{"id":38225,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1995-stock-based-compensation-plan-hon-industries-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1995-stock-based-compensation-plan-hon-industries-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1995-stock-based-compensation-plan-hon-industries-inc.html","title":{"rendered":"1995 Stock-Based Compensation Plan &#8211; HON Industries Inc."},"content":{"rendered":"<pre>\n                              HON INDUSTRIES INC.\n                      1995 STOCK-BASED COMPENSATION PLAN\n\n\n                               I.  INTRODUCTION\n\n1.1  Purposes.  The purposes of the 1995 Stock-Based Compensation Plan (the\n'Plan') of HON INDUSTRIES Inc. (the 'Company') and its subsidiaries from time to\ntime (individually a 'Subsidiary' and collectively the Subsidiaries') are (i) to\nalign the interests of the Company's shareholders and the recipients of awards\nunder this Plan by increasing the proprietary interest of such recipients in the\nCompany's growth and success, (ii) to advance the interests of the Company by\nattracting and retaining officers and other key employees and well-qualified\npersons who are not officers or employees of the Company ('Non-Employee\nDirectors') for service as directors of the Company and (iii) to motivate such\nemployees and non-employee directors to act in the long-term best interests of\nthe Company's shareholders. For purposes of this Plan, references to employment\nby the Company shall also mean employment by a Subsidiary.\n\n1.2  Certain Definitions.\n\n     'Agreement' shall mean the written agreement evidencing an award hereunder\nbetween the Company and the recipient of such award.\n\n     'Board' shall mean the Board of Directors of the Company.\n\n     'Bonus Stock' shall mean shares of Common Stock which are not subject to a\nRestriction Period or Performance Measures.\n\n     'Bonus Stock Award' shall mean an award of Bonus Stock under this Plan.\n\n     'Change in Control' shall have the meaning set forth in Section 5.8(b).\n \n     'Code' shall mean the Internal Revenue Code of 1986, as amended.\n\n     'Committee' shall mean the Committee designated by the Board, consisting of\nthree or more members of the Board, each of whom shall be (i) a 'disinterested\nperson' within the meaning of Rule 16b-3 under the Exchange Act and (ii) an\n'outside director' within the meaning of Section 162(m) of the Code, subject to\nany transition rules applicable to the definition of outside director.\n\n \n     'Common Stock' shall mean the common stock, $1.00 par value per share, of\nthe Company.\n\n     'Company' has the meaning specified in Section 1.1.\n\n     'Disability' shall mean the inability of the holder of an award to perform\nsubstantially such holder's duties and responsibilities for a continuous period\nof at least six months, as determined solely by the Committee.\n\n     'ERISA' shall mean the Employee Retirement Income Security Act of 1974, as\namended.\n\n     'Exchange Act' shall mean the Securities Exchange Act of 1934, as amended.\n\n     'Fair Market Value' shall mean the average of the high and low transaction\nprices of a share of Common Stock as reported in the National Association of\nSecurities Dealers Automated Quotation National Market System on the date as of\nwhich such value is being determined, or, if there are no reported transactions\nfor such date, on the next preceding date for which transactions were reported;\nprovided, however, that if Fair Market Value for any date cannot be so\ndetermined, Fair Market Value shall be determined by the Committee by whatever\nmeans or method as the Committee, in the good faith exercise of its discretion,\nshall at such time deem appropriate.\n\n     'Incumbent Board' shall have the meaning set forth in Section 5.8(b)(2)\nhereof.\n\n     'Non-Employee Director' shall mean any director of the Company who is not\nan officer or employee of the Company or any Subsidiary.\n\n     'Performance Measures' shall mean the criteria and objectives, established\nby the Committee, which shall be satisfied or met during the applicable\nRestriction Period or Performance Period as a condition to the holder's receipt,\nin the case of a Restricted Stock Award, of the shares of Common Stock subject\nto such award, or, in the case of a Performance Share Award, of payment with\nrespect to such award.  Such criteria and objectives may include, but are not\nlimited to, the attainment by a share of Common Stock of a specified Fair Market\nValue for a specified period of time, earnings per share, return on equity,\nearnings of the Company, revenues, market share, cash flows or cost reduction\ngoals, or any combination of the foregoing and any other criteria and objectives\nestablished by the Committee.  In the sole discretion of the Committee, the\nCommittee may amend or adjust (upward and downward) the Performance Measures or\nother terms and conditions of an outstanding award in recognition of\n\n                                      -2-\n\n \nunusual or nonrecurring events affecting the Company or its financial statements\nor changes in law or accounting principles.\n\n     'Performance Period' shall mean any period designated by the Committee\nduring which the Performance Measures applicable to a Performance Share Award\nshall be measured.\n\n     'Performance Share' shall mean a right, contingent upon the attainment of\nspecified Performance Measures within a specified Performance Period, to receive\none share of Common Stock, which may be Restricted Stock, or in lieu thereof,\nthe Fair Market Value of such Performance Share in cash.\n\n     'Performance Share Award' shall mean an award of Performance Shares under\nthis Plan.\n\n     'Restricted Stock' shall mean shares of Common Stock which are subject to a\nRestriction Period.\n\n     'Restricted Stock Award' shall mean an award of Restricted Stock under this\nPlan.\n\n     'Restriction Period' shall mean any period designated by the Committee\nduring which the Common Stock subject to a Restricted Stock Award may not be\nsold, transferred, assigned, pledged, hypothecated or otherwise encumbered or\ndisposed of, except as provided in this Plan or the Agreement relating to such\naward.\n\n     'Stock Award' shall mean a Restricted Stock Award or a Bonus Stock Award.\n\n     'Tax Date' shall have the meaning set forth in Section 5.5.\n\n1.3  Administration.  This Plan shall be administered by the Committee.  Any one\nor a combination of the following awards may be made under this Plan to eligible\nofficers and other key employees of the Company and its Subsidiaries:  (i) Stock\nAwards in the form of Restricted Stock or Bonus Stock and (ii) Performance\nShares.  The Committee shall, subject to the terms of this Plan, select eligible\nofficers and other key employees for participation in this Plan and determine\nthe form, amount and timing of each award to such persons and, if applicable,\nthe number of shares of Common Stock or the number of Performance Shares subject\nto such an award, the time and conditions of settlement of the award and all\nother terms and conditions of the award, including, without limitation, the form\nof the Agreement evidencing the award.  The Committee shall, subject to the\nterms of this Plan, interpret this Plan and the application thereof, establish\nrules and regulations it deems necessary or desirable for the administration of\nthis Plan and may impose, incidental to the grant of an award, conditions with\nrespect to the award, such as limiting competitive employment or other\nactivities.  All such\n                                 \n                                      -3-\n\n \ninterpretations, rules, regulations and conditions shall be conclusive and\nbinding on all parties.\n               \n     The Committee may delegate some or all of its power and authority hereunder\nto the President and Chief Executive Officer or other executive officer of the\nCompany as the Committee deems appropriate; provided, however, that the\nCommittee may not delegate its power and authority with regard to (i) the grant\nof an award under this Plan to any person who is a 'covered employee' within the\nmeaning of Section 162(m) of the Code or who, in the Committee's judgment, is\nlikely to be a covered employee at any time during the period an award hereunder\nto such employee would be outstanding or (ii) the selection for participation in\nthis Plan of an officer or other person subject to Section 16 of the Exchange\nAct or decisions concerning the timing, pricing or amount of an award to such an\nofficer or other person.\n\n          No member of the Board of Directors or Committee, and neither the\nPresident and Chief Executive Officer nor any other executive officer to whom\nthe Committee delegates any of its power and authority hereunder, shall be\nliable for any act, omission, interpretation, construction or determination made\nin connection with this Plan in good faith, and the members of the Board of\nDirectors and the Committee and the President and Chief Executive Officer or\nother executive officer shall be entitled to indemnification and reimbursement\nby the Company in respect of any claim, loss, damage or expense (including\nattorneys' fees) arising therefrom to the full extent permitted by law, except\nas otherwise may be provided in the Company's Articles of Incorporation, By-\nlaws, and under any directors' and officers' liability insurance that may be in\neffect from time to time.\n\n     A majority of the Committee shall constitute a quorum.  The acts of the\nCommittee shall be either (i) acts of a majority of the members of the Committee\npresent at any meeting at which a quorum is present or (ii) acts approved in\nwriting by a majority of the members of the Committee without a meeting.\n\n1.4  Eligibility.  Participants in this Plan shall consist of such officers or\nother key employees of the Company and its Subsidiaries as the Committee in its\nsole discretion may select from time to time.  The Committee's selection of a\nperson to participate in this Plan at any time shall not require the Committee\nto select such person to participate in this Plan at any other time.  Non-\nEmployee Directors shall be eligible to participate in this Plan in accordance\nwith Article IV.\n\n1.5  Shares Available.  Subject to adjustment as provided in Section 5.7, the\ntotal number of shares of Common Stock available for all grants of awards under\nthis Plan in any calendar year, shall be one-half of one percent (.5%) of the\noutstanding and\n\n\n\n                                      -4-\n\n \nissued Common Stock as of January 1 of such year beginning January 1, 1995, plus\nthe number of shares of Common Stock which shall have become available for\ngrants of awards under this Plan in any and all prior calendar years, but which\nshall not have become subject to any award granted in any prior year.\n                \n     Shares of Common Stock to be delivered under this Plan shall be made\navailable from authorized and unissued shares of Common Stock, or authorized and\nissued shares of Common Stock reacquired and held as treasury shares or\notherwise or a combination thereof.\n\n\n                               II.  STOCK AWARDS\n\n2.1  Stock Awards.  The Committee may, in its discretion, grant Stock Awards to\nsuch eligible persons as may be selected by the Committee.  The Agreement\nrelating to a Stock Award shall specify whether the Stock Award is a Restricted\nStock Award or Bonus Stock Award.  Stock Awards may be made in satisfaction of\nthe Company's obligations under the Company's Cash Bonus Plan, its Long Term\nIncentive Plan or any other Plan of a similar nature that may be adopted by the\nCompany.\n\n2.2  Terms of Stock Awards.  Stock Awards shall be subject to the following\nterms and conditions and shall contain such additional terms and conditions, not\ninconsistent with the terms of this Plan, as the Committee shall deem advisable.\n\n          (a) Number of Shares and Other Terms.  The number of shares of Common\nStock subject to a Restricted Stock Award or Bonus Stock Award and the\nPerformance Measures (if any) and Restriction Period applicable to a Restricted\nStock Award shall be determined by the Committee.\n\n          (b)  Vesting and Forfeiture.  The Agreement relating to a Restricted\nStock Award shall provide, in the manner determined by the Committee, in its\ndiscretion, and subject to the provisions of this Plan, for the vesting of the\nshares of Common Stock subject to such award (i) if specified Performance\nMeasures are satisfied or met during the specified Restriction Period or (ii) if\nthe holder of such award remains continuously in the employment of the Company\nduring the specified Restricted Period and for the forfeiture of the shares of\nCommon Stock subject to such award (x) if specified Performance Measures are not\nsatisfied or met during the specified Restriction Period or (y) if the holder of\nsuch award does not remain continuously in the employment of the Company during\nthe specified Restriction Period.\n\n          Bonus Stock Awards shall not be subject to any Performance Measures or\nRestriction Periods.  Notwithstanding the foregoing,\n\n\n\n                                      -5-\n\n \nBonus Stock Awards may be subject to restrictions on sale or transfer as the\nCommittee may determine.\n\n          (c)  Share Certificates.  During the Restriction Period, a certificate\nor certificates representing a Restricted Stock Award shall be registered in the\nholder's name and may bear a legend, in addition to any legend required pursuant\nto Section 5.6, indicating that the ownership of the shares represented by such\ncertificate is subject to the restrictions, terms and conditions of this Plan\nand the Agreement relating to the Restricted Stock Award.  During any period for\nwhich a Bonus Stock Award is subject to any restriction on sale or transfer, a\ncertificate or certificates representing such award shall be registered in the\nholder's name and may bear a legend, in addition to any legend required pursuant\nto Section 5.6, indicating that the ownership of the shares represented by such\ncertificate is subject to such restrictions.  All such certificates shall be\ndeposited with the Company, together with stock powers or other instruments of\nassignment (including a power of attorney), each endorsed in blank with a\nguarantee of signature if deemed necessary or appropriate, which would permit\ntransfer to the Company of all or a portion of the shares of Common Stock\nsubject to the Restricted Stock Award in the event such award is forfeited in\nwhole or in part.  Upon termination of any applicable Restriction Period (and\nthe satisfaction or attainment of applicable Performance Measures), upon the\nexpiration of any restriction on sale applicable to a Bonus Stock Award or upon\nthe grant of a Bonus Stock Award not subject to any restrictions, in each case\nsubject to the Company's right to require payment of any taxes in accordance\nwith Section 5.5, a certificate or certificates evidencing ownership of the\nrequisite number of shares of Common Stock shall be delivered to the holder of\nsuch award.\n\n          (d)  Rights with Respect to Restricted Stock Awards.  Unless otherwise\nset forth in the Agreement relating to a Restricted Stock Award, and subject to\nthe terms and conditions of a Restricted Stock Award, the holder of such award\nshall have all rights as a shareholder of the Company, including, but not\nlimited to, voting rights, the right to receive dividends and the right to\nparticipate in any capital adjustment applicable to all holders of Common Stock;\nprovided, however, that a distribution with respect to shares of Common Stock,\nother than a distribution in cash, shall be deposited with the Company and shall\nbe subject to the same restrictions as the shares of Common Stock with respect\nto which such distribution was made.\n\n2.3  Termination of Employment.  Subject to Section 5.8, all the terms relating\nto the satisfaction of Performance Measures and the termination of the\nRestriction Period relating to a Restricted Stock Award, or any cancellation or\nforfeiture of such Restricted Stock Award upon a termination of employment with\nthe Company of the holder of such Restricted Stock Award, whether by\n                                  \n                                      -6-\n\n \nreason of Disability, retirement, death or other termination, shall be set forth\nin the Agreement relating to such Restricted Stock Award.\n\n\n                        III.  PERFORMANCE SHARE AWARDS\n\n3.1  Performance Share Awards.  The Committee may, in its discretion, grant\nPerformance Share Awards to such eligible persons as may be selected by the\nCommittee.\n\n3.2  Terms of Performance Share Awards.  Performance Share Awards shall be\nsubject to the following terms and conditions and shall contain such additional\nterms and conditions, not inconsistent with the terms of this Plan, as the\nCommittee shall deem advisable.\n\n     (a) Number of Performance Shares and Performance Measures. The number\nof Performance Shares subject to any award and the Performance Measures and\nPerformance Period applicable to such award shall be determined by the\nCommittee.\n\n     (b)  Vesting and Forfeiture.  The Agreement relating to a Performance\nShare Award shall provide, in the manner determined by the Committee, in its\ndiscretion, and subject to the provisions of this Plan, for the vesting of such\naward, if specified Performance Measures are satisfied or met during the\nspecified Performance Period, and for the forfeiture of such award, if specified\nPerformance Measures are not satisfied or met during the specified Performance\nPeriod.\n\n     (c)  Settlement of Vested Performance Share Awards.  The Agreement\nrelating to a Performance Share Award (i) shall specify whether such award may\nbe settled in shares of Common Stock (including shares of Restricted Stock) or\ncash or a combination thereof and (ii) may specify whether the holder thereof\nshall be entitled to receive, on a current or deferred basis, dividend\nequivalents, and, if determined by the Committee, interest on any deferred\ndividend equivalents, with respect to the number of shares of Common Stock\nsubject to such award.  If a Performance Share Award is settled in shares of\nRestricted Stock, a certificate or certificates representing such Restricted\nStock shall be issued in accordance with Section 2.2(c) and the holder of such\nRestricted Stock shall have such rights of a shareholder of the Company as\ndetermined pursuant to Section 2.2(d).  Prior to the settlement of a Performance\nShare Award in shares of Common Stock, including Restricted Stock, the holder of\nsuch award shall have no rights as a shareholder of the Company with respect to\nthe shares of Common Stock subject to such award.\n\n3.3  Termination of Employment.  Subject to Section 5.8, all the terms relating\nto the satisfaction of Performance Measures and\n\n\n\n                                      -7-\n\n \nthe termination of the Performance Period relating to a Performance Share Award,\nor any cancellation or forfeiture of such Performance Share Award upon a\ntermination of employment with the Company of the holder of such Performance\nShare Award, whether by reason of Disability, retirement, death or other\ntermination, shall be set forth in the Agreement relating to such Performance\nShare Award.\n\n\n              IV.  PROVISIONS RELATING TO NON-EMPLOYEE DIRECTORS\n\n4.1  Eligibility.  Each Non-Employee Director shall be eligible to elect to\nreceive shares of Common Stock in accordance with this Article IV.\n\n4.2  Time and Manner of Election.  At least six (6) months prior to the date of\nany annual meeting of shareholders of the Corporation during the term of this\nPlan, Non-Employee Directors may file with the Committee or its designee a\nwritten election to receive shares of Common Stock in lieu of all or a portion\nof such Non-Employee Director's future annual retainer, paid quarterly,\nexclusive of meeting or committee fees. Notwithstanding the foregoing, an\nelection made by (i) a Non-Employee Director in respect of the annual retainer\npayable for the period beginning on the date of the 1995 annual meeting of the\nshareholders of the Company or (ii) an individual who becomes a Non-Employee\nDirector on a date less than six months prior to any annual meeting of\nshareholders, shall become effective on the first business day that is six\nmonths after the date ('Effective Date') such Non-Employee Director files such\nelection, and such election shall be applicable only to the portion of such Non-\nEmployee Director's annual retainer determined by multiplying such annual\nretainer by a fraction, the numerator of which is the number of calendar days\nfrom and including the Effective Date to and including the last day for which\nsuch Annual Retainer is payable and the denominator is 365.  An election\npursuant to this Section, once made, shall be irrevocable in respect to the\nannual retainer for which made.\n\n          The shares to be issued pursuant to this Section shall be issued on\neach date on which an installment of the Non-Employee Director's annual retainer\nwould otherwise be payable in cash.  The number of such shares to be issued\nshall be determined by dividing the amount of the then payable installment of\nthe annual retainer subject to an election under this Section by the Fair Market\nValue of a share of Common Stock on such date.  Any fraction of a share shall be\ndisregarded and the remaining amount of the annual retainer shall be paid in\ncash.\n\n\n\n\n                                      -8-\n\n \n                                  V.  GENERAL\n\n5.1  Effective Date and Term of Plan.  This Plan shall be submitted to the\nshareholders of the Company for approval and, if approved by the affirmative\nvote of a majority of the shares of Common Stock present in person or\nrepresented by proxy at the 1995 annual meeting of shareholders, shall become\neffective on the date of such approval.  This Plan shall terminate 10 years\nafter its effective date unless terminated earlier by the Board. Termination of\nthis Plan shall not affect the terms or conditions of any award granted prior to\ntermination.\n\n          Awards hereunder may be made at any time prior to the termination of\nthis Plan, provided that no award may be made later than 10 years after the\neffective date of this Plan.  In the event that this Plan is not approved by the\nshareholders of the Company, this Plan and any awards hereunder shall be void\nand of no force or effect.\n\n5.2  Amendments.  The Board may amend this Plan as it shall deem advisable,\nsubject to any requirement of shareholder approval required by applicable law,\nrule or regulation including Rule 16b-3 under the Exchange Act and Section\n162(m) of the Code; provided, however, that no amendment shall be made without\nshareholder approval if such amendment would (a) increase the maximum number of\nshares of Common Stock available for issuance under this Plan (subject to\nSection 5.7) or (b) extend the term of this Plan.  No amendment may impair the\nrights of a holder of an outstanding award without the consent of such holder.\n\n5.3  Agreement.  Each award under this Plan shall be evidenced by an Agreement\nsetting forth the terms and conditions applicable to such award.  No award shall\nbe valid until an Agreement is executed by the Company and the recipient of such\naward and, upon execution by each party and delivery of the Agreement to the\nCompany, such award shall be effective as of the effective date set forth in the\nAgreement.\n\n5.4  Non-Transferability of Performance Shares.  No Performance Share, and to\nthe extent provided pursuant to Section 2.2(c), no Bonus Stock Award, shall be\ntransferable other than (i) by will, the laws of descent and distribution or\npursuant to beneficiary designation procedures approved by the Company or (ii)\nas otherwise permitted under Rule 16b-3 under the Exchange Act as set forth in\nthe Agreement relating to such award.  Each such award may be settled during the\nparticipant's lifetime only by the holder or the holder's legal representative\nor similar person.  Except as permitted by the second preceding sentence, no\nsuch award may be sold, transferred, assigned, pledged, hypothecated, encumbered\nor otherwise disposed of (whether by\n\n\n\n                                      -9-\n\n \noperation of law or otherwise) or be subject to execution, attachment or similar\nprocess.  Upon any attempt to so sell, transfer, assign, pledge, hypothecate,\nencumber or otherwise dispose of any such award, it and all rights thereunder\nshall immediately become null and void.\n\n5.5  Tax Withholding.  The Company shall have the right to require, prior to the\nissuance or delivery of any shares of Common Stock or the payment of any cash\npursuant to an award made hereunder, payment by the holder of such award of any\nFederal, state, local or other taxes which may be required to be withheld or\npaid in connection with such award.  An Agreement may provide that (i) the\nCompany shall withhold whole shares of Common Stock which would otherwise be\ndelivered to a holder, having an aggregate Fair Market Value determined as of\nthe date the obligation to withhold or pay taxes arises in connection with an\naward (the 'Tax Date'), or withhold an amount of cash which would otherwise be\npayable to a holder, in the amount necessary to satisfy any such obligation or\n(ii) the holder may satisfy any such obligation by any of the following means:\n(A) a cash payment to the Company, (B) delivery to the Company of previously\nowned whole shares of Common Stock (which the holder has held for at least six\nmonths prior to the delivery of such shares and for which the holder has good\ntitle, free and clear of all liens and encumbrances) having an aggregate Fair\nMarket Value, determined as of the Tax Date, equal to the amount necessary to\nsatisfy any such obligation, (C) authorizing the Company to withhold whole\nshares of Common Stock which would otherwise be delivered having an aggregate\nFair Market Value, determined as of the Tax Date, or withhold an amount of cash\nwhich would otherwise be payable to a holder, equal to the amount necessary to\nsatisfy any such obligation, or (D) any combination of (A), (B) and (C), in each\ncase to the extent set forth in the Agreement relating to the award; provided,\nhowever, that the Committee shall have sole discretion to disapprove of an\nelection pursuant to any of clauses (B)-(D) and that in the case of a holder who\nis subject to Section 16 of the Exchange Act, the Company may require that the\nmethod of satisfying such an obligation be in compliance with Section 16 and the\nrules and regulations thereunder.  An Agreement may provide for shares of Common\nStock to be delivered or withheld having an aggregate Fair Market Value in\nexcess of the minimum amount required to be withheld, but not in excess of the\namount determined by applying the holder's maximum marginal tax rate.  Any\nfraction of a share of Common Stock which would be required to satisfy such an\nobligation shall be disregarded and the remaining amount due shall be paid in\ncash by the holder.\n\n5.6  Restrictions on Shares.  Each award made hereunder shall be subject to the\nrequirement that if at any time the Company determines that the listing,\nregistration or qualification of the shares of Common Stock subject to such\naward upon any securities exchange or under any law, or the consent or approval\nof any\n\n\n\n\n                                      -10-\n\n \ngovernmental body, or the taking of any other action is necessary or desirable\nas a condition of, or in connection with, the delivery of shares thereunder,\nsuch shares shall not be delivered unless such listing, registration,\nqualification, consent, approval or other action shall have been effected or\nobtained, free of any conditions not acceptable to the Company.  The Company may\nrequire that certificates evidencing shares of Common Stock delivered pursuant\nto any award made hereunder bear a legend indicating that the sale, transfer or\nother disposition thereof by the holder is prohibited except in compliance with\nthe Securities Act of 1933, as amended, and the rules and regulations\nthereunder.\n\n5.7  Adjustment.  In the event of any stock split, stock dividend,\nrecapitalization, reorganization, merger, consolidation, combination, exchange\nof shares, liquidation, spin-off or other similar change in capitalization or\nevent, or any distribution to holders of Common Stock other than a regular cash\ndividend, the number and class of securities available under this Plan, the\nnumber and class of securities subject to each outstanding Stock Award, and the\nterms of each outstanding Performance Share shall be appropriately adjusted by\nthe Committee.  The decision of the Committee regarding any such adjustment\nshall be final, binding and conclusive.  If any such adjustment would result in\na fractional security being (i) available under this Plan, such fractional\nsecurity shall be disregarded, or (ii) subject to an award under this Plan, the\nCompany shall pay the holder of such award, in connection with the first vesting\nor settlement of such award, in whole or in part, occurring after such\nadjustment, an amount in cash determined by multiplying (i) the fraction of such\nsecurity (rounded to the nearest hundredth) by (ii) the excess, if any, of (A)\nthe Fair Market Value on the vesting or settlement date over (B) the exercise or\nbase price, if any, of such award.\n\n\n\n\n                                      -11-\n\n \n5.8  Change in Control.\n\n     (a)  (1)  Notwithstanding any provision in this Plan or any Agreement,\nin the event of a Change in Control pursuant to Section (b)(3) or (4) below in\nconnection with which the holders of Common Stock receive shares of Common Stock\nthat are registered under Section 12 of the Exchange Act, (i) the Restriction\nPeriod applicable to any outstanding Restricted Stock Award shall lapse, (ii)\nthe Performance Period applicable to any outstanding Performance Share shall\nlapse, (iii) the Performance Measures applicable to any outstanding Restricted\nStock Award (if any) and to any outstanding Performance Share shall be deemed to\nbe satisfied at the maximum level, (iv) any other restrictions on sale or\ntransferability shall terminate and (v) there shall be substituted for each\nshare of Common Stock available under this Plan, whether or not then subject to\nan outstanding award, the number and class of shares into which each outstanding\nshare of Common Stock shall be converted pursuant to such Change in Control.\n \n          (2) Notwithstanding any provision in this Plan or any Agreement, in\nthe event of a Change in Control pursuant to Section (b)(1) or (2) below, or in\nthe event of a Change in Control pursuant to Section (b)(3) or (4) below in\nconnection with which the holders of Common Stock receive consideration other\nthan shares of Common Stock that are registered under Section 12 of the Exchange\nAct, each outstanding award shall be surrendered to the Company by the holder\nthereof, and each such award shall immediately be cancelled by the Company, and\nthe holder shall receive, within ten days of the occurrence of a Change in\nControl pursuant to Section (b)(1) or (2) below or within ten days of the\napproval of the shareholders of the Company contemplated by Section (b)(3) or\n(4) below, a cash payment from the Company in an amount equal to, in the case of\na Restricted Stock Award or Performance Share Award, the number of shares of\nCommon Stock or the number of Performance Shares, as the case may be, then\nsubject to such award, multiplied by the greater of (A) the highest per share\nprice offered to shareholders of the Company in any transaction whereby the\nChange in Control takes place or (B) the Fair Market Value of a share of Common\nStock on the date of occurrence of the Change in Control. The Company may, but\nis not required to, cooperate with any person who is subject to Section 16 of\nthe Exchange Act to assure that any cash payment in accordance with the\nforegoing to such person is made in compliance with Section 16 and the rules and\nregulations thereunder.\n\n     (b)  'Change in Control' shall mean:\n\n          (1) the acquisition by any individual, entity or group (within the\nmeaning of Section 13(d)(3) or 14(d)(2) of the\n      \n\n\n\n                                      -12-\n\n \nSecurities Exchange Act of 1934, as amended (the 'Exchange Act')) (a 'Person')\nof beneficial ownership (within the meaning of Rule 13d-3 promulgated under the\nExchange Act) of 20% or more of either (i) the then outstanding shares of Common\nStock of the Company (the 'Outstanding Company Common Stock') or (ii) the\ncombined voting power of the then outstanding voting securities of the Company\nentitled to vote generally in the election of Directors (the 'Outstanding\nCompany Voting Securities'); provided, however, that for purposes of this\nsubsection (1), the following acquisitions shall not constitute a Change of\nControl: (i) any acquisition directly from the Company, (ii) any acquisition by\nthe Company, (iii) any acquisition by any employee benefit plan (or related\ntrust) sponsored or maintained by the Company or any corporation controlled by\nthe Company or (iv) any acquisition by any corporation pursuant to a transaction\nwhich complies with clauses (i), (ii) and (iii) of subsection (3) of this\nSection 5.8(b); or\n\n         (2) individuals who, as of the date hereof, constitute the Board (the\n'Incumbent Board') cease for any reason to constitute at least two-thirds of the\nBoard; provided, however, that any individual becoming a Director subsequent to\nthe date hereof whose election, or nomination for election by the Company's\nshareholders, was approved by a vote of at least three-quarters of the Directors\nthen comprising the Incumbent Board shall be considered as though such\nindividual were a member of the Incumbent Board, but excluding, for this\npurpose, any such individual whose initial assumption of office occurs as a\nresult of an actual or threatened election contest with respect to the election\nor removal of Directors or other actual or threatened solicitation of proxies or\nconsents by or on behalf of a Person other than the Board; or\n\n         (3) consummation of a reorganization, merger or consolidation or sale\nor other disposition of all or substantially all of the assets of the Company (a\n'Business Combination'), in each case, unless, following such Business\nCombination, (i) all or substantially all of the individuals and entities who\nwere the beneficial owners, respectively, of the Outstanding Company Common\nStock and the Outstanding Company Voting Securities immediately prior to such\nBusiness Combination beneficially own, directly or indirectly, more than 50\npercent of, respectively, the then outstanding shares of Common Stock, and the\ncombined voting power of the then outstanding voting securities entitled to vote\ngenerally in the election of Directors, as the case may be, of the corporation\nresulting from such Business Combination (including, without limitation, a\ncorporation which as a result of such transaction owns the Company or all or\nsubstantially all of the Company's assets either directly or through one or more\nsubsidiaries) in substantially the same proportions as their ownership,\nimmediately prior to such Business Combination of the Outstanding\n\n\n\n\n                                      -13-\n\n \nCompany Common Stock and the Outstanding Company Voting Securities, as the case\nmay be, (ii) no Person (excluding any corporation resulting from such Business\nCombination or any employee benefit plan (or related trust) of the Company or\nsuch corporation resulting from such Business Combination) beneficially owns,\ndirectly or indirectly, 20 percent or more of, respectively, the then\noutstanding shares of Common Stock of the corporation resulting from such\nBusiness Combination or the combined voting power of the then outstanding voting\nsecurities of such corporation except to the extent that such ownership existed\nprior to the Business Combination and (iii) at least a majority of the members\nof the Board of Directors of the corporation resulting from such Business\nCombination were members of the Incumbent Board at the time of the execution of\nthe initial agreement, or of the action of the Board, providing for such\nBusiness Combination; or\n\n     (4) approval by the shareholders of the Company of a complete liquidation\nor dissolution of the Company.\n\n5.9  No Right of Participation or Employment.  No person shall have any right to\nparticipate in this Plan.  Neither this Plan nor any award made hereunder shall\nconfer upon any person any right to continued employment by the Company, any\nSubsidiary or any affiliate of the Company or affect in any manner the right of\nthe Company, any Subsidiary or any affiliate of the Company to terminate the\nemployment of any person at any time without liability hereunder.\n\n5.10  Rights as Shareholder.  No person shall have any right as a shareholder of\nthe Company with respect to any shares of Common Stock or other equity security\nof the Company which is subject to an award hereunder unless and until such\nperson becomes a shareholder of record with respect to such shares of Common\nStock or equity security.\n\n5.11  Governing Law.  This Plan, each award hereunder and the related Agreement,\nand all determinations made and actions taken pursuant thereto, to the extent\nnot otherwise governed by the Code or the laws of the United States, shall be\ngoverned by the laws of the State of Iowa and construed in accordance therewith\nwithout giving effect to principles of conflicts of laws.\n\n\n\n\n                                      -14-\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n \n                      (THIS PAGE INTENTIONALLY LEFT BLANK)\n\n\n\n\n\n\n\n\n\n\n                                      -15-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7789],"corporate_contracts_industries":[9399],"corporate_contracts_types":[9539,9545],"class_list":["post-38225","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hon-industries-inc","corporate_contracts_industries-consumer__furniture","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38225","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38225"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38225"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38225"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38225"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}