{"id":40000,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/incentive-award-agreement-la-z-boy-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"incentive-award-agreement-la-z-boy-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/incentive-award-agreement-la-z-boy-inc.html","title":{"rendered":"Incentive Award Agreement – La-Z-Boy Inc."},"content":{"rendered":"<\/p>\n

Fiscal year _____ cycle of the<\/strong><\/p>\n

\n

LA-Z-BOY INCORPORATED 2010 OMNIBUS INCENTIVE
\nPLAN<\/strong><\/p>\n

\n<\/p>\n

AWARD AGREEMENT<\/u><\/strong><\/p>\n

\n<\/p>\n

Agreement made effective ___________ (the “Grant Date”) between La-Z-Boy
\nIncorporated (the “Company”) and Name (the “Employee”).<\/p>\n<\/p>\n<\/p>\n

This Agreement confirms grants to the undersigned Employee of Option Awards
\nand conditional Performance Awards, and outlines terms of Short-term Cash
\nIncentive award payable to such Employee pursuant to and subject to all terms
\nand conditions of the La-Z-Boy Incorporated 2010 Omnibus Incentive Plan
\n(“Plan”), as approved by the Company153s shareholders on August 18, 2010. This
\nAgreement is also subject to the award notification letter dated ______________
\n(“Notification”) as well as the applicable specific and general conditions set
\nforth in attached Appendix A.<\/p>\n<\/p>\n<\/p>\n

The principal features of the foregoing grants and award are as follows:<\/p>\n<\/p>\n<\/p>\n

Options<\/strong><\/p>\n<\/p>\n<\/p>\n

“OPTION DATE” is ___________<\/p>\n<\/p>\n<\/p>\n

TOTAL SHARES SUBJECT TO PURCHASE OPTION: \u00abFY10_NQSOs \u00bb<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
\n

SCHEDULED VESTING DATES<\/p>\n<\/td>\n

\n

NO. OF SHARES \/ PRICE PER SHARE:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

___________<\/p>\n<\/td>\n

\n

\u00abOptions_vested_each_year \u00bb \/ $X.00<\/p>\n<\/td>\n<\/tr>\n

\n

___________<\/p>\n<\/td>\n

\n

\u00abOptions_vested_each_year \u00bb \/ $X.00<\/p>\n<\/td>\n<\/tr>\n

\n

___________<\/p>\n<\/td>\n

\n

\u00abOptions_vested_each_year \u00bb \/ $X.00<\/p>\n<\/td>\n<\/tr>\n

\n

___________<\/p>\n<\/td>\n

\n

\u00abOptions_vested_each_year \u00bb \/ $X.00<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

All options not exercised by ___________ shall be forfeited.<\/p>\n<\/p>\n<\/p>\n

Performance Award Shares (___________ Cycle)<\/strong><\/p>\n<\/p>\n<\/p>\n

MAXIMUM PERFORMANCE AWARD SHARES*<\/p>\n<\/p>\n

\u00abFY09FY11_Maximum_Performance_Shares \u00bb<\/p>\n<\/p>\n

TARGET PERFORMANCE AWARD SHARES*<\/p>\n<\/p>\n

\u00abFY09FY11_Target_Performance_Shares \u00bb<\/p>\n<\/p>\n<\/p>\n

*<\/sup><\/em> Subject to attainment of Sales Growth and\/or
\nEarnings Per Share Performance Goals.<\/em><\/p>\n<\/p>\n<\/p>\n

\n<\/p>\n

Short Term Incentive Award<\/strong><\/p>\n<\/p>\n<\/p>\n

The incentive payment you receive will be determined by multiplying (a) your
\nEligible Earnings<\/strong> (base compensation, including vacation and
\nholiday pay, earned during the fiscal year), times (b) your Target
\nShort-Term Cash Incentive Opportunity<\/strong> shown below, times (c) the
\nCompany Achievement Percentage<\/strong>, which will be determined by how
\nyour business unit performs in \u00abGoals \u00bb during the fiscal year.<\/p>\n<\/p>\n<\/p>\n

PERFORMANCE PERIOD: Fiscal Year _____<\/p>\n<\/p>\n<\/p>\n

TARGET SHORT-TERM CASH INCENTIVE OPPORTUNITY: _____% of Eligible Earnings<\/p>\n<\/p>\n<\/p>\n

COMPANY ACHIEVEMENT PERCENTAGE RANGE: 0% – 200%<\/p>\n<\/p>\n<\/p>\n

Your signature below indicates your agreement that the foregoing grants and
\naward are subject to all of the terms and conditions contained in the Plan, in
\nattached Appendix A as well as in the accompanying Notification. Your signature
\nbelow also indicates that you have received and read a copy of the Plan. The
\nterms and provisions of the Plan as it may be amended from time to time are
\nhereby incorporated by reference. In the event of a conflict between any term or
\nprovision contained in this Agreement and a term or provision of the Plan, the
\napplicable terms and provisions of the Plan will govern and prevail.<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n
\n

La-Z-Boy Incorporated<\/p>\n<\/td>\n

\n

Employee<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Kurt Darrow<\/p>\n<\/p>\n

President and<\/p>\n<\/p>\n

Chief Executive Officer<\/p>\n<\/p>\n<\/p>\n

2<\/p>\n

\n

\n<\/p>\n

AWARD AGREEMENT<\/u><\/strong><\/p>\n

\n<\/p>\n

APPENDIX A – TERMS AND CONDITIONS<\/u><\/strong><\/p>\n

\n<\/p>\n

Terms not defined in this Appendix A are, where applicable, defined as in the
\nPlan.<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

1.<\/strong><\/p>\n<\/td>\n

\n

Stock Options<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

A. Exercising Options<\/strong><\/p>\n<\/p>\n<\/p>\n

Subject to the terms of Section 13 (Payment) and Section 18.3 (Withholding
\nTaxes) of the Plan, you may exercise Options that have vested by delivering a
\nnotice of exercise as described in Section 5 of this Appendix A. When you
\nexercise an Option, you pay the grant price for Company stock. You may retain
\nthe stock (and, if you choose, sell it at a later date), or you may direct that
\nthe stock be sold immediately. The Company has engaged Merrill Lynch to provide
\nservices for exercising Options.<\/p>\n<\/p>\n<\/p>\n

You may exercise options in one of three ways:<\/p>\n<\/p>\n<\/p>\n

(a) Cash Purchase Exercise<\/u><\/p>\n<\/p>\n<\/p>\n

You pay the grant price multiplied by the number of shares covered by the
\nOptions you are exercising, plus applicable taxes by (i) sending a check or
\nwiring funds to Merrill Lynch or (ii) having sufficient funds in your Merrill
\nLynch account before you deliver notice of exercise. All of the shares covered
\nby the Options being exercised are credited to your Merrill Lynch account.<\/p>\n<\/p>\n<\/p>\n

(b) Cashless Exercise<\/u><\/p>\n<\/p>\n<\/p>\n

You may exercise your Options without any initial cash outlay. There are two
\nmethods of cashless exercise:<\/p>\n<\/p>\n<\/p>\n

(i) Cashless Hold<\/u> – Merrill Lynch sells enough shares covered by the
\nOptions you are exercising to purchase all of the shares covered by the Options
\nbeing exercised and to pay applicable taxes, costs, and fees. The remaining
\nshares are credited to your Merrill Lynch account.<\/p>\n<\/p>\n<\/p>\n

(ii) Cashless Sell<\/u> – Merrill Lynch sells all shares covered by the
\nOptions you are exercising, deducts the cost of the stock you purchased plus
\napplicable taxes, costs, and fees, and sends you a check or wires the net
\nproceeds to your bank account.<\/p>\n<\/p>\n<\/p>\n

(c) Stock Swap<\/u><\/p>\n<\/p>\n<\/p>\n

You may exercise your Options by delivering to Merrill Lynch shares of
\nCompany stock that you have owned for at least six months, duly endorsed for
\ntransfer to the Company, having a fair market value on the date you deliver it
\nequal to the grant price multiplied by the number of shares covered by the
\nOptions you are exercising, plus applicable taxes.<\/p>\n<\/p>\n<\/p>\n

3<\/p>\n

\n

\n<\/p>\n

You have access to the secure Benefits OnLine \u00ae website at
\nwww.benefits.ml.com<\/u>. Benefits OnLine provides grant summaries, modeling,
\nand the ability to exercise options and direct that stock be sold. The Company153s
\nexecutive officers and other Section 16 Insiders are required to open brokerage
\naccounts and conduct equity award transactions through The Findley-Wise Group,
\nthe Merrill Lynch Financial Advisor team designated to service the accounts.<\/p>\n<\/p>\n<\/p>\n

B. Termination of Options<\/strong><\/p>\n<\/p>\n<\/p>\n

The Options granted by this Agreement will terminate and be of no force or
\neffect at the close of business on the ten-year anniversary of the date they are
\ngranted, unless they terminate earlier as provided below.<\/p>\n<\/p>\n<\/p>\n

If you cease to be employed by the Company or one of its Affiliates, your
\nOptions will terminate or be exercisable as follows:<\/p>\n<\/p>\n<\/p>\n

Termination of employment. <\/u>If you cease to be an Employee for any
\nreason other than your retirement, death, or Disability as described below, your
\nunvested Options will immediately terminate and your vested Options will
\nautomatically terminate thirty (30) days after you cease to be an Employee
\nexcept for any Options that expire earlier by their terms. For purposes of this
\nAgreement, the following are not deemed to be a termination of employment: (i) a
\ntransfer from the Company to one of its Affiliates, from an Affiliate to the
\nCompany, or between Affiliates; or (ii) a leave of absence authorized by the
\nCompany or an Affiliate. For purposes of the Plan, termination of employment
\nwill be deemed to occur on the date on which you are no longer obligated to
\nperform services for the Company or any of its Affiliates and your right to
\nreemployment is not guaranteed either by statute or contract, regardless of
\nwhether you continue to receive compensation from the Company or any of its
\nAffiliates.<\/p>\n<\/p>\n<\/p>\n

Retirement. <\/u>For purposes of this Agreement, “Retire” means that you
\nare at least 55 years old, have been employed by the Company or an Affiliate for
\nat least 10 years, and retire with the Company153s consent. If you Retire, all of
\nyour unvested Options will immediately fully vest, and you may exercise your
\nOptions during the following 12 months except for Options that expire earlier by
\ntheir terms.<\/p>\n<\/p>\n<\/p>\n

Death or Disability. <\/u>If you cease to be an Employee because you die or
\nyou become Disabled as defined by the Plan, all of your unvested Options will
\nimmediately fully vest, and you (or your beneficiary or personal representative)
\nmay exercise your Options during the 12 months after you become Disabled or die
\n(whichever occurs first) except for Options that expire earlier by their terms.\n<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

2.<\/strong><\/p>\n<\/td>\n

\n

Restricted Stock<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Termination of Employment. <\/u>If you cease to be an Employee other than
\nbecause you die or become Disabled, you forfeit any Restricted Stock that has
\nnot vested, or for which applicable restrictions and conditions have not lapsed,
\nand you have no further rights with respect to your Award of Restricted Stock.
\nIf you die or become Disabled during the applicable restriction period, all of
\nyour Restricted Stock will immediately vest and all transfer restrictions
\nimposed by the Plan or this Agreement will immediately terminate.<\/p>\n<\/p>\n<\/p>\n

4<\/p>\n

\n

\n<\/p>\n\n\n\n
\n

3.<\/strong><\/p>\n<\/td>\n

\n

Performance Shares<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Termination of Employment.<\/u> You will not be entitled to receive any
\nPerformance Shares if, except in the circumstances described below, you cease to
\nbe an Employee before the end of the three-year performance period.<\/p>\n<\/p>\n<\/p>\n

Disability or Retirement. <\/u>Unless the Company153s Compensation Committee
\nin its discretion determines otherwise, if, before the expiration of the
\nthree-year performance period, you become Disabled, you will receive payout on
\nAwards granted at least one year earlier, prorated based on the portion of the
\nperformance period during which you were actively employed by the Company and on
\nthe Company153s performance up to the termination of such active employment. If
\nyou Retire before the expiration of the three-year performance period and if the
\nCompensation Committee determines that payment of a prorated award will be
\ndeductible compensation for Federal Income Tax purposes, then, in the discretion
\nof the Compensation Committee, you may receive full or partial payout on Awards
\ngranted at least one year earlier, prorated based on the portion of the
\nperformance period during which you were actively employed by the Company and on
\nthe Company153s performance up to the termination of such active employment. Any
\npayout will occur following the conclusion of the three-year performance period.\n<\/p>\n<\/p>\n<\/p>\n

Death.<\/u> If you die before the end of the three-year performance period,
\nthe Compensation Committee, in its discretion, may provide for payment of
\nPerformance Shares. If it does so, then in lieu of payment at the end of the
\nthree-year performance period and subject to the Compensation Committee153s
\napproval, the personal representative of your estate may request payment of 35%
\nof the maximum Performance Shares available under your Award if your last day of
\nactive employment occurred during the first half of the three-year performance
\nperiod or 50% of the maximum Performance Shares if your last day of active
\nemployment occurred during the second half of the performance period.<\/p>\n<\/p>\n<\/p>\n\n\n\n
\n

4.<\/strong><\/p>\n<\/td>\n

\n

Short-Term Cash Incentive<\/u><\/strong> (Management
\nIncentive Program)<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Termination of Employment. <\/u>Except in the circumstances described
\nbelow, you must be actively employed on the last day of the Fiscal Year to be
\neligible to receive payment of the short-term cash incentive (under the
\nManagement Incentive Program, or “MIP”).<\/p>\n<\/p>\n

Disability or Retirement. <\/u>If you Retire or became Disabled during the
\nFiscal Year, you will be entitled to receive payment based on your Eligible
\nEarnings during the year, but only to the extent that, in the opinion of the
\nCompany153s legal counsel, such payment would not adversely affect the
\ndeductibility of your MIP payment under applicable law and published guidance.\n<\/p>\n<\/p>\n

Death. <\/u>If you die during or after the Fiscal Year before receiving a
\nMIP payment that you would otherwise receive, payment based on your Eligible
\nEarnings will be made to your estate.<\/p>\n<\/p>\n

Approved Leave of Absence. <\/u>Being on an approved leave of absence
\n(including workers compensation leave, military leave, or leave approved
\npursuant to the Family and Medical Leave Act), does not affect your eligibility
\nto receive a MIP payment based on your Eligible Earnings during the fiscal year.\n<\/p>\n<\/p>\n<\/p>\n

5<\/p>\n

\n

\n<\/p>\n\n\n\n
\n

5.<\/strong><\/p>\n<\/td>\n

\n

Notices<\/u><\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n

Any notice under this Agreement to the Company should be addressed to
\nLa-Z-Boy Incorporated in care of its Secretary at 1284 N. Telegraph, Monroe,
\nMichigan 48162 and to you at the address appearing in the Company153s personnel
\nrecords, or to either party at a different address that the party designates in
\nwriting to the other party. Any such notice will be deemed effective when
\nreceived.<\/p>\n<\/p>\n<\/p>\n

6<\/p>\n

\n

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