EXHIBIT 10.1

HOOKER FURNITURE CORPORATION

RSU Award – Time-Based Vesting

Name of Grantee: [_____________]

Date of Grant: [_____________]

1.

Grant of RSUs .  Hooker Furniture Corporation (the “ Company ”) hereby grants to you [ _________ ] Restricted Stock Units   (“ RSUs ”).  Each RSU entitles you to receive the Fair Market Value of one share of Company Stock upon the terms and conditions set forth herein, including the terms set forth in the 2010 Amendment and Restatement of the Hooker Furniture Corporation Stock Incentive Plan (the “ Plan ”).  By signing below, you acknowledge that you agree to be bound by all the terms and conditions hereof and of the Plan with respect to this grant.  In the event of any conflict between the terms of this Grant Agreement and the terms of the Plan, the terms of the Plan shall control.  Capitalized terms not defined in this Grant Agreement shall have the meanings set forth in the Plan.

 

2.

Vesting .

 

(a)

The RSUs granted hereunder shall vest in accordance with the following schedule:

 

 

(b)

Except as provided in Section 2(c) , you must remain in continuous employment with the Company or a Related Company from the Date of Grant through the Vesting Date in order to vest in the RSUs.  If your employment with Company and its Related Companies terminates for any reason prior to the Vesting Date, except as provided in Section 2(c) , any unvested RSUs granted hereunder will be forfeited at such time.

 

(c)

Notwithstanding Section 2(b) above to the contrary, any unvested RSUs shall become 100% vested upon the occurrence prior to the Vesting Date of a Change of Control, provided you have been continuously employed with the Company or a Related Company from the Date of Grant through the date of the Change of Control.  In addition, if your employment with the Company and its Related Companies terminates on account of your death, Disability or Retirement before the Vesting Date, you will become vested on the date of your death, Disability or your Retirement (as applicable) in a number of RSUs equal to (i) the total RSUs that would have become vested if you continued in employment to the Vesting Date, multiplied by (ii) a fraction, the numerator of which is the number of completed months from the Date of Grant to the date of your death, Disability or Retirement (as applicable), and the denominator of which is 36.  Any fractional RSUs that become vested pursuant to this Section 2(c) shall be rounded to the nearest whole RSU.

 

 

3.

Payment .

 

(a)

RSUs that vest pursuant to Section 2 shall be paid to you (or, in the case of your death, your beneficiary) in a lump sum on or as soon as administratively practicable, but in any event within sixty (60) days, after the applicable date on which such RSUs become vested, as determined in accordance with Section 2 ; provided that any RSUs that become vested on account of a Change of Control shall be paid in a lump sum simultaneous with the occurrence of the Change of Control.

 

(b)

The payment described in subsection (a) shall be made in the form of Company Stock, in which case one share of Company Stock shall be delivered for each vested RSU.  The Committee may place any restrictions on the Company Stock issuable to you (or your beneficiary) as the Committee deems necessary or appropriate to comply with applicable securities laws.

 

(c)

Notwithstanding subsection (b) to the contrary, the Committee may, in its discretion, provide for payment in cash, in an amount equal to the total number of RSUs that have become vested multiplied by the Fair Market Value of one share of Company Stock as of the date on which payment is made, or the Committee may provide in its discretion for payment in any combination of cash and Company Stock.

 

4.	No Rights as a Shareholder .  The RSUs granted to you hereunder shall not convey to you or any other person any rights as an owner of Company Stock, including (without limitation) any voting rights, dividend rights or any rights to receive any year-end or other reports from the Company.

 

5.

Change in Capital Structure .  The number of RSUs granted hereunder shall be proportionately adjusted to reflect any stock dividend, stock split, reverse stock split, combination or exchange, merger, consolidation, or other change in capitalization with a similar substantive effect upon Company Stock without the receipt of consideration by the Company.  The Committee shall have the power and sole discretion to determine the nature and amount of the adjustment to be made in each case.  If the adjustment would produce a fractional RSU, the number of RSUs shall be rounded down to the nearest whole number.

 

6.

Nontransferability .  All rights associated with RSUs under this Grant Agreement shall belong to you alone and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution, and shall not be subject to execution, attachment, or similar process.  Upon any attempt by you to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in this Grant Agreement, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.

 

 

7.

Withholding of Taxes .  To the extent that the receipt, vesting, payment or any other event with respect to an RSU results in the receipt of compensation by you with respect to which the Company has a tax withholding obligation pursuant to applicable law, the Company will withhold from any payment to you (in cash or Company Stock) an amount equal to the Applicable Withholding Taxes, unless you make arrangements satisfactory to the Company regarding the payment by you to the Company of the Applicable Withholding Taxes.  No payment with respect to RSUs granted hereunder shall be made pursuant to this Grant Agreement until the Applicable Withholding Taxes have been satisfied in full.

 

8.

Beneficiary .   By written instrument signed and delivered to the Company, you may designate a beneficiary to receive any payments that are to be paid under this Grant Agreement after your death.  If you make no valid designation or if the designated beneficiary or beneficiaries fail to survive you or otherwise fail to receive the payments, your beneficiary will be the personal representative of your estate.

 

9.	Binding Effect .  This Grant Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and upon any person lawfully claiming under you.

 

10.	Entire Agreement .  This Grant Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the RSUs granted hereby.

 

11.	Modifications .  Except as otherwise provided in the Plan, any modification of this Grant Agreement shall be effective only if it is in writing and signed by both you and an authorized officer of the Company.

 

12.

No Right to Continued Service .  This Grant Agreement does not confer upon you any right with respect to continuance of service with the Company or any Related Company, nor shall it interfere in any way with the right of the Company or a Related Company to end your service at any time and for any reason.

 

13.	Section 409A .

(a)

It is intended that this Grant Agreement either be exempt from or comply with the requirements of Sections 409A of the Code and applicable Treasury Regulations and other generally applicable guidance issued thereunder (collectively, “ Section 409A ”), and this Grant Agreement shall be interpreted for all purposes in accordance with that intent.

 

(b)

Notwithstanding any term or provision of this Grant Agreement (including any term or provision of the Plan incorporated herein by reference), the parties hereto agree that, from time to time, the Company may, without prior notice to or consent from you, amend this Grant Agreement to the extent determined by the Company, in the exercise of its discretion in good faith, to be necessary or advisable to prevent the inclusion in your gross income pursuant to Section 409A of any compensation payable under this Grant Agreement. The Company shall notify you as soon as reasonably practicable of any such amendment affecting you.

(c)

In the event that the amounts payable under this Grant Agreement are subject to any taxes, penalties or interest under Section 409A, you shall be solely liable for the payment of any such taxes, penalties or interest.

(d)

If you are deemed on the date of a “separation from service” to be a “specified employee” (within the meaning of those terms under Section 409A and determined using any identification methodology and procedure selected by the Company from time to time), then with regard to any payment under this Grant Agreement that is “nonqualified deferred compensation” within the meaning of Section 409A and which is paid as a result of your separation from service, such payment shall not be made or provided prior to the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such separation from service, and (ii) the date of your death (the “ Delay Period ”).  Upon the expiration of the Delay Period, all payments delayed pursuant to this clause (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to you in a lump sum, and any remaining payments due under this Grant Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

14.

Miscellaneous .  This grant of RSUs is subject to the provisions of the Plan, and any applicable law or Company policy (whether in effect on the Date of Grant or adopted or modified after the Date of Grant) requiring reimbursement to the Company of incentive-based compensation following an accounting restatement due to material non-compliance by the Company with any financial reporting requirement or due to other events or conditions.

15.	Governing Law .  This grant shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia, without regard to conflicts of laws principles thereof.

 

 

HOOKER FURNITURE CORPORATION

By:                                                                          

Name: [                                                       ]

GRANTEE

                                                                                                                                                                         

Name: [                                                       ]

 
 

EXHIBIT 10.2

HOOKER FURNITURE CORPORATION

Performance Grant

Name of Grantee: [_____________]

Date of Grant: [_____________]

Performance Period:  January 30, 2012 to January 25, 2015

1.

Performance Grant .  Hooker Furniture Corporation (the “ Company ”) hereby grants to you a Performance Grant based on the terms of this Grant Agreement.  The Performance Grant entitles you to payment of a designated amount if and to the extent certain Performance Goals are achieved for the Performance Period.  The Performance Grant is subject to terms and conditions set forth herein, including the terms set forth in the 2010 Amendment and Restatement of the Hooker Furniture Corporation Stock Incentive Plan (the “ Plan ”).  By signing below, you acknowledge that you agree to be bound by all the terms and conditions hereof and of the Plan with respect to this Performance Grant.  In the event of any conflict between the terms of this Grant Agreement and the terms of the Plan, the terms of the Plan shall control.  Capitalized terms not defined in this Grant Agreement shall have the meanings set forth in the Plan.

 

2.

Performance Goals and Payout Amount .  The Company must achieve certain Performance Goals relating to growth in earnings per share during the Performance Period (as specified in Appendix A ) and, except as provided in Section 4 or 5 below, you must remain in continuous employment with the Company or a Related Company to the last day of the Performance Period (the “ Performance Period End Date ”) in order for any amount to be payable to you under this Performance Grant.  Except as otherwise provided in Section 4 , no amount shall be payable to you unless a threshold level of performance with respect to the Performance Goals is met for the Performance Period, as described in Appendix A .  The amount, if any, payable to you under this Performance Grant shall be referred to as the “ Payout Amount .”

 

3.	Time and Form of Payment .

 

(a)

Except as otherwise provided in Section 4 below, the Payout Amount will be paid in a single lump sum within ninety (90) days following the Performance Period End Date.  Payment shall be made in shares of Company Stock.  The number of shares of Company Stock payable shall be determined based on the Fair Market Value of Company Stock on the date on which the Payout Amount is paid and any factional shares of Company Stock shall be paid in cash.  Notwithstanding the forgoing, the Committee may, in its discretion, provide for payment of the Payout Amount in cash or in any combination of cash and Company Stock.

 

(b)

Before the Payout Amount may be paid, the Compensation Committee must certify in writing after the close of the Performance Period that the Performance Goal has been met and the level that was attained, and any other material terms of the Grant Agreement have been satisfied.  The Payout Amount shall be reduced to the extent necessary to comply with any limit imposed under the terms of the Plan, as determined by the Compensation Committee.

 

 

4.

Change of Control .  Notwithstanding Section 3 to the contrary, if a Change of Control occurs during the Performance Period and you have been continuously employed with the Company or a Related Company from the Date of Grant through the date of the Change of Control, you shall receive a Payout Amount equal to the amount that would have been payable if you had remained in employment to the Performance Period End Date and (i) Target Level EPS Growth and (ii) Target Level Relative GPS Growth (as defined in Appendix A ) each had been attained for the  Performance Period.  The Payout Amount shall be paid in the manner described in Section 3 , except that payment shall be made simultaneous with the occurrence of the Change of Control.

 

5.

Death, Disability or Retirement .  Notwithstanding Section 3 to the contrary, if your employment with the Company and its Related Companies terminates on account of your death, Disability or Retirement, you shall be deemed to have continued in employment with the Company and its Related Companies to the Performance Period End Date and your Payout Amount (if any) shall be equal to the product of (a) and (b), where:

 

(a)	is the Payout Amount determined in accordance with the Appendix A of this Grant Agreement, and

 

(b)	is a fraction, the numerator of which is the number of completed calendar months from the first day of the Performance Period to the date of your death, Disability or Retirement (as applicable), and the denominator of which is 36.

 

6.	No Rights as a Shareholder .  This Performance Grant shall not convey to you or any other person any rights as an owner of Company Stock, including (without limitation) any voting rights, dividend rights or any rights to receive any year-end or other reports from the Company.

 

7.

Nontransferability .  All rights associated with this Performance Grant shall belong to you alone and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution, and shall not be subject to execution, attachment, or similar process.  Upon any attempt by you to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in this Agreement, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.

 

8.

Withholding of Taxes .  To the extent that the receipt, payment or any other event with respect to this Performance Grant results in the receipt of compensation by you with respect to which the Company has a tax withholding obligation pursuant to applicable law, the Company will withhold from any payment to you (in cash or Company Stock) an amount equal to the Applicable Withholding Taxes, unless you make arrangements satisfactory to the Company regarding the payment by you to the Company of the Applicable Withholding Taxes.  No payment with respect to this Performance Grant shall be made until the Applicable Withholding Taxes have been satisfied in full.

 

 

9.

Beneficiary .   By written instrument signed and delivered to the Company, you may designate a beneficiary to receive any payments that are to be paid under this Performance Grant after your death.  If you make no valid designation or if the designated beneficiary or beneficiaries fail to survive you or otherwise fail to receive the payments, your beneficiary will be the personal representative of your estate.

 

10.	Binding Effect .  This Grant Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and upon any person lawfully claiming under you.

 

11.	Entire Agreement .  This Grant Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the Performance Grant described herein.

 

12.	Modifications .  Except as otherwise provided in the Plan, any modification of this Grant Agreement shall be effective only if it is in writing and signed by both you and an authorized officer of the Company.

 

13.

No Right to Continued Service .  This Grant Agreement does not confer upon you any right with respect to continuance of service with the Company or any Related Company, nor shall it interfere in any way with the right of the Company or a Related Company to end your service at any time and for any reason.

 

14.	Section 409A .

(a)

It is intended that this Grant Agreement either be exempt from or comply with the requirements of Sections 409A of the Code and applicable Treasury Regulations and other generally applicable guidance issued thereunder (collectively, “ Section 409A ”), and this Grant Agreement shall be interpreted for all purposes in accordance with that intent.

(b)

Notwithstanding any term or provision of this Grant Agreement (including any term or provision of the Plan incorporated herein by reference), the parties hereto agree that, from time to time, the Company may, without prior notice to or consent from you, amend this Grant Agreement to the extent determined by the Company, in the exercise of its discretion in good faith, to be necessary or advisable to prevent the inclusion in your gross income pursuant to Section 409A of any compensation payable under this Grant Agreement. The Company shall notify you as soon as reasonably practicable of any such amendment affecting you.

 

 

(c)

In the event that the amounts payable under this Agreement are subject to any taxes, penalties or interest under Section 409A, you shall be solely liable for the payment of any such taxes, penalties or interest.

(d)

If you are deemed on the date of a “separation from service” to be a “specified employee” (within the meaning of those terms under Section 409A and determined using any identification methodology and procedure selected by the Company from time to time), then with regard to any payment under this Grant Agreement that is “nonqualified deferred compensation” within the meaning of Section 409A and which is paid as a result of your separation from service, such payment or benefit shall not be made or provided prior to the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such separation from service, and (ii) the date of your death (the “ Delay Period ”).  Upon the expiration of the Delay Period, all payments delayed pursuant to this clause (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to you in a lump sum, and any remaining payments and benefits due under this Grant Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

15.	Governing Law .  This Performance Grant shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia, without regard to conflicts of laws principles thereof.

 

 

HOOKER FURNITURE CORPORATION

By:                                                                     

Name: [                                                                ]

 

GRANTEE

                                                                                                                                                                             

                                                                                                Name: [                                                                ]

 

APPENDIX A

Performance Goals and Payout Schedule

2.            Payout Tables .  The Payout Amount shall be equal to the sum of (1) the earned amount determined from Table A below (based on the level of the Company’s EPS Growth for the Performance Period) and (2) the earned amount determined from Table B below (based on the level of the Company’s Relative EPS Growth for the Performance Period).