HNI CORPORATION DIRECTORS DEFERRED COMPENSATION PLAN As Amended and Restated Effective November 19, 2009Hni Corp • February 26th, 2010 • Office furniture (no wood) • Iowa
Page I. AMENDMENT AND RESTATEMENT 1 1.1 Amendment and Restatement. 1 1.2 Purpose 1 1.3 Application of the Plan. 1 II. DEFINITIONS 1 2.1 Definitions. 1 2.2 Gender and Number 5 III. ELIGIBILITY AND PARTICIPATION 5 3.1 Eligibility 5 3.2 Missing Persons 5 IV. ESTABLISHMENT AND ENTRIES TO ACCOUNTS 5 4.1 Accounts 5 4.2 Deferral Election Agreement 6 4.3 Adjustments to Accounts 7 4.4 Commencement and Form of Distribution of Sub-Accounts 7 4.5 Exceptions to Payment Terms 8 4.6 Death Benefit 11 4.7 Funding 11 V. ADMINISTRATION 12 5.1 Administration 12 5.2 Actions of the Committee 12 5.3 Delegation 12 5.4 Expenses 12 5.5 Reports and Records 12 5.6 Valuation of Accounts and Account Statements 13 5.7 Indemnification and Exculpation 13 VI. BENEFICIARY DESIGNATION 13 6.1 Designation of Beneficiary 13 6.2 Death of Beneficiary 13 6.3 Ineffective Designation 13 VII. AMENDMENT AND TERMINATION 13 VIII. CLAIMS PROCEDURE 14
HNI CORPORATION DIRECTORS DEFERRED COMPENSATION PLAN DEFERRAL ELECTION AGREEMENT Applies Only to Fees Earned in ________Deferral Election Agreement • February 26th, 2010 • Hni Corp • Office furniture (no wood)
This Deferral Election Agreement (this "Agreement") is made by and between HNI Corporation (the "Corporation") and _____________________________ (print name) (the "Director") on the date below. The Corporation has established a nonqualified deferred compensation plan, the HNI Corporation Directors Deferred Compensation Plan (the "Plan"), for the benefit of the Corporation's outside Directors. The Plan permits the Director to defer a percentage of the Director's annual retainer, including any common stock grant, meeting fees (if any) and any other amounts payable to the Director by the Corporation for services performed as a Director (collectively, "Fees"). The deferral for the Plan year commencing ______________ (the "Current Election Year") is made by entering into this Agreement with the Corporation.
HNI CORPORATION EXECUTIVE DEFERRED COMPENSATION PLAN DEFERRAL ELECTION AGREEMENT Applies Only to Compensation Earned in, or for Performance Periods Beginning in, _____Deferral Election Agreement • February 26th, 2010 • Hni Corp • Office furniture (no wood)
This Deferral Election Agreement (this "Agreement") is made by and between HNI Corporation (the "Corporation") and _____________________________ (print name) (the "Member") on the date below. The Corporation has established a nonqualified deferred compensation plan, the HNI Corporation Executive Deferred Compensation Plan (the "Plan"), for the benefit of certain members of the Corporation who are eligible to participate in the Plan according to the terms of the Plan document. The Plan permits an eligible member to defer a percentage of his/her Base Salary, as well as his/her compensation under the HNI Corporation Annual Incentive Plan ("AIP") and HNI Corporation Supplemental Income Plan ("SIP") (collectively, "Compensation"). The deferral for the Plan year commencing ______________ (the "Current Election Year") is made by entering into this Agreement with the Corporation. Capitalized terms used but not defined in this Agreement have the meaning given in the Plan.
PARTICIPATION AGREEMENTParticipation Agreement • February 26th, 2010 • Hni Corp • Office furniture (no wood)
This Participation Agreement (this "Agreement") between _________________________ (print name) ("Director") and HNI Corporation (the "Corporation") is for the period commencing January 1, ____ and ending December 31, _____, and is subject to all of the terms and conditions of the 2007 Equity Plan for Non-Employee Directors of HNI Corporation (the "Plan") and any successor plan.
