KIMBALL INTERNATIONAL, INC. SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN (SERP) (2009 Revision)

Exhibit 10(c)

KIMBALL INTERNATIONAL, INC.



SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN
(SERP)
(2009 Revision)


 

TABLE OF CONTENTS



 

KIMBALL INTERNATIONAL, INC.

SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN
(SERP)
(2009 Revision)
 

Article 1 -- Name and Purpose of Plan

The name of this Plan is the Kimball International, Inc. Supplemental Employee Retirement Plan (the "Plan" or the "SERP" ), formerly called the Supplemental Executive Retirement Plan. Its purpose is to provide a select group of United States officers and senior managers employed by Kimball International, Inc. (the Company) with the opportunity to defer cash compensation otherwise payable to them as employees of the Company. The Plan shall be administered by the SERP Committee as provided in Article 10.


Article 2 -- Effective Date of Plan; Plan Year; Fiscal Year

The Plan shall be effective as of July 1,1994--the first day of the Company's 1994-95 fiscal year. Beginning January 1, 1996 and prior to 2005 the Plan Year was the calendar year. Beginning in 2005 the Plan effectively will be administered on a July 1 through June 30 fiscal year basis.


Article 3 -- Participants

Each person who is a United States officer of the Company on or after the Effective Date and the following senior managers (unless and until such senior manager is declared ineligible by the Chief Executive Officer of the Company): Julie Dutchess; Terry Flick; Dennis Gerber; Tom Heeke; John Kaufmann; Joan Lubbers; Lonnie Nicholson; Sandy Smith; Chris Thyen; Kurt Vonderheide; Keith Beatty; Sherril Lueken; and Wendell Sloan (each such officer and named senior manager being a "specified employee" under Internal Revenue Code Section 409A and hereinafter referred to as an "Eligible Employee") shall be eligible to participate in the Plan, but, except as provided below, only during the period of time that he is and remains an Eligible Employee. Any Eligible Employee who elects to participate in the Plan, and any Eligible Employee who is subject to less of an allocation under the Company's Retirement Plan because of the application of Internal Revenue Code Section 401(a)(17) and/or Internal Revenue Code Section 415, shall hereinafter be called a "Participant." Any deferral election made by a Participant

under Article 4 and any Retirement Plan make-up incident thereto shall continue in full and binding effect even if the Participant should cease to be an Eligible Employee following such deferral election. The Company shall establish for each Participant a deferred compensation account, as specified in Article 5.


Article 4 -- Deferral Election

Each Participant shall be entitled to make an advance written irrevocable election to defer receipt of up to 50% of the cash compensation otherwise payable by the Company to him for the 1994-95 fiscal year of the Company, and up to 25% (10% before January 1, 2002) of the cash compensation otherwise payable by the Company to him for any later year. Such election may be expressed in terms of a percentage or percentages of compensation, or if permitted by the SERP Committee, a specified dollar amount. This written election shall include elections as to the period of deferral, the form of payment, and a beneficiary. The written irrevocable election must be received by the Company by May 31, 1994 for the 1994-95 fiscal year, by December 31, 1994 for the period from July 1, 1995 through December 31, 1995, by December 31 of the years 1995 through 2003 for the following calendar year, by December 31, 2004 for the 18-month period starting January 1, 2005 and ending June 30, 2006, which includes the last six months of the Company's 2004-2005 fiscal year and the entire 12 months of the Company's 2005-2006 fiscal year, and by the December 31 six months preceding the beginning of any later fiscal year of the Company.

A Participant may elect:

a.         Before the December 31 specified above, to change the amount of cash compensation to be deferred for the following period, and, subject to the provisions of Article 6, the period of deferral and/or the form of payment thereof; and/or

b.         At any time, to change his beneficiary designation.


Article 5 -- Deferred Compensation Accounts

A separate account within the financial records of the Company shall be established and maintained for each Participant. This account shall reflect the cash compensation deferred by the Participant, and any Retirement Plan make-ups and investment earnings or losses credited thereto from time to time.

The cash compensation deferred hereunder by a Participant and any Retirement Plan make-ups made pursuant to Article 7 shall be credited with deemed investment earnings or losses. In particular, the SERP Committee may treat all or a portion of a Participant's account as though it were invested in the same manner as the Participant's account in the

Company's Retirement Plan. The Participant shall receive a statement of account at least annually.


Article 6 -- Distribution of Deferred Compensation Accounts

Form of Payment; Separation from Company Service. For all purposes of this Plan the date of a Participant's separation from Company and affiliated entity service shall be determined in accordance with Internal Revenue Code Section 409A and the U.S. Treasury Regulations and applicable Internal Revenue Service guidance issued thereunder, and shall be referred to as the Participant's "Separation Date;" and the date six months after that Separation Date shall be referred to as the Participant's "Initial Payment Date." Subject to the following provisions of this Article 6 and to the provisions of Article 7, a Participant's deferred compensation account shall be payable to the Participant in cash in accordance with the Participant's elections made under Article 4 - in a lump sum or in annual installment payments over a period of either 5 or 10 years, the payment of which (or first installment of which) shall be made as soon as administratively practical, but in no circumstances ever longer than 60 days, following the Participant's Initial Payment Date (and for installment payments, continuing annually thereafter, payable as soon as administratively practical, but in no circumstances ever longer than 60 days, following the appropriate anniversary of that Initial Payment Date); provided, however, that in none of the 60-day periods mentioned above may the Participant have any right or discretion to designate the taxable year of payment. The amount of any installment payment shall be determined through dividing the remaining applicable amount credited to the Participant on or about the time of payment by the number of installments remaining. For example, in the cas