EXHIBIT
10.11
SECOND 2009 AMENDMENT
TO
LA-Z-BOY
INCORPORATED
2004 LONG-TERM EQUITY AWARD
PLAN
La-Z-Boy Incorporated (the
“Company”) adopts this Second 2009 Amendment to the
La-Z-Boy Incorporated 2004 Long-Term Equity Award Plan (the
“Plan”).
WITNESSETH
:
WHEREAS the Company previously established the Plan for
the benefit of certain of its eligible employees; and
WHEREAS pursuant to Article X, Section 10.2 of the Plan,
the Company reserved the right to amend the Plan subject to the
conditions provided therein; and
WHEREAS the Company believes it advisable and in the
Company’s best interests to make certain changes
to the Plan;
NOW, THEREFORE , the Plan is amended to delete existing section
10.7 and replacing it with the following:
10.7. Right of Recapture.
If (a) at any time within one year after the date on
which an Employee exercises an Option, or on which Restricted Stock
vests or on which Common Stock was issued to an Employee pursuant
to a Performance Award (each of which events shall be a
“realization event”), the Committee should determine in
its discretion that the Company has been materially harmed by the
Employee, whether such harm (i) results in the Employee’s
termination or deemed termination of employ
