Indemnification Agreement – La-Z-Boy Inc.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement“) is made as
of the 15th day of January 2009, by and between La-Z-Boy Incorporated, a
Michigan corporation (the “Corporation“), and [Name of
Director] (the “Indemnitee“).

BACKGROUND

Indemnitee is a member of the Board of Directors and as such performs a
valuable service for the Corporation. To induce Indemnitee to continue to serve
on the Board of Directors, the Corporation has agreed to provide to Indemnitee
the indemnifications and other rights described herein.

The Corporation153s Articles of Incorporation and Bylaws require
indemnification of the officers and directors of the Corporation. The
Corporation enters into this Agreement pursuant to the Corporation153s Articles of
Incorporation and Bylaws and the provisions of the Michigan Business Corporation
Act (the “Act“).

This Agreement is a supplement to and in furtherance of the Articles of
Incorporation and Bylaws of the Corporation and any resolutions adopted pursuant
thereto, and shall not be deemed a substitute therefor, nor to diminish or
abrogate any rights of Indemnitee thereunder.

Indemnitee does not regard the protection available under the Corporation153s
Articles of Incorporation, Bylaws and insurance as adequate in the present
circumstances, and may not be willing to continue to serve as a director without
adequate protection, and the Corporation desires Indemnitee to serve in such
capacity. Indemnitee is willing to serve, continue to serve and to take on
additional service for or on behalf of the Corporation on the condition that he
be so indemnified.

THEREFORE, in consideration of the foregoing, the service of Indemnitee after
the date of this Agreement and the terms and conditions set forth herein, the
parties agree as follows:

TERMS OF AGREEMENT

Section 1. Indemnification for Claims by Third
Parties.

The Corporation shall, to the fullest extent authorized or permitted by the
Act or other applicable law, as the same presently exist or may hereafter be
amended, but, in the case of any such amendment, only to the extent such
amendment permits the Corporation to provide broader indemnification rights than
before such amendment, indemnify Indemnitee who was or is a party or is
threatened to be made a party to a threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
and whether formal or informal, other than an action by or in the right of the
Corporation, by reason of the fact that Indemnitee is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee,
or agent of another foreign or domestic corporation, partnership, joint venture,
trust, or other enterprise, whether for profit or not, against expenses,
including attorneys153 fees, judgments, penalties, fines, and amounts paid in
settlement actually and reasonably incurred by Indemnitee in connection with the
action, suit, or proceeding.

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Section 2. Indemnification for Claims Brought by or in the Right
of the Corporation.

The Corporation shall, to the fullest extent authorized or permitted by the
Act or other applicable law, as the same presently exist or may hereafter be
amended, but, in the case of any such amendment, only to the extent such
amendment permits the Corporation to provide broader indemnification rights than
before such amendment, indemnify Indemnitee who was or is a party to or is
threatened to be made a party to a threatened, pending, or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that Indemnitee is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, partner, trustee, employee, or agent of another foreign
or domestic corporation, partnership, joint venture, trust, or other enterprise,
whether for profit or not, against expenses, including actual and reasonable
attorneys153 fees, and amounts paid in settlement incurred by Indemnitee in
connection with the action or suit.

Section 3. Other Rights of
Indemnification.

A. The indemnification and advancement of expenses provided in this Agreement
are not exclusive of other rights to which a person seeking indemnification or
advancement of expenses may be entitled under the Act, Articles of
Incorporation, Bylaws, or other agreement. However, the total amount of expenses
advanced or indemnified from all sources combined shall not exceed the amount of
actual expenses incurred by the person seeking indemnification or advancement of
expenses.

B. Notwithstanding any other provision of this Agreement, the Corporation
hereby indemnifies and holds Indemnitee harmless for all reasonable expenses in
connection with the preparation to serve or service as a witness in any claim in
which Indemnitee is not a party, if such actual or proposed service arose by
reason of the fact that Indemnitee is or was a director, officer, employee, or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust or employee benefit plan.

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Section 4. Actions Brought by
Indemnitee.

Notwithstanding the provisions of Sections 1 and 2 of this Agreement, the
Corporation shall not be required to indemnify an Indemnitee in connection with
an action, suit, proceeding or claim (or part thereof) brought or made by such
Indemnitee except as otherwise provided herein with respect to the enforcement
of this Agreement, unless such action, suit, proceeding or claim (or part
thereof) was authorized by the Board of Directors of the Corporation.

Section 5. Court Approval.

Indemnification shall not be made under Section 2 for a claim, issue, or
matter in which Indemnitee has been adjudged liable to the Corporation unless
and only to the extent that in the final disposition of the action, suit or
proceeding by the court in which the action or suit was brought has determined
upon application that, despite the adjudication of liability but in view of all
circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnification for expenses incurred.

Section 6. Partial Indemnification.

If an Indemnitee is entitled to indemnification under either Section 1 or
Section 2 for a portion of expenses including attorneys153 fees, judgments,
penalties, fines and amounts paid in settlement, but not for the total amount
thereof, the Corporation shall indemnify Indemnitee for the portion of the
expenses, judgments, penalties, fines or amounts paid in settlement for which
Indemnitee is entitled to be indemnified.

Section 7. Continuation and Termination of
Indemnity.

The indemnification provided for in this Agreement continues as to Indemnitee
after Indemnitee ceases to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, personal representatives and administrators
of Indemnitee. The obligations of the Corporation hereunder shall continue
during the period Indemnitee is a director, officer, employee or agent of the
Corporation, or is serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, and continue thereafter so
long as Indemnitee may be subject to any possible claim or threatened, pending
or completed action, suit or proceeding, whether civil, criminal or
investigative, by reason of the fact of his or her service in any such capacity,
but in no event for less than ten (10) years. Notwithstanding anything herein to
the contrary, in the event that Indemnitee is removed as a director of the
Corporation by the Corporation153s shareholders for cause or by court order for
cause, in either case, within the meaning and as provided in, Sections 511 and
514 of the Act, then this Agreement shall terminate immediately and be of no
further force or effect.

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Section 8. Notification and Defense of
Claim.

With respect to any claim to be made hereunder for indemnification:

A. Indemnitee shall promptly provide written notice to the Corporation of any
action, suit or proceeding; provided, however, the failure to do
so will not relieve the Corporation from any liability arising hereunder.

B. Indemnitee shall provide to the Corporation, upon advance request, any
documentation or information available to Indemnitee and necessary or useful to
the Corporation with respect to any such claim for indemnification.

C. With respect to any such action, suit or proceeding as to which Indemnitee
notifies the Corporation: (a) the Corporation will be entitled to participate
therein at its own expense; and (b) except as otherwise provided below, to the
extent that it may wish, the Corporation, jointly with any other indemnifying
party or otherwise, will be entitled to assume the defense thereof, with counsel
satisfactory to Indemnitee. The Corporation shall give Indemnitee written notice
of its election to assume the defense thereof within (30) days after a written
claim has been received by the Corporation, and thereafter it shall not be
liable to Indemnitee under this Agreement for any legal or other expenses
subsequently incurred by Indemnitee in connection with the defense thereof other
than reasonable costs of investigation or as otherwise provided below. Such
assumption of the defense by the Corporation shall constitute its
acknowledgement that this Agreement, and the rights and benefits of Indemnitee
hereunder, including the presumptions contained in Section 9.B. hereof, shall
apply to such action, suit or proceeding and any related action, suit or
proceeding. After the assumption of the defense by the Corporation, Indemnitee
shall have the right to employ his or her own counsel in such action, suit or
proceeding, but the fees and expenses thereof shall be at the expense of
Indemnitee unless (i) the employment of counsel by Indemnitee has been
authorized by the Corporation, or (ii) Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Corporation and
Indemnitee in the conduct of the defense of such action.

D. The Corporation shall not be liable to indemnify Indemnitee under this
Agreement for any amounts paid in settlement of any action or claim effected
without its written consent. The Corporation shall not settle any action or
claim in any manner which would impose any penalty or limitation on Indemnitee
without his or her written consent. Neither the Corporation nor Indemnitee will
unreasonably withhold their consent to any proposed settlement.

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Section 9. Mandatory Indemnification; Presumption
of Entitlement.

A. Indemnification by the Corporation under Section 1 of this Agreement, and
for expenses, including, without limitation, attorneys153 fees actually incurred
under Section 2 of this Agreement, shall be mandatory and paid to the full
extent provided in this Agreement, without the need or necessity of a
determination that Indemnitee has met any standard of conduct, unless, in a
final disposition of an action, suit, or proceeding concerning the matter for
which indemnification is sought by Indemnitee, Indemnitee is adjudged or found
to have:

(a) received a financial benefit to which he was not entitled;

(b) intentionally inflicted harm on the Corporation or its shareholders;

(c) violated Section 551 of the Act; or

(d) intentionally committed a criminal act.

B. In connection with any process or proceeding, whether judicial, quasi
judicial or engaged in pursuant to Section 564a of the Act, concerning
Indemnitee153s entitlement to indemnification, it shall be presumed that
Indemnitee (a) is entitled to the indemnification provided under this Agreement,
(b) has at all times acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation, and (c) has
not engaged in or been a party to any of the conduct described in Subsection A
of this Section 9. The termination of an action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, will not alter or affect such presumption that Indemnitee acted in
good faith and in a manner Indemnitee reasonably believed to be in or not
opposed to the best interests of the Corporation or its shareholders, and, with
respect to a criminal action or proceeding, that Indemnitee153s conduct was
lawful.

Section 10. Advancement of Expenses.

Expenses incurred in defending a civil or criminal action, suit, or
proceeding described in Sections 1 or 2 of this Agreement shall be paid by the
Corporation in advance of the final disposition of the action, suit, or
proceeding upon receipt of an undertaking by or on behalf of Indemnitee to repay
the expenses, without interest, if upon the final disposition of the action,
suit, or proceeding it is determined that Indemnitee is not entitled to be
indemnified by the Corporation. The undertaking shall be by unlimited general
obligation of the person on whose behalf advances are made but need not be
secured. Claims made by Indemnitee under this Section 10, shall be paid in full
by the Corporation within ten (10) days after a written claim has been received
by the Corporation. With respect to any matter for which Indemnitee seeks
advancement of expenses, a written request for advancement of expenses by
Indemnitee shall be made only once for such matter, and all invoices relating to
such matter whether included with Indemnitee153s request for advancement of
expenses, or submitted to the Corporation subsequent thereto, shall be paid in
accordance with this Section 10.

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Section 11. Enforcement; Remedies of
Indemnitee.

A. If Indemnitee makes a claim for indemnification under this Agreement,
including, without limitation, a claim for advancement of expenses, and any such
claim is not paid-in-full to Indemnitee within thirty (30) days after a written
claim has been received by the Corporation in accordance with Section 10 of this
Agreement, Indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim.

B. Indemnitee shall be entitled to an adjudication in an appropriate court
located in or serving Monroe County in the State of Michigan of his entitlement
to such indemnification or advancement of expenses. Alternatively, Indemnitee,
at his or her option, may seek an award in arbitration to be conducted by a
single arbitrator pursuant to the commercial rules of the American Arbitration
Association to be conducted in the State of Michigan. Indemnitee shall commence
such proceeding seeking an adjudication or an award in arbitration within 180
days following the date on which Indemnitee first has the right to commence such
proceeding pursuant to this Section 11. The Corporation shall not oppose
Indemnitee153s right to seek any such adjudication or award in arbitration.

C. In the event that the Corporation asserts that Indemnitee is not entitled
to indemnification due to conduct described in Section 9A of this Agreement, any
judicial proceeding or arbitration commenced pursuant to this Section 11 shall
be conducted in all respects as a de novo trial or arbitration on the merits and
Indemnitee shall not be prejudiced by reason of the Corporation153s assertion.

D. The Corporation shall be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section 11 that the
procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that the Corporation is bound by all the provisions of this Agreement.

E. In the event that Indemnitee, pursuant to this Section 11, seeks a
judicial adjudication of or an award in arbitration to enforce his rights under,
or to recover damages for breach of, this Agreement, Indemnitee shall be
entitled to recover from the Corporation, and shall be indemnified by the
Corporation against, any and all expenses actually and reasonably incurred in
such judicial adjudication or arbitration, but only if Indemnitee prevails
therein. If it shall be determined in said judicial adjudication or arbitration
that Indemnitee is entitled to receive part but not all of the indemnification
or advancement of expenses sought, the expenses incurred by Indemnitee in
connection with such judicial adjudication or arbitration shall be appropriately
prorated.

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Section 12. Miscellaneous
Provisions.

A. Benefit and Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
assigns, heirs and legal representatives. No party may assign any rights or
duties under this Agreement without the prior written consent of the other
party.

B. Entire Agreement and Amendment. Subject to the provisions of
Section 3 hereof, this writing contains the entire agreement between the parties
with respect to the matters described herein and is a complete statement as to
the terms thereof and supersedes all previous agreements. This Agreement may not
be altered or modified or terminated except by a writing signed by the parties
hereto.

C. Severability. Each and every paragraph, sentence, term and
provision of this Agreement shall be considered severable in that, in the event
that a court finds any paragraph, sentence, term or provision to be invalid or
unenforceable, the validity and enforceability, operation, or effect of the
remaining paragraphs, sentences, terms or provisions shall not be affected, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable matter had been omitted. In any event, notwithstanding any court
finding of invalidity or unenforceability, Indemnitee shall be entitled to the
indemnifications and other rights provided in Sections 561 to 569 of the Act,
the Corporation153s Articles of Incorporation, its Bylaws and otherwise.

D. Waiver. The failure of either party at any time to require
performance by the other party of any provision of this Agreement shall not be
deemed a continuing waiver of that provision or a waiver of any other provision
of this Agreement and shall in no way affect the full right to require such
performance from the other party at any time thereafter.

E. Notices. Notices required under this Agreement shall be given in
writing and shall be deemed given when delivered in person or, if sent by
certified or registered mail, return receipt requested, postage prepaid, at the
time of the certification or registration thereof.

F. Definitions. For purposes of this Agreement:

(a) “other enterprises” shall include employee benefit
plans.

(b) “fines” shall include any excise taxes assessed on a
person with respect to an employee benefit plan.

(c) “serving at the request of the Corporation” shall
include any service as a director, officer, employee, or agent of the
Corporation which imposes duties on, or involves services by, the director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he or she reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be considered to have acted
in a manner “not opposed to the best interests of the corporation or its
shareholders” as referred to in Sections 561 and 562 of the Act.

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(d) “final disposition of the action, suit, or proceeding”
shall mean the entry of an order or judgment disposing of the matter from which
(i) there is no right of appeal, or (ii) the time for an appeal has expired.

G. Application to a Resulting or Surviving Corporation or Constituent
Corporation. The definition for “corporation” found in Section 569 of the
Act, as the same exists or may hereafter be amended is, and shall be,
specifically excluded from application to this Agreement. The indemnification
and other obligations of the Corporation set forth in this Agreement shall be
binding upon and assumed by any resulting or surviving corporation after any
acquisition, disposition, merger or consolidation with the Corporation.
Notwithstanding anything to the contrary contained herein or in Section 569 of
the Act, no person shall be entitled to the indemnification and other rights set
forth in this Agreement for acting as a director or officer of another
corporation prior to such other corporation entering into a merger or
consolidation with the corporation.

H. Non-Exclusivity; Survival of Rights; Insurance.

(a) The rights of indemnification and advancement of expenses as provided by
this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the Corporation153s
Articles of Incorporation, or Bylaws, or any agreement, vote of stockholders,
resolution of directors or otherwise, of the Corporation. No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit or
restrict any right of Indemnitee under this Agreement in respect of any action
taken or omitted by such Indemnitee prior to such amendment, alteration or
repeal. To the extent that a change in the Act, whether by statute or judicial
decision, permits greater indemnification than would be afforded currently under
the Corporation153s Articles of Incorporation, or Bylaws and this Agreement, it is
the intent of the parties hereto that Indemnitee shall enjoy by this Agreement
the greater benefits so afforded by such change. No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every
other right and remedy shall be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
right or remedy.

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(b) Regardless of whether or not the Corporation would have the power to
indemnify such person against such liability under the pertinent provisions of
the Act, to the extent that the Corporation maintains, purchases, pays for, or
maintains an insurance policy or policies providing liability insurance for
directors, officers, employees, or agents or fiduciaries of the Corporation,
Indemnitee shall be covered by such policy or policies in accordance with its or
their terms to the maximum extent of the coverage available for any director,
officer, employee, agent or fiduciary under such policy or policies, both during
the period Indemnitee serves as an officer, director, employee or agent of the
Corporation and thereafter for the maximum period contemplated in Section 7 of
this Agreement, and if, at the time of the receipt of a notice of a claim
pursuant to the terms hereof, the Corporation has director and officer liability
insurance in effect, the Corporation shall give prompt notice of the
commencement of such proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Corporation shall
thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of Indemnitee, all amounts payable as a result of such proceeding in
accordance with the terms of such policies.

I. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.

J. Governing Law. Michigan law shall govern the construction and
enforceability of this Agreement.

(Signatures on following page)

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as
of the day and year first written above.

CORPORATION:

La-Z-Boy Incorporated

a Michigan corporation

By:
Its:
La-Z-Boy Incorporated
1284 N. Telegraph
Monroe, MI 48162
INDEMNITEE:
[name]
Address for notices:

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