{"id":40540,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/severance-plan-for-executive-officers-la-z-boy-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"severance-plan-for-executive-officers-la-z-boy-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/severance-plan-for-executive-officers-la-z-boy-inc.html","title":{"rendered":"Severance Plan for Executive Officers – La-Z-Boy Inc."},"content":{"rendered":"

LA-Z-BOY INCORPORATED<\/strong><\/p>\n

\n

SEVERANCE PLAN FOR NAMED EXECUTIVE
\nOFFICERS<\/u><\/strong><\/p>\n

\n

ARTICLE I<\/strong><\/p>\n

\n

Statement of Purpose<\/strong><\/p>\n

\n

La-Z-Boy Incorporated hereby establishes the La-Z-Boy Incorporated Severance
\nPlan for Named Executive Officers to provide financial assistance through
\ncertain Severance Benefits to Participants whose employment with an Employer
\nhereunder is terminated in a Covered Termination.<\/p>\n<\/p>\n

The Plan is intended to be an unfunded welfare benefit plan for purposes of
\nthe Employee Retirement Income Security Act of 1974, as amended, and a severance
\npay plan within the meaning of the United States Department of Labor Regulation
\nSection 2510.3-2(b). This document applies to Participants whose Covered
\nTermination occurs on or after the Effective Date.<\/p>\n<\/p>\n

ARTICLE II<\/strong><\/p>\n

\n

Definitions<\/strong><\/p>\n

\n

For purposes of this Plan, the following terms shall have the meanings
\nascribed to them below:<\/p>\n<\/p>\n

“Cause”<\/em> means an Employee153s commission of any act or acts involving
\ndishonesty, fraud, illegality or moral turpitude, Employee153s willful or reckless
\nmaterial misconduct in the performance of Employee153s duties, Employee153s willful
\nhabitual neglect of material duties, Employee153s job performance that is deemed
\nbelow expectations after having been given a corrective action plan and a final
\nwarning, or Employee153s serious and reckless or intentional violation of written
\nEmployer policies.<\/p>\n<\/p>\n

“COBRA”<\/em> means the provisions regarding healthcare continuation
\ncoverage set forth in Section 601 et seq<\/em>. of ERISA and Section 4980B of
\nthe Code, and shall apply to health and welfare benefits offered by an Employer
\nas required by law.<\/p>\n<\/p>\n

“COBRA Premium”<\/em> means the monthly cost of providing healthcare
\ncontinuation coverage for a qualified beneficiary under COBRA, as adjusted from
\ntime to time.<\/p>\n<\/p>\n

“Code”<\/em> means the Internal Revenue Code of 1986, as amended.<\/p>\n<\/p>\n

“Controlled Group”<\/em> means La-Z-Boy Incorporated and its Related
\nEntities, or any of them, as currently or hereafter organized.<\/p>\n<\/p>\n

“Covered Termination”<\/em> means an Employee153s Separation from Service
\nfrom an Employer due to an involuntary reduction in the work force, the
\ninvoluntary elimination of Employee153s position (including due to outsourcing or
\njob restructuring), the involuntary termination of Employee153s employment by an
\nEmployer without Cause, or the Employee153s Separation from Service for Good
\nReason. Notwithstanding the foregoing, a Covered Termination does not include a
\nSeparation from Service for Cause or a Separation from Service for any reason if
\nthe Participant fails to return all property of the Employer153s within 10 days
\nafter the date of the Separation from Service.<\/p>\n<\/p>\n

“Effective Date”<\/em> means the date that this Plan became effective,
\nwhich is June 11, 2010.<\/p>\n<\/p>\n

“Employee”<\/em> means a common-law employee (including an officer) of an
\nEmployer who is on the Employer153s payroll.<\/p>\n<\/p>\n

“Employer”<\/em> includes La-Z-Boy Incorporated, its Related Entities, and
\nthe respective successors and assigns of each. When used in the plural,
\n“Employers” means La-Z-Boy Incorporated and all of its Related Entities.<\/p>\n<\/p>\n

“ERISA”<\/em> means the Employee Retirement Income Security Act of 1974,
\nas amended.<\/p>\n<\/p>\n

\n

“Good Reason” <\/em>means that a Participant resigns within 30 days after
\na reduction in Employee153s Monthly Base Pay or target bonus opportunity (other
\nthan in connection with a general decrease in compensation elements of similarly
\nsituated employees) or after being required to relocate Employee153s office to a
\nfacility more than 50 miles from Employee153s immediately prior principal office.
\nA resignation will be for Good Reason only if the Participant has provided
\nParticipant153s Employer with written notice of Participant153s related complaints
\nand a reasonable opportunity to cure, and the Employer does not cure within a
\nreasonable time.<\/p>\n<\/p>\n

“Key Employee”<\/em> means a “specified employee”<\/em> as determined
\nin accordance with (including measurement of the applicable effective time
\nperiods) the Treasury Regulations promulgated under Code Section 409A.<\/p>\n<\/p>\n

“La-Z-Boy Incorporated”<\/em> means La-Z-Boy Incorporated and its
\nsuccessors and assigns.<\/p>\n<\/p>\n

“Length of Service”<\/em> means the amount of employment service credited
\nto a Participant for purposes of determining the Participant153s Severance Benefit
\nPeriod as described in Article IV.<\/p>\n<\/p>\n

“Monthly Base Pay”<\/em> means the base salary or base wages that a
\nParticipant earns during a calendar month, based on the rate of pay in effect
\nfor the Participant immediately before the Participant153s Separation from
\nService, excluding overtime or any special payments, and which is used to
\ncompute the amount of Severance Pay under Article IV of the Plan.<\/p>\n<\/p>\n

“Participant”<\/em> means an Employee who is eligible for, and is
\nparticipating in, this Plan pursuant to Article III.<\/p>\n<\/p>\n

“Plan”<\/em> means the La-Z-Boy Incorporated Severance Plan for Named
\nExecutive Officers as set forth in this document and its schedules and
\nattachments.<\/p>\n<\/p>\n

“Plan Administrator”<\/em> means the person or committee responsible for
\nadministration of the Plan as set forth in Article VIII of the Plan.<\/p>\n<\/p>\n

“Plan Year”<\/em> means the calendar year for recordkeeping purposes.<\/p>\n<\/p>\n

“Related Entity”<\/em> means a corporation or other entity if it and
\nLa-Z-Boy Incorporated are members of a controlled group of corporations as
\ndefined in Section 414(b) of the Code or are under common control as defined in
\nSection 414(c) of the Code. A Related Entity may adopt this Plan by a corporate
\nresolution and execution of a counterpart of this Plan.<\/p>\n<\/p>\n

“Release Date”<\/em> means the date on which a Participant153s signed
\nRelease Agreement required under Section 6.1 of the Plan becomes irrevocable and
\nnon-rescindable.<\/p>\n<\/p>\n

“Separation from Service”<\/em> means an Employee153s cessation of the
\nperformance of services for La-Z-Boy Incorporated and all of its Related
\nEntities; provided, however, that a “Separation from Service”<\/em> shall not
\nbe deemed to have occurred for purposes of this Plan unless the relevant
\ncircumstances constitute the Employee153s “Separation from Service”<\/em>
\nwithin the meaning of Section 409A of the Code.<\/p>\n<\/p>\n

“Severance Benefit Period”<\/em> means the period of time during which
\nSeverance Benefits are payable to, or on behalf of, a particular Participant (as
\napplicable), if that Participant otherwise qualifies for Severance Benefits
\npursuant to the provisions of this Plan.<\/p>\n<\/p>\n

“Severance Benefits”<\/em> means the “Severance Pay”<\/em> and
\n“COBRA Continuation Coverage”<\/em> benefits as defined and described in
\nArticle IV.<\/p>\n<\/p>\n

“Termination Date”<\/em> means the date on which a Covered Termination
\nbecomes effective.<\/p>\n<\/p>\n

2<\/p>\n

\n

\n

ARTICLE III<\/strong><\/p>\n

\n

Eligibility and Participation<\/strong><\/p>\n

\n

To be eligible for Severance Benefits under the Plan, an Employee must become
\na Participant in this Plan and continue to be a Participant immediately before
\nthe Participant153s Termination Date. An Employee will become a Participant in
\nthis Plan on the date (but not prior to the Effective Date) that the Employee is
\ndesignated as a “Named Executive Officer” for purposes of La-Z-Boy
\nIncorporated153s annual proxy statement. Each Participant shall be listed on
\nSchedule A to this Plan, which schedule may be updated from time to time by the
\nCompany. Severance Benefits may only be distributed to, or on behalf of, a
\nParticipant (as applicable) if the remaining requirements of this Plan are met.\n<\/p>\n<\/p>\n

ARTICLE IV<\/strong><\/p>\n

\n

Benefits<\/strong><\/p>\n

\n

Section 4.1. Severance Benefits and Duration.<\/strong> A Participant
\nwho has a Separation from Service that constitutes a Covered Termination shall
\nbe entitled to the following Severance Benefits:<\/p>\n<\/p>\n\n\n\n\n
\n

(a)<\/p>\n<\/td>\n

\n

Severance Pay – A Participant shall receive Monthly Base Pay according the
\napplicable Employer153s standard payroll practices until the expiration of the
\nSeverance Benefit Period.<\/p>\n<\/td>\n<\/tr>\n

\n

(b)<\/p>\n<\/td>\n

\n

COBRA Continuation Coverage : In the event that a Participant is otherwise
\neligible for COBRA and complies with all elections and procedures of the
\napplicable plan, an applicable Employer shall, during the Severance Benefit
\nPeriod, pay any amount of premiums necessary for the Participant to incur no
\nmore premium cost, on a monthly basis, than the Participant incurred immediately
\nprior to the Participant153s Separation from Service; provided that the portion of
\nthe premium cost charged to the Participant subsequent to the Separation from
\nService may be increased or decreased on a basis consistent with the increase or
\ndecrease in premium cost charged by the applicable Employer to similarly
\nsituated Employees and Participants. The Employer153s payments, as applicable,
\nshall be made to the entity funding the applicable plan153s coverage and not to
\nthe Participant. If Employee was a Key Employee and if (in the reasonable
\nopinion of the Plan Administrator) such payments by the Employer during the
\nsix-month period following the Key Employee153s Separation from Service are not
\npermitted under Section 409A of the Internal Revenue Code, then such payments
\nmay be postponed or suspended until the end of such six-month period.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Upon termination of the Severance Benefit Period, any further health care
\ncoverage under COBRA to which the Participant may be entitled under applicable
\nlaw shall continue only if the Participant (or beneficiary, as the case may be
\nunder applicable law) pays the full cost thereof (using rates and procedures
\napplicable, from time to time, to the Employer153s standard COBRA procedures).
\nNotwithstanding the foregoing, if COBRA continuation coverage is no longer
\nrequired to be provided to a Participant by law during the Severance Benefit
\nPeriod, any payments by an Employer related to COBRA on behalf of that
\nParticipant (or qualified beneficiaries) under this Plan will also terminate.\n<\/p>\n<\/p>\n

Notwithstanding anything to the contrary contained herein, a Participant must
\ncomply with the release requirements of Section 6.1 to receive Severance
\nBenefits. In no event shall any Participant be entitled to receive cash or other
\nbenefits in lieu of COBRA Premiums, and the Severance Benefits (unless otherwise
\nset forth above) shall be provided in accordance with the Severance Benefit
\nPeriod set forth below:<\/p>\n<\/p>\n

Participant153s Position with La-Z-Boy Incorporated Severance
\nBenefit Period<\/u><\/strong><\/p>\n<\/p>\n

Chief Executive Officer 24 months<\/p>\n<\/p>\n

All other Participants 12 months<\/p>\n<\/p>\n

3<\/p>\n

\n

\n

ARTICLE V<\/strong><\/p>\n

\n

Payment<\/strong><\/p>\n

\n

Section 5.1. Delayed Payment Date for Key Employees if
\nRequired.<\/strong> Notwithstanding anything to the contrary in this Plan, if a
\nParticipant is a Key Employee at the time of Participant153s Separation from
\nService (other than due to death), then the Severance Benefits payable to
\nParticipant under this Plan, if any, and any other severance payments or
\nseparation benefits payments that may be considered deferred compensation under
\nSection 409A (together, the “Deferred Compensation Separation Benefits”)
\notherwise due to the Participant on or within the six-month period following
\nsuch Separation from Service will accrue during such six-month period and will
\nbecome payable in a lump sum payment (less applicable withholding taxes) on the
\ndate six months and one (1) day after such Separation from Service. All
\nsubsequent payments, if any, will be payable in accordance with the payment
\nschedule applicable to each payment or benefit. Notwithstanding anything herein
\nto the contrary, if a Participant dies following the Participant153s Separation
\nfrom Service but prior to the six month anniversary of the Participant153s
\nSeparation from Service, then any payments delayed in accordance with this
\nparagraph will be payable in a lump sum (less applicable withholding taxes) to
\nParticipant153s estate as soon as administratively practicable after the date of
\nParticipant153s death and all other Deferred Compensation Separation Benefits will
\nbe payable in accordance with the payment schedule applicable to each payment or
\nbenefit. Each payment of severance benefits to a Participant under this
\nAgreement that is made by March 15 of the calendar year following the
\nParticipant153s Separation From Service and is intended to not constitute a
\n“deferral of compensation” by virtue of the “short term deferral” rule of
\nTreasury Regulations Section 1.409A-1(b)(4) shall constitute a “separate
\npayment” for purposes of application of that rule.<\/p>\n<\/p>\n<\/p>\n

Section 5.2. Death of Participant.<\/strong> In the event a
\nParticipant (including a Participant who is a Key Employee) dies before
\nreceiving the Participant153s Severance Pay under the Plan, the Severance Benefits
\nshall terminate and no further Severance Benefits shall be provided by this Plan
\non behalf of that Participant, unless otherwise required by law.<\/p>\n<\/p>\n<\/p>\n

Section 5.3. Change of Control.<\/strong> Notwithstanding any
\nprovision in this Plan to the contrary, a Participant who receives any payment
\nor benefit pursuant to a change in control agreement with the Company (the “CIC
\nBenefit”) shall not be entitled to any payment or benefit pursuant to this Plan
\nexcept to the extent that the payment or benefit that the Participant would
\notherwise receive pursuant to this Plan exceeds the CIC Benefit for the same
\nperiod.<\/p>\n<\/p>\n<\/p>\n

Section 5.4. Limitation on Amount and Duration of Payments.
\n<\/strong>To assure compliance with Labor Reg. \u00a7 2510.3-2(b)(2)(i), the total
\namount of Severance Pay shall not exceed two times the Employee153s “annual
\ncompensation” during the year immediately before the Employee’s termination,
\nwithin the meaning of such regulation, and all installments of Severance Pay
\nshall be completed within 24 months of the Employee153s Separation from Service.
\nAny payment that would otherwise be required hereunder but that would, but for
\nthis Section 5.4, be made after the conclusion of said 24-month period shall be
\nincluded in the last payment made to the Employee within said 24-month period.\n<\/p>\n<\/p>\n

4<\/p>\n

\n

\n

ARTICLE VI<\/strong><\/p>\n

\n

Requirement of Effective Release; Integration with
\nOther Benefits<\/strong><\/p>\n

\n

Section 6.1. Releases Generally.<\/strong> In addition to the
\nremaining requirements of this Plan, it shall be a condition of eligibility for
\nSeverance Benefits that the Participant shall have timely signed a release
\nagreement (the “Release Agreement”<\/em>) within the period of time specified
\nbelow and shall not have timely revoked or rescinded such Release Agreement.
\nSuch Release Agreement shall be in a form acceptable to the Plan Administrator
\nthat complies with applicable law and which is appropriate for the Participant153s
\nclassification. The Release Agreement may include, among other items, a covenant
\nnot to compete with the Employers. A Release Agreement must be signed no later
\nthan the date specified in the form Release Agreement provided to the
\nParticipant by the Plan Administrator.<\/p>\n<\/p>\n

No Severance Pay shall be paid to a Participant unless and until the
\nParticipant timely signs the Release Agreement and the period of time for
\nrevoking or rescinding such agreement under applicable law has expired without
\nthe Participant153s having revoked or rescinded such agreement.<\/p>\n<\/p>\n<\/p>\n

Section 6.2. Benefit Programs Generally.<\/strong> Severance Benefits
\nunder this Plan are in addition to all pay (including accrued vacation pay) and
\nother benefits normally payable to a Participant as of the Participant153s
\nTermination Date according to the established applicable policies, plans, and
\nprocedures of La-Z-Boy Incorporated and its Related Entities.<\/p>\n<\/p>\n

ARTICLE VII<\/strong><\/p>\n

\n

Discontinuance, Reduction, or Repayment of Benefits
\nUpon Re-Employment or For Cause<\/strong><\/p>\n

\n

Section 7.1. Discontinuance, Reduction, or Repayment upon
\nRe-Employment.<\/strong> If a Participant is subsequently employed by any
\nemployer or engaged as a contractor before or after all of the Participant153s
\nSeverance Benefits under this Plan have been paid or provided, the following
\nprovisions shall apply:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Severance Pay – A rehired Participant (whether hired or engaged as a
\ncontractor by Employers or some other party) shall be entitled to receive and
\nretain the portion of the Participant153s Severance Pay that is attributable to
\nthe portion of the Severance Benefit Period (including any fraction of a month)
\nfrom the Termination Date through the date the Participant is rehired. For the
\nportion of the Severance Benefit Period (including any fraction of a month)
\nbeginning with the date that the Participant is rehired, the Participant shall
\nbe entitled to receive and retain only that portion of the Participant153s
\nSeverance Pay that is in excess of the compensation the Participant receives
\nfrom such new employment or engagement for such period.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

COBRA Continuation Coverage – The Employer153s payments for COBRA Premiums
\nrelated to COBRA Continuation Coverage shall terminate (prorated if necessary)
\nas of the date that the Participant gains health coverage upon reemployment.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

Discontinuance – Notwithstanding anything herein to the contrary, if, during
\nthe Severance Benefit Period, a Participant (i) begins work as an employee,
\nindependent contractor, owner, or in any other capacity, with a company or
\nproprietorship that is in competition in the United States or Canada with
\nLa-Z-Boy Incorporated or any Related Entity as such business is conducted at the
\ntime of termination; or (ii) in any fashion, form, or manner, either directly or
\nindirectly, solicits, interferes with, or endeavors to entice away from the
\nControlled Group any customer, employee, supplier, person, firm, corporation, or
\nentity who regularly deals with the Controlled Group, or directly or indirectly
\ninterferes with, entices away, or causes any other entity to employ, any
\nemployee or contractor of the Controlled Group; or (iii) discloses to anyone
\ntrade secrets, commercially sensitive information, or other confidential
\ninformation of the Controlled Group except as required by law, then the
\nSeverance Benefit Period shall thereupon immediately terminate, and the
\nParticipant shall thereafter not be entitled to any Severance Benefits.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5<\/p>\n

\n

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

(d)<\/p>\n<\/td>\n

\n

Repayment – The Participant shall promptly advise the Plan Administrator upon
\naccepting other employment or work and prior to the commencement of such
\nemployment or work. The Participant shall repay to the applicable Employer the
\nportion, if any, of Severance Benefits that are in excess of the Participant153s
\nentitlement as described herein. The Participant shall repay to the applicable
\nEmployer all Severance Benefits paid if the Participant at any time discloses to
\nanyone trade secrets, commercially sensitive information, or other confidential
\ninformation of the Controlled Group except as required by law. The Employers
\nshall have the right to seek enforcement of their rights to repayment in any
\ncourt of competent jurisdiction. Nothing in this section shall be construed to
\nlimit any other remedy that the Employers153 may have.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Section 7.2. Discontinuance or Repayment for Cause.<\/strong>
\nNotwithstanding any other provision of the Plan, if the Plan Administrator
\ndetermines, at any time, that a Participant committed any act or omission, while
\nthe Participant was employed by an Employer, that would constitute Cause, then
\n(i) payment of any Severance Benefits otherwise payable to the Participant under
\nthe Plan shall cease; (ii) payments by the Employer for COBRA Premiums shall
\ncease; and (iii) the Participant shall repay any and all Severance Pay
\npreviously paid to the Participant under the terms of this Plan and reimburse
\nthe Employer for any payments by the Employer for COBRA Premiums. The Employers
\nshall have the right to seek enforcement of their rights under clause (iii)
\nabove in any court of competent jurisdiction.<\/p>\n<\/p>\n

ARTICLE VIII<\/strong><\/p>\n

\n

Plan Administration<\/strong><\/p>\n

\n

Section 8.1. General Administration.<\/strong> La-Z-Boy Incorporated
\nmay appoint one or more individuals or a committee to serve as Plan
\nAdministrator for the Plan. In the absence of such an appointment, the Plan
\nAdministrator shall be the Compensation Committee of La-Z-Boy Incorporated. The
\nPlan Administrator shall have the discretionary authority to determine
\neligibility for Severance Benefits under the Plan and to construe the terms of
\nthe Plan, including the making of factual determinations. Benefits under the
\nPlan shall be paid only if the Plan Administrator decides in its discretion that
\na Claimant is entitled to such benefits. The decisions of the Plan Administrator
\nshall be final and conclusive with respect to all questions concerning
\nadministration and interpretation of the Plan and those decisions shall be given
\nthe most deference allowed by law, including case law. The Plan Administrator
\nmay delegate to other persons responsibilities for performing certain of the
\nduties of the Plan Administrator under the terms of the Plan and may seek such
\nprofessional advice as the Plan Administrator deems reasonably necessary with
\nrespect to the Plan. The Plan Administrator shall be entitled to rely on the
\ninformation and advice furnished by such delegates and professionals unless the
\nPlan Administrator has actual knowledge that such information and advice is
\ninaccurate or unlawful.<\/p>\n<\/p>\n

Section 8.2. Code Section 409A and other Compliance. <\/strong>To the
\nextent that this Plan is subject to Section 409A of the Code, La-Z-Boy
\nIncorporated intends for the Plan to comply with the requirements of Section
\n409A of the Code and Treasury Regulations promulgated thereunder and other
\napplicable rulings and guidance (but this Plan shall not be deemed to be subject
\nto such law, regulations or guidance merely by virtue of the references
\ncontained herein). The Plan Administrator shall have authority to interpret and
\nadminister the Plan to comply with Code Section 409A, Section 16 of the
\nSecurities Exchange Act of 1934 and other laws, regulations and controlling
\nguidance to the extent applicable.<\/p>\n<\/p>\n

ARTICLE IX<\/strong><\/p>\n

\n

Claims Procedure<\/strong><\/p>\n

\n

Section 9.1. Filing a Claim.<\/strong> Any individual (“Claimant”) who
\nbelieves he is eligible for Severance Benefits under this Plan that have not
\nbeen provided may submit an application for Severance Benefits to the Plan
\nAdministrator (or to such other person who may be designated by the Plan
\nAdministrator) in writing in such form as is provided or approved by the Plan
\nAdministrator. A Claimant shall have no right to seek review of a denial of
\nSeverance Benefits, or to bring any action in any court to enforce a claim,
\nprior to filing a claim (“Claim”) and exhausting rights under this Article IX.\n<\/p>\n<\/p>\n

6<\/p>\n

\n

\n

When a Claim has been filed properly, it shall be evaluated and the Claimant
\nshall be notified of the approval or the denial of the Claim within ninety (90)
\ndays after the receipt of such Claim unless special circumstances require an
\nextension of time for processing the Claim. If such an extension of time for
\nprocessing is required, written notice of the extension shall be furnished to
\nthe Claimant prior to the termination of the initial ninety (90) day period,
\nwhich notice shall specify the special circumstances requiring an extension and
\nthe date by which a final decision will be reached (which date shall not be
\nlater than one hundred and eighty (180) days after the date on which the Claim
\nwas filed). A Claimant shall be given a written notice in which the Claimant
\nshall be advised as to whether the Claim is granted or denied, in whole or in
\npart. If a Claim is denied, in whole or in part, the notice shall contain (a)
\nthe specific reasons for the denial, (b) references to pertinent Plan provisions
\non which the denial is based, (c) a description of any additional material or
\ninformation necessary to perfect the Claim and an explanation of why such
\nmaterial or information is necessary, and (d) the Claimant153s right to seek
\nreview of the denial.<\/p>\n<\/p>\n

Section 9.2. Review of Claim Denial.<\/strong> If a Claim is denied,
\nin whole or in part, the Claimant shall have the right to (a) request that the
\nPlan Administrator review the denial, (b) review pertinent documents, and (c)
\nsubmit issues and comments in writing, provided that the Claimant files a
\nwritten request for review with the Plan Administrator within sixty (60) days
\nafter the date on which the Claimant received written notification of the
\ndenial. Within sixty (60) days after a request for review is received, the
\nreview shall be made and the Claimant shall be advised in writing of the
\ndecision on review, unless special circumstances require an extension of time
\nfor processing the review, in which case the Claimant shall be given a written
\nnotification within such initial sixty (60) day period specifying the reasons
\nfor the extension and when such review will be completed (provided that such
\nreview will be completed within one hundred and twenty (120) days after the date
\non which the request for review was filed). The decision on review by the Plan
\nAdministrator shall be forwarded to the Claimant in writing and shall include
\nspecific reasons for the decision and reference to Plan provisions on which the
\ndecision is based. A decision on review shall be final and binding on all
\npersons for all purposes.<\/p>\n<\/p>\n

ARTICLE X<\/strong><\/p>\n

\n

Amendment and Termination<\/strong><\/p>\n

\n

La-Z-Boy Incorporated reserves the right to modify or amend the Plan from
\ntime to time in writing or to terminate the Plan; provided, however, that no
\nsuch amendment or termination shall reduce the amount of Severance Benefits
\npayable to any Participant whose Termination Date has already occurred, who has
\nsigned and not revoked or rescinded a Release Agreement required by Section 6.1,
\nand who has completed all other applicable paperwork on or before the effective
\ndate of such amendment or termination. Notwithstanding the foregoing, the Plan
\nmay be amended or modified (i) to the extent necessary or advisable to comply
\nwith or obtain the benefits or advantages under the provisions of applicable
\nlaw, regulations or rulings or requirements of the Internal Revenue Service or
\nother governmental agency or of changes in such law, regulations, ruling or
\nrequirements (including, without limitation, any amendment necessary to comply
\nwith or secure an exemption from Section 409A of the Code) or (ii) to adopt any
\nother procedural or cosmetic amendment that does not materially change the
\nbenefits to Participants or materially increase the cost of the benefits
\nprovided hereunder. No oral or written representations contrary to the terms of
\nthe Plan shall be binding.<\/p>\n<\/p>\n

ARTICLE XI<\/strong><\/p>\n

\n

Miscellaneous<\/strong><\/p>\n

\n

Section 11.1. Participant Information.<\/strong> Each Participant
\nshall notify the Plan Administrator of the Participant153s current contact
\ninformation and changes thereto. In addition, each Participant shall be required
\nto furnish the Plan Administrator with any other information and data that the
\nPlan Administrator considers necessary for the proper administration of the
\nPlan. The information provided by the Participant under this provision shall be
\nbinding on the Participant and the Participant153s dependents, beneficiaries, and
\nsimilar parties (to the extent applicable, if any) for all purposes of the Plan,
\nunless such representations are known to be false. The receipt of Severance
\nBenefits under the Plan by each Participant is conditioned on the Participant153s
\nfurnishing true and complete data, evidence, or other information, and the
\nParticipant153s timely signing of any document related to the Plan and otherwise
\nrequested by the Plan Administrator.<\/p>\n<\/p>\n

7<\/p>\n

\n

\n

Section 11.2. Successors and Assigns.<\/strong> The obligations of the
\nEmployers under the Plan shall be assumed by their successors and assigns,
\nincluding, but not limited to, any person or entity receiving the transfer of
\nstock or assets of an Employer.<\/p>\n<\/p>\n

Section 11.3. Employment Rights.<\/strong> The existence of the Plan
\nshall not confer any legal or other rights on any Employee to continue
\nemployment, and, absent any other agreement to the contrary, the Employers
\nreserve the right to terminate any Employee with or without cause at any time,
\nnotwithstanding the provisions of this Plan.<\/p>\n<\/p>\n

Section 11.4. Controlling Law.<\/strong> The provisions of this Plan
\nshall be governed, construed, and administered in accordance with the laws of
\nthe State of Michigan unless otherwise preempted by ERISA or other federal law.\n<\/p>\n<\/p>\n

Section 11.5. Notices.<\/strong> Any notice, request, election, or
\nother communication under this Plan shall be in writing and shall be considered
\ngiven when delivered personally, electronically mailed, or mailed by first-class
\nmail properly addressed (which, in the case of a Participant, shall include
\nmailing to the last address provided to the Plan Administrator by such
\nParticipant). Notice to the Plan Administrator shall be acceptable if to the
\nfollowing: Compensation Committee of La-Z-Boy Incorporated, 1284 North Telegraph
\nRoad, Monroe, Michigan 48162.<\/p>\n<\/p>\n

Section 11.6. Interests Not Transferable.<\/strong> The interest of
\nany Participant entitled to Severance Benefits under the Plan is not subject to
\nsale, transferability, alienation, assignment, or encumbrance except as
\notherwise provided herein or as provided by ERISA or other controlling law.<\/p>\n<\/p>\n

Section 11.7. Mistake of Fact or Law.<\/strong> Any mistake of fact or
\nlaw shall be corrected when it becomes known and proper adjustment made by
\nreason thereof. A Participant shall be required to return any payment, or
\nportion thereof, made by mistake of fact or law to the applicable Employer that
\nmade such payment.<\/p>\n<\/p>\n

Section 11.8. Plan Funding.<\/strong> No person shall acquire by
\nreason of the Plan any right in or title to any assets, funds, or property of
\nany Employer. Any Severance Benefits that become payable under the Plan are
\nunfunded obligations of the Participant153s Employer and shall be paid from the
\ngeneral assets of such Employer.<\/p>\n<\/p>\n<\/p>\n

Section 11.9. Headings.<\/strong> The headings in this Plan are for
\nconvenience of reference and shall not be given substantive effect.<\/p>\n<\/p>\n

Section 11.10. Severability.<\/strong> If any provision of this Plan
\nis held illegal or invalid for any reason, the remaining provisions of this Plan
\nshall not be affected.<\/p>\n<\/p>\n

Section 11.11. Withholding.<\/strong> Notwithstanding any other
\nprovision of this Plan, the Employers may withhold from any and all Severance
\nBenefits federal, state, or local or foreign taxes as may be required to be
\nwithheld pursuant to any applicable law or regulation.<\/p>\n<\/p>\n

Section 11.12. Indemnification.<\/strong> Any individual serving as
\nPlan Administrator without compensation, and each and every Employee to whom are
\ndelegated duties, responsibilities, and authority with respect to the Plan,
\nshall be indemnified to the fullest extent permitted by applicable law and the
\nbylaws or other corporate documents of the Employers.<\/p>\n<\/p>\n

8<\/p>\n

\n

\n

Executed this _ – -_____ day of June, 2010.<\/p>\n<\/p>\n

LA-Z-BOY INCORPORATED<\/p>\n<\/p>\n<\/p>\n<\/p>\n

By:<\/p>\n<\/p>\n

Its:<\/p>\n<\/p>\n<\/p>\n

Adopting Employers:<\/p>\n<\/p>\n<\/p>\n

England, Inc.<\/p>\n<\/p>\n

By:<\/p>\n<\/p>\n

Its:<\/p>\n<\/p>\n<\/p>\n

Kincaid Furniture Company, Incorporated<\/p>\n<\/p>\n

By:<\/p>\n<\/p>\n

Its:<\/p>\n<\/p>\n<\/p>\n

La-Z-Boy Retail, Inc.<\/p>\n<\/p>\n

By:<\/p>\n<\/p>\n

Its:<\/p>\n<\/p>\n<\/p>\n

9<\/p>\n

\n

\n

Schedule A<\/strong><\/p>\n

\n

to La-Z-Boy Incorporated Severance Plan for Named
\nExecutive Officers<\/strong><\/p>\n

\n<\/p>\n

This schedule sets forth the Participants in the La-Z-Boy Incorporated
\nSeverance Plan for Named Executive Officers as determined by the Article III of
\nthe Plan and any other relevant provisions and Plan interpretations:<\/p>\n<\/p>\n<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n
\n

Participant<\/strong><\/p>\n<\/td>\n

\n

Date of Participation<\/strong><\/p>\n<\/td>\n

\n

Position in La-Z-Boy Incorporated<\/strong><\/p>\n<\/td>\n<\/tr>\n

\n

Kurt L. Darrow<\/p>\n<\/td>\n

\n

June 11, 2010<\/p>\n<\/td>\n

\n

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

\n

Mark S. Bacon, Sr.<\/p>\n<\/td>\n

\n

June 11, 2010<\/p>\n<\/td>\n

\n

Senior Vice President<\/p>\n<\/td>\n<\/tr>\n

\n

Steven M. Kincaid<\/p>\n<\/td>\n

\n

June 11, 2010<\/p>\n<\/td>\n

\n

Senior Vice President<\/p>\n<\/td>\n<\/tr>\n

\n

Louis M. Riccio, Jr.<\/p>\n<\/td>\n

\n

June 11, 2010<\/p>\n<\/td>\n

\n

Senior Vice President<\/p>\n<\/td>\n<\/tr>\n

\n

Otis S. Sawyer<\/p>\n<\/td>\n

\n

June 11, 2010<\/p>\n<\/td>\n

\n

Senior Vice President<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n<\/p>\n

10<\/p>\n

\n

<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8011],"corporate_contracts_industries":[9399],"corporate_contracts_types":[9539,9551],"class_list":["post-40540","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-la-z-boy-inc","corporate_contracts_industries-consumer__furniture","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40540","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=40540"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40540"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40540"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40540"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}