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

Item5.02

Entry into New Severance Benefit
Agreements

On May9, 2017, the Company entered into Severance Benefit
Agreements with Karl G. Glassman, President CEO, Matthew C.
Flanigan, Executive Vice President CFO, Perry E. Davis, Executive
Vice President, President Residential Products Industrial
Products, and J. Mitchell Dolloff, Executive Vice President,
President Specialized Products Furniture Products (collectively
the Severance Agreements). Upon a Change in Control of the
Company, the 2017 Severance Agreements provide for severance
payments and benefits during a Protected Period following the
Change in Control. The Protected Period is 24 months for each
executive.

In general, a Change in Control is deemed to occur when: (i)a
shareholder becomes the beneficial owner of 40% or more of our
common stock, (ii)the current directors, as of the date of the
agreement, 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,
(iv)the Company liquidates, sells or otherwise transfers
substantially all of its assets to an unrelated third party; or
(v)the Company enters into an agreement, including a letter of
intent, which contemplates a Change in Control (as described
above), or the Company or a person makes a public announcement of
an intention to take actions which, if consummated, would result
in a Change in Control (as described above).

The payments and benefits under the 2017 Severance Agreements are
subject to a double trigger; that is, they become due only after
both (i)a Change in Control of the Company and (ii)the executive
officers 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 2017 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 2017 Severance Agreements generally include the
executives (i)conviction of a felony or any crime involving
property of the Company; (ii)willful breach of the Companys Code
of Business Conduct or Financial Code of Ethics that causes
significant injury to the Company; (iii)willful act or omission
involving fraud, misappropriation or dishonesty that causes
significant injury to the Company or results in material
enrichment to the executive at the Companys expense; (iv)willful
violations of specific written directions of the Board following
notice of such violation; or (v)continuing, repeated, or willful
failure to substantially perform duties after written notice from
the Board.

The 2017 Severance Agreements have no fixed termination period,
but continue as long as the executive is employed by the Company
or any successor. However, after May9, 2020, the Company or the
executive has the right to unilaterally terminate the 2017
Severance Agreement upon one year written notice to the other
party, so long as the Protected Period is not in effect.

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Upon termination of employment by the Company (except for cause
or upon disability) or by the executive for good reason during
the Protected Period, the Company will provide the following
payments and benefits:

All amounts received by the executive as health insurance or
fringe benefits from a new full-time job will reduce the benefits
under the 2017 Severance Agreement. However, the executive is not
required to mitigate the amount of any termination payment or
benefit provided under the agreement. The 2017 Severance
Agreements contain a non-competition covenant for two years after
the termination date. If violated the Companys sole remedy is to
cease payment of any further benefits.

The disclosure above is only a brief description of the 2017
Severance Agreements and is qualified in its entirety by such
agreements with Mr.Glassman, Mr.Flanigan, Mr.Davis and
Mr.Dolloff, each of which is attached as Exhibits 10.1, 10.2,
10.3 and 10.4, respectively, and incorporated herein by
reference.

Termination of Prior Severance Benefit
Agreements

On May9, 2017, in conjunction with the entry into the 2017
Severance Agreements referenced above, the existing severance
benefit agreements with Mr.Glassman, Mr.Flanigan and Mr.Dolloff
were terminated. Mr.Davis did not previously have a severance
benefit agreement with the Company. Reference is made to (i)the
Amended and Restated Severance Benefit Agreement between the
Company and Karl G. Glassman, dated March1, 2013, filed March6,
2013 as Exhibit 10.6 to the Companys Form 8-K; (ii)the Severance
Benefit Agreement between the Company and Matthew C. Flanigan,
dated March1, 2013, filed March6, 2013 as Exhibit 10.7 to the
Companys Form 8-K; and (iii)the Amended and Restated Severance
Benefit Agreement between the Company and J. Mitchell Dolloff,
dated December30, 2008, filed May9, 2017 as Exhibit 10.1 to the
Companys Form 10-Q (collectively referred to as the
Terminated Agreements.)

Upon a Change in Control of the Company, the Terminated
Agreements provided for severance payments and benefits during a
Protected Period following the Change in
Control. The Protected Period was 30 months for Mr.Glassman, 24
months for Mr.Flanigan and 12 months for Mr. Dolloff.

In general, a Change in Control under the Terminated Agreements
was deemed to occur under the same circumstances as described in
(i)through (iv) in the Change in Control definition paragraph
above under the 2017 Severance Agreements; provided a Change in
Control occurred under Mr.Dolloffs agreement with a 25%
beneficial owner (as opposed to 40%) and if less than 75% (as
opposed to 65%) of the voting securities of the surviving
corporation were owned by our former shareholders after a merger
or consolidation.

The payments and benefits under the Terminated Agreements were
subject to a double trigger; that is, they became due only after
both (i)a Change in Control of the Company and (ii)the executive
officers employment was terminated by the Company (except for
cause or upon disability) or the executive officer terminated his
employment for good reason.

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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, compensation or
benefits, or if the successor company did not assume the
obligations of the Terminated Agreement. The Company could 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 Terminated
Agreements were substantially the same or similar as those in the
2017 Severance Agreements described above. The Terminated
Agreements had no fixed termination period, but continued as long
as the executive was employed by the Company or any successor.

Upon termination of employment by the Company (except for cause
or upon disability) or by the executive for good reason during
the Protected Period, the Terminated Agreements would have
provided the following payments and benefits:

All amounts received by Mr.Glassman, Mr.Flanigan or Mr.Dolloff as
health insurance or fringe benefits from a new full-time job
would have reduced the benefits under the Terminated Agreements.
However, the executive was not required to mitigate the amount of
any termination payment or benefit provided under the agreements.
In addition, Mr. Dolloffs agreement provided that, prior to a
Change in Control, the Company could not terminate his
employment, other than for cause except upon at least three
months prior notice.

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

Personal Use of Corporate Aircraft by
CEO

On May8, 2017, the Compensation Committee of the Board (the
Committee) adopted resolutions regarding the personal
use of corporate aircraft by Karl G. Glassman, President CEO.
Following the Committees comprehensive review of Mr.Glassmans
compensation package and given the location of the Companys
headquarters outside of a major metropolitan area, the Committee
extended this perquisite to facilitate the CEOs schedule and to
enable him to more efficiently attend to Company business while

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traveling. Mr.Glassmans use of corporate aircraft for personal
travel by him and his guests, subject to the aircraft not being
scheduled for business purposes, is subject to an annual limit of
$100,000 in aggregate incremental cost to the Company, including
the cost of deadhead flights necessitated by such personal use.
The Company will not provide tax reimbursements to Mr.Glassman
for any taxes arising from imputed income relating to his use of
the corporate aircraft for personal travel by him or his guests.
The Description of Personal Use of Corporate Aircraft by Karl G.
Glassman is attached as Exhibit 10.8 and is incorporated herein
by reference.

Employment Agreements Expire by their Stated
Terms

Mr.Glassman and Mr.Flanigan each entered into employment
agreements with the Company on March1, 2013. Each employment
agreement expired, by its stated terms, on the date of the 2017
annual shareholder meeting, which was held May9, 2017. Reference
is made to (i)the Employment Agreement between the Company and
Karl G. Glassman, dated March1, 2013, filed March6, 2013 as
Exhibit 10.3 to the Companys Form 8-K, and (ii)the Employment
Agreement between the Company and Matthew C. Flanigan, dated
March1, 2013, filed March6, 2013 as Exhibit 10.4 to the Companys
Form 8-K.

The Company held its annual meeting of shareholders on May9,
2017. In connection with this meeting, proxies were solicited to
Section14(a) of the Securities Exchange Act of 1934, as amended.
Matters voted upon were (i)the election of nine directors;
(ii)the ratification of the Audit Committees selection of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for the year ending December31, 2017;
(iii) an advisory vote to approve named executive officer
compensation as described in the Proxy Statement; and (iv)an
advisory vote concerning the frequency of future advisory votes
on named executive officer compensation. The number of votes cast
for and against, as well as abstentions and broker non-votes,
with respect to each matter, as applicable, are set out below.

1.
ProposalOne:ElectionofDirectors.All
nine nominees for director listed in the Proxy Statement were
elected to hold office until the next annual meeting of
shareholders or until their successors are elected and qualified,
with the following vote:

2.
ProposalTwo:RatificationofIndependentRegisteredPublicAccountingFirm.
The ratification of the Audit Committees selection of
PricewaterhouseCoopers LLP as the Companys independent registered
public accounting firm for the year ending December31, 2017 was
approved with the following vote:

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3.
ProposalThree:AdvisoryVotetoApproveNamedExecutiveOfficerCompensation.The
advisory vote to approve the Companys named executive officer
compensation package as described in the Executive Compensation
and Related Matters section of the Companys Proxy Statement
(commonly known as Say-on-Pay) consisted of the
following: