HNI Corporation Change In Control Employment Agreement

Purpose . The Corporation wishes to attract and retain well-qualified executive and key personnel. The Corporation and the Executive wish to assure continuity of management in the event of any actual or threatened Change in Control (as defined in Section 3) of the Corporation. The Agreement is entered into to accomplish these purposes and in consideration for the mutual covenants herein contained.

Operation of Agreement . The "effective date of this Agreement" shall be the first date during the "Term of the Agreement" (as defined below) on which a Change in Control occurs. Subject to the final sentence of this Section 2, this Agreement shall terminate if the Board of Directors of the Corporation (the "Board") determines that the Executive is no longer a key executive who should be covered by this Agreement and so notifies the Executive; provided, however, that such a determination shall not be made, and if made shall have no effect, (i) within two years after a Change of Control or (ii) during any period of time when the Corporation has knowledge that any third person has taken steps reasonably calculated to effect a Change of Control until, in the opinion of the Board, the third person has abandoned or terminated his efforts to effect a Change in Control. The "Term of the Agreement" shall mean the period commencing on the date hereof and ending on the second anniversary of the date hereof; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof shall be hereinafter referred to as the "Renewal Date"), unless previously terminated, the Term of the Agreement shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Corporation shall give notice to the Executive that the Term of the Agreement shall not be so extended. Anything in this Agreement to the contrary notwithstanding, if the Executive's employment with the Corporation is terminated prior to the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (1) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (2) otherwise arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement the Executive's employment shall be deemed to have been terminated during the Protection Period (as defined herein).

Change in Control . For the purposes of this Agreement, a "Change in Control" shall mean:

The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (i) the then outstanding shares of common stock of the Corporation (the "Outstanding Corporation Common Stock") or (ii) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of Directors (the "Outstanding Corporation Voting Securities"); provided, however, that

(1) for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Corporation that is approved by a majority of the Incumbent Board (as defined below), (B) any acquisition by the Corporation, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation or (D) any acquisition by any Person pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 3 and (2) a Change in Control will not be deemed to have occurred if a Person becomes the beneficial owner of 20% or more of the Outstanding Corporation Common Stock or the Outstanding Corporation Voting Securities as a result of a reduction in the number of shares of Outstanding Corporation Common Stock or Outstanding Corporation Voting Securities pursuant to a transaction or series of transactions that is approved by a majority of the Incumbent Board unless and until such Person thereafter becomes the beneficial owner of any additional shares of Outstanding Corporation Common Stock or Outstanding Corporation Voting Securities representing 1% or more of the then-outstanding Outstanding Corporation Common Stock or Outstanding Corporation Voting Securities, other than as a result of a stock dividend, stock split or similar transaction effected by the Corporation in which all holders of Outstanding Corporation Common Stock or Outstanding Corporation Voting Securities are treated equally; or

individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least two-thirds of the Board; provided, however, that any individual becoming a Director subsequent to the date hereof whose election, or nomination for election by the Corporation's shareholders, or appointment, was approved by a vote of at least three-quarters of the Directors then comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of Directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Corporation or all or substantially all of the Corporation's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding

Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (ii) no Person (excluding the Corporation, any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the Board of Directors of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation, except pursuant to a Business Combination that complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 3.

Terms of Employment During Protection Period .

The Corporation hereby agrees to continue the Executive in its employ and the Executive, subject to Section 6(c), hereby agrees to remain in the employ of the Corporation, for the period commencing on the effective date of this Agreement and ending on the earlier to occur of (i) the second anniversary of such date or (ii) the date this Agreement otherwise terminates as provided herein (the period commencing on the effective date of this Agreement and ending on the earlier to occur of dates specified in clauses (i) and (ii) is referred to herein as the "Protection Period").

During the Protection Period the Executive's position (including titles), authority and responsibilities shall be at least commensurate with those held, exercised and assigned during the 90-day period immediately preceding the effective date of this Agreement. Such services shall be performed at the location where the Executive was employed immediately prior to the effective date of this Agreement.

The Executive agrees that during the Protection Period he shall devote such business time during normal business hours exclusively to the business and affairs of the Corporation and use his best efforts to perform faithfully and efficiently the responsibilities assigned to him hereunder, in each case, to the extent necessary to discharge the responsibilities assigned to him hereunder, except for (i) services on corporate, civic or charitable boards or committees not significantly interfering with the performance of such responsibilities and (ii) periods of vacation and sick leave to which he is entitled. It is expressly understood and agreed that the Executive's continuing to serve on any boards and committees with which he shall be connected, as a member or otherwise, at the effective date of this Agreement shall not be deemed to interfere with the performance of the Executive's services to the Corporation.

Compensation .

Base Salary . During the Protection Period, the Executive shall receive a base salary ("Base Salary") at a monthly rate at least equal to the highest monthly salary paid to the Executive by the Corporation or any of its affiliated companies within one year prior to the effective date of this Agreement. During the Protection Period, the Base Salary shall be reviewed at least once each year and shall be increased at any time and from time to time by action of the Board or any committee thereof or any individual having authority to take such action in accordance with the Corporation's regular practices. Any increase in the Base Salary shall not serve to limit or reduce any other obligation of the Corporation hereunder, and after any such increase the Base Salary shall not be reduced. As used in this Agreement, the term "affiliated companies" means any company controlling, controlled by, or under common control with the Corporation.

Annual Bonus . In addition to Base Salary, the Executive shall be awarded for each completed fiscal year during the Protection Period an annual bonus ("Annual Bonus") (either pursuant to the Executive Bonus Plan   or any other annual bonus or annual incentive plan or program of the Corporation or otherwise) in cash equal to (i)   the higher of: (A) the Annual Bonus actually payable to the Executive for such completed fiscal year, or (B) the highest Annual Bonus actually paid or payable to the Executive in respect of any of the full fiscal years completed during the three fiscal years immediately prior to the effective date of this Agreement minus (ii) in the case of any fiscal year in which a Change in Control occurs, any prorated amount previously paid to Executive in respect of the Annual Bonus for such fiscal year (the "Initial Prorated Bonus Payment"). Each such Annual Bonus shall be payable on the last day of February of the year next following the year for which the Annual Bonus is awarded.

Incentive, Savings and Retirement Plans . In addition to the Base Salary and Annual Bonus payable as hereinabove provided, the Executive shall be entitled to participate during the Protection Period in all applicable incentive, savings, pension, supplemental executive retirement and other retirement plans and programs, deferred compensation plans, stock option plans and other equity and long-term incentive plans including, where applicable, the Executive Long-Term Performance Plan, the Salary Deferral Plan and the HNI Corporation Profit-Sharing Retirement Plan, on a basis providing him with the opportunity to receive compensation without duplication of the Annual Bonus and benefits equal to those provided by the Corporation and its affiliated companies for the Executive under such plans and programs as in effect at any time during the 90-day period immediately preceding the effective date of this Agreement or, if more favorable to the Executive, as in effect at any time thereafter with respect to executives with comparable responsibilities.

Benefit Plans . During the Protection Period, the Executive and his spouse, dependents and beneficiaries, as the case may be, shall be entitled to receive employee benefits (including, without limitation, all amounts which he or his spouse is or would have been entitled to receive as benefits under all medical, dental, disability, group life, accidental death and travel accident insurance plans and programs of the Corporation and its affiliated companies) as in effect at any time during the

90-day period immediately preceding the effective date of the Agreement, or if more favorable to the Executive, as in effect at any time thereafter with respect to executives with comparable responsibilities.

Expenses . During the Protection Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the policies and procedures of the Corporation as in effect during the 90-day period immediately preceding the effective date of this Agreement or, if more favorable to the Executive, as in effect at any time thereafter with respect to executives with comparable responsibilities.

Vacation and Fringe Benefits . During the Protection Period, the Executive shall be entitled to paid vacation and fringe benefits in accordance with the policies of the Corporation as in effect during the 90-day period immediately preceding the effective date of this Agreement or, if more favorable to the Executive, as in effect at any time thereafter with respect to executives with comparable responsibilities.

Certain Terms Relating to Termination .

Disability . The Corporation may terminate the Executive's employment during the Protection Period, after having established the Executive's Disability, by giving to the Executive written notice of its intention to terminate his employment, and his employment with the Corporation shall terminate effective on the 90th day after receipt of such notice (the "Disability Effective Date") if within 90 days after such receipt the Executive shall fail to return to full-time performance of his duties (and if the Executive's Disability has been established pursuant to the definition of "Disability" set forth below). For purposes of this Agreement, "Disability" means disability (i) which after the expiration of more than 26 weeks after its commencement is determined to be total and permanent by a physician selected by the Corporation or its insurers and acceptable to the Executive or his legal representative (such agreement to acceptability not to be withheld unreasonably, and (ii) where the Executive actually begins to receive disability benefits pursuant to the long-term disability plan in effect for, or applicable to, the Executive immediately prior to the effective date of this Agreement.

Cause . During the Protection Period, the Corporation may terminate the Executive's employment for Cause. For purposes of this Agreement, "Cause" means (i) an act or acts of dishonesty on the Executive's part which are intended to result in his substantial personal enrichment at the expense of the Corporation or (ii) repeated violations by the Executive of his obligations under Section 4 of this Agreement which are demonstrably willful and deliberate on the Executive's part and which resulted in material injury to the Corporation.

Good Reason . Notwithstanding anything to the contrary contained herein, during the Protection Period, the Executive may terminate his employment for Good Reason. For purposes of this Agreement, "Good Reason" means:

without the express written consent of the Executive, (A) the assignment to the Executive of any duties inconsistent in any substantial respect with the Executive's position, authority or responsibilities as contemplated by Section 4(b) of this Agreement, or (B) any other substantial adverse change in such position (including titles), authority or responsibilities, including, without limitation the removal or failure to elect or maintain the Executive as a director of the Corporation if the Executive shall have been a director of the Corporation immediately prior to the effective date of this Agreement, but excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Corporation promptly after receipt of notice thereof given by the Executive;

any failure by the Corporation to comply with any of the provisions of this Agreement, including Section 5 hereof, other than an isolated, insubstantial and inadvertent failure not taken in bad faith and which is remedied by the Corporation promptly after receipt of notice thereof given by the Executive;

the Corporation requiring the Executive to have his principal place of work changed to any location that is in excess of 50 miles from the location thereof immediately prior to the effective date of this Agreement, except for travel reasonably required in the performance of the Executive's responsibilities;

a purported termination by the Corporation of the Executive's employment otherwise than as permitted by this Agreement, it being understood that any suc