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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 9, 2012

__________

HOOKER FURNITURE CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	000-25349	54-0251350
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File No.)	Identification No.)

440 East Commonwealth Boulevard,
Martinsville, Virginia	24112	(276) 632-0459
(Address of principal executive offices)	(Zip Code)	(Registrant’s telephone number,
		including area code)

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):

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

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

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

o 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.

On February 9, 2012, the Compensation Committee of the Board of Directors of Hooker Furniture Corporation (the “Company”) approved the following long-term incentive awards for the Company’s executive officers.

Time-Based Restricted Stock Units (RSUs). Each time-based RSU entitles the executive officer to receive one share of the Company’s common stock if he remains continuously employed with the Company through the end of a three-year service period that ends February 9, 2015. At the discretion of the Committee, the RSUs may be paid in shares of the Company’s common stock, cash (based on the fair market value of a share of the Company’s common stock on the date payment is made), or both. In addition to the service-based vesting requirement, 100% of an executive officer’s RSUs will vest upon a change of control of the Company and a prorated number of the RSUs will vest upon the death, disability or retirement of the executive officer.

The number of RSUs awarded to each executive officer is set forth in the table below.

Executive Officer	Number of RSUs
Paul B. Toms, Jr., Chairman and CEO		0
Alan D. Cole, President		4,946
Paul Huckfeldt, VP Finance and Accounting and CFO		1,735
Arthur G. Raymond, Jr., SVP Casegoods Operations		3,488
Michael Delgatti, President – Hooker Upholstery		3,171

Performance Grants. Each performance grants entitles the executive officer to receive a payment based on the achievement of two specified performance conditions. The payout will be the sum of two amounts, based on the Company’s absolute and relative EPS growth over a three-year performance period that begins January 30, 2012 and ends January 25, 2015. At the discretion of the Committee, the payout can be made in cash, shares of the Company’s common stock (based on the fair market value of a share of the Company’s common stock on the date payment is made), or both. The executive officer also must remain continuously employed with the Company through the end of the performance period to be eligible for a payment.

The payment for each executive officer under his performance grant will be the sum of the following amounts:

a.	An amount set forth in the table below based on the growth of the Company’s fully diluted earnings per share from continuing operations (“EPS”) over the performance period. The Company’s EPS growth must be at least 5% over the performance period for a payment to be made.

	Payout Amount Based on EPS Growth (%) for Performance Period
Executive Officer		5	%		10	%		15	%		20	%		25	%
Paul B. Toms, Jr.	$	27,000		$	81,000		$	108,000		$	135,000		$	162,000
Alan D. Cole		16,253			48,760			65,013			81,266			97,520
Paul Huckfeldt		11,400			34,200			45,600			57,000			68,400
Arthur G. Raymond, Jr.		11,461			34,382			45,843			57,303			68,764
Michael Delgatti		10,419			31,256			41,675			52,094			62,513

An amount set forth in the table below based on the growth of the Company’s EPS over the performance period relative to a group of specified peer companies. However, if the Company’s EPS growth is not positive for the performance period, this payment will be capped at the amount for the 50th percentile.

	Payout Amount Based on Relative EPS Growth for Performance Period
Executive Officer	Less than 50th percentile		50th percentile, but less than 75th percentile		Equal to or greater than 75th percentile
Paul B. Toms, Jr.	$	0	$	108,000	$	162,000
Alan D. Cole		0		64,994		97,490
Paul Huckfeldt		0		45,600		68,400
Arthur G. Raymond, Jr.		0		45,829		68,744
Michael Delgatti		0		41,663		62,494

In addition, a payment will be made to an executive officer under each performance grant upon a change of control of the Company, consistent with attaining 15% EPS growth and relative EPS growth at the 50th percentile for the performance period, or a prorated amount following the death, disability or retirement of the executive officer as described in the executive officer’s grant agreement.

The terms of the time-based RSUs and the performance grants are more completely described in the respective forms of grant agreements that are filed as exhibits to this report, and which are incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1. Form of Time-Based Restricted Stock Unit Agreement

Exhibit 10.2. Form of Performance Grant Agreement

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.

	HOOKER FURNITURE CORPORATION

Date: February 13, 2012	By:	/s/ Paul A. Huckfeldt
		Paul A. Huckfeldt
		Vice President - Finance and Accounting
		Chief Financial Officer

ex10-1.htm

EXHIBIT 10.1

HOOKER FURNITURE CORPORATION

RSU Award – Time-Based Vesting

Name of Grantee: [_____________]

Date of Grant: [_____________]

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

Vesting.

(a)

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

Vesting Date	Percentage Vested
At Date of Grant	0%
Third Anniversary of Date of Grant	100%

(b)

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

(c)

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

Payment.

(a)

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

(b)

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

(c)

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

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

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

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

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

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

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

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

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

12.

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

13.	Section 409A.

(a)

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

(b)

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

(c)

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

(d)

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

14.

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

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

HOOKER FURNITURE CORPORATION

By:

Name: [ ]

Title: [ ]

GRANTEE

Name: [ ]

ex10-2.htm

EXHIBIT 10.2

HOOKER FURNITURE CORPORATION

Performance Grant

Name of Grantee: [_____________]

Date of Grant: [_____________]

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

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

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

3.	Time and Form of Payment.

(a)

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

(b)

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

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

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

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

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

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

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

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

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

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

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

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

13.

14.	Section 409A.

(a)

(b)

(c)

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

(d)

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

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

HOOKER FURNITURE CORPORATION

By:

Name: [ ]

Title: [ ]

GRANTEE

Name: [ ]

APPENDIX A

Performance Goals and Payout Schedule

1. Performance Goals. Performance Goals for the Performance Period shall be based on the attainment of a specified level of the Company’s earnings per common share growth on an absolute and on a relative basis over the Performance Period.

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

Table A – Absolute EPS Growth

Company’s EPS Growth for the Performance Period	Earned Amount
Less than 5%	$0
At least 5% but less than 10%	$[ ]
At least 10% but less than 15%	$[ ]
At least 15% but less than 20%	$[ ]
At least 20% but less than 25%	$[ ]
25% or greater	$[ ]

Table B – Relative EPS Growth

Company’s Relative EPS Growth for the Performance Period	Earned Amount
Less than the 50th percentile	$0
At least the 50th percentile but less than the 75th percentile	$[ ]
Equal to or greater than the 75th percentile	$[ ]

3. Definitions. Capitalized terms not otherwise defined in this Grant Agreement or the Plan shall have the following meaning:

“EPS Growth” means the rate of growth of the Company’s earnings per share, computed by (a) adding together the fully diluted aggregated earnings per share from continuing operations (“EPS”) for each fiscal year of the Company that falls within the Performance Period, (b) dividing that sum by 3, and (c) dividing that result by the Company's EPS for the first fiscal year of the Company that ends immediately before the Performance Period. EPS shall be calculated according to Generally Accepted Accounting Principles and, with respect to the Company, by excluding the impact of any write-down of the Company’s intangible assets. The foregoing calculation shall be made with respect to each of the companies comprising the Peer Group to the extent ascertainable from their public filings.

“Peer Group” means the following companies: Summer Infant, Inc.; Chromcraft Remington, Inc.; Nautilus, Inc.; Trex Company, Inc.; Flexsteel Industries, Inc.; Steinway Musical Instruments, Inc.; Bassett Furniture Industries, Inc.; Virco Mfg. Corporation.; Kid Brands, Inc.; American Biltrite Inc.; Culp, Inc.; Stanley Furniture Company, Inc.; American Woodwork Corporation; The Dixie Group, Inc. If any of these companies ceases to exist as an independent entity during the Performance Period, that company shall be removed from the Peer Group and not be taken in consideration in determining Relative EPA Growth.

“Relative EPS Growth” means the percentile ranking of the Company’s EPS Growth with respect to the EPS Growth of the companies comprising the Peer Group for the Performance Period. Notwithstanding anything above to the contrary, if the Company fails to achieve positive EPS Growth for the Performance Period, the earned amount (if any) for purposes of Table B shall not exceed the earned amount for Relative EPS Growth at the 50th percentile for the Performance Period.

“Target Level EPS Growth” means EPS Growth of 15% for the Performance Period.

“Target Level Relative EPS Growth” means Relative EPS Growth at the 75th percentile for the Performance Period.

4. Miscellaneous. This Performance Grant is subject to the provisions of the Plan, and any applicable law or Company policy (whether in effect on the Date of Grant or adopted or modified after the Date of Grant) requiring reimbursement to the Company of incentive-based compensation following an accounting restatement due to material non-compliance by the Company with any financial reporting requirement or due to other events or conditions. The Performance Grant is intended to be “performance-based” under Section 162(m) of the Code.