LEGGETT & PLATT INC (Form: 8-K, Received: 03/06/2013 12:35:02)

If to the Executive:

If to the Company:

David S. Haffner

Leggett & Platt, Incorporated

No. 1 Leggett Road

Carthage, Missouri 64836

Attention: Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 28, 2013

LEGGETT & PLATT, INCORPORATED

(Exact name of registrant as specified in its charter)


Missouri	001-07845	44-0324630
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

No. 1 Leggett Road, Carthage, MO		64836
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 417-358-8131

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Promotion of Executive Officers

On March 1, 2013, David S. Haffner, Karl G. Glassman and Matthew C. Flanigan entered into new four-year employment agreements and severance benefit agreements with the Company, as described below. In connection with the employment agreements, each of the executive’s positions changed. Subject to the employment and severance benefit agreements, the executive officers generally serve at the pleasure of the Board of Directors.

Mr. Haffner, age 60, whose title was President and CEO, will continue to serve the Company as CEO. Also, the Nominating and Corporate Governance Committee nominated Mr. Haffner to become Board Chair, subject to his re-election to the Board at the Annual Shareholders Meeting on May 9, 2013 and Board approval at its May 2013 meeting. Mr. Haffner was appointed CEO in 2006 and had served as President of the Company since 2002. He served as COO from 1999 to 2006 and as the Company’s Executive Vice President from 1995 to 2002. Mr. Haffner has served the Company in various capacities since 1983.

Mr. Glassman, age 54, was promoted to President and COO. He previously served as Executive Vice President and COO. Mr. Glassman was appointed COO in 2006 and had served as Executive Vice President of the Company since 2002. He served as President of the Residential Furnishings segment from 1999 to 2006, as Senior Vice President of the Company from 1999 to 2002 and as President of Bedding Components from 1996 to 1998. Mr. Glassman has served the Company in various capacities since 1982.

Mr. Flanigan, age 51, was promoted to Executive Vice President and CFO. He previously served the Company as Senior Vice President and CFO. Mr. Flanigan had served the Company as Senior Vice President since 2005 and has served as CFO since 2003. He also served as Vice President from 2003 to 2005, Vice President and President of the Office Furniture Components group from 1999 to 2003 and as Staff Vice President of Operations from 1997 to 1999.

Family Relationships and Related Person Transactions of Haffner and Glassman . Mr. Haffner and Mr. Glassman have no family relationships with any other director or executive officer of the Company. We buy shares of our common stock from our employees from time to time. In 2012 and early 2013, we purchased 110,983 shares from Mr. Haffner for a total of $3,090,852, and 130,035 shares from Mr. Glassman for $3,523,688. All employees, including executive officers, pay a $25 administrative fee for each transaction. If the Company agrees to purchase stock before noon, the purchase price is the closing stock price on the prior business day; if the agreement is made after noon, the purchase price is the closing stock price on the day of purchase.

Pursuant to the employment agreements, Mr. Haffner received 50,000 restricted stock units (RSUs), Mr. Glassman received 45,000 RSUs and Mr. Flanigan received 40,000 RSUs. The terms of the RSUs are described below.

Entry into New Employment Agreements

On March 1, 2013, the Company entered into new employment agreements with David S. Haffner, Karl G. Glassman and Matthew C. Flanigan (the “2013 Employment Agreements”). Each of the 2013 Employment Agreements has a four-year term, expiring on the date of the 2017 Annual Meeting of Shareholders. Except as otherwise noted, benefits provided under the agreements are those generally available to executive officers and/or employees.

Under the 2013 Employment Agreements, the executive may terminate the agreement upon six months prior written notice. The Company may terminate the agreements without cause at any time. In that event, generally, the Company’s obligation to the executive continues for the term of the agreement. The Company may also terminate the agreements for cause, as defined below. The 2013 Employment Agreements subject the executives to non-competition restrictions for a period ending on the later of (i) two years after termination of employment, or (ii) the term of the agreement. During the portion of the non-competition period after termination of employment, the Company will provide health insurance to the executive and his dependents (or the cash equivalent thereof) at least equal to the insurance provided before termination of employment.

Below are key provisions of the 2013 Employment Agreements.


Provision	Haffner	Glassman	Flanigan

Position	Chief Executive Officer	President & Chief Operating Officer	Executive Vice President & Chief Financial Officer

Term	4-Years, ending at 2017 Annual Shareholders Meeting	4-Years, ending at 2017 Annual Shareholders Meeting	4-Years, ending at 2017 Annual Shareholders Meeting

Base Salary	$995,000, subject to annual increases on or about April 1 of each year as determined by Compensation Committee	$745,000, subject to annual increases on or about April 1 of each year as determined by Compensation Committee	$441,000, subject to annual increases on or about April 1 of each year as determined by Compensation Committee

Cash Bonus	As determined under 2009 Key Officers Incentive Plan at 115% Target Percentage of Base Salary on 12/31	As determined under 2009 Key Officers Incentive Plan at 90% Target Percentage of Base Salary on 12/31	As determined under 2009 Key Officers Incentive Plan at 80% Target Percentage of Base Salary on 12/31

Restricted Stock Unit Grant	50,000 RSUs, 25% vesting immediately, and 25% each year over 3-year period	45,000 RSUs, 25% vesting immediately, and 25% each year over 3-year period	40,000 RSUs, 25% vesting immediately, and 25% each year over 3-year period

Reference is made to the 2009 Key Officer Incentive Plan, effective January 1, 2009, filed March 26, 2009 as Appendix B to the Company’s Proxy Statement and the Summary Sheet for Executive Cash Compensation, filed April 2, 2012 as Exhibit 10.3 to the Company’s Form 8-K.

The RSUs were granted pursuant to the Form of Restricted Stock Unit Award attached hereto and incorporated herein by reference as Exhibit 10.1. The RSUs vest 25% on the grant date and, provided that the executive remains an employee, in 25% increments on the first, second and third anniversaries of the grant date. Upon vesting, each RSU is converted into a share of Company common stock. If the Company terminates the executive’s employment without Cause (as defined in the 2013 Employment Agreements), or the executive terminates his employment for Good Reason (as defined in the below-referenced 2013 severance benefit agreements) within one year after a Change in Control (as defined in the Flexible Stock Plan), the RSUs will immediately become 100% vested. The RSUs are not transferrable and the executive has no shareholder rights until the underlying common stock is issued.

The 2013 Employment Agreements may be terminated under the following circumstances.

Termination Following Total Disability


Trigger	Company Obligations	Executive Obligations
Executive’s employment may be terminated following a continuous 14-month period in which he is unable to materially perform the required services	Pro-rated annual incentive award for the year of termination; During the non-compete period, continuation of health insurance to executive and his dependents	Maintain confidentiality of Company information and trade secrets; Non-compete period through the end of the agreement’s term, or if later, for two years following termination

Executive’s Option to Terminate


Trigger	Company Obligations	Executive Obligations
Effective upon six months written notice; or Effective within 60 days of written notice to the Company not later than six months after one of the following events: (i) Executive does not receive a salary increase in any year, unless due to Company-wide salary freeze; (ii) Haffner only: Executive is not elected to continue as CEO, nominated as a director of the Company, or appointed as a member of the Board’s executive committee; (iii) Glassman and Flanigan: Executive is not elected to continue in current position, or nominated as a director of the Company; (iv) Company is merged out of existence, sold or dissolved; (v) Working control of Company is lost in a proxy contest or other tender offer	Pro-rated annual incentive award for the year of termination; During the non-compete period, continuation of health insurance to executive and his dependents	Maintain confidentiality of Company information and trade secrets; Non-compete period through the end of the agreement’s term, or if later, for two years following termination

Termination by Company for Cause Trigger	Company Obligations	Executive Obligations
The Company may terminate the executive following: (i) Conviction of a felony or any crime involving Company property; (ii) Willful breach of the Code of Conduct or Financial Code of Ethics that causes significant injury to the Company; (iii) Willful act or omission of fraud, misappropriation or dishonesty that causes significant injury to the Company or results in material enrichment of the executive at the Company’s expense; (iv) Willful violation of specific written directions of the Board following notice of such violation; (v) Continuing, repeated, willful failure to substantially perform duties after written notice from the Board	Pro-rated annual incentive award for the year of termination; During the non-compete period, continuation of health insurance to executive and his dependents	Maintain confidentiality of Company information and trade secrets; Non-compete period through the end of the agreement’s term, or if later, for two years following termination

Termination by Company without Cause Trigger	Company Obligations	Executive Obligations
The Company may terminate the executive at the Board’s discretion, at any time upon prior written notice	RSUs vest immediately; All other equity awards generally continue to vest as if the executive were employed for the entire term; Base salary and annual incentive award throughout the term; Continuation of health insurance to the executive and his dependents throughout the term	Maintain confidentiality of Company information and trade secrets; Enter into a release and agreement not to sue the Company; Non-compete period through the end of the agreement’s term, or if later, for two years following termination

The disclosure above is only a brief description of the 2013 Employment Agreements and is qualified in its entirety by the agreements with Mr. Haffner, Mr. Glassman and Mr. Flanigan, each of which is attached as Exhibits 10.2, 10.3 and 10.4, respectively, and incorporated herein by reference.

Termination of Existing Employment Agreements

The employment agreements with Mr. Haffner, Mr. Glassman and Mr. Flanigan, each dated May 7, 2009 (the “2009 Employment Agreements”) were terminated upon entry of the 2013 Employment Agreements. The 2009 Employment Agreements would have expired, by their respective terms, at the 2013 Annual Meeting of Shareholders which is expected to be held May 9, 2013. Reference is made to the 2009 Employment Agreements which were filed as Exhibits 10.1, 10.2 and 10.3, respectively, to our Form 10-Q on May 8, 2009. A description of the payments that would have been made to the executive upon termination or change in control under the 2009 Employment Agreements can be found in the Company’s proxy statement filed March 30, 2012 under the heading “Potential Payments upon Termination or Change in Control.” The 2013 Employment Agreements described above contain substantially the same provisions as the 2009 Employment Agreements except:

(i)

The 2009 Employment Agreements contained a grant of restricted stock units convertible on a one-to-one basis into common stock; 25% vesting immediately and 25% vesting each year over a three-year period (Haffner – 140,000 RSUs; Glassman – 110,000 RSUs; and Flanigan – 75,000 RSUs). Under the 2013 Employment Agreements the grant of restricted stock units were on the same terms but in different amounts (Haffner – 50,000 RSUs; Glassman – 45,000 RSUs; and Flanigan – 40,000 RSUs);

(ii)

The 2013 Employment Agreements increased each executive’s Target Percentage under the 2009 Key Officer’s Incentive Plan from current levels (Haffner –100% to 115%; Glassman– 75% to 90%; and Flanigan – 65% to 80%); and

(iii)

The 2013 Employment Agreements provide that the executive can terminate the agreement for any reason upon six months prior notice, while the 2009 Employment Agreements required one-year prior notice in this instance.

Amendment of Severance Benefit Agreements and Entry into new Severance Benefit Agreement

On March 1, 2013, the Company and Mr. Haffner and Mr. Glassman, respectively, entered into Amended and Restated Severance Benefit Agreements. On the same date, the Company and Mr. Flanigan entered into a new Severance Benefit Agreement in substantially the same form (collectively the “2013 Severance Agreements”). Upon a change in control of the Company, the 2013 Severance Agreements provide for severance payments and benefits during a “ Protected Period” following the change in control. The Protected Period is 36 months for Mr. Haffner, 30 months for Mr. Glassman and 24 months for Mr. Flanigan.

In general, a change in control is deemed to occur when: (i) a shareholder acquires shares giving it ownership of 40% or more of our common stock, (ii) the current directors or their successors no longer constitute a majority of the Board of Directors, (iii) after a merger or consolidation with another corporation, less than 65% of the voting securities of the surviving corporation are owned by our former shareholders, or (iv) the Company is liquidated or sells substantially all of its assets to an unrelated third party.

The payments and benefits payable under the 2013 Severance Agreements are subject to a “double trigger”; that is, they become payable only after both (i) a change in control of the Company and (ii) the executive officer’s employment is terminated by the Company (except for cause or upon disability) or the executive officer terminates his employment for “good reason.” In general, the executive officer would have good reason to terminate his employment if he were required to relocate or experienced a reduction in job responsibilities, title, compensation or benefits, or if the successor company did not assume the obligations of the 2013 Severance Agreement. The Company may cure the “good reason” for termination within 30 days of receiving notice from the executive. Events considered grounds for termination by the Company for cause under the 2013 Severance Agreements are substantially the same as those in the 2013 Employment Agreements described above. The 2013 Severance Agreements have no fixed termination period.

Upon termination of employment by the Company (except for cause or upon disability) or by the executive for good reason following a change in control, the Company will provide the following payments and benefits:


Provision	Haffner	Glassman	Flanigan
Base Salary	Through the date of termination	Through the date of termination	Through the date of termination

Cash Incentive Award under 2009 Key Officer’s Incentive Plan	Pro-rata incentive award at the maximum payout level for the year of termination	Pro-rata incentive award at the maximum payout level for the year of termination	Pro-rata incentive award at the maximum payout level for the year of termination

Monthly Severance Payments	100% of Base Salary plus Target Percentage (which is 115% of Base Salary under Incentive Plan), each multiplied by 3, paid over 36 months	100% of Base Salary plus Target Percentage (which is 90% of Base Salary under Incentive Plan), each multiplied by 2.5, paid over 30 months	100% of Base Salary plus Target Percentage (which is 80% of Base Salary under Incentive Plan), each multiplied by 2, paid over 24 months

Continued Benefits	Continued health insurance and fringe benefits for 36 months, as permitted by IRC, or an equivalent lump sum payment	Continued health insurance and fringe benefits for 30 months, as permitted by IRC, or an equivalent lump sum payment	Continued health insurance and fringe benefits for 24 months, as permitted by IRC, or an equivalent lump sum payment

Additional Retirement Benefit	Lump sum additional benefit under the Company’s retirement plans based on the actuarial equivalent of an additional 36 months of continuous service	Lump sum additional benefit under the Company’s retirement plans based on the actuarial equivalent of an additional 30 months of continuous service	Lump sum additional benefit under the Company’s retirement plans based on the actuarial equivalent of an additional 24 months of continuous service

All amounts received by Mr. Haffner, Mr. Glassman or Mr. Flanigan as health insurance or fringe benefits from a new full-time job will reduce the benefits under the 2013 Severance Agreements. However the executive is not required to mitigate the amount of any termination payment or benefit provided under the agreements.

The disclosure above is only a brief description of the 2013 Severance Agreements and is qualified in its entirety by such agreements with Mr. Haffner, Mr. Glassman and Mr. Flanigan, each of which is attached as Exhibits 10.5, 10.6 and 10.7, respectively, and incorporated herein by reference.

Changes from Prior Severance Benefit Agreements

The 2013 Severance Agreements with Mr. Haffner and Mr. Glassman are substantially the same as the prior severance benefit agreements, except as described below. Reference is made to the Amended and Restated Severance Benefit Agreements, dated May 7, 2009, between the Company and Mr. Haffner and Mr. Glassman, which were filed as Exhibits 10.5 and 10.6, respectively, to our Form 10-Q on May 8, 2009 (the “2009 Severance Agreements”). A description of the material terms of the 2009 Severance Agreements can be found in the Company’s proxy statement filed March 30, 2012 under the heading “Potential Payments upon Termination or Change in Control.” The material differences between the 2013 Severance Agreements and the 2009 Severance Agreements are:

(i)

The 2009 Severance Agreements contained a “tax gross-up” that provided that if the payments and benefits to either Mr. Haffner or Mr. Glassman exceeded the limit imposed by Section 280G of the IRC by 10% or more, the Company would have made a tax “gross-up” payment on the amount equal to the Section 280G excise tax payable by the executive plus all income, employment, and excise tax incurred on the gross-up payment. If the severance payments and benefits provided would have exceeded the Section 280G limit by less than 10%, the payments would have been capped at $1 below the Section 280G limit. This provision is not contained in the 2013 Severance Agreements;

(ii)

The 2009 Severance Agreements provided that if, within one year following a change in control that was opposed by a majority of the directors, the executive officer terminated his employment, he would have received, in lieu of the payments and benefits described above, (a) base salary through the date of termination, (b) pro-rata annual incentive award at the maximum payout level for the year of termination, (c) severance payments equal to 75% of his cash compensation preceding the year of termination, and (d) continuation of health insurance and certain fringe benefits for one year; and

(iii)

The 2013 Severance Agreements contain a “cut-back” in which the Company will reduce the severance payments if the reduction will increase the after-tax payment to the executive by avoiding the Section 280G excise tax.

Amendment of Profitable Growth Incentive Program

On February 28, 2013, the Compensation Committee amended the terms and conditions of the Profitable Growth Incentive (PGI) Program and granted growth performance stock units (GPSUs) to certain key management employees including our named executive officers—David S. Haffner, Karl G. Glassman, Matthew C. Flanigan and Joseph D. Downes, Jr., SVP & President – Industrial Materials Segment. The Committee had previously approved the form of award and terms and conditions of the PGI and GPSUs at its December 10, 2012 meeting.

The PGI awards were granted under the Company’s Flexible Stock Plan, amended and restated, effective as of May 10, 2012, which was filed March 30, 2012 as Appendix A to the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders. The Committee granted the GPSUs in accordance with the Form of Profitable Growth Incentive Award Agreement and Terms and Conditions, which is attached hereto and incorporated herein by reference as Exhibit 10.8.

Each of the above executives were granted a number of GPSUs determined by multiplying the executive’s current base annual salary by an award multiple (approved by the Compensation Committee), and dividing this amount by the average closing price of the Company’s common stock for the ten business days immediately following the date of the Company’s fourth quarter earnings press release. The number of GPSU’s that will ultimately vest will depend upon the Revenue Growth and EBITDA Margin of the Company (for Haffner, Glassman and Flanigan) and of the Industrial Materials Segment (for Downes) at the end of a 2-year performance period beginning January 1, 2013 and ending December 31, 2014. The percentage of vested GPSUs will range from 0% to 250% of the number granted according to a payout schedule.

Below is the payout schedule as adopted by the Compensation Committee in December 2012, which was revised.

FORM OF PAYOUT SCHEDULE ADOPTED DECEMBER 2012


EBITDA Margin	Award Payout Percentage
X%+__%		0	%	100	%	138	%	175	%	212	%	250%
X%+__%		0	%	75	%	100	%	138	%	175	%	212%
X%+__%		0	%	50	%	75	%	100	%	138	%	175%
X%		0	%	25	%	50	%	75	%	100	%	138%
<X%		0	%	0	%	0	%	0	%	0	%	0%
		<Y	%	Y	%	Y%+__ %		Y%+__ %		Y%+__ %		Y%+__ %
		Revenue Growth

X = Threshold EBITDA Margin target to be set by the Compensation Committee

Y= Threshold Revenue Growth target to be set by the Compensation Committee

At its February 28 meeting, the Compensation Committee revised the form of payout schedule for the GPSUs and set the performance targets for our named executive officers as shown below.


EBITDA Margin	2013-2014 Award Payout Percentage-Company (Haffner, Glassman and Flanigan)
17.6%		0	%	250	%	250	%	250	%	250	%	250	%	250	%	250	%	250	%
16.6%		0	%	213	%	250	%	250	%	250	%	250	%	250	%	250	%	250	%
15.6%		0	%	175	%	213	%	250	%	250	%	250	%	250	%	250	%	250	%
14.6%		0	%	138	%	175	%	213	%	250	%	250	%	250	%	250	%	250	%
13.6%		0	%	100	%	138	%	175	%	213	%	250	%	250	%	250	%	250	%
12.6%		0	%	75	%	100	%	138	%	175	%	213	%	250	%	250	%	250	%
11.6%		0	%	50	%	75	%	100	%	138	%	175	%	213	%	250	%	250	%
10.6%		0	%	25	%	50	%	75	%	100	%	138	%	175	%	213	%	250	%
<10.6%		0	%	0	%	0	%	0	%	0	%	0	%	0	%	0	%	0	%
		<2.6	%	2.6	%	3.6	%	4.6	%	5.6	%	6.6	%	7.6	%	8.6	%	9.6	%
		Revenue Growth


EBITDA Margin	2013-2014 Award Payout Percentage-Industrial Material Segment (Downes)
17.4%		0	%	250	%	250	%	250	%	250	%	250	%	250	%	250	%	250	%
16.4%		0	%	213	%	250	%	250	%	250	%	250	%	250	%	250	%	250	%
15.4%		0	%	175	%	213	%	250	%	250	%	250	%	250	%	250	%	250	%
14.4%		0	%	138	%	175	%	213	%	250	%	250	%	250	%	250	%	250	%
13.4%		0	%	100	%	138	%	175	%	213	%	250	%	250	%	250	%	250	%
12.4%		0	%	75	%	100	%	138	%	175	%	213	%	250	%	250	%	250	%
11.4%		0	%	50	%	75	%	100	%	138	%	175	%	213	%	250	%	250	%
10.4%		0	%	25	%	50	%	75	%	100	%	138	%	175	%	213	%	250	%
<10.4%		0	%	0	%	0	%	0	%	0	%	0	%	0	%	0	%	0	%
		<1.5	%	1.5	%	2.5	%	3.5	%	4.5	%	5.5	%	6.5	%	7.5	%	8.5	%
		Revenue Growth

The calculations of EBITDA Margin and Revenue Growth can be found in the Award Formula for 2013-2014 Profitable Growth Incentive Program attached hereto and incorporated herein by reference as Exhibit 10.9 and the Form of Profitable Growth Incentive Award Agreement and Terms and Conditions. Payouts will be interpolated for achievement falling between the target levels shown above. At its February 28 meeting, the Compensation Committee revised the calculation of Revenue Growth by providing for an adjustment to the percentage of growth achieved by the Company or applicable profit center. The percentage of Revenue Growth achieved will be increased or decreased based on the difference between forecasted GDP growth minus actual GDP growth within the 2-year performance period, but this adjustment will only be made if the difference is greater than plus or minus 1%.

Fifty percent of the vested GPSUs will be paid out in cash and the Company intends to pay out the remaining fifty percent in shares of the Company’s common stock, although the Company reserves the right to pay up to one hundred percent in cash. The awards will be paid by March 15, 2015. Cash will be paid equal to the number of vested GPSUs multiplied by the closing market price of the Company’s common stock on the last business day of the performance period. Shares will be issued on a one-to-one basis for vested GPSUs. The amount of cash paid and number of shares issued will be reduced for applicable tax withholding. GPSUs may not be transferred, assigned, pledged or otherwise encumbered, and have no voting or dividend rights.

The GPSUs will normally vest on the last day of the 2-year performance period. If the executive has a separation from service other than for retirement, death or disability, before the GPSUs vest, they are immediately forfeited. If the separation of service is due to retirement, death or disability, the GPSUs will vest on a pro-rata basis for the number of days in the performance period prior to the executive’s termination. However, in the event of disability, the GPSUs will continue to vest for 18 months after disability begins. Under certain circumstances, if a change in control of the Company occurs and the executive’s employment is terminated, the GPSUs will vest and the executive will receive a 250% payout.

The above referenced terms and conditions contain a non-competition covenant for two years after payout, where, if violated, the executive must repay the Company any gain from the GPSUs. Also, if within 24 months of payment, the Company is required to restate previously reported financial statements, the executive must repay any amounts paid in excess of the amount that would have been paid based on the restated financial results.

The foregoing is only a summary of the terms and conditions of the PGI and GPSUs and is qualified in its entirety by reference to the Form of Profitable Growth Incentive Award Agreement and Terms and Conditions. All future awards under the PGI Program are expected to be made pursuant to the Form of Profitable Growth Incentive Award Agreement and Terms and Conditions attached as Exhibit 10.8. If the terms and conditions of future grants are materially different, the Company will make a subsequent filing of the updated form at that time.

Grants of GPSUs under the Profitable Growth Incentive Program

On February 28, 2013, the Compensation Committee granted GPSUs to our named executive officers in the amounts as shown below.


Executive Officer	Threshold Payout	Base Award Target Payout	Maximum Payout
Executive Officer	25%	100%	250%
David S. Haffner	6,380	25,520	63,800
Karl G. Glassman	4,778	19,110	47,775
Matthew C. Flanigan	2,350	9,400	23,500
Joseph D. Downes, Jr.	1,754	7,015	17,538

Paul R. Hauser, a named executive officer in our Summary Compensation Table of our proxy statement filed March 30, 2012, retired from the Company on February 18, 2012. Therefore, he does not participate in the PGI Program.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

10.1*		Form of Restricted Stock Unit Award

10.2*		Employment Agreement between the Company and David S. Haffner, dated March 1, 2013

10.3*		Employment Agreement between the Company and Karl G. Glassman, dated March 1, 2013

10.4*		Employment Agreement between the Company and Matthew C. Flanigan, dated March 1, 2013

10.5*		Amended and Restated Severance Benefit Agreement between the Company and David S. Haffner, dated March 1, 2013

10.6*		Amended and Restated Severance Benefit Agreement between the Company and Karl G. Glassman, dated March 1, 2013

10.7*		Severance Benefit Agreement between the Company and Matthew C. Flanigan, dated March 1, 2013

10.8*		Form of Profitable Growth Incentive Award Agreement and Terms and Conditions

10.9*		Award Formula for 2013-2014 Profitable Growth Incentive Program

*	Filed with this Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	LEGGETT & PLATT, INCORPORATED

Date: March 6, 2013	By:	/s/ J OHN G. M OORE
		John G. Moore Senior Vice President – Chief Legal & HR Officer and Secretary

EXHIBIT INDEX


Exhibit No.		Description

10.1*		Form of Restricted Stock Unit Award

10.2*		Employment Agreement between the Company and David S. Haffner, dated March 1, 2013

10.3*		Employment Agreement between the Company and Karl G. Glassman, dated March 1, 2013

10.4*		Employment Agreement between the Company and Matthew C. Flanigan, dated March 1, 2013

10.5*		Amended and Restated Severance Benefit Agreement between the Company and David S. Haffner, dated March 1, 2013

10.6*		Amended and Restated Severance Benefit Agreement between the Company and Karl G. Glassman, dated March 1, 2013

10.7*		Severance Benefit Agreement between the Company and Matthew C. Flanigan, dated March 1, 2013

10.8*		Form of Profitable Growth Incentive Award Agreement and Terms and Conditions

10.9*		Award Formula for 2013-2014 Profitable Growth Incentive Program

*	Filed with this Form 8-K.

Exhibit 10.1

FORM OF

RESTRICTED STOCK UNIT AWARD

[Recipient Name]

On [ ], 201 (the “ Grant Date ”), Leggett & Platt, Incorporated, (the “ Company ”) granted you a Restricted Stock Unit Award (“ RSUs ” or the “ Award ”), subject to the following terms.

1.	Grant . The Company granted you [ ] Restricted Stock Units on the Grant Date.

2. Vesting and Issuance . Except as provided in Section 3, the Award will vest 25% on the Grant Date and in 25% increments on the first, second and third anniversaries of the Grant Date (the “ Vesting Dates ”), provided that you remain an employee of the Company on the applicable Vesting Date. On each Vesting Date, you will be issued one share of the Company’s common stock for each vested RSU. Acceleration of vesting under Section 3 will not accelerate the issuance date.

3. Termination of Employment. Notwithstanding Section 2, if the Company terminates your employment without Cause before a Vesting Date, or you terminate your employment for Good Reason before a Vesting Date and within one year after a Change in Control, the Award will immediately become 100% vested.

“ Cause ” shall have the meaning set forth in the Employment Agreement between you and the Company.

“ Good Reason ” shall have the meaning set forth in the Severance Benefit Agreement between you and the Company.

“ Change in Control ” shall have the meaning set forth in the Flexible Stock Plan.

4. Transferability . The Award may not be transferred, assigned, pledged or otherwise encumbered until the underlying shares have been issued.

5. No Rights as Shareholder . You will not have the rights of a shareholder with respect to this Award until the underlying shares have been issued. You will not have the right to vote the shares or receive any dividends that may be paid on the underlying shares prior to issuance.

6. Withholding . You will recognize taxable income equal to the fair market value of the shares on each Vesting Date. This amount is subject to ordinary income tax and payroll tax. The Company may withhold from the shares issued any amount required to satisfy applicable tax laws (at the Company’s required withholding rate). The Company, at its discretion, may allow you to pay the taxes in cash if you make suitable arrangements with the Company prior to each Vesting Date.

The income and tax withholding generated by the issuance of shares to you will be reported on

your W-2. If your personal income tax rate is higher than the Company’s minimum required withholding rate, you will owe additional tax on the issuance. After payment of the ordinary income tax, your shares will have a tax basis equal to the closing price of L&P stock on the Vesting Date.

7. Award Not Benefit Eligible . This Award will be considered special incentive compensation and will not be included as earnings, wages, salary or compensation in any pension, retirement, welfare, life insurance or other employee benefit plan or arrangement of the Company.

8. Section 409A . Notwithstanding anything contained in the these terms and conditions, it is intended that the Award will at all times meet the requirements of Section 409A and any regulations or other guidance issued thereunder, and that the provisions of the Award will be interpreted to meet such requirements.

To the extent permitted by Section 409A, the Committee retains the right to delay a distribution of this Award if the distribution would violate securities laws or otherwise result in material harm to the Company.

9. Plan Controls; Committee . This Award is subject to all terms, provisions and definitions of the Company’s Flexible Stock Plan (the “ Plan ”), which is incorporated by reference. In the event of any conflict, the Plan will control over this Award. Upon request, a copy of the Plan will be furnished to you. The Plan is administered by a committee of non-employee directors or their designees (the “ Committee ”). The Committee’s decisions and interpretations with regard to this Award will be binding and conclusive.

10. Governing Law . This Award is entered into and accepted in Carthage, Missouri. The Award will be governed by Missouri law, excluding any conflicts or choice of law provision that might otherwise refer construction or interpretation of the Award to the substantive law of another jurisdiction.

Exhibit 10.2

EMPLOYMENT AGREEMENT

BETWEEN

DAVID S. HAFFNER AND

LEGGETT & PLATT, INCORPORATED


1. Employment			1
2. Term			1
2.1 Term			1
2.2 Early Termination			1
3. Duties and Authority			2
4. Compensation			2
4.1 Base Salary			2
4.2 Annual Cash Bonus			3
4.3 Restricted Stock Unit Grant			3
4.4 Vacations; Other Benefits			3
4.5 Clawbacks			4
5. Expenses			4
6. Disability			4
6.1 Payments During a Period of Disability			4
6.2 Termination following Disability			4
6.3 Offset Payments			5
7. Executive’s Option to Terminate Agreement			5
8. Termination by the Company			6
8.1 Termination For Cause			6
8.2 Termination Without Cause			6
9. Effect of Termination			8
10. Confidential Information			8
11. Non-Compete			8
12. Code Section 409A			10
13. Nonassignability			10
14. Miscellaneous			10
14.1 Waivers			10
14.2 Notices			10
14.3 Survival of Provisions			11
14.4 Enforceability			11
14.5 Entire Agreement			11
14.6 Governing Law			11

EMPLOYMENT AGREEMENT

This Employment Agreement (the “ Agreement ”) is made as of March 1, 2013 (the “ Effective Date ”), between Leggett & Platt, Incorporated, a Missouri corporation (the “ Company ”), and David S. Haffner (the “ Executive ”).

RECITALS

The Company desires that the Executive remain in the employment of the Company. Accordingly, the Compensation Committee (the “ Compensation Committee ”) of the Board of Directors (the “ Board ”) has recommended the execution of this Agreement and the Board has authorized the execution of the same. This Agreement supersedes the Employment Agreement between the Company and the Executive dated May 7, 2009.

AGREEMENT

NOW THEREFORE, for good and valuable consideration, the Company and the Executive agree as follows:

1. Employment

The Company hereby confirms its employment of the Executive as its Chief Executive Officer, and the Executive hereby confirms his employment in that capacity.

The Executive’s employment under this Agreement is subject to the terms and conditions set out below and will be carried out in Carthage, Missouri, at the Company’s principal executive offices. However, the Executive acknowledges that the nature of his employment may require reasonable domestic and international travel from time to time.

2. Term

2.1 Term

The term of this Agreement shall commence on the Effective Date and shall end on the date of the Annual Meeting of Shareholders in 2017 (the “ Term ”), unless terminated earlier in accordance with the provisions of this Agreement.

2.2 Early Termination

This Agreement may be terminated prior to expiration of the Term only by reason of any of the following:

(a)

by the Executive upon six months prior written notice;

(b)

in accordance with the Amended and Restated Severance Benefit Agreement between the Company and the Executive dated as of March 1, 2013, as amended from time to time (the “ Severance Benefit Agreement ”);

(c)

in accordance with Section 6 hereof, upon the Executive’s Total Disability (as defined below);

(d)

by the Executive pursuant to Section 7 hereof;

(e)

by the Company pursuant to Section 8 hereof; or

(f)

automatically upon the death of the Executive.

3. Duties and Authority

The Executive shall devote his full business time to the affairs of the Company. However, this shall not be deemed to prevent the Executive from devoting such time (which shall not be substantial in the aggregate) to personal business interests that do not unreasonably interfere with the performance of the Executive’s duties hereunder.

The Executive shall use his best efforts, skills and abilities to promote the Company’s interests. The Executive shall serve as director if nominated by the Nominating & Corporate Governance Committee (“ N&CG Committee ”) and if so elected by the shareholders of the Company; provided, however, the N&CG Committee will not nominate the Executive if such nomination would violate the rules or regulations of the Securities and Exchange Commission or the New York Stock Exchange. The Executive shall perform such duties at the Chief Executive Officer level or above assigned to him by the Board.

4. Compensation

4.1 Base Salary

The Executive shall be paid a base salary at an annual rate of $995,000. Beginning on or about April 1, 2013 and in each successive year during the Term, the Compensation Committee shall appraise the Executive’s performance during the previous calendar year, taking into account such factors as it deems appropriate. As a result of such appraisal, the then annual base salary of the Executive may be increased (but shall not be decreased) by such amount as the Compensation Committee determines in its discretion; provided, however, a reduction in the Executive’s base salary may be permitted to align with a broad-based salary reduction at the Company applicable for such year.

The Executive’s base salary shall be paid in equal bi-weekly installments, unless the Executive elects to defer all or a portion of the base salary under one or more programs offered by the Company.

All salary increases under this section will be made as of the beginning of the first payroll period in which the Company’s other executive officers generally receive merit related annual salary adjustments.

4.2 Annual Cash Bonus

During the Term, the Executive shall be entitled to earn a cash bonus computed in accordance with the Key Officers Incentive Plan, as amended from time to time, or such other annual incentive plan as the Compensation Committee may establish for which the Executive is eligible (the “ Incentive Plan ”). The amount of the Executive’s bonus shall be determined by applying an award formula approved by the Compensation Committee to a percentage of Executive’s annual salary on December 31 of each year (“ Target Percentage ”). The Executive’s target percentage is 115%. The Compensation Committee shall be entitled to amend or supplement the Incentive Plan, the award formula, and the Target Percentage from time to time.

If the Executive’s employment under this Agreement is terminated before December 31 of any year, the Executive shall receive a prorated bonus for the year of termination when bonuses are paid under the terms of the Incentive Plan but not before 6 months after the Executive’s termination of employment if and to the extent required to avoid a tax under Section 409A of the Internal Revenue Code (the “Code”). This prorated bonus shall bear the same ratio to the actual bonus the Executive would have earned with respect to the year under the Incentive Plan as the number of days this Agreement is in force during such year bears to 365.

4.3 Restricted Stock Unit Grant

The Executive shall be granted a restricted stock unit award in the amount of 50,000 shares (the “ RSUs ”), which RSUs shall vest 25% on the Effective Date and 25% each on the first, second and third anniversaries of the Effective Date. The vesting of any tranche of the RSUs shall be conditioned upon the Executive’s continued employment by the Company through the applicable anniversary date, except for the accelerated vesting provided in Section 8.2 and under the terms of the RSU agreement; provided, however that such accelerated vesting shall not accelerate the date that shares of Company stock are issued pursuant to the RSU award. The Executive will not have the rights of a shareholder, including voting and dividend rights, with respect to the RSUs until the underlying shares are issued. The RSUs shall be issued pursuant to the Company’s Flexible Stock Plan.

4.4 Vacations; Other Benefits

The Executive shall be entitled to a reasonable annual vacation (not less than an aggregate of four weeks in any calendar year) with full pay, benefits and allowances.

In addition to the salary, bonus and other payments to be made under this Agreement, the Executive shall be entitled to participate (to the extent legally permitted) in any insurance, pension, profit sharing, stock bonus, stock option, performance stock or stock unit, restricted stock or stock unit, stock purchase, incentive program or other benefit plan of the Company now existing or hereafter adopted for the benefit of executive officers of the Company or the employees of the Company generally.

At the Company’s expense, the Company shall provide office space, secretarial assistance, supplies and equipment fully adequate to enable the Executive to perform the services

contemplated by this Agreement and at least comparable to that being provided to the Executive on the date hereof.

The Company shall provide the Executive with appropriate perquisites at least equal to such perquisites as are generally made available from time to time to the Company’s other senior executive officers.

In addition to the payments provided for in this Section 4 and elsewhere in this Agreement, the Company may from time to time pay the Executive as a salary increase, a bonus or otherwise, such additional amounts as the Compensation Committee shall, in its discretion, determine.

4.5 Clawbacks

Notwithstanding anything in this Agreement, the Executive acknowledges and agrees that the benefits and compensation the Company has agreed to provide under this Agreement are subject to the terms and conditions of the Company’s plans (as amended from time to time), including, without limitation, the Flexible Stock Plan, Performance Stock Unit Awards, Profitable Growth Incentive Awards, the Key Officer Incentive Plan, Stock Option Grants, and the Severance Benefit Agreement, which may include clawbacks requiring the forfeiture or repayment of benefits and compensation under certain conditions.

5. Expenses

The Company shall pay or reimburse the Executive for all transportation, lodging, meals and related expenses incurred by the Executive on business trips away from the Company’s principal office and for all other business and entertainment expenses reasonably incurred by him in connection with the business of the Company and its subsidiaries or affiliates, in accordance with the Company’s travel, entertainment and reimbursement guidelines.

6. Disability

6.1 Payments During a Period of Disability

The Executive shall be deemed to have a “ Total Disability ” if he is unable to perform substantially all of the material duties under this Agreement for a continuous period of six or more months due to illness or injury. During the continuance of any Total Disability, the Company shall continue to provide the Executive’s cash compensation and other benefits under this Agreement until the date that is 14 months from the first day of the period that culminated in the Total Disability (“ Disability Termination Date ”).

6.2 Termination following Disability

If the Executive continues to have a Total Disability on the Disability Termination Date, his employment under this Agreement shall be terminated on the Disability Termination Date. If the Executive’s employment is terminated pursuant to this Section, that will not be deemed to be a termination of employment by the Company without Cause. The Board’s appointment of an interim CEO during any period in which the Executive is unable to perform

his duties due to illness or injury shall not be deemed a breach of this Agreement or a termination by the Company without Cause, provided that the Executive is permitted to resume the role of CEO within a reasonable time after recovering from the disability.

6.3 Offset Payments

The Company’s obligation to continue the Executive’s cash compensation from the date of a Total Disability to the Disability Termination Date shall be reduced by (a) all amounts paid to Executive under disability income insurance policies made available to the Executive by the Company and (b) by all amounts received by the Executive from Social Security disability benefits.

7. Executive’s Option to Terminate Agreement

Not later than six months after the occurrence of any of the following events, the Executive may elect to terminate his employment under this Agreement by sending notice of termination to the Company:

(a)

The Executive shall not be elected and continue as the CEO, shall not be nominated for election as a Director of the Company, or shall not be appointed as a member of the Board’s Executive Committee, unless his failure to be nominated as a Director or be appointed to the Executive Committee resulted from the application of SEC or NYSE rules as stated in Section 3 of this Agreement;

(b)

The Company is merged or consolidated with another corporation and the Company is not the survivor;

(c)

The Company is dissolved;

(d)

Substantially all of the assets of the Company are sold to any other person;

(e)

A public tender offer is made for the shares of the Company and the offeror acquires at least 40% of the outstanding common shares of the Company;

(f)

A proxy contest is waged and the person waging the contest acquires working control of the Company; or

(g)

The Executive does not receive a salary increase for any year, unless the failure to receive a salary increase is due to a broad-based salary freeze or reduction at the Company applicable for such year.

The Executive’s employment obligations under this Agreement shall terminate on the date of termination specified in the Executive’s notice to the Company, which date must be within 60 days of the date of the notice.

8. Termination by the Company

8.1

Termination For Cause

The Company may terminate the Executive’s employment pursuant to this Agreement by discharging the Executive for Cause. The term “ Cause ” shall be limited to the following events:

(a)

The Executive’s conviction of any crime involving money or other property of the Company or any of its affiliates (including entering into any plea bargain admitting criminal guilt) or of any other crime (whether or not involving the Company or any of its affiliates) that constitutes a felony in the jurisdiction involved; or

(b)

The Executive’s willful breach of the Company’s Code of Business Conduct (or any successor policy) which, in the reasonable opinion of the N&CG Committee, causes significant injury to the Company; or

(c)

The Executive’s willful breach of the Company’s Financial Code of Ethics (or any successor policy) which, in the reasonable opinion of the N&CG Committee, causes significant injury to the Company; or

(d)

The Executive’s willful act or omission involving fraud, misappropriation, or dishonesty which, in the reasonable opinion of the N&CG Committee, (i) causes significant injury to the Company or (ii) results in a material personal enrichment to the Executive at the expense of the Company; or

(e)

The Executive’s willful violation of specific written directions of the Board provided that such directions are consistent with this Agreement and the Executive’s duties, and provided that such violation continues following the Executive’s receipt of written notice by the Board specifying the specific acts or omissions alleged to constitute such violation and such violation continues after affording the Executive reasonable opportunity to remedy such failure after receipt of such notice; or

(f)

The Executive’s continued, repeated, willful failure to substantially perform his duties hereunder; provided, however, that no discharge shall be deemed for Cause under this subsection (f) unless the Executive first receives written notice from the Board advising the Executive of the specific acts or omissions alleged to constitute a failure to perform his duties, and such failure continues after the Executive has had a reasonable opportunity to correct the acts or omissions so complained of.

8.2

Termination Without Caus e

The Board, at any time and without Cause, may relieve the Executive of his duties under this Agreement immediately upon written notice to the Executive. If the Executive’s employment is terminated by the Board without Cause, then, except if he is eligible for

severance benefits under the Severance Benefit Agreement as a result of a termination of employment pursuant to Section 3.1 thereof, he shall:

(a) continue to receive his salary through the end of the Term at the salary rate in effect on the date of the written notice of termination (determined without regard to any deferral of compensation);

(b) be paid a bonus for each period (or partial period) through the end of the Term (i) according to the terms of the Key Officers Incentive Plan (or successor plan or additional incentive plan) and the award formula for corporate plan participants, (ii) based upon the payout percentages established for performance achieved during the applicable bonus period, and (iii) using the Executive’s Target Percentage in effect on the date of the written notice of termination (provided, however, that the payment under this Subsection shall be reduced by any bonus to be paid for the year of termination pursuant to Section 4.2);

(d) receive a payment, in the event Performance Stock Unit Awards granted in 2013 or any prior years are still outstanding, representing the additional pro rata number of shares for the period between the last partial vesting under Section 3.b of the PSU Terms and Conditions and the date of the Executive’s termination (this Section 8.2(d) shall also apply in connection with a termination pursuant to Section 2.2(a));

(e) be deemed a continuing employee through the end of the Term with respect to any vesting, option exercise, or performance period for any options, stock or stock unit grants, or other equity-based compensation granted prior to the date of the written notice of termination; provided, however, the Executive shall not be eligible for any additional options, stock or stock unit grants or other equity-based compensation grants after the date of the written notice of termination; and

(f) receive medical plan coverage for himself, his spouse, and his eligible dependents through the end of the Term that is substantially the same as the coverage offered by the Company to similarly situated active employees at the same cost as is charged to similarly situated active employees; provided, however, that the Company may require the Executive to elect coverage pursuant to COBRA as a condition to continuing such coverage, if and to the extent the Executive is eligible for COBRA, and to the extent that the benefits would be taxable to the Executive, the Company would occur a tax under Code Section 4980D as a result of providing such coverage or the Company is unable under the terms of its health plan to continue such coverage, the Company shall in lieu of such coverage pay the Executive a taxable cash amount on a

monthly basis that equals the amount necessary to purchase substantially equivalent coverage.

Notwithstanding any other provision of this Agreement, the Executive shall receive payments and benefits under this Section (other than the accelerated vesting provided in subsection (c)) only if the Executive timely executes, returns to the Company, and does not revoke a release and covenant not to sue agreement, in a form reasonably acceptable to the Executive and the Company’s legal counsel. The Company shall provide such agreement to the Executive in sufficient time so that if the Executive executes and returns the agreement to the Company within the time period permitted by the Company, the revocation period will expire before the payments and benefits in this Section are required to commence. The taxable payments and taxable benefits in Section 8.2(a), (e), and (f) shall commence 6 months after the Executive’s termination of employment, at which date he shall receive in a lump sum all installments and benefits which accrued from the date of his termination of employment. The payments in Section 8.2(b) shall be paid when bonuses are required to be paid under the terms of the Key Officers Incentive Plan (or successor plan or additional plan) but not before 6 months after the Executive’s termination of employment if and to the extent required to avoid a tax under Code Section 409A. Any payments arising as a result of Section 8.2(e) shall be made when required pursuant to the requirements of the applicable option, stock or stock unit agreement but not before 6 months after the Executive’s termination of employment if and to the extent required to avoid a tax under Code Section 409A. Any employer subsidy associated with medical plan coverage pursuant to Section 8.2(f) that is not taxable to the Executive shall commence within 60 days following termination of employment and shall include any subsidy accrued from the date of termination of employment.

9. Effect of Termination

The Company shall have no further financial obligations under this Agreement to the Executive or his estate after his termination of employment, except as provided in Section 8, and except for base salary accrued to the effective date of termination, annual cash bonus, if any, payable pursuant to Section 4.2, benefits that are payable under the terms of any of the Company’s plans, reimbursement for expenses pursuant to Section 5 accrued to the date of termination of employment, and medical plan coverage as provided in Section 11.

10. Confidential Information

The Executive shall be bound by the Employee Confidentiality and Invention Agreement between the Company and the Executive dated May 14, 2009, as it may be amended.

11. Non-Compete

During the Noncompete Period, the Employee will not (either individually or through any entity in which he may be an employee, agent, consultant, director, shareholder, partner or otherwise affiliated), in any part of the Territory (i) engage in any Competitive Activities, (ii) design, develop, manufacture, assemble, process distribute, market or sell any Covered Products, (iii) solicit orders from or seek to do business with any customer of the Company relating to Covered Products or Competitive Activities, or (iv) influence or attempt to influence any

employee, representative or advisor of the Company, or its subsidiaries and affiliates, to terminate their employment or relationship with the Company.

The “ Noncompete Period ” will begin on the date of this Agreement and end on the later of (i) two years after the Employee ceases to be an employee of the Company or (ii) the expiration of the Term, provided that the Noncompete Period shall cease if the Company materially breaches its payment obligations pursuant to Section 8.2 of this Agreement or Section 3 of the Severance Benefit Agreement.

“ Territory ” means all of the United States and all other parts of the world to which the Company, or its subsidiaries and affiliates, has sold any Covered Products. “ Competitive Activities ” means any manufacture, sale, distribution, engineering, design, promotion or other activity which competes with the business of the Company, or its subsidiaries and affiliates. “ Covered Products ” means any product which is of the type of, or which is competitive with or a substitute for, the products manufactured, assembled, distributed, marketed, sold or under development by the Company, or its subsidiaries and affiliates.

Company’s subsidiaries and affiliates (i) are third party beneficiaries of this Section, (ii) shall have all rights and remedies allowed in law or equity (including injunctive relief) to prevent further violations, and (iii) may also seek damages resulting from any violation. If this Section is found to be unenforceable, then the appropriate court may reform this Section so the restrictions are reasonable and enforceable.

During the portion of the Noncompete Period commencing after the Executive’s termination of employment, the Company will provide medical plan coverage to Executive, his spouse, and his eligible dependents that is the same as the coverage offered by the Company to similarly situated active employees at the same cost as is charged to similarly situated active employees; provided, however, that the Company may require the Executive to elect coverage pursuant to COBRA as a condition to continuing such coverage, if and to the extent the Executive is eligible for COBRA, and to the extent that the benefits would be taxable to the Executive or the Company is unable under the terms of its health plan to continue such coverage, the Company shall in lieu of such coverage pay the Executive a taxable cash amount on a monthly basis that equals the amount necessary to purchase substantially equivalent coverage. The timing of the payments and benefits shall be the same as the timing specified in the last paragraph of Section 8.2.

12. Code Section 409A

The entitlement to a series of installment payments under this Agreement that is subject to Code Section 409A(a)(2) shall be treated as the right to a series of separate payments for purposes of Section 409A. The Executive shall be deemed to have terminated employment for purposes of Section 8.2 and the last paragraph of Section 11 only if he has incurred a termination of employment that constitutes a “separation from service” within the meaning of Code Section 409A.

13. Nonassignability

This Agreement and the benefits hereunder are personal to the Company and are not assignable by it; provided, however, this Agreement and the benefits hereunder may be assigned by the Company to any person acquiring all or substantially all of the assets of the Company or to any corporation into which the Company may be merged or consolidated. In the event of an assignment of this Agreement to any person acquiring all or substantially all of the assets of the Company or to any corporation into which the Company may be merged or consolidated, the title, responsibilities and duties assigned to the Executive by such successor person or corporation shall be the title, responsibilities and duties of a senior executive officer of such successor person or corporation.

The provisions of this Agreement shall be binding on and inure to the benefit of the Executive, his executors and administrators, but the Executive may not assign this Agreement.

14. Miscellaneous

14.1 Waivers

No waiver by either party of any breach or nonperformance of any provision of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach or nonperformance of the same or any other provision hereof.

14.2 Notices

All notices, waivers, designations or other communications (collectively “ notices ”) that either party is required or permitted to give hereunder shall be in writing and delivered as follows, subject to the right of either party at any time to designate a different location for the delivery of notices:

14.3 Survival of Provisions

Sections 10 and 11 shall survive the expiration or termination of this Agreement, as shall all other provisions hereof which provide for or contemplate performance by either the Executive or the Company following the termination hereof.

14.4 Enforceability

The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

14.5 Entire Agreement

This Agreement embodies the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior oral or written agreements relating to the subject matter hereof, including the employment agreement dated May 10, 2006, but it does not supersede the Severance Benefit Agreement.

14.6 Governing Law

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Missouri. The parties agree that any appropriate state or federal court having jurisdiction over Carthage, Missouri shall have jurisdiction of any case or controversy arising under or in connection with this Agreement and shall be a proper forum in which to adjudicate such case or controversy. The parties consent to the jurisdiction of such courts.

IN WITNESS WHEREOF, the Company and the Executive have signed this Agreement as of the day and year first above written.


“EXECUTIVE”	“COMPANY”

	LEGGETT & PLATT, INCORPORATED

/s/ D AVID S. H AFFNER	By	/s/ R ICHARD T. F ISHER
David S. Haffner		Richard T. Fisher
		Board Chair

Exhibit 10.3

EMPLOYMENT AGREEMENT

BETWEEN

KARL G. GLASSMAN AND

LEGGETT & PLATT, INCORPORATED


1. Employment			1
2. Term			1
2.1 Term			1
2.2 Early Termination			1
3. Duties and Authority			2
4. Compensation			2
4.1 Base Salary			2
4.2 Annual Cash Bonus			3
4.3 Restricted Stock Unit Grant			3
4.4 Vacations; Other Benefits			3
4.5 Clawbacks			4
5. Expenses			4
6. Disability			4
6.1 Payments During a Period of Disability			4
6.2 Termination following Disability			4
6.3 Offset Payments			5
7. Executive’s Option to Terminate Agreement			5
8. Termination by the Company			6
8.1 Termination For Cause			6
8.2 Termination Without Cause			6
9. Effect of Termination			8
10. Confidential Information			8
11. Non-Compete			8
12. Code Section 409A			10
13. Nonassignability			10
14. Miscellaneous			10
14.1 Waivers			10
14.2 Notices			10
14.3 Survival of Provisions			11
14.4 Enforceability			11
14.5 Entire Agreement			11
14.6 Governing Law			11

EMPLOYMENT AGREEMENT

RECITALS

AGREEMENT

NOW THEREFORE, for good and valuable consideration, the Company and the Executive agree as follows:

1. Employment

The Company hereby confirms its employment of the Executive as its President and Chief Operating Officer, and the Executive hereby confirms his employment in that capacity.

2. Term

2.1 Term

2.2 Early Termination

This Agreement may be terminated prior to expiration of the Term only by reason of any of the following:

(a)

by the Executive upon six months prior written notice;

(b)

(c)

in accordance with Section 6 hereof, upon the Executive’s Total Disability (as defined below);

(d)

by the Executive pursuant to Section 7 hereof;

(e)

by the Company pursuant to Section 8 hereof; or

(f)

automatically upon the death of the Executive.

3. Duties and Authority

The Executive shall use his best efforts, skills and abilities to promote the Company’s interests. The Executive shall serve as director if nominated by the Nominating & Corporate Governance Committee (“ N&CG Committee ”) and if so elected by the shareholders of the Company; provided, however, the N&CG Committee will not nominate the Executive if such nomination would violate the rules or regulations of the Securities and Exchange Commission or the New York Stock Exchange. The Executive shall perform such duties at the President and COO level or above assigned to him by the Board or the Chief Executive Officer. The Executive shall report to the Chief Executive Officer of the Company.

4. Compensation

4.1 Base Salary

The Executive shall be paid a base salary at an annual rate of $745,000. Beginning on or about April 1, 2013 and in each successive year during the Term, the Compensation Committee shall appraise the Executive’s performance during the previous calendar year, taking into account such factors as it deems appropriate. As a result of such appraisal, the then annual base salary of the Executive may be increased (but shall not be decreased) by such amount as the Compensation Committee determines in its discretion; provided, however, a reduction in the Executive’s base salary may be permitted to align with a broad-based salary reduction at the Company applicable for such year.

4.2 Annual Cash Bonus

During the Term, the Executive shall be entitled to earn a cash bonus computed in accordance with the Key Officers Incentive Plan, as amended from time to time, or such other annual incentive plan as the Compensation Committee may establish for which the Executive is eligible (the “ Incentive Plan ”). The amount of the Executive’s bonus shall be determined by applying an award formula approved by the Compensation Committee to a percentage of Executive’s annual salary on December 31 of each year (“ Target Percentage ”). The Executive’s target percentage is 90%. The Compensation Committee shall be entitled to amend or supplement the Incentive Plan, the award formula, and the Target Percentage from time to time.

4.3 Restricted Stock Unit Grant

The Executive shall be granted a restricted stock unit award in the amount of 45,000 shares (the “ RSUs ”), which RSUs shall vest 25% on the Effective Date and 25% each on the first, second and third anniversaries of the Effective Date. The vesting of any tranche of the RSUs shall be conditioned upon the Executive’s continued employment by the Company through the applicable anniversary date, except for the accelerated vesting provided in Section 8.2 and under the terms of the RSU agreement; provided, however that such accelerated vesting shall not accelerate the date that shares of Company stock are issued pursuant to the RSU award. The Executive will not have the rights of a shareholder, including voting and dividend rights, with respect to the RSUs until the underlying shares are issued. The RSUs shall be issued pursuant to the Company’s Flexible Stock Plan.

4.4 Vacations; Other Benefits

The Executive shall be entitled to a reasonable annual vacation (not less than an aggregate of four weeks in any calendar year) with full pay, benefits and allowances.

At the Company’s expense, the Company shall provide office space, secretarial assistance, supplies and equipment fully adequate to enable the Executive to perform the services

contemplated by this Agreement and at least comparable to that being provided to the Executive on the date hereof.

4.5 Clawbacks

5. Expenses

6. Disability

6.1 Payments During a Period of Disability

6.2 Termination following Disability

If the Executive continues to have a Total Disability on the Disability Termination Date, his employment under this Agreement shall be terminated on the Disability Termination Date. If the Executive’s employment is terminated pursuant to this Section, that will not be deemed to be a termination of employment by the Company without Cause. The Board’s appointment of an interim President and COO during any period in which the Executive is

unable to perform his duties due to illness or injury shall not be deemed a breach of this Agreement or a termination by the Company without Cause, provided that the Executive is permitted to resume the role of President and COO within a reasonable time after recovering from the disability.

6.3 Offset Payments

7. Executive’s Option to Terminate Agreement

(a)

The Executive shall not be elected and continue as the President and COO (or above) or shall not be nominated for election as a Director of the Company, unless his failure to be nominated as a Director resulted from the application of SEC or NYSE rules as stated in Section 3 of this Agreement;

(b)

The Company is merged or consolidated with another corporation and the Company is not the survivor;

(c)

The Company is dissolved;

(d)

Substantially all of the assets of the Company are sold to any other person;

(e)

A public tender offer is made for the shares of the Company and the offeror acquires at least 40% of the outstanding common shares of the Company;

(f)

A proxy contest is waged and the person waging the contest acquires working control of the Company; or

(g)

8. Termination by the Company

8.1

Termination For Cause

The Company may terminate the Executive’s employment pursuant to this Agreement by discharging the Executive for Cause. The term “ Cause ” shall be limited to the following events:

(a)

(b)

(c)

(d)

(e)

(f)

8.2

Termination Without Cause

severance benefits under the Severance Benefit Agreement as a result of a termination of employment pursuant to Section 3.1 thereof, he shall:

(a)

continue to receive his salary through the end of the Term at the salary rate in effect on the date of the written notice of termination (determined without regard to any deferral of compensation);

(b)

be paid a bonus for each period (or partial period) through the end of the Term (i) according to the terms of the Key Officers Incentive Plan (or successor plan or additional incentive plan) and the award formula for corporate plan participants, (ii) based upon the payout percentages established for performance achieved during the applicable bonus period, and (iii) using the Executive’s Target Percentage in effect on the date of the written notice of termination (provided, however, that the payment under this Subsection shall be reduced by any bonus to be paid for the year of termination pursuant to Section 4.2);

(c)

become immediately vested in 100% of all outstanding RSUs;

(d)

receive a payment, in the event Performance Stock Unit Awards granted in 2013 or any prior years are still outstanding, representing the additional pro rata number of shares for the period between the last partial vesting under Section 3.b of the PSU Terms and Conditions and the date of the Executive’s termination (this Section 8.2(d) shall also apply in connection with a termination pursuant to Section 2.2(a));

(e)

be deemed a continuing employee through the end of the Term with respect to any vesting, option exercise, or performance period for any options, stock or stock unit grants, or other equity-based compensation granted prior to the date of the written notice of termination; provided, however, the Executive shall not be eligible for any additional options, stock or stock unit grants or other equity-based compensation grants after the date of the written notice of termination; and

(f)

receive medical plan coverage for himself, his spouse, and his eligible dependents through the end of the Term that is substantially the same as the coverage offered by the Company to similarly situated active employees at the same cost as is charged to similarly situated active employees; provided, however, that the Company may require the Executive to elect coverage pursuant to COBRA as a condition to continuing such coverage, if and to the extent the Executive is eligible for COBRA, and to the extent that the benefits would be taxable to the Executive, the Company would occur a tax under Code Section 4980D as a result of providing such coverage or the Company is unable under the terms of its health plan to continue such coverage, the Company shall in lieu of such coverage pay the Executive a taxable cash amount on a

monthly basis that equals the amount necessary to purchase substantially equivalent coverage.

9. Effect of Termination

10. Confidential Information

The Executive shall be bound by the Employee Confidentiality and Invention Agreement between the Company and the Executive dated May 14, 2009, as it may be amended.

11. Non-Compete

employee, representative or advisor of the Company, or its subsidiaries and affiliates, to terminate their employment or relationship with the Company.

12. Code Section 409A

13. Nonassignability

The provisions of this Agreement shall be binding on and inure to the benefit of the Executive, his executors and administrators, but the Executive may not assign this Agreement.

14. Miscellaneous

14.1 Waivers

14.2

Notices

If to the Executive:

If to the Company:

Karl G. Glassman

Leggett & Platt, Incorporated

No. 1 Leggett Road

Carthage, Missouri 64836

Attention: Secretary

14.3 Survival of Provisions

14.4 Enforceability

14.5 Entire Agreement

14.6 Governing Law

IN WITNESS WHEREOF, the Company and the Executive have signed this Agreement as of the day and year first above written.


“EXECUTIVE”	“COMPANY”

	LEGGETT & PLATT, INCORPORATED

/s/ K ARL G. G LASSMAN	By	/s/ R ICHARD T. F ISHER
Karl G. Glassman		Richard T. Fisher
		Board Chair

Exhibit 10.4

EMPLOYMENT AGREEMENT

BETWEEN

MATTHEW C. FLANIGAN AND

LEGGETT & PLATT, INCORPORATED


1. Employment			1
2. Term			1
2.1 Term			1
2.2 Early Termination			1
3. Duties and Authority			2
4. Compensation			2
4.1 Base Salary			2
4.2 Annual Cash Bonus			3
4.3 Restricted Stock Unit Grant			3
4.4 Vacations; Other Benefits			3
4.5 Clawbacks			4
5. Expenses			4
6. Disability			4
6.1 Payments During a Period of Disability			4
6.2 Termination following Disability			4
6.3 Offset Payments			5
7. Executive’s Option to Terminate Agreement			5
8. Termination by the Company			6
8.1 Termination For Cause			6
8.2 Termination Without Cause			6
9. Effect of Termination			8
10. Confidential Information			8
11. Non-Compete			8
12. Code Section 409A			10
13. Nonassignability			10
14. Miscellaneous			10
14.1 Waivers			10
14.2 Notices			10
14.3 Survival of Provisions			11
14.4 Enforceability			11
14.5 Entire Agreement			11
14.6 Governing Law			11

EMPLOYMENT AGREEMENT

RECITALS

AGREEMENT

NOW THEREFORE, for good and valuable consideration, the Company and the Executive agree as follows:

1. Employment

The Company hereby confirms its employment of the Executive as its Executive Vice President and Chief Financial Officer, and the Executive hereby confirms his employment in that capacity.

2. Term

2.1 Term

2.2 Early Termination

This Agreement may be terminated prior to expiration of the Term only by reason of any of the following:

(a)

by the Executive upon six months prior written notice;

(b)

(c)

in accordance with Section 6 hereof, upon the Executive’s Total Disability (as defined below);

(d)

by the Executive pursuant to Section 7 hereof;

(e)

by the Company pursuant to Section 8 hereof; or

(f)

automatically upon the death of the Executive.

3. Duties and Authority

The Executive shall use his best efforts, skills and abilities to promote the Company’s interests. The Executive shall serve as director if nominated by the Nominating & Corporate Governance Committee (“ N&CG Committee ”) and if so elected by the shareholders of the Company; provided, however, the N&CG Committee will not nominate the Executive if such nomination would violate the rules or regulations of the Securities and Exchange Commission or the New York Stock Exchange. The Executive shall perform such duties at the Executive Vice President level or above assigned to him by the Board or the Chief Executive Officer. The Executive shall report to the Chief Executive Officer of the Company.

4. Compensation

4.1 Base Salary

The Executive shall be paid a base salary at an annual rate of $441,000. Beginning on or about April 1, 2013 and in each successive year during the Term, the Compensation Committee shall appraise the Executive’s performance during the previous calendar year, taking into account such factors as it deems appropriate. As a result of such appraisal, the then annual base salary of the Executive may be increased (but shall not be decreased) by such amount as the Compensation Committee determines in its discretion; provided, however, a reduction in the Executive’s base salary may be permitted to align with a broad-based salary reduction at the Company applicable for such year.

4.2 Annual Cash Bonus

During the Term, the Executive shall be entitled to earn a cash bonus computed in accordance with the Key Officers Incentive Plan, as amended from time to time, or such other annual incentive plan as the Compensation Committee may establish for which the Executive is eligible (the “ Incentive Plan ”). The amount of the Executive’s bonus shall be determined by applying an award formula approved by the Compensation Committee to a percentage of Executive’s annual salary on December 31 of each year (“ Target Percentage ”). The Executive’s target percentage is 80%. The Compensation Committee shall be entitled to amend or supplement the Incentive Plan, the award formula, and the Target Percentage from time to time.

4.3 Restricted Stock Unit Grant

The Executive shall be granted a restricted stock unit award in the amount of 40,000 shares (the “ RSUs ”), which RSUs shall vest 25% on the Effective Date and 25% each on the first, second and third anniversaries of the Effective Date. The vesting of any tranche of the RSUs shall be conditioned upon the Executive’s continued employment by the Company through the applicable anniversary date, except for the accelerated vesting provided in Section 8.2 and under the terms of the RSU agreement; provided, however that such accelerated vesting shall not accelerate the date that shares of Company stock are issued pursuant to the RSU award. The Executive will not have the rights of a shareholder, including voting and dividend rights, with respect to the RSUs until the underlying shares are issued. The RSUs shall be issued pursuant to the Company’s Flexible Stock Plan.

4.4 Vacations; Other Benefits

The Executive shall be entitled to a reasonable annual vacation (not less than an aggregate of four weeks in any calendar year) with full pay, benefits and allowances.

At the Company’s expense, the Company shall provide office space, secretarial assistance, supplies and equipment fully adequate to enable the Executive to perform the services

contemplated by this Agreement and at least comparable to that being provided to the Executive on the date hereof.

4.5 Clawbacks

5. Expenses

6. Disability

6.1 Payments During a Period of Disability

6.2 Termination following Disability

If the Executive continues to have a Total Disability on the Disability Termination Date, his employment under this Agreement shall be terminated on the Disability Termination Date. If the Executive’s employment is terminated pursuant to this Section, that will not be deemed to be a termination of employment by the Company without Cause. The Board’s appointment of an interim Executive Vice President and CFO during any period in which the

Executive is unable to perform his duties due to illness or injury shall not be deemed a breach of this Agreement or a termination by the Company without Cause, provided that the Executive is permitted to resume the role of Executive Vice President and CFO within a reasonable time after recovering from the disability.

6.3 Offset Payments

7. Executive’s Option to Terminate Agreement

(a)

The Executive shall not be elected and continue as the Executive Vice President and CFO (or above) or shall not be nominated for election as a Director of the Company, unless his failure to be nominated as a Director resulted from the application of SEC or NYSE rules as stated in Section 3 of this Agreement;

(b)

The Company is merged or consolidated with another corporation and the Company is not the survivor;

(c)

The Company is dissolved;

(d)

Substantially all of the assets of the Company are sold to any other person;

(e)

A public tender offer is made for the shares of the Company and the offeror acquires at least 40% of the outstanding common shares of the Company;

(f)

A proxy contest is waged and the person waging the contest acquires working control of the Company; or

(g)

8. Termination by the Company

8.1 Termination For Cause

The Company may terminate the Executive’s employment pursuant to this Agreement by discharging the Executive for Cause. The term “ Cause ” shall be limited to the following events:

(a)

(b)

(c)

(d)

(e)

(f)

8.2 Termination Without Cause

severance benefits under the Severance Benefit Agreement as a result of a termination of employment pursuant to Section 3.1 thereof, he shall:

(a)

continue to receive his salary through the end of the Term at the salary rate in effect on the date of the written notice of termination (determined without regard to any deferral of compensation);

(b)

(c)

become immediately vested in 100% of all outstanding RSUs;

(d)

(e)

(f)

monthly basis that equals the amount necessary to purchase substantially equivalent coverage.

9. Effect of Termination

10. Confidential Information

The Executive shall be bound by the Employee Confidentiality and Invention Agreement between the Company and the Executive dated May 14, 2009, as it may be amended.

11. Non-Compete

employee, representative or advisor of the Company, or its subsidiaries and affiliates, to terminate their employment or relationship with the Company.

12. Code Section 409A

13. Nonassignability

The provisions of this Agreement shall be binding on and inure to the benefit of the Executive, his executors and administrators, but the Executive may not assign this Agreement.

14. Miscellaneous

14.1 Waivers

14.2 Notices


		If to the Executive:				If to the Company:
		Matthew C. Flanigan				Leggett & Platt, Incorporated No. 1 Leggett Road
						Carthage, Missouri 64836
						Attention: Secretary

14.3 Survival of Provisions

14.4 Enforceability

14.5 Entire Agreement

14.6 Governing Law

IN WITNESS WHEREOF, the Company and the Executive have signed this Agreement as of the day and year first above written.


“EXECUTIVE”	“COMPANY”

	LEGGETT & PLATT, INCORPORATED

/ S / M ATTHEW C. F LANIGAN	By	/ S / R ICHARD T. F ISHER
Matthew C. Flanigan		Richard T. Fisher
		Board Chair

Exhibit 10.5

AMENDED AND RESTATED

SEVERANCE BENEFIT AGREEMENT

This Severance Benefit Agreement (the “ Agreement ”) is made as of March 1, 2013 between Leggett & Platt, Incorporated, No. 1 Leggett Road, Carthage, Missouri 64836 (the “ Company ”) and David S. Haffner (the “ Executive ”), residing at Missouri 64836.

RECITALS

The Executive functions as Chief Executive Officer of the Company on the date hereof and is one of the key employees of the Company.

The Company considers the maintenance of sound and vital management essential to protecting and enhancing the best interests of the Company and its shareholders. In this connection, the Company recognizes that in today’s business environment the possibility of a change in control of the Company may exist in the future. The Company further recognizes that such possibility, and the uncertainty which it may raise among key executives, could result in the departure or distraction of key executives to the detriment of the Company and its shareholders. Accordingly, the Board of Directors of the Company (the “ Board ”) has determined that appropriate steps should be taken (i) to further induce the Executive to remain with the Company and (ii) to reinforce and encourage the continued attention and dedication of the Executive to his assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility of a change in control of the Company. This Agreement supersedes the Severance Benefit Agreement between the Company and the Executive dated May 7, 2009.

NOW, THEREFORE, in consideration of the premises and for other good and valuable considerations, the receipt of which are hereby acknowledged, the Company and the Executive agree as follows:

1. Change in Control; Employment Agreement

1.1 Change in Control . The Company shall be required to provide certain benefits to the Executive to the extent required under the terms of this Agreement following each and every “ Change in Control ” of the Company.

A “ Change in Control ” of the Company shall be deemed to have occurred if:

(a)

There is any change in control as contemplated by (i) Item 6(e) of Schedule 14A, Regulation 14A, promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) or (ii) Item 5.01 of Form 8-K promulgated by the Securities and Exchange Commission under the Exchange Act; or

(b)

Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the

Exchange Act), directly or indirectly, of 40% or more of the combined voting power of the Company’s then outstanding voting securities; or

(c)

Those persons serving as directors of the Company on the date of this Agreement (the “ Original Directors ”) and/or their Successors do not constitute a majority of the whole Board of Directors of the Company (the term “ Successors ” shall mean those directors whose election or nomination for election by the Company’s shareholders has been approved by the vote of at least two-thirds of the Original Directors and previously qualified Successors serving as directors of the Company at the time of such election or nomination for election); or

(d)

The Company shall be a party to a merger or consolidation with another corporation and as a result of such merger or consolidation, less than 65% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former shareholders of the Company as the same shall have existed immediately prior to such merger or consolidation; or

(e)

The Company liquidates, sells, or otherwise transfers all or substantially all of its assets to a person not controlled by the Company both immediately prior to and immediately after such sale.

1.2 Employment Agreement . Any benefits provided to the Executive under this Agreement will, unless specifically stated otherwise in this Agreement, be in addition to and not in lieu of any benefits that may be provided the Executive under his Employment Agreement with the Company dated March 1, 2013 (this agreement, as amended, restated or superseded, is called the “ Employment Agreement ”).

This Agreement shall continue for the term provided in Section 7.7 and shall not be affected by any termination of the Employment Agreement.

2. Termination of Employment Following a Change in Control

2.1 General . During the 36 month period immediately following each and every Change in Control (the “ Protected Period ”), the Executive and the Company shall comply with all provisions of this Section 2 regarding termination of the Executive’s employment. This Agreement shall have no application to any termination of the Executive’s employment outside the Protected Period.

2.2 Termination for Total Disability . The Company may terminate the Executive’s employment during the Protected Period due to the Executive’s Total Disability. “ Total Disability ” means the Executive’s inability to perform substantially all of his material duties with the Company for a continuous period of six or more months due to illness or injury. During any period prior to his termination of employment that the Executive is unable to substantially perform his duties with the Company as a result of illness or injury, the Company shall continue to pay the Executive his full base salary at the rate then in effect and any bonuses earned by the Executive under Company bonus plans until such time as the Executive’s employment is

terminated by the Company for Total Disability. In no event, however, shall such period of continued pay and bonus exceed 29 consecutive months. Following termination of employment under this Section 2.2, the Executive’s benefits shall be determined in accordance with the Company’s long term disability program as in effect on the date hereof, or any successor program then in effect.

2.3 Termination by Company for “Cause” . If the Employment Agreement is not in force, the Company may terminate the Executive’s employment during the Protected Period for Cause as defined in this Agreement. If the Employment Agreement is in force, the Company may terminate the Executive’s employment for “Cause” (as defined in the Employment Agreement) only in accordance with the terms of the Employment Agreement.

Termination for “Cause” under this Agreement, as distinguished from the Employment Agreement, shall be limited to the following:

(a)

The Executive’s conviction of any crime involving money or other property of the Company or any of its affiliates (including entering any plea bargain admitting criminal guilt), or a conviction of any other crime (whether or not involving the Company or any of its affiliates) that constitutes a felony in the jurisdiction involved; or

(b)

The Executive’s willful breach of the Company’s Code of Business Conduct (or any successor policy) which causes significant injury to the Company; or

(c)

The Executive’s willful breach of the Company’s Financial Code of Ethics (or any successor policy) which causes significant injury to the Company; or

(d)

The Executive’s willful act or omission involving fraud, misappropriation, or dishonesty that (i) causes significant injury to the Company or (ii) results in a material personal enrichment to the Executive at the expense of the Company; or

(e)

The Executive’s willful violation of specific written directions of the Board provided that such directions are consistent with this Agreement and the Executive’s duties and do not constitute Company Action as defined in Section 2.4, and provided that such violation continues following the Executive’s receipt of written notice by the Board specifying the specific acts or omissions alleged to constitute such violation and such violation continues after affording the Executive reasonable opportunity to remedy such failure after receipt of such notice; or

(f)

The Executive’s continued, repeated, willful failure to substantially perform his duties; provided, however, that no discharge shall be deemed for Cause under this subsection (f) unless the Executive first receives written notice from the Board advising the Executive of specific acts or omissions alleged to constitute a failure to perform his duties, and such failure continues after the Executive has had a reasonable opportunity to correct the acts or omissions so complained of.

No act or failure to act on the Executive’s part shall be considered “ willful ” unless done, or omitted to be done, by the Executive without reasonable belief that his action or omission was in the best interest of the Company. Moreover, the Executive’s employment shall not be terminated for Cause unless and until there shall have been delivered to the Executive a notice of termination duly adopted by the affirmative vote of at least a majority of the directors of the Board at a meeting of the Board (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was in violation of Section 2.3(a), (b), (c), (d),(e) or (f) and specifying the particulars thereof in detail.

A termination shall not be deemed for Cause if, for example, the termination results from the Company’s determination that the Executive’s position is redundant or unnecessary or that the Executive’s performance is unsatisfactory or if the termination stems from the Executive’s refusal to agree to or accept any Company Action described in Section 2.4.

2.4 Termination by Executive for Good Reason . The Executive may, whether or not his Employment Agreement remains in force, terminate his employment during the Protected Period for “ Good Reason ” by giving notice of termination to the Company following (i) any action or omission by the Company described in this Section 2.4 or (ii) receipt of notice from the Company of the Company’s intention to take any such action or engage in any such omission. A termination of employment under this Section 2.4 shall be deemed a valid and proper termination of the Employment Agreement if then in force and, to this extent, the parties agree that the Employment Agreement is hereby amended.

The actions or omissions which may lead to a termination of employment for Good Reason (herein collectively and severally “ Company Actions ”) are as follows:

(a)

A reduction by the Company in the Executive’s base salary as in effect immediately prior to the Change in Control; or

(b)

A change in the Executive’s reporting responsibilities or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of authority or responsibility; or

(c)

The assignment to the Executive of any duties or responsibilities that, in any material aspect, are inconsistent with the Executive’s duties and responsibilities with the Company immediately prior to the Change in Control; or

(d)

A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or

(e)

obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocation; or

(f)

A material reduction in annual target value of long-term incentive awards as in effect immediately prior to the Change in Control (with the value determined in accordance with generally accepted accounting standards); or

(g)

A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 of this Agreement; or

(h)

Any purported termination of the Executive’s employment by the Company for Total Disability or for Cause that is not carried out (i) pursuant to a notice of termination which satisfies the requirements of Section 2.5 and (ii) in accordance with Section 2.3, if applicable; and for purposes of this Agreement, no such purported termination shall be effective.

2.5 Notice of Termination and Opportunity to Cure . Any purported termination by the Company of the Executive’s employment under Section 2.2 (Total Disability) or 2.3 (for Cause) or by the Executive under Section 2.4 (for Good Reason) shall be communicated by notice of termination to the other party. A notice of termination shall mean a notice which includes the specific termination Section in this Agreement relied upon and shall set forth, in reasonable detail, the facts and circumstances claimed to provide a basis for termination of employment under the Section so indicated. Notice of termination for Good Reason under Section 2.4 shall be made by the Executive no later than 90 days from the date such Good Reason first arises. If, within 30 days of receipt of such notice, the Company takes such appropriate actions as are necessary to correct, reverse or cure these facts and circumstances that the Executive identifies as causing Good Reason, then no Good Reason shall have occurred.

2.6 Date of Termination . The date the Executive’s employment is terminated under Section 2 of this Agreement is called the “ Date of Termination ”. In cases of Total Disability, the Date of Termination shall be 30 days after notice of termination is given (provided that the Executive shall not have returned to the performance of his duties on a full-time basis during such prior 30 day period). If the Executive’s employment is terminated for Cause, the Date of Termination shall be the date specified in the notice of termination. If the Executive’s employment is terminated for Good Reason, the Date of Termination shall be the date set out in the notice of termination, which shall not be later than 60 days following the date of the notice of termination, provided that the Company fails to correct, reverse or cure the facts giving rise to such Good Reason, as provided in Section 2.5.

Any dispute by a party hereto regarding a notice of termination delivered to such party must be conveyed to the other party within 30 days after the notice of termination is given. If the particulars of the dispute are not conveyed within the 30 day period, then the disputing party’s claims regarding the termination shall be forever deemed waived.

2.7 Prior Notice Required of Company Actions . During the Protected Period, the Company shall not terminate the Executive’s employment (except for Total Disability or for Cause or pursuant to the Employment Agreement) or take any Company Action as defined in Section 2.4 without first giving the Executive at least three months’ prior notice of termination or the planned Company Action, as the case may be.

3. Benefits upon Termination of Employment

3.1 General . If, during the Protected Period following each Change in Control, the Executive’s employment is terminated either (i) by the Company (other than for Total Disability or Cause under this Agreement and other than for “Total Disability” or “Cause” under the terms of the Employment Agreement) or (ii) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided in this Section 3 (collectively and severally “ Termination Benefits ”) in lieu of receiving the compensation and benefits provided for in Section 8.2 of the Employment Agreement.

3.2 Base Salary Through Date of Termination . The Company shall pay the Executive his full base salary through the Date of Termination under the Company’s regular payroll procedures and at the rate in effect at the time notice of termination is given. The Company shall give the Executive credit for any vacation earned but not taken and pay such amount at the time that any earned but not yet paid bonus is paid under Section 3.3.

3.3 Pro-Rata Bonus for Year of Termination . The Company shall pay the Executive a pro rata bonus for the year in which his employment terminates. The pro rata bonus shall be equal to “ A ” divided by “ B ” with the quotient multiplied by “ C ” where:

(a)

“ A ” equals the number of days the Executive is employed by the Company in the year in which the termination of employment occurs (the “ Termination Year ”);

(b)

“ B ” equals 365; and

(c)

“ C ” equals the maximum bonus the Executive would have been eligible for in the Termination Year under Section 4.2 of his Employment Agreement or under the Company’s Key Officers Incentive Plan (or successor plans), whichever may be applicable.

Such amount shall be paid when bonuses are required to be paid under the Company’s Key Officer Incentive Plan (or successor plan) but not before 6 months after the Executive’s termination of employment if and to the extent required to avoid a tax under Section 409A of the Internal Revenue Code of 1986 (the “ Code ”).

3.4 Monthly Severance Payments . The Company shall pay the Executive:

(a)

aggregate severance payments equal to 3.0 times his annual base salary in effect on the date of written notice of termination, plus

(b)

additional aggregate severance payments equal to 3.0 times the Executive’s target bonus amount (which is expressed as a percentage of his annual base salary and is currently 115%) under the Key Officers Incentive Plan (or successor plans) in effect at the time of the Change in Control.

The severance payments in subsection (a) and subsection (b) shall each be made in 36 equal, consecutive monthly installments.

3.5 Welfare Plans and Fringe Benefits .

(a) For purposes of this Section 3.5, welfare plans and fringe benefit programs include health, disability, life, salary continuance prior to disability, automobile usage, and any other fringe benefit or welfare plan arrangement in which the Executive was entitled to participate immediately prior to the Date of Termination.

(b) The Company shall maintain in full force, for the continued benefit of the Executive for 36 months after the Date of Termination, at the same cost to the Executive as is charged to similarly situated active employees, all welfare plans and fringe benefit programs (including health plan, disability insurance, and life insurance, including any applicable spouse and eligible dependent coverage) that the Company is able to provide under the terms of its plans, programs, and applicable policies and that may be provided to the Executive as a former employee on a tax-free basis under the Code and without the Company incurring a tax under Code Section 4980D; provided, however, that the Company may require the Executive to elect coverage pursuant to COBRA as condition to continuing medical plan coverage, if and to the extent the Executive is eligible for COBRA.

(c) To the extent that any welfare plan or fringe benefit program cannot be maintained under Section 3.5(b) above on a tax-free basis to the Executive under the applicable provisions of the Code, such benefits that the Company is able to provide under the terms of its plans, programs, and applicable policies and without the Company incurring a tax under Code Section 4980D shall be continued, at the same cost to the Executive as is charged to similarly situated active employees, for the period, if any, that is recognized under Code Section 409A as not resulting in a deferral of compensation, but in no event beyond 36 months.

(d) To the extent any welfare plan or fringe benefit program cannot be provided for 36 months from the Date of Termination under Sections 3.5(b) and (c) above, the Executive shall be entitled to monthly cash payments that equal the Company’s cost of coverage in the case of welfare plans and in the case of fringe benefit programs that require payment of a premium, and in other cases the value of benefits that would have been provided during such period. At the close of the 36 month period, any assignable insurance policy owned by the Company and relating solely to the Executive shall be assigned to the Executive.

3.6 Retirement Plans .

(a) The Company shall pay the Executive an “Additional Retirement Benefit” equal to the additional benefit the Executive would have been entitled to under the Company’s

Retirement Plans in effect immediately prior to a Change in Control had the Executive accumulated 36 additional months of continuous service (following the Date of Termination) under such Retirement Plans both for purposes of determining eligibility for benefits and for purposes of calculating the Additional Retirement Benefit. If any Retirement Plan requires contributions by participants, the Additional Retirement Benefit shall be reduced to reflect the absence of contributions by the Executive and any matching contribution that would be contingent upon the Executive’s contributions shall be calculated as if the Executive made the maximum contribution allowable under the terms of such Retirement Plan. Where the Executive’s contribution for a given Retirement Plan is calculated by reference to salary and/or bonus, the Additional Retirement Benefit shall be calculated by reference to the Executive’s annual salary in effect on the date of the Executive’s notice of termination and the bonus payout percentage achieved for the year of service preceding the Executive’s notice of termination, without adjustment for any future year increases that may have occurred absent the termination.

(b) For purposes of this Section 3.6, “Retirement Plans” are (i) any savings or retirement plan sponsored by the Company that is intended to be tax-qualified under Internal Revenue Code section 401(a), and any arrangements that make up benefits that are not provided under such tax-qualified plans because of compensation or benefit limits under the terms of such plans or the Internal Revenue Code, (ii) the Executive Stock Unit Program, and (iii) any deferred compensation program in which the Executive participates that is adopted after the effective date of this agreement that is intended to provide for retirement savings. For any Retirement Plan that is a defined benefit pension plan, the Additional Retirement Benefit shall be determined using the same interest rate and mortality factor that apply for determining actuarial equivalence in the applicable plans.

3.7 Termination Which Does Not Require Payment of Termination Benefits . No Termination Benefits shall be provided by the Company to the Executive under this Section 3 if the Executive’s employment is terminated:

(a)

By his death; or

(b)

By the Executive other than for Good Reason; or

(c)

By the Company for Total Disability or for Cause under this Agreement or for “Total Disability” or “Cause” under the terms of the Employment Agreement.

3.8 Modified Cutback . If the Executive is entitled to Termination Benefits under this Agreement and other payments and/or benefits in connection with a change of ownership or effective control of the Company covered by §280G of the Code, as amended (collectively the “ Company Payments ”), and if such Company Payments would otherwise equal or exceed 300% of the Executive’s base amount as defined in §280G(b)(3) of the Code (the “ Threshold Amount ”), then the amount of the Company Payments will be reduced to an amount that is less than such Threshold Amount, but only if and to the extent such reduction will also result in, after taking into account all taxes, including any income taxes (together with any interest or penalties thereon, the “ Additional Income Tax ”) and any excise tax pursuant to Code §4999, a greater after-tax benefit to the Executive than the after-tax benefit to the Executive of the Company

Payments computed without regard to any such reduction. If Company Payments must be reduced, the order of reduction shall be in accordance with Code Section 409A and unless otherwise required to satisfy Code Section 409A, (a) the amount of severance payable to the Executive under Section 3.4 of this Agreement shall be subject to reduction first, followed by payments under Section 3.5 of this Agreement, followed by cash payments under Section 3.6 of this Agreement, followed by any other cash payments that are not attributable to accelerated vesting or payment of Company stock, stock units or stock options, followed by payments under this Agreement that are not subject to Section 409A, followed by payments that are attributable to accelerated vesting or payment of Company stock, stock units or stock options, and (b) subject to the order of reductions specified in Subsection (a), the payments that would otherwise be made latest in time shall be reduced first and payments that would be otherwise be made at the same time shall be reduced pro rata.

To the extent requested by the Executive, the Company shall cooperate with the Executive in valuing services provided by the Executive (including, without limitation, the Executive refraining from performing services pursuant to a covenant not compete) before, on or after a change in ownership or control of the Company (within the meaning of §280G of the Code), such that payments in respect of such services may be considered reasonable compensation and/or exempt from the definition of “parachute payment” within §280G of the Code.

4. No Obligation to Mitigate

The Termination Benefits provided under Section 3 shall not be treated as damages, but rather shall be treated as severance compensation to which the Executive is entitled. The Executive shall not be required to mitigate the amount of any Termination Benefit provided under Section 3 by seeking other employment or otherwise; provided, however, any health welfare and fringe benefits that the Executive may receive from full time employment by a third person shall be applied against and reduce any such benefits thereafter to be made available to the Executive under Section 3.5.

5. Timing of Payments

The taxable payments and taxable benefits in Sections 3.4 and 3.5 shall commence 6 months after the Executive’s termination of employment, at which date he shall receive in a lump sum of installments and benefits which accrued from the date of his termination of employment through the date of such lump sum payment. Additional Retirement Benefits under Section 3.6 shall be paid in a lump sum 6 months after the Executive’s termination of employment; provided, however, that in the case of a Retirement Plan that is not a tax-qualified plan, payment shall be made at such later date or event that is specified in such plan if the payment time or event is one described in Code Section 409A(a)(2)(A). Any coverage and benefits pursuant to Section 3.5 that are not taxable to the Executive shall commence within 60 days following the date of termination and the coverage or benefits shall be retroactive to the date of termination of employment.

6. Successor; Binding Agreement

The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. The assumption shall be by agreement in form and substance satisfactory to the Executive. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall entitle the Executive to terminate his employment for Good Reason as provided in Section 2.4(h). As used in the Agreement “ Company ” means the Company as previously defined and any successor to its business and/or assets which executes and delivers the agreement provided for in this Section 6 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law.

This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees, but the Executive may not assign this Agreement. If the Executive should die while any amount would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to his devisee, legatee or other designee or, if there be no such designee, to his estate.

7. Miscellaneous

7.1 Notice . All notices, elections, waivers and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth on the first page of this Agreement, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

7.2 No Waiver . No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing, signed by the Executive and an officer of the Company. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement.

7.3 Enforceability . The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

7.4 Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Missouri.

7.5 Disputes. Any dispute or controversy arising under or in connection with this Agreement shall be settled by arbitration in accordance with the Commercial Arbitration Rules procedures of the American Arbitration Association. If, at any time after 90 days from the date of the Executive’s termination of employment, the Executive and the Company have not resolved any dispute or controversy arising under or in connection with this Agreement, either the Executive or the Company may notify the other of an intent to seek arbitration. Arbitration shall occur before a single arbitrator in the State of Missouri; provided, however, that if the parties cannot agree on the selection of such arbitrator within 30 days after the matter is referred to arbitration, each party shall select one arbitrator and those arbitrators shall jointly designate a third arbitrator to comprise a panel of three arbitrators. The decision of the arbitrator shall be rendered in writing, shall be final, and may be entered as a judgment in any court in the State of Missouri. Company and the Executive each irrevocably consent to the jurisdiction of the federal and state courts located in the State of Missouri for this purpose. The Company shall pay, within 30 days of receipt of the arbitrator’s decision, all costs and expenses in connection with any arbitration under this Section 7.5, including without limitation all reasonable legal fees incurred by Executive in connection with such arbitration; provided, however, the Company shall not be obligated to pay unless the Executive prevails on the majority of the dollar amount at issue in the dispute.

7.6 Sections; Captions . All references in this Agreement to Sections refer to the applicable Sections of this Agreement. References in this Agreement to a given Section ( e.g ., Section 3) shall, unless the context requires otherwise, refer to all parts of such Section.

The captions have been placed in this Agreement for ease of reference only. They shall not be used in the interpretation of this Agreement.

7.7 Term of Agreement . This Agreement shall continue in force so long as the Executive remains employed by the Company or any successor and shall apply to any Change in Control that occurs while the Executive remains so employed, except as so modified by the parties from time to time, including modifications to take into account changes in law.

7.8 Limited Right of Offset . Effective upon a Change in Control, the Company waives, and will not assert, any right to set off the amount of any claims, liabilities, damages or losses the Company may have against the Executive under this Agreement or otherwise if (i) the Executive’s employment is terminated by the Company without Cause, or (ii) the Executive terminates his employment for “Good Reason”.

7.9. Release . Notwithstanding any other provision of this Agreement, the Executive shall receive payments and benefits under this Agreement only if the Executive timely executes, returns to the Company, and does not revoke a release and covenant not to sue agreement, in a form reasonably acceptable to the Executive and the Company’s legal counsel. The Company shall provide such agreement to the Executive in sufficient time so that if the Executive executes and returns the agreement to the Company within the time period permitted by the Company, the revocation period provided in the agreement will expire before the payments and benefits under this Agreement are required to commence pursuant to Section 5.

7.10 Successive Changes in Control . A separate Change in Control shall be deemed to have occurred with each occurrence of any event described at subsections (a) through (e) of Section 1.1. This Agreement pertains to each and every Change in Control, including successive Changes in Control involving the same controlling person(s).

7.11 Interpretation of Agreement and Application of Code Section 409A . This Agreement is intended to conform to the requirements of Code Section 409A and shall be interpreted accordingly. For such purposes, any stream of payments due under this Agreement shall be treated as a series of separate payments. The Executive shall be deemed to have terminated employment for purposes of this Agreement only if he has incurred a termination of employment that constitutes a “separation for service” within the meaning of Code Section 409A.

7.12 Withholding . The Company may withhold all federal, state, and local income and employment taxes as required under applicable laws and regulations.

IN WITNESS WHEREOF, this Agreement has been signed as of the day and year first above written.

Exhibit 10.6

AMENDED AND RESTATED

SEVERANCE BENEFIT AGREEMENT

This Severance Benefit Agreement (the “ Agreement ”) is made as of March 1, 2013 between Leggett & Platt, Incorporated, No. 1 Leggett Road, Carthage, Missouri 64836 (the “ Company ”) and Karl G. Glassman (the “ Executive ”), residing at Missouri 64836.

RECITALS

The Executive functions as President and Chief Operating Officer of the Company on the date hereof and is one of the key employees of the Company.

NOW, THEREFORE, in consideration of the premises and for other good and valuable considerations, the receipt of which are hereby acknowledged, the Company and the Executive agree as follows:

1. Change in Control; Employment Agreement

A “ Change in Control ” of the Company shall be deemed to have occurred if:

(a)

(b)

Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the

Exchange Act), directly or indirectly, of 40% or more of the combined voting power of the Company’s then outstanding voting securities; or

(c)

(d)

(e)

The Company liquidates, sells, or otherwise transfers all or substantially all of its assets to a person not controlled by the Company both immediately prior to and immediately after such sale.

This Agreement shall continue for the term provided in Section 7.7 and shall not be affected by any termination of the Employment Agreement.

2. Termination of Employment Following a Change in Control

2.1 General . During the 30 month period immediately following each and every Change in Control (the “ Protected Period ”), the Executive and the Company shall comply with all provisions of this Section 2 regarding termination of the Executive’s employment. This Agreement shall have no application to any termination of the Executive’s employment outside the Protected Period.

Termination for “Cause” under this Agreement, as distinguished from the Employment Agreement, shall be limited to the following:

(a)

(b)

The Executive’s willful breach of the Company’s Code of Business Conduct (or any successor policy) which causes significant injury to the Company; or

(c)

The Executive’s willful breach of the Company’s Financial Code of Ethics (or any successor policy) which causes significant injury to the Company; or

(d)

(e)

(f)

The actions or omissions which may lead to a termination of employment for Good Reason (herein collectively and severally “ Company Actions ”) are as follows:

(a)

A reduction by the Company in the Executive’s base salary as in effect immediately prior to the Change in Control; or

(b)

(c)

(d)

A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or

(e)

(f)

(g)

A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 of this Agreement; or

(h)

3. Benefits upon Termination of Employment

(a)

“ A ” equals the number of days the Executive is employed by the Company in the year in which the termination of employment occurs (the “ Termination Year ”);

(b)

“ B ” equals 365; and

(c)

3.4 Monthly Severance Payments . The Company shall pay the Executive:

(a)

aggregate severance payments equal to 2.5 times his annual base salary in effect on the date of written notice of termination, plus

(b)

additional aggregate severance payments equal to 2.5 times the Executive’s target bonus amount (which is expressed as a percentage of his annual base salary and is currently 90%) under the Key Officers Incentive Plan (or successor plans) in effect at the time of the Change in Control.

The severance payments in subsection (a) and subsection (b) shall each be made in 30 equal, consecutive monthly installments.

3.5 Welfare Plans and Fringe Benefits .

(b) The Company shall maintain in full force, for the continued benefit of the Executive for 30 months after the Date of Termination, at the same cost to the Executive as is charged to similarly situated active employees, all welfare plans and fringe benefit programs (including health plan, disability insurance, and life insurance, including any applicable spouse and eligible dependent coverage) that the Company is able to provide under the terms of its plans, programs, and applicable policies and that may be provided to the Executive as a former employee on a tax-free basis under the Code and without the Company incurring a tax under Code Section 4980D; provided, however, that the Company may require the Executive to elect coverage pursuant to COBRA as condition to continuing medical plan coverage, if and to the extent the Executive is eligible for COBRA.

(d) To the extent any welfare plan or fringe benefit program cannot be provided for 30 months from the Date of Termination under Sections 3.5(b) and (c) above, the Executive shall be entitled to monthly cash payments that equal the Company’s cost of coverage in the case of welfare plans and in the case of fringe benefit programs that require payment of a premium, and in other cases the value of benefits that would have been provided during such period. At the close of the 30 month period, any assignable insurance policy owned by the Company and relating solely to the Executive shall be assigned to the Executive.

3.6 Retirement Plans .

(a) The Company shall pay the Executive an “Additional Retirement Benefit” equal to the additional benefit the Executive would have been entitled to under the Company’s

Retirement Plans in effect immediately prior to a Change in Control had the Executive accumulated 30 additional months of continuous service (following the Date of Termination) under such Retirement Plans both for purposes of determining eligibility for benefits and for purposes of calculating the Additional Retirement Benefit. If any Retirement Plan requires contributions by participants, the Additional Retirement Benefit shall be reduced to reflect the absence of contributions by the Executive and any matching contribution that would be contingent upon the Executive’s contributions shall be calculated as if the Executive made the maximum contribution allowable under the terms of such Retirement Plan. Where the Executive’s contribution for a given Retirement Plan is calculated by reference to salary and/or bonus, the Additional Retirement Benefit shall be calculated by reference to the Executive’s annual salary in effect on the date of the Executive’s notice of termination and the bonus payout percentage achieved for the year of service preceding the Executive’s notice of termination, without adjustment for any future year increases that may have occurred absent the termination.

(a)

By his death; or

(b)

By the Executive other than for Good Reason; or

(c)

By the Company for Total Disability or for Cause under this Agreement or for “Total Disability” or “Cause” under the terms of the Employment Agreement.

4. No Obligation to Mitigate

5. Timing of Payments

6. Successor; Binding Agreement

7. Miscellaneous

7.4 Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Missouri.

The captions have been placed in this Agreement for ease of reference only. They shall not be used in the interpretation of this Agreement.

7.12 Withholding . The Company may withhold all federal, state, and local income and employment taxes as required under applicable laws and regulations.

IN WITNESS WHEREOF, this Agreement has been signed as of the day and year first above written.

Exhibit 10.7

SEVERANCE BENEFIT AGREEMENT

This Severance Benefit Agreement (the “ Agreement ”) is made as of March 1, 2013 between Leggett & Platt, Incorporated, No. 1 Leggett Road, Carthage, Missouri 64836 (the “ Company ”) and Matthew C. Flanigan (the “ Executive ”), residing at Missouri 64836.

RECITALS

The Executive functions as Executive Vice President and Chief Financial Officer of the Company on the date hereof and is one of the key employees of the Company.

NOW, THEREFORE, in consideration of the premises and for other good and valuable considerations, the receipt of which are hereby acknowledged, the Company and the Executive agree as follows:

1. Change in Control; Employment Agreement

A “ Change in Control ” of the Company shall be deemed to have occurred if:

(a)

(b)

Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 40% or more of the combined voting power of the Company’s then outstanding voting securities; or

(c)

(d)

(e)

The Company liquidates, sells, or otherwise transfers all or substantially all of its assets to a person not controlled by the Company both immediately prior to and immediately after such sale.

This Agreement shall continue for the term provided in Section 7.7 and shall not be affected by any termination of the Employment Agreement.

2. Termination of Employment Following a Change in Control

2.1 General . During the 24 month period immediately following each and every Change in Control (the “ Protected Period ”), the Executive and the Company shall comply with all provisions of this Section 2 regarding termination of the Executive’s employment. This Agreement shall have no application to any termination of the Executive’s employment outside the Protected Period.

Company’s long term disability program as in effect on the date hereof, or any successor program then in effect.

Termination for “Cause” under this Agreement, as distinguished from the Employment Agreement, shall be limited to the following:

(a)

(b)

The Executive’s willful breach of the Company’s Code of Business Conduct (or any successor policy) which causes significant injury to the Company; or

(c)

The Executive’s willful breach of the Company’s Financial Code of Ethics (or any successor policy) which causes significant injury to the Company; or

(d)

(e)

(f)

terminated for Cause unless and until there shall have been delivered to the Executive a notice of termination duly adopted by the affirmative vote of at least a majority of the directors of the Board at a meeting of the Board (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was in violation of Section 2.3(a), (b), (c), (d),(e) or (f) and specifying the particulars thereof in detail.

The actions or omissions which may lead to a termination of employment for Good Reason (herein collectively and severally “ Company Actions ”) are as follows:

(a)

A reduction by the Company in the Executive’s base salary as in effect immediately prior to the Change in Control; or

(b)

(c)

(d)

A material reduction in target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or

(e)

A requirement by the Company that the Executive be based or perform his duties more than 50 miles from the Company’s Corporate Office location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Executive’s business travel obligations immediately prior to the Change in Control or, if the Executive consents in writing to any relocation, the failure by the Company to pay (or

reimburse the Executive for) all reasonable expenses incurred by him relating to a change of his principal residence in connection with such relocation; or

(f)

(g)

A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 6 of this Agreement; or

(h)

2.7 Prior Notice Required of Company Actions . During the Protected Period, the Company shall not terminate the Executive’s employment (except for Total Disability or for

Cause or pursuant to the Employment Agreement) or take any Company Action as defined in Section 2.4 without first giving the Executive at least three months’ prior notice of termination or the planned Company Action, as the case may be.

3. Benefits upon Termination of Employment

(a)

“ A ” equals the number of days the Executive is employed by the Company in the year in which the termination of employment occurs (the “ Termination Year ”);

(b)

“ B ” equals 365; and

(c)

3.4 Monthly Severance Payments . The Company shall pay the Executive:

(a)

aggregate severance payments equal to 2.0 times his annual base salary in effect on the date of written notice of termination, plus

(b)

additional aggregate severance payments equal to 2.0 times the Executive’s target bonus amount (which is expressed as a percentage of his annual base salary and is

currently 80%) under the Key Officers Incentive Plan (or successor plans) in effect at the time of the Change in Control.

The severance payments in subsection (a) and subsection (b) shall each be made in 24 equal, consecutive monthly installments.

3.5 Welfare Plans and Fringe Benefits .

(b) The Company shall maintain in full force, for the continued benefit of the Executive for 24 months after the Date of Termination, at the same cost to the Executive as is charged to similarly situated active employees, all welfare plans and fringe benefit programs (including health plan, disability insurance, and life insurance, including any applicable spouse and eligible dependent coverage) that the Company is able to provide under the terms of its plans, programs, and applicable policies and that may be provided to the Executive as a former employee on a tax-free basis under the Code and without the Company incurring a tax under Code Section 4980D; provided, however, that the Company may require the Executive to elect coverage pursuant to COBRA as condition to continuing medical plan coverage, if and to the extent the Executive is eligible for COBRA.

(d) To the extent any welfare plan or fringe benefit program cannot be provided for 24 months from the Date of Termination under Sections 3.5(b) and (c) above, the Executive shall be entitled to monthly cash payments that equal the Company’s cost of coverage in the case of welfare plans and in the case of fringe benefit programs that require payment of a premium, and in other cases the value of benefits that would have been provided during such period. At the close of the 24 month period, any assignable insurance policy owned by the Company and relating solely to the Executive shall be assigned to the Executive.

3.6 Retirement Plans .

(a) The Company shall pay the Executive an “Additional Retirement Benefit” equal to the additional benefit the Executive would have been entitled to under the Company’s Retirement Plans in effect immediately prior to a Change in Control had the Executive accumulated 24 additional months of continuous service (following the Date of Termination)

under such Retirement Plans both for purposes of determining eligibility for benefits and for purposes of calculating the Additional Retirement Benefit. If any Retirement Plan requires contributions by participants, the Additional Retirement Benefit shall be reduced to reflect the absence of contributions by the Executive and any matching contribution that would be contingent upon the Executive’s contributions shall be calculated as if the Executive made the maximum contribution allowable under the terms of such Retirement Plan. Where the Executive’s contribution for a given Retirement Plan is calculated by reference to salary and/or bonus, the Additional Retirement Benefit shall be calculated by reference to the Executive’s annual salary in effect on the date of the Executive’s notice of termination and the bonus payout percentage achieved for the year of service preceding the Executive’s notice of termination, without adjustment for any future year increases that may have occurred absent the termination.

(a)

By his death; or

(b)

By the Executive other than for Good Reason; or

(c)

By the Company for Total Disability or for Cause under this Agreement or for “Total Disability” or “Cause” under the terms of the Employment Agreement.

otherwise required to satisfy Code Section 409A, (a) the amount of severance payable to the Executive under Section 3.4 of this Agreement shall be subject to reduction first, followed by payments under Section 3.5 of this Agreement, followed by cash payments under Section 3.6 of this Agreement, followed by any other cash payments that are not attributable to accelerated vesting or payment of Company stock, stock units or stock options, followed by payments under this Agreement that are not subject to Section 409A, followed by payments that are attributable to accelerated vesting or payment of Company stock, stock units or stock options, and (b) subject to the order of reductions specified in Subsection (a), the payments that would otherwise be made latest in time shall be reduced first and payments that would be otherwise be made at the same time shall be reduced pro rata.

4. No Obligation to Mitigate

5. Timing of Payments

6. Successor; Binding Agreement

7. Miscellaneous

7.4 Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Missouri.

The captions have been placed in this Agreement for ease of reference only. They shall not be used in the interpretation of this Agreement.

7.12 Withholding . The Company may withhold all federal, state, and local income and employment taxes as required under applicable laws and regulations.

IN WITNESS WHEREOF, this Agreement has been signed as of the day and year first above written.

Exhibit 10.8

FORM OF PROFITABLE GROWTH INCENTIVE AWARD AGREEMENT AND TERMS AND CONDITIONS

PROFITABLE GROWTH INCENTIVE FOR 201 – 201

AWARD AGREEMENT

[2-Year Performance Period]

[Name],

Congratulations! On , 201 , Leggett & Platt, Incorporated (the “ Company ”) granted you a Profitable Growth Incentive Award (the “ Award ”) under the Company’s Flexible Stock Plan (the “ Stock Plan ”). The Award is granted subject to the enclosed Terms and Conditions – Profitable Growth Incentive (201 – 201 ) (the “ Terms and Conditions ”).

You have been granted a base Award of [ XXXX ] growth performance stock units (“ GPSUs ”). The number of GPSUs for your base Award was determined by multiplying your current annual base salary by your Award multiple (set by Senior Management and approved by the Compensation Committee), and dividing this amount by the average closing share price of the Company’s stock for the 10 business days following the 201 [prior year] fourth quarter earnings release.

A percentage of your base Award will vest on December 31, 201_ [end of 2-year period] and will be paid out in a combination of cash and shares of the Company’s common stock, as described in the Terms and Conditions, by March 15, 201_ [subsequent year]. Fifty percent of your vested Award will be paid out in cash, and the Company intends to pay out the remaining 50% in shares of the Company’s common stock.

As described in the Terms and Conditions, the payout you ultimately receive from this Award depends on [the Company’s] [the XXX Segment’s] EBITDA Margin and Revenue Growth during the 201 – 201 Performance Period.

A percentage of your base Award will vest (ranging from 0% to 250%), according to the schedule below:


EBITDA Margin	Award Payout Percentage
X+7%		0	%	250	%	250	%	250	%	250	%	250	%	250	%	250	%	250	%
X+6%		0	%	213	%	250	%	250	%	250	%	250	%	250	%	250	%	250	%
X+5%		0	%	175	%	213	%	250	%	250	%	250	%	250	%	250	%	250	%
X+4%		0	%	138	%	175	%	213	%	250	%	250	%	250	%	250	%	250	%
X+3%		0	%	100	%	138	%	175	%	213	%	250	%	250	%	250	%	250	%
X+2%		0	%	75	%	100	%	138	%	175	%	213	%	250	%	250	%	250	%
X+1%		0	%	50	%	75	%	100	%	138	%	175	%	213	%	250	%	250	%
X%		0	%	25	%	50	%	75	%	100	%	138	%	175	%	213	%	250	%
<X%		0	%	0	%	0	%	0	%	0	%	0	%	0	%	0	%	0	%
		<Y	%	Y	%	Y+1	%	Y+2	%	Y+3	%	Y+4	%	Y+5	%	Y+6	%	Y+7	%
		Revenue Growth

By signing below, you confirm that you understand and agree that this Award is granted subject to the Terms and Conditions and the Stock Plan, and that the Terms and Conditions are included in this Agreement by reference. A summary of the Flexible Stock Plan and the Company’s most recent Annual Report to Shareholders are available upon request to the Corporate Human Resources Department.

Accepted and Agreed:


				Date:

This award letter and the enclosed materials are part of a prospectus covering securities that have been registered

under the Securities Act of 1933. Neither the Securities & Exchange Commission nor any state securities commission has

approved or disapproved these securities or determined if this prospectus is truthful or complete.

PROFITABLE GROWTH INCENTIVE

TERMS AND CONDITIONS

201 – 201

[2-year Performance Period]

1. Performance Period . Your payout under this Profitable Growth Incentive Award (the “ Award ”) will depend on ( i ) the base award of growth performance stock units (“ GPSUs ”) shown on your Award Agreement and ( ii ) the Company’s or applicable profit centers’ performance during the two-year period beginning January 1, 201 and ending December 31, 201 (the “ Performance Period ”).

2. Payout Percentage . Your Award Agreement sets forth your Revenue Growth and EBITDA Margin targets for the Company or applicable profit centers during the Performance Period. Based upon this performance matrix, you can earn up to 250% of your base Award (the “ Payout Percentage ”). No payout will be earned if either or both of the Revenue Growth or the EBITDA Margin thresholds are not met. Payouts will be interpolated for achievement falling between the target levels shown in the Award Agreement.

A. EBITDA Margin for the Company or applicable profit centers is their cumulative Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) over the Performance Period divided by the total Revenue over the Performance Period.

B. Revenue Growth for the Company or applicable profit centers will be the compound annual growth rate (“ CAGR ”) of the Total Incremental Revenue compared to the Base Year Revenue. “ Base Year Revenue ” is the total Revenue of the Company or applicable profit centers in the fiscal year immediately preceding the Performance Period. “ Total Incremental Revenue ” is the cumulative Revenue of the Company or applicable profit centers during the Performance Period, minus two times the Base Year Revenue.

For example, assume a profit center has Base Year Revenue of $500 million and a targeted Revenue Growth of 4%. At the targeted 4% CAGR, the $500 million in Base Year Revenue would grow to $520 million in the first year, and the $520 million would grow to $541 million in the second year. Therefore, to achieve the 4% Revenue Growth Target, the profit center must produce Total Incremental Revenue of $61 million [$520 + $541 – (2 X $500)].

C. Weighted GDP Collar . In determining the Revenue Growth for the Company or applicable profit centers during the Performance Period, the percentage of Revenue Growth will be adjusted by the difference (positive or negative) between the Forecast GDP Growth minus the Actual GDP Growth, but such adjustment will be made only if the difference is greater than ±1.0%. The “ Forecast GDP Growth ” is . %, representing the weighted average GDP growth forecast for 201 -201 [2-year performance period] calculated from data published in the International Monetary Fund’s January 201 World Economic Outlook Update for the United States ( % weighting), Euro Area ( %), China ( %), Canada ( %) and Mexico ( %). “ Actual GDP Growth ” is the weighted average GDP growth for 201 -201 [2-year performance period] calculated from data published in the International Monetary Fund’s January 201 [subsequent year] World Economic Outlook Update (or, in the event such publication is unavailable, a reasonable substitute report) for the same geographies and using the same weighting.

D. Adjustments . The calculations for Revenue Growth and EBITDA Margin will include results from businesses acquired during the Performance Period. Revenue Growth and EBITDA Margin will exclude results for any businesses divested during the Performance Period, and the divested businesses’ Revenue will also be deducted from Base Year Revenue. EBITDA results will be adjusted to eliminate gain or loss from non-cash impairments. EBITDA Margin will be adjusted for all items of gain, loss or expense that are (i) extraordinary, (ii) unusual in nature, (iii) infrequent in occurrence, (iv) related to the disposal of a segment of a business, or (v) related to a change in accounting principle, as determined in accordance with standards

established under Generally Accepted Accounting Principles.

3. Vesting of Award and Form of Payout . With the exception of early vesting for circumstances described in Sections 4 and 5, this Award will vest on December 31, 201 (the “ Vesting Date ”), as described in Section 1. Fifty percent (50%) of your vested Award will be paid out in cash, and the Company intends to pay out the remaining fifty percent (50%) in shares of the Company’s common stock, although the Company reserves the right to pay up to one hundred percent (100%) of the vested Award in cash. The portion of the Award that is paid in cash is referred to as the “ Cash Portion ,” and the portion of the Award that is paid in shares of the Company’s common stock is referred to as the “ Stock Portion .” Your vested Award will be paid out as soon as reasonably practicable following the end of the Performance Period but in no event later than March 15, 201 (the “ Payout Date ”). On the Payout Date, the Company will issue to you (i) one share of the Company’s common stock for each vested GPSU comprising the Stock Portion of your Award, subject to reduction for tax withholding, and (ii) a check with a gross value equal to the closing market price of the Company’s common stock on the last business day of the Performance Period (or the date of the Change in Control if Section 5 applies) times the number of vested GPSUs comprising the Cash Portion of your Award, subject to reduction for tax withholding. As described in Section 8, the Company will withhold from both the Stock and Cash Portions of your payout any amount required to satisfy applicable tax withholding requirements.

4.	Termination of Employment .

Except as provided in Section 4(b) and Section 5, if your employment is terminated for any reason before the Vesting Date, your right to this Award will terminate immediately upon such termination of employment. Termination of employment and similar terms when used in this Award refer to a termination of employment that constitutes a separation from service within the meaning of Section 409A of the Internal Revenue Code.

If your termination of employment during the Performance Period is due to Retirement (as defined below), death, or Disability (as defined below), you will receive a number of shares following the end of the Performance Period which are prorated for the number of days during the Performance Period prior to your termination.

“ Retirement ” means you voluntarily quit ( i ) on or after age 65, or ( ii ) on or after age 55 if you have at least 20 years of service with the Company or any company or division acquired by the Company.

“ Disability ” means the inability to substantially perform your duties and responsibilities by reason of any accident or illness that can be expected to result in death or to last for a continuous period of not less than one year; provided, however, the Award shall continue to vest for 18 months after Disability begins.

The employment relationship will be treated as continuing intact while you are on military, sick leave or other bona fide leave of absence if ( i ) the Company does not terminate the employment relationship or ( ii ) your right to re-employment is guaranteed by statute or by contract.

5. Change in Control . If, during the Performance Period, a Change in Control of the Company (as defined in the Plan) occurs and your employment is terminated either (i) by the Company (for reasons other than Disability or Cause) or (ii) by you for Good Reason, then the Company (or its successor) will issue to you 250% of your Base Award, within thirty (30) days following your termination of

employment (subject to delay until the first day of the first month that is more than six months following your separation from service to the extent required in Section 16.7 of the Plan, if you are a specified employee within the meaning of Section 409A of the Internal Revenue Code).

Termination by Company for Cause . Termination for “ Cause ” under this Agreement shall be limited to the following:

Your conviction of any crime involving money or other property of the Company or any of its affiliates (including entering any plea bargain admitting criminal guilt), or a conviction of any other crime (whether or not involving the Company or any of its affiliates) that constitutes a felony in the jurisdiction involved; or

ii.

Your willful act or omission involving fraud, misappropriation, or dishonesty that (i) causes material injury to the Company or (ii) results in a material personal enrichment to you at the expense of the Company; or

iii.

Your continued, repeated, willful failure to substantially perform your duties; provided, however, that no discharge shall be deemed for Cause under this subsection (a) unless you first receive written notice from the Company advising you of specific acts or omissions alleged to constitute a failure to perform your duties, and such failure continues after you have had a reasonable opportunity to correct the acts or omissions so complained of.

A termination shall not be deemed for Cause if, for example, the termination results from the Company’s determination that your position is redundant or unnecessary or that your performance is unsatisfactory.

Termination by Executive for Good Reason . You may terminate your employment for “ Good Reason ” following a Change in Control by giving notice of termination to the Company during the Performance Period following (i) any action or omission by the Company described in this Section or (ii) receipt of notice from the Company of the Company’s intention to take any such action or engage in any such omission.

The actions or omissions which may lead to a termination of employment for Good Reason are as follows:

A reduction by the Company in your base salary as in effect immediately prior to the Change in Control; or

ii.

A change in your reporting responsibilities, titles or offices as in effect immediately prior to a Change in Control that results in a material diminution within the Company of title, status, authority or responsibility; or

iii.

A material reduction in your target annual incentive opportunity as in effect immediately prior to the Change in Control, expressed as a percentage of base salary; or

iv.

A requirement by the Company that you be based or perform your duties anywhere other than at the location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially

consistent with your business travel obligations immediately prior to the Change in Control; or

A material reduction in annual target value of your long-term incentive awards as in effect immediately prior to the Change in Control (with the value determined in accordance with generally accepted accounting standards); or

vi.

A failure by the Company to obtain the assumption agreement to perform this Agreement by any successor as contemplated by Section 13 of this Agreement; or

vii.

Any purported termination of your employment for Disability or for Cause that is not carried out pursuant to a notice of termination which satisfies the requirements of Section 5(c); and for purposes of this Agreement, no such purported termination shall be effective.

Notice of Termination . Any purported termination by the Company of your employment shall be communicated by notice of termination to the other party. A notice of termination shall set forth, in reasonable detail, the facts and circumstances claimed to provide a basis for termination of employment under the Section so indicated.

Date of Termination . The date your employment is terminated under this Section 5 is the “ Date of Termination .” In cases of Disability, the Date of Termination shall be 30 days after notice of termination is given (provided that you shall not have returned to the performance of your duties on a full-time basis during such 30-day period). If your employment is terminated for Cause, the Date of Termination shall be the date specified in the notice of termination. If your employment is terminated for Good Reason, the Date of Termination shall be the date set out in the notice of termination.

Any dispute by a party hereto regarding a notice of termination delivered to such party must be conveyed to the other party within 30 days after the notice of termination is given. If the particulars of the dispute are not conveyed within the 30-day period, then the disputing party’s claims regarding the termination shall be forever deemed waived.

6. Transferability . The Award may not be transferred, assigned, pledged or otherwise encumbered until the underlying shares have been issued or settled in cash.

7. No Rights as Shareholder . You will not have the rights of a shareholder with respect to the Stock Portion of the Award until the shares have been issued. You will not have the right to vote the shares or receive any dividends that may be paid on the shares prior to issuance.

8. Withholding . You will recognize taxable income equal to the fair market value of the shares underlying the Stock Portion of the Award on the Payout Date plus the dollar value of the Cash Portion of the Award. This amount is subject to ordinary income tax and payroll tax. The Company will withhold (at the Company’s required withholding rate) any amount required to satisfy applicable tax laws (i) in cash from the Cash Portion of the payout and (ii) in shares from the Stock Portion of the payout. The Company, at its discretion, may allow you to pay the taxes due on the Stock Portion of the payout in cash instead of shares if you make suitable arrangements with the Company prior to the Payout Date.

The income and tax withholding generated by your payout will be reported on your W-2. If your

personal income tax rate is higher than the Company’s minimum required withholding rate, you will owe additional tax on the issuance. After payment of the ordinary income tax, the shares you receive for the Stock Portion of your payout will have a tax basis equal to the closing price of L&P stock on the Payout Date.

9. Noncompetition . For two years after the Payout Date of this Award, you will not directly or indirectly ( i ) engage in any Competitive Activity, ( ii ) solicit orders from or seek or propose to do business with any customer of the Company or its subsidiaries or affiliates (collectively, the “ Companies ”) relating to any Competitive Activity, or ( iii ) influence or attempt to influence any employee, representative or advisor of the Companies to terminate his or her employment or relationship with the Companies. “ Competitive Activity ” means any manufacture, sale, distribution, engineering, design, promotion or other activity that competes with any business of the Companies in which you were involved as an employee, consultant or agent.

If you violate the preceding paragraph, then you will pay to the Company any Award Gain you realized from this Award. “ Award Gain ” for the Cash Portion of your Award is equal to ( i ) the cash paid to you on the Payout Date of this Award (including the tax withholding), minus ( ii ) any non-refundable taxes paid by you as a result of the distribution. “ Award Gain ” for the Stock Portion of your Award is equal to ( i ) the number of shares distributed to you on the Payout Date of this Award times the fair market value of L&P stock on the Payout Date (including the tax withholding), minus ( ii ) any non-refundable taxes paid by you as a result of the distribution.

If any restriction in this Section is deemed unenforceable, then the appropriate court will reduce the scope or other provisions and enforce the restrictions set out in this section in their reduced form. The covenants in this Section are in addition to any similar covenants under any other agreement between the Company and you.

10. Repayment of Awards . If, within 24 months after an Award is paid, the Company is required to restate previously reported financial results, the Committee will require all Award recipients to repay any amounts paid in excess of the amounts that would have been paid based on the restated financial results. The Committee will issue a written Notice of Repayment documenting the corrected Award calculation and the amount and terms of repayment.

In addition, the Committee may require repayment of the entire Award from any Award recipients determined, in its discretion, to be personally responsible for gross misconduct or fraud that caused the need for the restatement.

The Award recipient must repay the amount specified in the Notice of Repayment. The Committee may, in its discretion, reduce a current year Award payout as necessary to recoup any amounts outstanding under a previously issued Notice of Repayment.

11. Award Not Benefit Eligible . This Award will be considered special incentive compensation and will not be included as earnings, wages, salary or compensation in any pension, retirement, welfare, life insurance or other employee benefit plan or arrangement of the Company.

12. Plan Controls; Committee . This Award is subject to all terms, provisions and definitions of the Flexible Stock Plan (the “ Plan ”), which is incorporated by reference. In the event of any conflict, the Plan will control over this Award. Upon request, a copy of the Plan will be furnished to you. The Plan is administered by a committee of non-employee directors or their designees (the “ Committee ”). The Committee’s decisions and interpretations with regard to this Award will be binding and conclusive.

13. Assignment . The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Award Agreement. As used in the Award Agreement, “ Company ” means (i) Leggett & Platt, Incorporated, its subsidiaries and affiliates , and (ii) any successor to its business and/or assets which executes and delivers the agreement provided for in this Section or which otherwise becomes bound by all the terms and provisions of this Award Agreement by operation of law.

14. Other . In the absence of any specific agreement to the contrary, the grant of this Award to you will not affect any right of the Company or its subsidiaries to terminate your employment or your right to resign from employment.

This Award is intended to comply with the requirements of Section 162(m) of the Internal Revenue Code for performance-based compensation.

The Award is also intended to comply with Section 409A of the Internal Revenue Code and shall be construed consistent with that intent.

This Award is entered into and accepted in Carthage, Missouri. The Award will be governed by Missouri law, excluding any conflicts or choice of law provision that might otherwise refer construction or interpretation of the Award to the substantive law of another jurisdiction.

Any action or proceeding arising from or related to this Award is subject to the exclusive venue and subject matter jurisdiction of the Circuit Court for Jasper County, Missouri or the United States District Court for the Western District of Missouri, and the parties agree to submit to the jurisdiction of such Courts. The parties also waive the defense of an inconvenient forum and agree not to seek any change of venue from such Courts.

Exhibit 10.9

AWARD FORMULA FOR 2013-2014

LEGGETT & PLATT, INCORPORATED

PROFITABLE GROWTH INCENTIVE PROGRAM

On February 28, 2013, the Compensation Committee of the Company adopted the award formula and performance targets under the Profitable Growth Incentive (PGI) Program for the 2013-2014 Performance Period. Growth performance stock units (GPSUs) are granted to certain key management employees under the PGI Program including our named executive officers: David S. Haffner, CEO; Karl G. Glassman, President & COO; Matthew C. Flanigan, Executive Vice President & CFO; and Joseph D. Downes, Jr., SVP & President – Industrial Materials Segment.

The GPSUs were granted pursuant to the Company’s Flexible Stock Plan, amended and restated, effective as of May 10, 2012, filed March 30, 2012 as Appendix A to the Company’s Definitive Proxy Statement for the Annual Meeting of Shareholders. The Committee granted the 2013-2014 GPSUs in accordance with the Form of Profitable Growth Incentive Award Agreement and Terms and Conditions, which is filed as Exhibit 10.8 to the Company’s Form 8-K on March 6, 2013.

Each of the above executives, as well as other key management employees, were granted a number of GPSUs determined by multiplying the executive’s current base annual salary by an award multiple (approved by the Compensation Committee), and dividing this amount by the average closing price of the Company’s common stock for the ten business days immediately following the date of the Company’s fourth quarter earnings press release. The number of GPSU’s that will ultimately vest will depend upon the Revenue Growth and EBITDA Margin of the Company (for Haffner, Glassman and Flanigan) and of the Industrial Materials Segment (for Downes) at the end of a 2-year Performance Period beginning January 1, 2013 and ending December 31, 2014. The percentage of vested GPSUs will range from 0% to 250% of the number granted according to the below payout schedules. The payout will be interpolated for achievement levels falling between those set out in the schedules.


EBITDA Margin	2013-2014 Award Payout Percentage-Company (Haffner, Glassman and Flanigan)
17.6%		0	%	250	%	250	%	250	%	250	%	250	%	250	%	250	%	250	%
16.6%		0	%	213	%	250	%	250	%	250	%	250	%	250	%	250	%	250	%
15.6%		0	%	175	%	213	%	250	%	250	%	250	%	250	%	250	%	250	%
14.6%		0	%	138	%	175	%	213	%	250	%	250	%	250	%	250	%	250	%
13.6%		0	%	100	%	138	%	175	%	213	%	250	%	250	%	250	%	250	%
12.6%		0	%	75	%	100	%	138	%	175	%	213	%	250	%	250	%	250	%
11.6%		0	%	50	%	75	%	100	%	138	%	175	%	213	%	250	%	250	%
10.6%		0	%	25	%	50	%	75	%	100	%	138	%	175	%	213	%	250	%
<10.6%		0	%	0	%	0	%	0	%	0	%	0	%	0	%	0	%	0	%
		<2.6	%	2.6	%	3.6	%	4.6	%	5.6	%	6.6	%	7.6	%	8.6	%	9.6	%
		Revenue Growth


EBITDA Margin	2013-2014 Award Payout Percentage-Industrial Materials Segment (Downes)
17.4%		0	%	250	%	250	%	250	%	250	%	250	%	250	%	250	%	250	%
16.4%		0	%	213	%	250	%	250	%	250	%	250	%	250	%	250	%	250	%
15.4%		0	%	175	%	213	%	250	%	250	%	250	%	250	%	250	%	250	%
14.4%		0	%	138	%	175	%	213	%	250	%	250	%	250	%	250	%	250	%
13.4%		0	%	100	%	138	%	175	%	213	%	250	%	250	%	250	%	250	%
12.4%		0	%	75	%	100	%	138	%	175	%	213	%	250	%	250	%	250	%
11.4%		0	%	50	%	75	%	100	%	138	%	175	%	213	%	250	%	250	%
10.4%		0	%	25	%	50	%	75	%	100	%	138	%	175	%	213	%	250	%
<10.4%		0	%	0	%	0	%	0	%	0	%	0	%	0	%	0	%	0	%
		<1.5	%	1.5	%	2.5	%	3.5	%	4.5	%	5.5	%	6.5	%	7.5	%	8.5	%
		Revenue Growth

“EBITDA Margin” for the Company or applicable profit center equals the cumulative Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA) over the 2-year Performance Period divided by the total Revenue over the Performance Period.

“Revenue Growth” for the Company or applicable profit center will be the compound annual growth rate (“ CAGR ”) of the Total Incremental Revenue compared to the Base Year Revenue. “ Base Year Revenue ” is the total Revenue of the Company or applicable profit center in the fiscal year immediately preceding the Performance Period. “ Total Incremental Revenue ” is the cumulative Revenue of the Company or applicable profit center during the Performance Period, minus two times the Base Year Revenue.

In determining the Revenue Growth for the Company or applicable profit center during the Performance Period, the percentage of Revenue Growth will be adjusted by the difference (positive or negative) between the Forecast GDP Growth minus the Actual GDP Growth, but such adjustment will be made only if the difference is greater than ±1.0%. The “ Forecast GDP Growth ” is 2.8%, representing the weighted average GDP growth forecast for 2013-2014 calculated from data published in the International Monetary Fund’s January 2013 World Economic Outlook Update for the United States (74% weighting), Euro Area (9%), China (9%), Canada (6%) and Mexico (2%). “ Actual GDP Growth ” is the weighted average GDP growth for 2013-2014 calculated from data published in the International Monetary Fund’s January 2015 World Economic Outlook Update (or, in the event such publication is unavailable, a reasonable substitute report) for the same geographies and using the same weighting.

The calculations for Revenue Growth and EBITDA Margin will include results from businesses acquired during the Performance Period. Revenue Growth and EBITDA Margin will exclude results for any businesses divested during the Performance Period, and the divested businesses’ Revenue will also be deducted from Base Year Revenue. EBITDA results will be adjusted to eliminate gain or loss from non-cash impairments. EBITDA Margin will be adjusted for all items of gain, loss or expense that are (i) extraordinary, (ii) unusual in nature, (iii) infrequent in occurrence, (iv) related to the disposal of a segment of a business, or (v) related to a change in accounting principle, as determined in accordance with standards established under Generally Accepted Accounting Principles.

Capitalized terms, not otherwise defined herein, have the meanings given to them in the Form of Profitable Growth Incentive Award Agreement and Terms and Conditions.