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Hni Corp – ‘10-K’ for 12/28/19 – ‘EX-10.22’

On:  Tuesday, 2/25/20, at 5:14pm ET   ·   For:  12/28/19   ·   Accession #:  48287-20-45   ·   File #:  1-14225

Previous ‘10-K’:  ‘10-K’ on 2/26/19 for 12/29/18   ·   Next:  ‘10-K’ on 3/2/21 for 1/2/21   ·   Latest:  ‘10-K’ on 2/27/24 for 12/30/23   ·   9 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/25/20  Hni Corp                          10-K       12/28/19  125:14M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.76M 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     48K 
 3: EX-10.22    Material Contract                                   HTML     47K 
 4: EX-10.23    Material Contract                                   HTML     49K 
 5: EX-21       Subsidiaries List                                   HTML     49K 
 6: EX-23.1     Consent of Experts or Counsel                       HTML     37K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     40K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     40K 
 9: EX-32.1     Certification -- §906 - SOA'02                      HTML     38K 
73: R1          Cover Page                                          HTML     99K 
29: R2          Consolidated Statements of Comprehensive Income     HTML    120K 
43: R3          Consolidated Balance Sheets                         HTML    143K 
116: R4          Consolidated Balance Sheets (Parenthetical)         HTML     48K  
71: R5          Consolidated Statements of Equity                   HTML     73K 
28: R6          Consolidated Statements of Equity (Parenthetical)   HTML     36K 
42: R7          Consolidated Statements of Cash Flows               HTML    112K 
112: R8          Nature of Operations                                HTML     40K  
74: R9          Summary of Significant Accounting Policies          HTML    202K 
31: R10         Revenue from Contracts with Customers               HTML     90K 
48: R11         Restructuring and Impairment Charges                HTML     79K 
111: R12         Acquisitions and Divestitures                       HTML     36K  
70: R13         Supplemental Cash Flow Information                  HTML     51K 
30: R14         Goodwill and Other Intangible Assets                HTML    146K 
47: R15         Long-Term Debt                                      HTML     73K 
110: R16         Income Taxes                                        HTML    171K  
69: R17         Fair Value Measurements of Financial Instruments    HTML     83K 
32: R18         Accumulated Other Comprehensive Income (Loss) and   HTML    155K 
                Shareholders' Equity                                             
46: R19         Stock-Based Compensation                            HTML    154K 
109: R20         Retirement Benefits                                 HTML     47K  
96: R21         Post-Retirement Health Care                         HTML     96K 
25: R22         Leases                                              HTML    198K 
67: R23         Guarantees, Commitments and Contingencies           HTML     38K 
108: R24         Reportable Segment Information                      HTML    120K  
95: R25         Summary of Significant Accounting Policies          HTML    165K 
                (Policies)                                                       
24: R26         Summary of Significant Accounting Policies          HTML    191K 
                (Tables)                                                         
66: R27         Revenue from Contracts with Customers (Tables)      HTML     87K 
107: R28         Restructuring and Impairment Charges (Tables)       HTML     81K  
97: R29         Supplemental Cash Flow Information (Tables)         HTML     51K 
75: R30         Goodwill and Other Intangible Assets (Tables)       HTML    149K 
113: R31         Long-Term Debt (Tables)                             HTML     62K  
44: R32         Income Taxes (Tables)                               HTML    175K 
26: R33         Fair Value Measurements of Financial Instruments    HTML     83K 
                (Tables)                                                         
77: R34         Accumulated Other Comprehensive Income (Loss) and   HTML    159K 
                Shareholders' Equity (Tables)                                    
115: R35         Stock-Based Compensation (Tables)                   HTML    162K  
45: R36         Retirement Benefits (Tables)                        HTML     46K 
27: R37         Post-Retirement Health Care (Tables)                HTML    105K 
72: R38         Leases (Tables)                                     HTML    137K 
117: R39         Reportable Segment Information (Tables)             HTML    122K  
88: R40         Summary of Significant Accounting Policies (Cash,   HTML     55K 
                Cash Equivalents and Investments) (Details)                      
99: R41         Summary of Significant Accounting Policies          HTML     43K 
                (Allowance for doubtful accounts) (Details)                      
64: R42         Summary of Significant Accounting Policies          HTML     48K 
                (Inventories) (Details)                                          
22: R43         Summary of Significant Accounting Policies          HTML     51K 
                (Property, Plant and Equipment) (Details)                        
89: R44         Summary of Significant Accounting Policies          HTML     52K 
                (Accounts Payable) (Details)                                     
100: R45         Summary of Significant Accounting Policies          HTML     52K  
                (Product Warranties) (Details)                                   
65: R46         Summary of Significant Accounting Policies          HTML     38K 
                (Product Development Costs) (Details)                            
23: R47         Summary of Significant Accounting Policies          HTML     39K 
                (Freight Expenses) (Details)                                     
85: R48         Summary of Significant Accounting Policies          HTML     66K 
                (Earnings Per Share) (Details)                                   
102: R49         Summary of Significant Accounting Policies          HTML     36K  
                (Insurance Liabilities) (Details)                                
121: R50         Revenue from Contracts with Customers               HTML     46K  
                Disaggregation of Revenue (Details)                              
79: R51         Revenue from Contracts with Customers Contract      HTML     45K 
                Assets and Liabilities (Details)                                 
41: R52         Revenue from Contracts with Customers Change in     HTML     58K 
                Contract Assets and Liabilities (Details)                        
56: R53         Revenue from Contracts with Customers               HTML     36K 
                Comprehensive Income related to Contract                         
                Liabilities (Details)                                            
120: R54         Restructuring and Impairment Charges (Schedule of   HTML     48K  
                Restructuring and Related Costs) (Details)                       
78: R55         Restructuring and Impairment Charges (Schedule of   HTML     51K 
                Restructuring Reserve by Type of Cost) (Details)                 
40: R56         Supplemental Cash Flow Information (Details)        HTML     45K 
55: R57         Goodwill and Other Intangible Assets (Schedule of   HTML     44K 
                Goodwill and Other Intangible Assets) (Details)                  
118: R58         Goodwill and Other Intangible Assets (Goodwill)     HTML     63K  
                (Details)                                                        
80: R59         Goodwill and Other Intangible Assets (Other         HTML     75K 
                Intangible Assets) (Details)                                     
17: R60         Goodwill and Other Intangible Assets (Indefinite    HTML     39K 
                Lived Intangible Assets) (Details)                               
61: R61         Goodwill and Other Intangible Assets (Narrative)    HTML     76K 
                (Details)                                                        
105: R62         Long-Term Debt (Schedule of Long-Term Debt)         HTML     58K  
                (Details)                                                        
93: R63         Long-Term Debt (Schedule of Maturities of           HTML     52K 
                Long-term Debt) (Details)                                        
16: R64         Long-Term Debt (Narrative) (Details)                HTML     80K 
60: R65         Income Taxes (Provision for Income Taxes)           HTML     65K 
                (Details)                                                        
104: R66         Income Taxes (Effective Income Tax Rate             HTML     68K  
                Reconciliation) (Details)                                        
92: R67         Income Taxes (Narrative) (Details)                  HTML     68K 
19: R68         Income Taxes (Deferred Tax Assets and Liabilities)  HTML     96K 
                (Details)                                                        
57: R69         Income Taxes (Valuation Allowance for Deferred Tax  HTML     43K 
                Asset) (Details)                                                 
50: R70         Income Taxes (Unrecognized Tax Benefits) (Details)  HTML     49K 
37: R71         Income Taxes (Interest and Penalties) (Details)     HTML     39K 
82: R72         Fair Value Measurements of Financial Instruments    HTML     68K 
                (Details)                                                        
123: R73         Accumulated Other Comprehensive Income (Loss) and   HTML     75K  
                Shareholders' Equity (Accumulated Other                          
                Comprehensive Loss) (Details)                                    
51: R74         Accumulated Other Comprehensive Income (Loss) and   HTML     92K 
                Shareholders' Equity (Narrative) (Details)                       
38: R75         Accumulated Other Comprehensive Income (Loss) and   HTML     51K 
                Shareholders' Equity (Reclassifications from                     
                Accumulated Other Comprehensive Income (Loss))                   
                (Details)                                                        
83: R76         Accumulated Other Comprehensive Income (Loss) and   HTML     38K 
                Shareholders' Equity (Director Plan Issued Common                
                Stock) (Details)                                                 
124: R77         Accumulated Other Comprehensive Income (Loss) and   HTML     36K  
                Shareholders' Equity (Dividends Declared and Paid                
                per Share) (Details)                                             
54: R78         Accumulated Other Comprehensive Income (Loss) and   HTML     40K 
                Shareholders' Equity (Common Stock Issued)                       
                (Details)                                                        
35: R79         Accumulated Other Comprehensive Income (Loss) and   HTML     53K 
                Shareholders' Equity Accumulated Other                           
                Comprehensive Income (Loss) and Shareholders'                    
                Equity (Share Repurchase) (Details)                              
49: R80         Stock-Based Compensation (Narrative) (Details)      HTML     54K 
36: R81         Stock-Based Compensation (Compensation Cost)        HTML     38K 
                (Details)                                                        
81: R82         Stock-Based Compensation (Income Tax Benefit)       HTML     37K 
                (Details)                                                        
122: R83         Stock-Based Compensation (Valuation Assumptions)    HTML     45K  
                (Details)                                                        
52: R84         Stock-Based Compensation (Outstanding Stock Option  HTML     58K 
                Activity) (Details)                                              
39: R85         Stock-Based Compensation (Non-vested Stock Option   HTML     59K 
                Activity) (Details)                                              
84: R86         Stock-Based Compensation (Stock Option Vested or    HTML     59K 
                Expected to Vest and are Exercisable) (Details)                  
125: R87         Stock-Based Compensation (Other Information)        HTML     48K  
                (Details)                                                        
53: R88         Stock-Based Compensation (Outstanding RSU           HTML     60K 
                Activity) (Details)                                              
34: R89         Stock-Based Compensation (RSU's Vested) (Details)   HTML     39K 
18: R90         Stock-Based Compensation (Deferred Compensation)    HTML     43K 
                (Details)                                                        
62: R91         Retirement Benefits (Details)                       HTML     40K 
106: R92         Post-Retirement Health Care (Schedule of Cost of    HTML     98K  
                Retirement Plans) (Details)                                      
94: R93         Post-Retirement Health Care (Estimated Future       HTML     51K 
                Benefit Payments) (Details)                                      
15: R94         Post-Retirement Health Care Post-Retirement Health  HTML     41K 
                Care (Valuation Assumptions) (Details)                           
59: R95         Post-Retirement Health Care (Components of Net      HTML     47K 
                Periodic Post-retirement Benefit Cost) (Details)                 
103: R96         Leases - Narrative (Details)                        HTML     76K  
91: R97         Leases - Leases included in the Condensed           HTML     57K 
                Consolidated Balance Sheets (Details)                            
20: R98         Leases - Lease Costs included in the Condensed      HTML     51K 
                Consolidated Statements on Comprehensive Income                  
                (Details)                                                        
58: R99         Leases - Maturities of Lease Liabilities (Details)  HTML     99K 
87: R100        Leases - Weighted-Average Remaining Lease Terms     HTML     46K 
                and Discount Rates for Operating and Finance                     
                Leases (Details)                                                 
98: R101        Leases - Cash Paid for Amounts Included in the      HTML     41K 
                Measurements of Lease Liabilities and Leased                     
                Assets (Details)                                                 
63: R102        Leases - Disclosures under Topic 840 (Details)      HTML     65K 
21: R103        Guarantees, Commitments and Contingencies           HTML     39K 
                (Details)                                                        
90: R104        Reportable Segment Information (Business Segment    HTML     74K 
                Information) (Details)                                           
101: R105        Reportable Segment Information (Net Sales By        HTML     46K  
                Product Category) (Details)                                      
33: R9999       Uncategorized Items - a2019form10-k.htm             HTML     35K 
68: XML         IDEA XML File -- Filing Summary                      XML    240K 
114: XML         XBRL Instance -- a2019form10-k_htm                   XML   3.87M  
76: EXCEL       IDEA Workbook of Financial Reports                  XLSX    132K 
11: EX-101.CAL  XBRL Calculations -- hni-20191228_cal                XML    408K 
12: EX-101.DEF  XBRL Definitions -- hni-20191228_def                 XML    769K 
13: EX-101.LAB  XBRL Labels -- hni-20191228_lab                      XML   2.53M 
14: EX-101.PRE  XBRL Presentations -- hni-20191228_pre               XML   1.46M 
10: EX-101.SCH  XBRL Schema -- hni-20191228                          XSD    247K 
119: JSON        XBRL Instance as JSON Data -- MetaLinks              559±   841K  
86: ZIP         XBRL Zipped Folder -- 0000048287-20-000045-xbrl      Zip    414K 


‘EX-10.22’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  


HNI Corporation 2017 Stock-Based Compensation Plan:
Restricted Stock Unit Award Agreement


Congratulations on your selection as a Participant who will receive Restricted Stock Units under the HNI Corporation 2017 Stock-Based Compensation Plan. This Award Agreement provides a brief summary of your rights under the Plan. Capitalized terms found but not defined in this Award Agreement are defined in the Plan.

The Plan provides complete details of all your rights under the Plan and this Award Agreement, as well as all the conditions and limitations affecting your rights. If there is any inconsistency between the terms of this Award Agreement and the terms of the Plan, the Plan's terms shall completely supersede and replace the conflicting terms of this Award Agreement.

Overview of Your Restricted Stock Unit Grant

1.
Number of Restricted Stock Units Granted: __________

2.
Grant Date: __________

3.
Vesting of Restricted Stock Units: Subject to the terms of Section 7 and 8 below, 1/3 of the total number of Restricted Stock Units granted above, rounded up or down to the nearest whole share, will vest on each of the first, second, and third anniversaries of the Grant Date (each such date, a “Vesting Date”), provided that you remain continuously employed by the Corporation through such Vesting Date.

4.
Impact of Vesting of Restricted Stock Units: On each Vesting Date, you will be issued a number of Shares equal to the number of Restricted Stock Units that become vested on that Vesting Date. A portion of these Shares will be withheld to pay applicable withholding taxes due on such Vesting Date. To the extent that payroll taxes are required to be withheld prior to a Vesting Date, the Corporation may withhold such taxes from your cash compensation payable by the Corporation in accordance with Section 3121(v) of the Code.

5.
Stockholder Rights: Prior to the time that your Restricted Stock Units vest and the Corporation has issued Shares relating to such Restricted Stock Units, you will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any Shares deliverable with respect to such Restricted Stock Units. However, as of each date on which a cash dividend is paid to holders of Shares, a Divided Equivalent in an amount equal to the cash dividend that is paid on each Share, multiplied by the number of Restricted Stock Units that remain unvested and outstanding or otherwise have not been settled as of the dividend payment date (the “Dividend Equivalent Amount”) shall be credited to an unfunded account for your benefit. The aggregate Dividend Equivalent Amount, if any, credited to such account shall vest and be paid in cash at the same time and subject to the same vesting conditions as the corresponding Restricted Stock Units to which the Dividend Equivalent Amount relates. From and after the date Shares are actually issued or delivered upon settlement of the Restricted Stock Units, you then will have dividend rights with respect to those Shares.






6.
Non-Transferability of Restricted Stock Units:

(a)
No assignment or transfer of Restricted Stock Units, whether voluntary or involuntary, by operation of law or otherwise, can be made except by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Corporation.

(b)
Notwithstanding the preceding paragraph, you may transfer your Restricted Stock Units to one or more family members (as such term is used in the Plan) or to one or more trusts established solely for the benefit of one or more family members or to one or more partnerships in which the only partners are family members; provided, however, that (i) no such transfer shall be effective unless you deliver reasonable prior notice thereof to the Corporation and such transfer is thereafter effected subject to the specific authorization of, and in accordance with any terms and conditions that shall have been made applicable thereto by, the Committee or the Board, (ii) any such transferee shall be subject to the same terms and conditions hereunder as you are and (iii) such transfer cannot be made for value.

7.
Termination of Employment:

(a)
Death or Disability: If your employment terminates due to your death or you become Disabled, as defined below, your outstanding Restricted Stock Units which are outstanding as of the date of your death or Disability shall become immediately 100% vested, provided that you are employed by the Corporation on the date of your death or Disability. The Shares subject to the Restricted Stock Units that become vested pursuant to this Section 7(a) shall be issued to you or your beneficiary or estate within 60 days after the date of your death or Disability. For purposes of this Award Agreement, and notwithstanding the terms of the Plan, you will be considered “Disabled” or to have a “Disability” if you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Corporation.

(b)
By Retirement: If your employment terminates after your Retirement Eligible Date for a reason other than Cause, as defined below, your outstanding Restricted Stock Units shall continue to vest in accordance with Section 3 as though your employment had continued through each remaining vesting date. The Shares subject to the Restricted Stock Units that become vested pursuant to this Section 7(b) shall be issued to you within 60 days after the applicable vesting date.

(c)
For Other Reasons: Restricted Stock Units which are not vested as of the date of employment termination for reasons other than those specified in Section 7(a) or 7(b) and which have not become vested pursuant to Section 8 shall immediately terminate and shall be forfeited to the Corporation.

(d)
Definition of Cause: For purposes of this Award Agreement, “Cause” shall have the meaning described in your employment or severance agreement with the Corporation, or if no such agreements exists, then it shall mean your:





(i) repeated failure to perform a substantial part of your duties and responsibilities; (ii) willful misconduct, illegal act, fraud or dishonesty; (iii) material violation of the rules of conduct of the Corporation or (iv) violation of your duty of confidentiality and loyalty to the Corporation, which in each case shall be determined by the Corporation in its sole and absolute discretion.

8.
Change in Control: In the event of a Change in Control, all outstanding Restricted Stock Units shall become fully vested and Section 10.1 of the Plan will apply. The Shares subject to the Restricted Stock Units that become vested pursuant to this Section 8 shall be issued to you within 30 days after the date of the Change in Control; provided that if the Change in Control does not constitute a “change in control event,” within the meaning of Section 409A of the Code, then the Restricted Stock Units shall become fully vested as of the date of the Change in Control, but the Shares subject to such Restricted Stock Units shall not be issued to you until the dates on which the Restricted Stock Units otherwise would have become vested and issuable pursuant to Section 3 of this Award Agreement.

9.
Section 409A. The Restricted Stock Units are intended to be exempt from or comply with Section 409A of the Code, and this Award Agreement shall be interpreted and construed accordingly.


Please acknowledge your agreement to participate in the Plan and this Award Agreement, and to abide by all of the governing terms and provisions, by providing your digital signature on the Agreement to Participate. Please print a copy of the Agreement to Participate for your files.

Refer any questions you may have regarding your grant of Restricted Stock Units to the Vice President, Member and Community Relations. Once again, congratulations on the receipt of your restricted stock unit award.

Sincerely,

Jeff Lorenger
Chairman, President, and CEO
HNI Corporation






HNI Corporation 2017 Stock-Based Compensation Plan:
Restricted Stock Unit Award
Agreement to Participate


By signing this Agreement to Participate, I acknowledge that I have read the Award Agreement and the Plan, and that I fully understand all of my rights thereunder, as well as all of the terms and conditions which may limit the vesting of the Restricted Stock Units.


Electronic Signature                        Date of Signature
Participant Name        




9 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/27/24  Hni Corp.                         10-K       12/30/23  135:14M
 6/01/23  Hni Corp.                         S-8         6/01/23    5:192K                                   Broadridge Fin’l So… Inc
 4/28/23  Hni Corp.                         424B3                  1:3.3M                                   Broadridge Fin’l So… Inc
 4/28/23  Kimball International Inc.        DEFM14A                1:5.5M                                   Broadridge Fin’l So… Inc
 4/19/23  Hni Corp.                         S-4/A                  5:3.5M                                   Broadridge Fin’l So… Inc
 4/17/23  Hni Corp.                         S-4                    6:3.5M                                   Broadridge Fin’l So… Inc
 2/28/23  Hni Corp.                         10-K       12/31/22  122:13M
 3/01/22  Hni Corp.                         10-K        1/01/22  120:13M
 3/02/21  Hni Corp.                         10-K        1/02/21  120:13M
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Filing Submission 0000048287-20-000045   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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