LEGGETT Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

LEGGETT Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

A. Adoption of 2017 Award Formula under the Companys
2014 Key Officers Incentive Plan

On March22, 2017, the Compensation Committee (the
Committee) adopted the 2017 Award Formula (the 2017
KOIP Award Formula
) under the Companys 2014 Key Officers
Incentive Plan (the KOIP). The 2017 KOIP Award Formula
is applicable to the Companys executive officers, including the
named executive officers listed below. Under the 2017 KOIP Award
Formula, an executive officer is eligible to receive a cash award
calculated by multiplying his annual base salary at the end of
the year by a percentage set by the Committee (the Target
Percentage
), then applying the award formula. Corporate
Participants and Profit Center Participants have separate award
calculations based on factors defined in the 2017 KOIP Award
Formula as follows:

Participant Type

Performance Objectives

Relative Weight

Corporate Participants

Return on Capital Employed (ROCE) %

(GlassmanFlanigan)

Cash Flow %

Individual Performance Goals

%

Profit Center Participants

Return on Capital Employed (ROCE) %

(Davis Dolloff)

Free Cash Flow (FCF) %

Individual Performance Goals

%
Individual Performance Goals are established outside the
Plan, as described below.

Corporate Participants. Karl G. Glassman
(Presidentand Chief Executive Officer) and Matthew C. Flanigan
(Executive Vice Presidentand Chief Financial Officer) are
Corporate Participants. Awards
for Corporate Participants are determined by the Companys
aggregate 2017 financial results. No awards are paid for ROCE
achievement below 43% and Cash Flow below $375million. The
maximum payout percentage for ROCE and Cash Flow achievement is
capped at 150%.

Below are the 2017 Corporate
Targets and Payout Schedule. Payouts will be interpolated for
achievement levels falling between those in the schedule.
Financial results from acquisitions are excluded from the
calculations in the year of acquisition. Financial results from
divestitures will be included in the calculations; however, the
Performance Objective targets relating to the divested businesses
will be prorated to reflect only that portion of the year prior
to the divestiture. Financial results from businesses classified
as discontinued operations will be included in the
calculations.

2017 Corporate Targets
and Payout Schedule

ROCE Cash Flow

Achievement

Payout Achievement Payout
43.0 % % $ 375M %
43.0 % % Threshold $ 375M %
46.5 % % $ 412.5M %
50.0 % % Target $ 450M %
53.5 % % $ 487.5M %
57.0 % % Maximum $ 525M %
As previously reported, David S. Haffner served as the
Companys Board Chair and Chief Executive Officer through
December31, 2015. to Mr.Haffners former employment agreement
with the Company, he will continue to receive a cash bonus
payment on a prorated basis through the 2017 Annual
Shareholders Meeting, which is scheduled to be held in May.
Mr.Haffners 2017 cash bonus will be calculated in the same
manner as a Corporate Participant under the 2017 KOIP Award
Formula; however, since Mr.Haffner does not have Individual
Performance Goals, as discussed below, the Committee
determined that his bonus will be based 70% on ROCE and 30%
on Cash Flow.

2

Profit Center
Participants
. Perry E. Davis
(Executive Vice President, President Residential Products
Industrial Products) and J. Mitchell Dolloff (Executive Vice
President, President Specialized Products Furniture Products) are
Profit Center Participants. For Profit Center Participants, no awards
are paid for achievement below 80% of the ROCE and FCF targets
for the applicable profit centers under the executives
management. The ROCE and FCF payouts are each capped at
150%.

Below are the 2017 Profit
Center Payout Schedule and Targets for Mr.Davis and Mr.Dolloff,
including the weighting of each segment. Payouts will be
interpolated for achievement levels falling between those in the
schedule. Financial results for each profit center may include a
critical compliance adjustment, ranging from a potential 5%
increase for exceptional safety performance to a 20% deduction
for critical compliance failures. Financial results from
acquisitions are excluded from the calculations in the year of
acquisition. Financial results from divestitures will be included
in the calculations; however, the Performance Objective targets
relating to the divested businesses will be prorated to reflect
only the portion of the year prior to the divestiture. Financial
results from businesses classified as discontinued operations
will be included in the calculations.

2017 Profit Center Payout Schedule

2017 Profit Center Targets

ROCE/FCF

Achievement

Payout

Segment

ROCE Target FCF Target Relative Weight

80%

%

Residential Products (Davis)

34.2 % $ 143.6M 79.8 %

80%

Threshold %

Industrial Products (Davis)

37.2 % $ 46.0M 20.2 %

90%

%

Specialized Products (Dolloff)

52.5 % $ 98.8M 56.1 %

50%

Target %

Furniture Products (Dolloff)

43.3 % $ 55.7M 43.9 %

110%

%

120%

%

125%

Maximum %

Mr.Davis will have 79.8% of
his Award based on the Performance Objectives for the Residential
Products segment and 20.2% based on the Performance Objectives
for the Industrial Products segment. Mr.Dolloff will have 56.1%
of his Award based on the Performance Objectives for the
Specialized Products segment and 43.9% based on the Performance
Objectives for the Furniture Products segment.

Mr.Dolloff is included in this disclosure because it is
expected that he will be included as a named executive
officer in the Companys definitive proxy statement for its
2017 Annual Shareholders Meeting. As previously reported,
Jack D. Crusa (Senior Vice President Operations) notified the
Company that his retirement date is expected to be
December31, 2017. As determined in January 2017, as part of
Mr.Crusas retirement transition, he will participate in the
Companys Key Management Incentive Compensation Plan, as
discussed below.

Individual
Performance Goals
. The 2017 KOIP
Award Formula recognizes that a portion of each executives cash
award is based, in part, on Individual Performance Goals (IPGs)
established outside the KOIP (20% relative weight). As previously
reported except as noted below, the 2017 goals for our named
executive officers are:

Karl G.
Glassman
: Strategic planning and
succession planning;

Matthew C.
Flanigan
: Strategic planning,
information technology improvements, succession planning and
efficiency initiatives;

Perry E.
Davis
: Growth initiatives and
succession planning;

J. Mitchell
Dolloff
: Strategic planning, succession planning
and efficiency initiatives; and

Jack D.
Crusa
: Mr.Crusa was not assigned IPGs for
2017.

As previously reported, David S. Haffner served as the
Companys Board Chair and Chief Executive Officer through
December31, 2015, when his employment ended. As such, he did
not receive IPGs for 2017.

3

Mr.Dolloff is included in this disclosure because he is
expected to be included as a named executive officer in the
Companys definitive proxy statement for its 2017 Annual
Shareholders Meeting.
As previously reported, Mr.Crusa notified the Company that
his retirement date is expected to be December31, 2017. As
determined in January 2017, as part of Mr.Crusas retirement
transition, he will participate in the Companys Key
Management Incentive Compensation Plan, as discussed below.

Achievement of the IPGs is
measured by the following schedule.

Individual Performance
Goals Payout Schedule

(1-5
scale)

Achievement

Payout

1 Did not achieve goal

%

2 Partially achieved goal

%

3 Substantially achieved goal

%

4 Fully achieved goal

%

5 Significantly exceeded goal

Upto150 %

The foregoing is only a brief
description of the 2017 KOIP Award Formula and is qualified in
its entirety by such formula, which is attached and incorporated
by reference as Exhibit 10.1. The definitions of ROCE, Cash Flow
and FCF and a sample calculation are included in the attached
2017 KOIP Award Formula.

B. Companys Key Management Incentive Compensation Plan
for Jack D. Crusa

Instead of participating in
the Companys KOIP, in 2017, Mr.Crusa will participate in the
Companys Key Management Incentive Compensation Plan (the
KMICP), which is a cash bonus plan for non-executive
officers. As approved on March22, 2017, Mr.Crusa will be eligible
to receive a cash award calculated by multiplying his weighted
average annual base salary for the year by his target percentage
of 60%, then applying the KMICP award formula. The KMICP normally
uses the annual base salary at year-end to calculate the award.
However, as it relates to Mr. Crusa, a weighted average is being
used to account for the scheduled reduction in salary level
throughout 2017. Mr.Crusas award will be determined by the
following performance objectives:

Performance Objectives

Relative Weight

ROCE

%

FCF

%

ROCE and FCF are calculated in
the same manner as in the 2017 KOIP Award Formula for Profit
Center Participants. There may also be a critical compliance
adjustment ranging from a potential 5% increase for exceptional
safety performance to a 20% deduction for critical compliance
failures. Mr.Crusas Performance Targets are as follows:

Segment

ROCE Target FCF Target

Industrial Products

37.2 % $ 46.0M

His award payout will be
determined by the same 2017 Profit Center Payout Schedule
disclosed above. The foregoing is only a brief description of the
2017 KMICP as applied to Mr.Crusa and is qualified in its
entirety by the Summary Description of the Companys Key
Management Incentive Compensation Plan for Jack D. Crusa attached
as Exhibit 10.2 and incorporated herein. The definitions of ROCE
and FCF and a sample calculation are included in the attached
Summary Description of the KMICP.

4

C. Base Salaries and Target Percentages Set for Named
Executive Officers

On March22, 2017, the
Committee set the base salaries and KOIP Target Percentages for
2017 for each of the named executive officers, except as
indicated in the table below. Also attached and incorporated by
reference as Exhibit 10.4 is the Companys Summary Sheet of
Executive Cash Compensation.

Named Executive Officers

2016Base Salary 2017Base Salary 2016KOIP Target
Percentage
2017KOIP Target
Percentage

Karl G. Glassman, Presidentand CEO

$ 1,100,000 $ 1,175,000 % %

Matthew C. Flanigan, EVPand CFO

$ 523,000 $ 550,000 % %

Perry E. Davis, EVP, President Residential Products
Industrial Products

$ 425,000 $ 500,000 % %

J. Mitchell Dolloff, EVP, President Specialized Products
Furniture Products

$ 425,000 $ 500,000 % %

Jack D. Crusa, SVP Operations

$ 380,000 $ 380,000 % N/A

David S. Haffner, Former Board Chair and CEO

$ 1,130,000 $ 1,130,000 % %
As previously reported, Mr.Davis 2016 base salary was
increased from $385,000 to $425,000 on November13, 2016.
Mr.Dolloffs base salaries and target percentages are
disclosed because he is expected to be included as a named
executive officer in the Companys definitive proxy statement
for its 2017 Annual Shareholders Meeting. On November13,
2016, the Committee increased his 2016 base salary from
$335,000 to $425,000 and his Target Percentage from 50% to
60%.
As previously reported, Mr.Crusa notified the Company that
his retirement date is expected to be December31, 2017. As
determined in January 2017, as part of Mr.Crusas retirement
transition, he will receive his annual base salary of
$380,000 until April2, 2017 when such rate will be reduced to
$190,000. His salary rate is expected to be further reduced
to $152,000 on July9, 2017. He will participate in the
Companys Key Management Incentive Compensation Plan, with a
target percentage of 60%, as discussed above.
As previously reported, Mr.Haffner served as the Companys
Board Chair and Chief Executive Officer through December31,
2015. to Mr.Haffners former employment agreement with the
Company, he is entitled to continue to receive his annual
base salary (at the rate of $1,130,000) for all of 2016 and
on a prorated basis through the 2017 Annual Shareholders
Meeting, which is scheduled to be held in May. His Target
Percentage was 115% in 2015, and he will continue to receive
a cash bonus payment with a Target Percentage of 115% for all
of 2016 and on a prorated basis through the 2017 Annual
Shareholders Meeting.
D. Adoption of 2017-2018 Award Formula under Profitable
Growth Incentive Program

On March22, 2017, the
Committee adopted the 2017-2018 Award Formula (the PGI Award
Formula
) under the Profitable Growth Incentive (PGI) Program
and granted growth performance stock units (GPSUs) thereunder to
certain key management employees including our named executive
officers: Karl G. Glassman (President and CEO); Matthew C.
Flanigan (EVP and CFO); Perry E. Davis (EVP, President
Residential Products Industrial Products); and J. Mitchell
Dolloff (EVP, President Specialized Products Furniture Products).
Neither Mr.Crusa nor Mr.Haffner were granted 2017-2018 GPSUs.
Mr.Dolloff is included because he is expected to be included as a
named executive officer in the Companys definitive proxy
statement for its 2017 Annual Shareholders Meeting.

The GPSUs are granted under
our Flexible Stock Plan, amended and restated, effective as of
May5, 2015, which was filed March25, 2015 as Appendix A to our
Proxy Statement for the Annual Shareholders Meeting. The
Committee granted the GPSUs in accordance with the 2017 Form of
Profitable Growth Incentive Award Agreement (the Form of
Award
), which was filed November10, 2016 as Exhibit 10.2 to
the Companys Form 8-K. The PGI Award Formula is attached and
incorporated by reference as Exhibit 10.5.

The executives were granted a
number of GPSUs determined by multiplying the executives current
base salary by an award multiple (approved by the Committee), and
dividing this amount by the average closing price of our common
stock for the 10 business days immediately following the date of
our fourth quarter earnings press release. The number of GPSUs
that will ultimately vest will depend on the Revenue Growth and
EBITDA Margin of the Company (for Glassman and Flanigan), the
Residential Products Industrial Products segments (for Davis),
and the Specialized Products and Furniture Products segments (for
Dolloff) at the end of

5

a 2-year performance period
beginning January1, 2017 and ending December31, 2018 (the
Performance Period). The percentage of vested GPSUs will
range from 0% to 250% of the number granted according to the
payout schedules shown below.

2017-2018 Award Payout
Percentages

EBITDA

Margin

Corporate (Glassman and Flanigan)

20.8%

0% 250% 250% 250% 250% 250% 250% 250% 250%

19.8%

0% 213% 250% 250% 250% 250% 250% 250% 250%

18.8%

0% 175% 213% 250% 250% 250% 250% 250% 250%

17.8%

0% 138% 175% 213% 250% 250% 250% 250% 250%

16.8%

0% 50% 138% 175% 213% 250% 250% 250% 250%

15.8%

0% 75% 50% 138% 175% 213% 250% 250% 250%

14.8%

0% 50% 75% 50% 138% 175% 213% 250% 250%

13.8%

0% 25% 50% 75% 50% 138% 175% 213% 250%

13.8%

0% 0% 0% 0% 0% 0% 0% 0% 0%
2.7% 2.7% 3.7% 4.7% 5.7% 6.7% 7.7% 8.7% 9.7%
Revenue Growth

EBITDA

Margin

Residential Products (Davis Weighted 79.8% of
Award)

24.3%

0% 250% 250% 250% 250% 250% 250% 250% 250%

23.3%

0% 213% 250% 250% 250% 250% 250% 250% 250%

22.3%

0% 175% 213% 250% 250% 250% 250% 250% 250%

21.3%

0% 138% 175% 213% 250% 250% 250% 250% 250%

20.3%

0% 50% 138% 175% 213% 250% 250% 250% 250%

19.3%

0% 75% 50% 138% 175% 213% 250% 250% 250%

18.3%

0% 50% 75% 50% 138% 175% 213% 250% 250%

17.3%

0% 25% 50% 75% 50% 138% 175% 213% 250%

17.3%

0% 0% 0% 0% 0% 0% 0% 0% 0%
2.4% 2.4% 3.4% 4.4% 5.4% 6.4% 7.4% 8.4% 9.4%
Revenue Growth

EBITDA

Margin

Industrial Products (Davis Weighted 20.2% of
Award)

21.3%

0% 250% 250% 250% 250% 250% 250% 250% 250%

20.3%

0% 213% 250% 250% 250% 250% 250% 250% 250%

19.3%

0% 175% 213% 250% 250% 250% 250% 250% 250%

18.3%

0% 138% 175% 213% 250% 250% 250% 250% 250%

17.3%

0% 50% 138% 175% 213% 250% 250% 250% 250%

16.3%

0% 75% 50% 138% 175% 213% 250% 250% 250%

15.3%

0% 50% 75% 50% 138% 175% 213% 250% 250%

14.3%

0% 25% 50% 75% 50% 138% 175% 213% 250%

14.3%

0% 0% 0% 0% 0% 0% 0% 0% 0%
2.5% 2.5% 3.5% 4.5% 5.5% 6.5% 7.5% 8.5% 9.5%
Revenue Growth

6

EBITDA

Margin

Specialized Products (Dolloff) (Weighted 56.1% of
Award)

29.6%

0% 250% 250% 250% 250% 250% 250% 250% 250%

28.6%

0% 213% 250% 250% 250% 250% 250% 250% 250%

27.6%

0% 175% 213% 250% 250% 250% 250% 250% 250%

26.6%

0% 138% 175% 213% 250% 250% 250% 250% 250%

25.6%

0% 50% 138% 175% 213% 250% 250% 250% 250%

24.6%

0% 75% 50% 138% 175% 213% 250% 250% 250%

23.6%

0% 50% 75% 50% 138% 175% 213% 250% 250%

22.6%

0% 25% 50% 75% 50% 138% 175% 213% 250%

22.6%

0% 0% 0% 0% 0% 0% 0% 0% 0%
3.2% 3.2% 4.2% 5.2% 6.2% 7.2% 8.2% 9.2% 10.2%
Revenue Growth

EBITDA

Margin

Furniture Products (Dolloff) (Weighted 43.9% of
Award)

22.3%

0% 250% 250% 250% 250% 250% 250% 250% 250%

21.3%

0% 213% 250% 250% 250% 250% 250% 250% 250%

20.3%

0% 175% 213% 250% 250% 250% 250% 250% 250%

19.3%

0% 138% 175% 213% 250% 250% 250% 250% 250%

18.3%

0% 50% 138% 175% 213% 250% 250% 250% 250%

17.3%

0% 75% 50% 138% 175% 213% 250% 250% 250%

16.3%

0% 50% 75% 50% 138% 175% 213% 250% 250%

15.3%

0% 25% 50% 75% 50% 138% 175% 213% 250%

15.3%

0% 0% 0% 0% 0% 0% 0% 0% 0%
2.9% 2.9% 3.9% 4.9% 5.9% 6.9% 7.9% 8.9% 9.9%
Revenue Growth

Definitions of EBITDA Margin
and Revenue Growth can be found in the PGI Award Formula. Payouts
will be interpolated for achievement falling between the target
levels shown above. The percentage of Revenue Growth achieved
will be increased or decreased based on the difference between
forecasted GDP growth for the Company minus actual GDP growth for
the Company 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 in cash, and we intend to pay the remaining
50% in our common stock, although we reserve the right to pay up
to one hundred percent in cash. We will pay any vested awards by
March15, 2019. Payments for the cash portion of the GPSUs will be
equal to the number of vested GPSUs multiplied by the closing
price of our common stock on the last business day of the
Performance Period. For the stock portion of the GPSUs, 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. Generally, 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 executive 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 termination. Also, 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 executives employment is terminated,
the GPSUs will vest at the maximum 250% payout.

The Form of Award contains a
non-competition covenant for two years after payout of the Award,
where, if violated, the executive must repay any gain. Also, if
within two years of payout, we are 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 financials.

7

The foregoing is only a
summary of the terms and conditions of the PGI Program and the
GPSUs and is qualified in its entirety by reference to the Form
of Award and PGI Award Formula. All future awards under the PGI
Program are expected to be made under the Form of Award. 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.

E. Grant of GPSUs under the Profitable Growth Incentive
Program

On March22, 2017, the
Committee granted the 2017-2018 GPSUs to our named executive
officers in the amounts shown below.

Threshold Payout Base Award
Target Payout
Maximum Payout

Named Executive Officer

25% 50% 250%

Karl G. Glassman, Presidentand CEO

4,365 17,460 43,650

Matthew C. Flanigan, EVPand CFO

1,886 7,545 18,863

Perry E. Davis, EVP, President Residential Products
Industrial Products

1,401 5,605 14,013

J. Mitchell Dolloff, EVP, President Specialized Products
Furniture Products

1,401 5,605 14,013
Neither Mr.Crusa nor Mr.Haffner were granted 2017-2018 GPSUs.
Mr.Dolloffs GPSUs are disclosed because he is expected to be
included as a named executive officer in the Companys
definitive proxy statement for its 2017 Annual Shareholders
Meeting.
Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1* 2017 Award Formula under the Companys 2014 Key Officers
Incentive Plan
10.2* Summary Description of the Companys Key Management Incentive
Compensation Plan for Jack D. Crusa
10.3 The Companys 2014 Key Officers Incentive Plan, effective
January1, 2014, filed March25, 2014 as Appendix A to the
Companys Proxy Statement, is incorporated by reference. (SEC
File No.001-07845)
10.4* Summary Sheet of Executive Cash Compensation
10.5* Award Formula for the 2017-2018 Profitable Growth Incentive
Program
10.6 2017 Form of Profitable Growth Incentive Award Agreement,
filed November10, 2016 as Exhibit 10.2 to the Companys Form
8-K, is incorporated by reference. (SEC File No.001-07845)
10.7 The Companys Flexible Stock Plan, amended and restated,
effective as of May5, 2015, filed March25, 2015 as Appendix A
to the Companys Proxy Statement, is incorporated by
reference. (SEC File No.001-07845)
* Denotes filed herewith.

8


About LEGGETT & PLATT, INCORPORATED (NYSE:LEG)

Leggett & Platt, Incorporated is a manufacturer that conceives, designs and produces a range of engineered components and products found in homes, offices and automobiles. The Company operates in four segments: Residential Furnishings, Commercial Products, Industrial Materials and Specialized Products. Its brands include ComfortCore, Mira-Coil, VertiCoil, Quantum, Nanocoil, Lura-Flex and Active Support Technology, which includes mattress innersprings; Semi-Flex, which includes box spring components and foundations; Spuhl, which includes mattress innerspring manufacturing machines; Wall Hugger, which includes recliner chair mechanisms; Super Sagless, which includes motion and sofa sleeper mechanisms; No-Sag, which includes wire forms used in seating; LPSense, which includes capacitive sensing; Hanes, which includes fabric materials; Schukra, Pullmaflex and Flex-O-Lator, which includes automotive seating products, and Gribetz and Porter, which includes quilting and sewing machines.

LEGGETT & PLATT, INCORPORATED (NYSE:LEG) Recent Trading Information

LEGGETT & PLATT, INCORPORATED (NYSE:LEG) closed its last trading session down -0.31 at 49.82 with 647,281 shares trading hands.

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