STOCK AWARD AGREEMENT
Leggett & Platt, Incorporated (the "Company") and Harry M. Cornell, Jr.
(the "Participant") agree as of December 20, 1993 as follows:
1. 1989 FLEXIBLE STOCK PLAN. The Basic Stock Award and the
Additional Stock Award provided for below (individually "Stock Award" or
"Award" and collectively "Stock Awards" or "Awards") constitute "Other Stock
Based Awards" under the Company's 1989 Flexible Stock Plan (the "Plan") and
are granted to Participant under Article XVIII of the Plan.
All Stock Awards provided for in this Agreement have been granted
in the sole discretion of the Committee which administers the Plan. No
consideration whatsoever has been required of Participant as a condition to
receiving or enjoying Awards.
This Agreement and all shares of Common Stock of the Company
("Shares") granted to or acquired by Participant under or pursuant to this
Agreement is subject to the Plan. A copy of the Plan is available to
Participant upon request.
Capitalized terms used in this Agreement, if not defined herein,
shall have the meanings given to such terms by the Plan.
2. BASIC STOCK AWARD. The Participant is granted bi-weekly awards
of Common Stock of the Company, such awards to be made beginning January 7,
1994 and ending December 23, 1994.
On or before March 31, 1994 (and as early as December 20, 1993),
the Committee will grant a one-time Basic Stock Award to Participant providing
Participant remains a full-time executive of an Employer on that date.
Each bi-weekly Basic Stock Award and the one-time Basic Stock
Award will be in whole (not fractional) Shares having a fair market value on
the date the Award is made that is as close as possible to 7.34% of each
installment of Participant's biweekly pay in the case of the biweekly Basic
Stock Award and 7.16% of Participants incentive pay in the case of his
one-time Basic Stock Award. The parties to this Agreement agree that the
immediately preceding percentages may be adjusted upward or downward as
necessary by the Company to reflect any changes in federal, state or local tax
rates.
The awards made under this Section are individually and
collectively called the "Basic Stock Award."
3. ADDITIONAL STOCK AWARD. On or before March 1, 1995 the
Committee will grant a one-time "Additional Stock Award" to Participant if (i)
Participant remains a full-time executive of an Employer as of December 31, 1994
or has terminated his employment before December 31, 1994 because of permanent
and total disability, retirement or death and (ii) the Company has met the 1994
earnings objectives as determined by the Committee for the awarding of an
Additional Stock Award. The Additional Stock Award will be in whole (not
fractional) Shares having a fair market value on the date the Award is made that
is as close as possible to the product of "X" and "Y" where:
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(a) "X" equals .787; and
(b) "Y" equals the aggregate fair market value of all Basic
Stock Awards received by Participant during calendar year 1994 plus any Basic
Awards on compensation or incentive bonuses accelerated from 1994 into 1993.
The fair market value of each Basic Stock Award shall be determined as of the
date such Award is made.
4. DIVIDENDS ON COMPANY SHARES; PARTICIPANT'S INVESTMENTS
_________ Participant elects to have income taxes withheld from all
cash dividends on Company Shares.
X Participant elects not to have income taxes withheld
_________ from all cash dividends on Company Shares.
(Check one of two above.)
Participant authorizes the Company to be paid and to receive all
cash dividends on Company Shares.
The Company shall invest all cash dividends from Company Shares
(plus any interest thereon) in such debt or equity issues, mutual funds,
annuity contracts and/or other investments as shall be agreeable to
Participant and the Committee. Such investments together with all proceeds
thereof and increments thereto are collectively called "Participant's
Investments." In no event will Participant's Investments include the
Company's Common Stock or the Company's preferred stock or any debt
instruments convertible into such Common Stock or preferred stock.
Participant in his sole and absolute discretion and without being
under any obligation to do so, may transmit cash to the Company (bi-weekly by
payroll deduction or in lump sum amounts). Any such cash transmitted during
the period of this Agreement shall not be less than 1% nor more than 10% of
Participant's gross cash compensation for the calendar year 1993. All cash
transmitted will be invested by the Company in the same manner as cash
dividends from Company Shares and thereupon shall constitute and remain a
portion of Participant's Investments.
The substantive provisions of Sections 5.1, 5.2, 5.3, 6 and 10 of
this Agreement dealing with Common Stock and certificates therefore shall
apply with like force to Participant's Investments and certificates or other
evidences of Participant's Investments.
5. OTHER CONDITIONS OF STOCK AWARD. The grant of each Stock Award
shall be subject to the following additional terms and conditions:
5.1 NAMES ON CERTIFICATES FOR COMMON STOCK. Certificates for all
Common Stock shall normally be issued in the name of the Participant only.
However, if the Participant so request, certificates will be issued (i) in the
name of the Participant and the Participant's spouse as tenants by the
entirety, or (ii) in the name of the Participant and any other person
designated by the Participant
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as joint tenants with right of survivorship. Any such issuance will be in
accordance with such guidelines as the Committee may promulgate.
With the Committee's consent, which may be given or withheld in
the Committee's sole and absolute discretion, certificates for Common Stock
may be issued in the name of a person other than the Participant. Any such
issuance shall be on such terms and conditions as the Committee may deem
appropriate.
Irrespective of the names (other than the Participant's) appearing
on any certificates for Common Stock, such certificates shall remain subject
to all of the terms and conditions of this Agreement.
5.2 STOCK NOT TRANSFERABLE. Common Stock may not be transferred,
pledged or otherwise disposed of by the Participant or any other holder
thereof until it is no longer subject to repurchase pursuant to Section 13 and
until the earlier of (i) the Participant's death, total and permanent
disability, retirement, or other termination of employment or (ii) such time
as the Committee shall determine.
In addition Participant may not sell or otherwise dispose of any
shares of Common Stock awarded under this Agreement unless the shares have
been held for at least six months after the date of the Award.
5.3 POSSESSION OF STOCK CERTIFICATES; LEGENDS. Until Common Stock
is no longer nontransferable, certificates for such Common Stock may be held
by the Company or such other person or entity as the Committee shall select
and may be marked with such legend as the Committee shall determine.
5.4 SUBSTITUTION OF CERTIFICATES. A Participant shall be permitted
from time to time to substitute certificates for Common Stock already owned by
the Participant and not subject to this Agreement for a like number of Common
Stock certificates which have been held for at least six months from the date
that they were awarded. Participant shall also be permitted from time to time
to substitute property already owned by the Participant and not subject to this
Agreement for Participant's Investments having similar fair market value. Any
and all such substitutions shall be in accordance with such guidelines as the
Committee may promulgate.
6. TRUST OR CUSTODIAL ACCOUNT. The Committee shall have the right
at any time to establish a trust, custodial account or other arrangement to
hold certificates for Common Stock which is nontransferable upon such terms as
it deems appropriate and which are not in conflict with the Plan or this
Agreement.
7. ADJUSTMENT. In the event of any change in the Common Stock of
the Company described in Section 3.3 of the Plan, the Committee shall have the
right to make such amendments to this Agreement as it shall deem necessary to
carry out the purposes of this Agreement.
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8. AUTHORITY AND FURTHER STEPS. In addition to this Agreement, the
Participant shall execute such additional documents and take all steps as the
Committee shall request to effectuate the provisions of this Agreement.
9. TERMINATION OF EMPLOYMENT. If Participant's employment
terminates for any reason, no further installment of any Basic Stock Award
which is payable in installments shall be made. If the Participant's
employment terminates for any reason prior to December 31 of any year, any
Additional Stock Award for that year which has not been paid will be forfeited
unless (a) such termination (i) was because of permanent and total disability
or death or (ii) occurred on or after the Participant attained 60 years of age
or attained 55 years of age and had been employed by an Employer for at least
5 continuous years or (b) the Committee provides otherwise.
10. ASSIGNMENT. Unless allowed by the Committee, no Award shall be
assignable by the Participant. Subject to the foregoing, this Agreement shall
be binding upon and inure to the benefit of the Company, the Participant and
their respective successors, assigns, heirs, and personal representatives.
11. FUTURE GRANTS. Nothing contained in this Agreement or other
document shall require the grant to participant of additional Awards or any
other Benefit under the Plan or prohibit any other Benefit which is granted
from being a different Benefit or from being granted on different and/or
additional terms and conditions than those in this Agreement.
12. NO EMPLOYMENT CONTRACT. This Agreement shall not confer upon
the Participant any right of continued employment nor shall it interfere in
any way with the right of the Employer to terminate the Participant's
employment at any time (subject to any employment contract that might exist
between Participant and the Employer).
13. OPTION TO REPURCHASE. The Company shall have an option to buy
all of a Participant's Common Stock obtained directly through a Stock Award.
The option price shall be $1, and the option must be exercised by the
Committee within 60 days following the Participant's termination of
employment. The above option applies only to a Participant (a) who is under
age 60 when his employment terminates, (b) who has been employed by an
Employer for less than 5 continuous years when his employment terminates AND
(c) whose employment is terminated for a reason other than permanent and total
disability or death. For purposes of determining a Participant's length of
employment, employment with an Employer prior to the time that it became an
Employer shall be disregarded. Without, in any way, limiting the provisions
of Section 8, in order to facilitate the Company's exercise of the foregoing
option, the Participant shall, as a condition to receiving an Award, execute
such stock and other assignments and other documents of transfer as the
Committee shall request at any time. Notwithstanding the foregoing, the
decision as to whether to exercise the option granted by this Section 13 shall
be made solely by the Committee.
LEGGETT & PLATT, INCORPORATED
/s/ Harry M. Cornell By: /s/ Robert A. Jefferies
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Participant Senior Vice President
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