exv10w2







	 	 	 	 	 



Exhibit 10.2




1 FURNITURE BRANDS INTERNATIONAL, INC.RESTRICTED

STOCK PLAN FOR OUTSIDE DIRECTORS

AMENDED AND RESTATED




1. Purpose. The purpose of this Restricted Stock Plan for Outside Directors (the “Plan”) is
to attract and retain the best qualified individuals to serve on the Board of Directors (the
“Board”) of Furniture Brands International, Inc. (the “Company”) and to align their compensation as
members of the Board with the interests of the stockholders of the Company by partially
compensating them with shares of the common stock of the Company (“Shares”) which are restricted in
accordance with the terms and conditions of this Plan.




2. Eligibility. Any member of the Board who is not an employee of the Company or any
subsidiary of the Company (an “Outside Director”) shall be eligible to participate in the Plan.




3. Shares. Each Outside Director who is elected at or who continues in office after the meeting
of the Board held on July 29, 1997, and each Outside Director who is elected at or who continues in
office after each annual meeting of the stockholders of the Company held after July 29, 1997 or has
been designated by the Board to fill a vacancy on the Board, shall be entitled to receive an award
of restricted stock units with a value of $55,000, determined as of the date of the purchase of
such Shares, or in such other amounts as the Board shall from time to time determine; provided
however, that should the Outside Director fail to serve for one year from that date the restricted
stock units shall be forfeited by such Outside Director. After the end of such one-year period,
payment shall be deferred pursuant to the provisions of this Plan.




4. Maximum Number of Shares. The maximum aggregate number of Shares that may be issued pursuant
to this Plan is 200,000. The maximum number of Shares, as well as any Shares held in the account
pursuant to Section 5 hereof, may be appropriately and equitably adjusted by the Committee for any
change in the Company’s capital structure resulting from stock dividends, stock splits, spin-offs,
combination or exchange of shares, reclassification, reorganization, merger, consolidation,
recapitalization and similar matters affecting the Company’s capital structure. The determination
of the Committee shall be final and conclusive in this regard.




5. Dividends. Any dividends declared on the common stock of the Company shall result in dividend
equivalent payments on the restricted stock units which will be deemed to be invested in additional
shares of common stock which will be subject to the same vesting and distribution provisions as the
restricted stock units.




6. Payment of Awards. Provided that the other terms and conditions of this Plan have been
fulfilled, on the business day after the date the Outside Director ceases to be a director of the
Company and incurs a “separation from service” within the meaning of Code Section 409A. The Shares
will be distributed to the Outside Director free and clear of any of the restrictions set forth in
this Plan, and the Shares will become the sole property of such Outside Director. At that time, the
Company shall report as ordinary income to the Outside Director the amount of the fair market value
of the stock on the date of distribution.




7. Amendment and Termination. This Plan may be amended or terminated by the Board at any time
provided, however, that any such amendment or termination shall not affect the rights of an Outside
Director with respect to Shares he or she is already entitled to receive.




8. Miscellaneous.





     (a) Nothing contained herein shall entitle an Outside Director to continue in office nor limit
the authority of the Board to recommend that any Outside Director not be re-elected to the Board.



     (b) Neither Shares nor interests in the custody account may be sold, transferred, assigned,
pledged, or alienated during the term of the respective Outside Director’s tenure. Subject to the
provisions of Subsection (d)



 









 






of this section, the payment of Shares to the Outside Director hereunder shall be made from
assets which shall continue for all purposes, to be a part of the general, unrestricted assets of
the Company; no person shall have any interest in any such assets by virtue of the provisions of
this Plan. The Company’s obligation hereunder shall be an unfunded and unsecured promise to pay
money in the future. To the extent that any person acquires a right to seek payment from the
Company under the provisions hereof, such right shall be no greater than the right of any unsecured
general creditor of the Company; no such person shall have nor acquire any legal or equitable
right, interest or claim in or to any property or assets of the Company.



     (c) Notwithstanding the preceding subsection, each Outside Director shall have the right to
designate beneficiaries who are to succeed to his or her Shares. The beneficiary of said Shares
may, with the consent of the Company, be designated in the name of a personal revocable trust
established by such Outside Director; provided however, that all of the terms of this Plan shall be
binding upon the trustee of any such trust.



     (d) The Company shall not be required to issue or deliver a certificate for Shares
distributable pursuant to this Plan unless the issuance of such certificate complies with all
applicable legal requirements including, without limitation, compliance with the provisions of
applicable state securities laws, the Securities Act of 1933, as amended and in effect from time to
time or any successor statute, the Securities and Exchange Act of 1934 and the requirements of the
exchanges, if any, on which the Shares may, at the time, be listed.



     (e) The Plan shall be construed and administered in accordance with the laws of the State of
Delaware.



9. Effective Date and Term of the Plan. The Plan amended and restated as of January 27, 2005; and
approved by the Company stockholders, as required by law, at the 2005 annual meeting of
stockholders on April 28, 2005. This Plan has been further amended and restated as of May 7, 2009.
This Plan shall continue until April 27, 2015, unless it is terminated earlier by the Board.