exv10w4






Exhibit 10.4




FURNITURE BRANDS INTERNATIONAL, INC.

2008 INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT




     Furniture Brands International, Inc., a Delaware corporation (the “Company”), hereby grants
stock relating to shares of its common stock, no par value (the “Common Stock”), to the individual
named below as the Grantee. The terms and conditions of the grant are set forth in this Agreement
and in the Furniture Brands International, Inc. 2008 Incentive Plan (the “Plan”).



Grant
Date:                                         , 20___ (the “Grant Date”)



Name of Grantee:                                         



Grantee’s Social Security Number:                                         



Number of Shares of Stock Covered by Grant:                     




     By signing this cover sheet, you agree to all of the terms and conditions described in this
Agreement and in the Plan, a copy of which is being provided with this Agreement. You acknowledge
that you have carefully reviewed the Plan and agree that the Plan will control in the event any
provision of this Agreement should appear to be inconsistent with the terms of the Plan.



	 	 	 	 	 
	GRANTEE:	 	 
	 
	 	 	 	 
	 	 	 
	[Name]
	 	 	 	 
	 
	 	 	 	 
	COMPANY:	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 

















 








FURNITURE BRANDS INTERNATIONAL, INC.

2008 INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT




	 	 	 
	Restricted Stock

	 	This grant is an award of Common
Stock in the number of shares set
forth on the cover sheet (the
“Shares”), subject to the vesting
conditions described below
(“Restricted Stock”). To the extent
not yet vested, your Restricted
Stock may not be transferred,
assigned, pledged or hypothecated,
whether by operation of law or
otherwise, nor may the Restricted
Stock be made subject to execution,
attachment or similar process.
	 
	 	 
	Definitions

	 	“Cause,” “Change in Control,”
“Disability,” “Retirement,” and
“Service” shall have the meaning
assigned to such terms in Appendix A
to this Agreement.
	 
	 	 
	Vesting

	 	Your right to the shares of Common
Stock under this Restricted Stock
grant vests as follows: [Insert
Vesting Schedule].
	 
	 	 
	Forfeiture of Stock

	 	In the event that your Service with
the Company terminates for any
reason other than your death,
Disability or Retirement, you will
forfeit to the Company all of the
Shares subject to this grant that
have not yet vested. Any Shares of
Restricted Stock that are forfeited
shall be returned to the Company and
cancelled, and all of your rights to
those shares will terminate, without
any payment of consideration by the
Company.
	 
	 	 
	 

	 	In the event that your Service with
the Company terminates due to your
death, Disability or Retirement, any
unvested shares of Restricted Stock
will vest pro-rata. The pro rata
portion of the Restricted Stock that
will become fully vested will be
determined by multiplying the
additional number of shares of
Restricted Stock that would have
become vested (but for the
termination) on the next vesting
date following the date your Service
terminates by a fraction, the
numerator of which shall be the
number of full months that have
elapsed from the last vesting date
immediately preceding the
termination of Service and the
denominator of which shall be the
number of full months in the period
from the last vesting date to the
next vesting date.
	 
	Ownership of Restricted Stock

	 	The Company will issue Shares of
Restricted Stock in your name in the
form of an entry into a share memo
account with the Company’s stock
transfer agent on the Grant Date.
The account will show that the
Shares are subject to the
restrictions described herein.
Subject to the terms and conditions
described herein, you shall be
entitled to all the rights of
beneficial ownership of the Shares
while they are held in the share
memo account, including the right to
vote the Shares and to receive
dividends, subject to the
requirements set forth herein, if,
as and when declared by the
Company’s Board of Directors.






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	 	Any distributions you receive as a
result of any stock split, stock
dividend, combination of shares or
other similar transaction shall be
deemed to be a part of the
Restricted Stock and subject to the
same conditions and restrictions
applicable thereto. The Company may
in its sole discretion require any
dividends paid on the Restricted
Stock to be reinvested in shares of
Stock, which the Company may in its
sole discretion deem to be a part of
the shares of Restricted Stock and
subject to the same conditions and
restrictions applicable thereto.
	 
	 	 
	 

	 	Until the restrictions have lapsed
or the Shares are forfeited and
cancelled, the Shares shall be held
in the share memo account and you
shall not be entitled to receive
certificates representing the
Shares. After the Restrictions have
lapsed with respect to Shares, you
(or, in the case of your death or
Disability, your legal
representatives, legatees,
distributees or guardian) shall have
the right to have such Shares
certificated and transferred in
accordance with the transfer agent’s
procedures generally applicable to
all stockholders.
	 
	 	 
	 

	 	In order to facilitate the transfer
back to the Company of any Shares of
Restricted Stock that are forfeited
and cancelled as described herein,
you must sign and deliver the stock
power, attached hereto as Exhibit A,
for the Shares to the Company’s
Compensation Director. Upon the
forfeiture of Shares, such Shares of
Restricted Stock will be transferred
back to the Company pursuant to such
stock power and cancelled.
	 
	 	 
	Change in Control

	 	Notwithstanding anything herein to
the contrary, upon the occurrence of
a Change in Control, all Shares of
Restricted Stock that (but for the
application of this clause) have not
vested at the time of the occurrence
of such Change in Control event
shall vest immediately.
	 
	 	 
	Withholding

	 	You must pay any taxes that are
required to be withheld by the
Company. You may pay such amounts in
cash or make other arrangements
satisfactory to the Company for the
payment of such amounts. You agree
that if you do not pay, or make
arrangements for the payment of,
such amounts, the Company, to the
fullest extent permitted by law,
shall have the right to deduct such
amounts from any payments of any
kind otherwise due to you and shall
have the right to withhold from
Shares of Restricted Stock for which
restrictions have lapsed the number
of Shares having an aggregate market
value at that time equal to the
amount you owe.
	 
	 	 
	Section 83(b)
Election

	 	Under Section 83 of the Internal
Revenue Code of 1986, as amended
(the “Code”), the difference between
the purchase price paid for the
Shares of Restricted Stock and their
fair market value on the date any
forfeiture restrictions applicable
to such Shares lapse will be
reportable as ordinary income at
that time. For this purpose,
“forfeiture restrictions” include
the forfeiture of unvested Shares of
Restricted Stock that is described
above. You may elect to be taxed at
the time the Shares are acquired,
rather than when such Shares cease
to be subject to such forfeiture
restrictions, by filing an election
under Section 83(b) of the Code with
the Internal Revenue Service within
thirty (30) days after the Grant
Date. You will have to make a tax
payment to the extent the






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	 	purchase
price is less than the fair market
value of the Shares on the Grant
Date. No tax payment will have to be
made to the extent the purchase
price is at least equal to the fair
market value of the Shares on the
Grant Date. The form for making this
election is attached as Exhibit B
hereto. Failure to make this filing
within the thirty (30) day period
will result in the recognition of
ordinary income by you (in the event
the fair market value of the shares
as of the vesting date exceeds the
purchase price) as the forfeiture
restrictions lapse.
	 
	 	 
	 

	 	YOU ACKNOWLEDGE THAT IT IS YOUR SOLE
RESPONSIBILITY, AND NOT THE
COMPANY’S, TO FILE A TIMELY ELECTION
UNDER SECTION 83(b), EVEN IF YOU
REQUEST THE COMPANY OR ITS
REPRESENTATIVES TO MAKE THIS FILING
ON YOUR BEHALF. YOU ARE RELYING
SOLELY ON YOUR OWN ADVISORS WITH
RESPECT TO THE DECISION AS TO
WHETHER OR NOT TO FILE ANY 83(b)
ELECTION.
	 
	 	 
	Right of Recapture

	 	If, at any time, within one year
after the date that the Shares vest
(the “Realization Event”), the
Committee (as defined in the Plan)
determines in its discretion that
the Company has been materially
harmed by you, whether such harm
(a) results in your termination or
deemed termination of Service for
Cause or (b) results from any
activity of yours determined by the
Committee to be in competition with
any activity of the Company, or
otherwise prejudicial, contrary or
harmful to the interests of the
Company (including, but not limited
to, accepting employment with or
serving as a consultant, adviser or
in any other capacity to an entity
that is in competition with or
acting against the interests of the
Company), then any gain realized by
you from the Shares of Restricted
Stock shall be paid by you to the
Company upon notice from the
Company. Such gain shall be
determined as of the date of the
Realization Event, without regard to
any subsequent change in the Fair
Market Value of shares of the
Company’s Common Stock. To the
extent allowed by applicable law,
the Company shall have the right to
offset such gain against any amounts
otherwise owed to you by the Company
(whether as wages, vacation pay, or
pursuant to any benefit plan or
other compensatory arrangement).
	 
	 	 
	Retention Rights

	 	This Agreement does not give you the
right to be retained by the Company
(or any subsidiaries) in any
capacity. The Company (and any
subsidiaries) reserves the right to
terminate your Service at any time
and for any reason.
	 
	 	 
	Adjustments

	 	In the event of any stock dividend,
stock split, combination or exchange
of shares, reorganization, partial
or complete liquidation or other
distribution of assets (other than a
normal cash dividend),
recapitalization or other change in
the capital structure of the
Company, or other corporate
transaction, the number of Shares of
Restricted Stock covered by this
grant will be adjusted by the
Committee in accordance with the
terms of the Plan.






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	Applicable Law

	 	This Agreement will be interpreted
and enforced under the laws of the
State of Delaware, other than any
conflicts or choice of law rule or
principle that might otherwise refer
construction or interpretation of
this Agreement to the substantive
law of another jurisdiction.
	 
	 	 
	Consent to Electronic Delivery

	 	The Company may choose to deliver
certain statutory materials relating
to the Plan in electronic form. By
accepting this grant you agree that
the Company may deliver the Plan
prospectus and the Company’s annual
report to you in an electronic
format. If at any time you would
prefer to receive paper copies of
these documents, as you are entitled
to receive, the Company would be
pleased to provide copies. Please
contact the Plan Administrator to
request paper copies of these
documents.
	 
	 	 
	Amendments

	 	No amendment to this Agreement may
impair your rights under this
Agreement without your consent.
	 
	 	 
	The Plan

	 	The text of the Plan is incorporated
in this Agreement by reference. This
Agreement and the Plan constitute
the entire understanding between you
and the Company regarding this grant
of Restricted Stock. Any prior
agreements, commitments or
negotiations concerning this grant
are superseded. The Plan will
control in the event any provision
of this Agreement should appear to
be inconsistent with the terms of
the Plan.





By signing the cover sheet of this Agreement, you agree to all of the terms and conditions
described above and in the Plan.




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Appendix A



1. For the purpose of this Agreement, “Cause” shall mean (a) your conviction of any crime (whether
or not involving the Company) constituting a felony in the jurisdiction involved; (b) your conduct
related to your Service for which either criminal or civil penalties against you or the Company may
be sought; (c) material violation of the Company’s policies, including the disclosure or misuse of
confidential information, or those set forth in Company manuals or statements of policy; or
(d) serious neglect or misconduct in the performance of your duties for the Company or willful or
repeated failure or refusal to perform such duties. Any rights the Company may have in respect of
the events giving rise to Cause shall be in addition to the rights the Company may have under any
other agreement with you or at law or in equity. Any determination of whether your Service is (or
is deemed to have been) terminated for Cause shall be made by the Committee in its sole discretion,
which determination shall be final and binding on all parties. If, subsequent to your termination
of Service (whether voluntary or involuntary) without Cause, it is discovered that your Service
could have been terminated for Cause, your Service shall be deemed to have been terminated for
Cause. Your termination of Service for Cause shall be effective as of the date of the occurrence
of the event giving rise to Cause, regardless of when the determination of Cause is made.



2. For the purpose of this Agreement, “Change in Control” means the first to occur of any of the
following events:





	 	i.	 	any person (as the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended) is or becomes the beneficial owner, directly
or indirectly, of securities of the Company (not including the securities beneficially
owned by such person or any securities acquired directly from the Company or its
affiliates, other than in connection with the acquisition by the Company or its affiliates
of a business) representing 35% or more of either the then outstanding shares of common
stock of the Company or the combined voting power of the Company’s then outstanding
securities; or
	 
	 	ii.	 	the majority of the members of the Board is replaced during any 12-month period by
directors whose appointment or election is not endorsed by a majority of the members of
the Board prior to the date of the appointment or election; or
	 
	 	iii.	 	the consummation of a merger or consolidation of the Company with any other entity,
other than (a) a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting securities of
the surviving entity or any parent thereof), in combination with the ownership of any
trustee or other fiduciary holding securities under an employee benefit plan of the
Company, 60% or more of the combined voting power of the voting securities of the Company
or such surviving entity or any parent thereof outstanding immediately after such merger
or consolidation, or (b) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no person is or becomes
the beneficial owner, directly or indirectly, of securities of the Company (not including
the securities beneficially owned by such person or any securities acquired directly from
the Company or its affiliates, other than in connection with the acquisition by the
Company or its affiliates of a business) representing 50% or more of either the then
outstanding shares of common stock of the Company or the combined voting power of the
Company’s then outstanding securities; or




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	 	iv.	 	the stockholders of the Company approve a plan of complete liquidation or dissolution
of the Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets, other than a sale or disposition by the Company
of all or substantially all of the Company’s assets to an entity, 60% or more of the
combined voting power of the voting securities of which is owned by persons in
substantially the same proportions as their ownership of the Company immediately prior to
such sale.





          Notwithstanding the foregoing, no “Change in Control” shall be deemed to have occurred if
there is consummated any transaction or series of integrated transactions immediately following
which the record holders of the common stock of the Company immediately prior to such transaction
or series of transactions continue to have substantially the same proportionate ownership in an
entity which owns all or substantially all of the assets of the Company immediately following such
transaction or series of transactions.



          For purposes of this definition, “beneficial ownership” shall be determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as amended.


4. For the purpose of this Agreement, “Disability” shall mean you are permanently and totally
disabled and unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of twelve months. The existence of a
Disability shall be determined by the Committee in its sole discretion.



5. For the purpose of this Agreement, “Retirement” shall mean your termination of Service on or
after attaining age 55 and completing 5 years of service with the Company.



6. For the purpose of this Agreement, “Service” shall mean service as an employee, officer or
director of the Company or any subsidiary of the Company.




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EXHIBIT A




STOCK POWER




     FOR VALUE RECEIVED,                      sells, assigns and transfers to Furniture Brands
International, Inc., a Delaware corporation (the “Company”),                      (                      ) shares of
common stock of the Company represented by Certificate No. and does hereby irrevocable
constitute and appoint                     , Attorney to transfer the said stock on the books of the
Company with full power of substitution in the premises.



Dated:                     , 20____




	 	 	 	 	 
	 

	 	 

Print Name
	 	 
	 
	 	 	 	 
	 

	 	 

Signature
	 	 






Spouse Consent (if applicable)



                                        
(spouse) indicates by the execution of this Assignment his or her consent to be bound by
the terms herein as to his or her interests, whether as community property or otherwise, if any, in
the shares of common stock of the Company.




	 	 	 	 	 
	 

	 	 

Signature
	 	 





INSTRUCTIONS: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE. THE PURPOSE OF THIS
ASSIGNMENT IS TO ENABLE THE COMPANY TO FACILITATE THE TRANSFER BACK TO THE COMPANY OF ANY SHARES OF
RESTRICTED STOCK THAT ARE FORFEITED AND CANCELLED AS SET FORTH IN THE AGREEMENT WITHOUT REQUIRING
ADDITIONAL SIGNATURES ON YOUR PART.




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EXHIBIT B




ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE




The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code
with respect to the property described below and supplies the following information in accordance
with the regulations promulgated thereunder:



1. The name, address and social security number of the undersigned:




	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Address:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 	 	 
	 

	 	Social Security No.:	 	 	 	 
	 

	 	 	 	 

	 	 





2. Description of property with respect to which the election is being made:                                         shares
of common stock, no par value per share, Furniture Brands International, Inc., a Delaware
corporation, (the “Company”).



3. The date on which the property was transferred is                                         , 20 ___.



4. The taxable year to which this election relates is calendar year 20___.



5. Nature of restrictions to which the property is subject: The shares of stock are subject to the
provisions of a Restricted Stock Agreement between the undersigned and the Company. The shares of
stock are subject to forfeiture under the terms of the Agreement.



6. The fair market value of the property at the time of transfer (determined without regard to any
lapse restriction) was $   
                               per share, for a total of $                                         .



7. The amount paid by taxpayer for the property was $ 0.



8. A copy of this statement has been furnished to the Company.




     Dated:                                         , 20___.



	 	 	 	 	 
	 

	 	 

Print Name
	 	 
	 
	 	 	 	 
	 

	 	 

Signature
	 	 





PROCEDURES FOR MAKING ELECTION UNDER INTERNAL REVENUE CODE SECTION 83(b):



The following procedures must be followed with respect to this form for making an election under
Internal Revenue Code section 83(b) in order for the election to be effective:



1. You must file one copy of the completed election form with the IRS Service Center where you file
your federal income tax returns within 30 days after the Grant Date of your Restricted Stock.



2. At the same time you file the election form with the IRS, you must also give a copy of the
election form to the Secretary of the Company.



3. You must file another copy of the election form with your federal income tax return (generally,
Form 1040) for the taxable year in which the stock is transferred to you.





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