exv10w2






Exhibit 10.2




Grant No.:                     




FURNITURE BRANDS INTERNATIONAL, INC.

2010 OMNIBUS INCENTIVE PLAN


RESTRICTED STOCK AGREEMENT



Furniture Brands International, Inc., a Delaware corporation (the “Company”), hereby grants
its shares of common stock, no par value (the “Stock”), to the Grantee named below, subject
to the vesting conditions set forth in the attachment. Additional terms and conditions of the
grant are set forth in this cover sheet and in the attachment (collectively, the
“Agreement”) and in the Company’s 2010 Omnibus Incentive Plan (the “Plan”).



Grant Date:                     ___,                     



Name of Grantee:                                         



Grantee’s Employee Identification Number: ___-___-___



Number of Shares of Stock Covered by Grant:                     



Purchase Price per Share of Stock: $___.___




     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 also attached. 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 Plan.



	 	 	 	 	 

	Grantee:
	 	 	 	 
	 

	 	 

(Signature)
	 	 
	 
	 	 	 	 
	Company:
	 	 	 	 
	 

	 	 

(Signature)
	 	 
	 
	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 





Attachment




          This is not a stock certificate or a negotiable instrument.






 









 








FURNITURE BRANDS INTERNATIONAL, INC.

2010 OMNIBUS INCENTIVE PLAN


RESTRICTED STOCK AGREEMENT




	 	 	 

	Restricted Stock/

Nontransferability

	 	This grant is an award of Stock in
the number of shares set forth on
the cover sheet, at the purchase
price set forth on the cover sheet,
and subject to the vesting
conditions described below
(“Restricted Stock”). The purchase
price is deemed paid by your prior
services to the Company. 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

	 	Capitalized terms not defined in
this Agreement are defined in the
Plan, and have the meaning set
forth in the Plan.
	 
	 	 
	Vesting

	 	The Company will issue your
Restricted Stock in your name as of
the Grant Date. 




Your right to the Stock under this
Restricted Stock Agreement vests
[insert vesting schedule] (each an
“Anniversary Date”), provided you
then continue in Service. If,
however, such Anniversary Date
occurs during a period in which you
are (i) subject to a lock-up
agreement restricting your ability
to sell shares of Stock in the open
market or (ii) restricted from
selling shares of Stock in the open
market because you are not then
eligible to sell under the
Company’s insider trading or
similar plan as then in effect
(whether because a trading window
is not open or you are otherwise
restricted from trading), vesting
in such shares of Stock will be
delayed until the earlier of (A)
the first date on which you are no
longer prohibited from selling
shares of Stock due to a lock-up
agreement or insider trading plan
restriction (the “Vesting Date”),
and (B) the date of the termination
of employment of termination due to
involuntary termination by the
Company or your death or
Disability, but in no event beyond
2 1/2 months after the end of the
year in which the shares would have
otherwise been vested, and
provided, further, that you have
been continuously in Service to the
Company or a Subsidiary from the
Grant Date until the Vesting Date.
The resulting aggregate number of
vested shares of Stock will be
rounded to the nearest whole
number, and you cannot vest in more
than the number of shares covered
by this grant.
	 
	 	 
	 

	 	No additional shares of Stock will
vest after your Service has






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	 	terminated for any reason.
	 
	Forfeiture of Unvested
Stock

	 	In the event that your Service
terminates for any reason, you will
forfeit to the Company all of the
shares of Stock subject to this
grant that have not yet vested or
with respect to which all
applicable restrictions and
conditions have not lapsed.
	 
	 	 
	Death or Disability

	 	If your Service terminates because
of your death or your Disability,
then you will forfeit to the
Company all of the shares of Stock
subject to this grant that have not
yet vested or with respect to which
all applicable restrictions and
conditions have not lapsed.
	 
	 	 
	Leaves of Absence

	 	For purposes of this award, your
Service does not terminate when you
go on a bona fide employee leave of
absence that was approved by the
Company in writing, if the terms of
the leave provide for continued
Service crediting, or when
continued Service crediting is
required by applicable law.
However, your Service will be
treated as terminating 90 days
after you went on employee leave,
unless your right to return to
active work is guaranteed by law or
by a contract. Your Service
terminates in any event when the
approved leave ends unless you
immediately return to active
employee work.
	 
	 	 
	 

	 	The Company determines, in its sole
discretion, which leaves count for
this purpose, and when your Service
terminates for all purposes under
the Plan.
	 
	 	 
	Issuance

	 	The issuance of the Stock under
this grant shall be evidenced in
such a manner as the Company, in
its discretion, will deem
appropriate, including, without
limitation, book-entry,
registration or issuance of one or
more Stock certificates, with any
unvested Restricted Stock bearing a
legend with the appropriate
restrictions imposed by this
Agreement. As your interest in the
Stock vests as described above, the
recordation of the number of shares
of Restricted Stock attributable to
you will be appropriately modified.
	 
	 	 
	Withholding Taxes

	 	You agree, as a condition of this
grant, that you will make
acceptable arrangements to pay any
withholding or other taxes that may
be due as a result of the payment
of dividends or the vesting of
Stock acquired under this grant.
In the event that the Company
determines that any tax or
withholding payment is required
relating to the payment of
dividends or the vesting of shares
arising from this grant under
Applicable Laws, the Company shall
have the right to require such
payments from you, or withhold such
amounts from other payments due to
you






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	 	from the Company or any
Affiliate. Subject to the prior
approval of the Company, which may
be withheld by the Company, in its
sole discretion, you may elect to
satisfy this withholding
obligation, in whole or in part, by
causing the Company to withhold
shares of Stock otherwise issuable
to you or by delivering to the
Company shares of Stock already
owned by you. The shares of Stock
so delivered or withheld must have
an aggregate Fair Market Value
equal to the withholding obligation
and may not be subject to any
repurchase, forfeiture, unfulfilled
vesting, or other similar
requirements.
	 
	 	 
	Section 83(b)
Election

	 	If you are U.S. Grantee, 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 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 as to unvested Stock
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 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 A
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.
	 
	 	 
	Corporate Transaction

	 	Notwithstanding the vesting
schedule set forth above, upon the
consummation of a Corporate
Transaction, this award will become
100% vested (i) if it is not
assumed, or equivalent






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	 	awards are
not substituted for the award, by
the Company or its successor, or
(ii) if assumed or substituted for,
upon your Involuntary Termination
within the 12-month period
following the consummation of the
Corporate Transaction.
	 
	 	 
	 

	 	“Involuntary Termination” means
termination of your Service by
reason of (i) your involuntary
dismissal by the Company or its
successor for reasons other than
Cause; or (ii) your voluntary
resignation for Good Reason as
defined in any applicable
employment or severance agreement,
plan, or arrangement between you
and the Company, or if none, then
as set forth in the Plan following
(x) a substantial adverse
alteration in your title or
responsibilities from those in
effect immediately prior to the
Corporate Transaction; (y) a
reduction in your annual base
salary as of immediately prior to
the Corporate Transaction (or as
the same may be increased from time
to time) or a material reduction in
your annual target bonus
opportunity as of immediately prior
to the Corporate Transaction; or
(z) the relocation of your
principal place of employment to a
location more than 50 miles from
your principal place of employment
as of the Corporate Transaction or
the Company’s requiring you to be
based anywhere other than such
principal place of employment (or
permitted relocation thereof)
except for required travel on the
Company’s business to an extent
substantially consistent with your
business travel obligations as of
immediately prior to the Corporate
Transaction. To qualify as an
“Involuntary Termination” you must
provide notice to the Company of
any of the foregoing occurrences
within 90 days of the initial
occurrence and the Company shall
have 30 days to remedy such
occurrence.
	 
	 	 
	Retention Rights

	 	This Agreement does not give you
the right to be retained or
employed by the Company (or any
parent, Subsidiaries or Affiliates)
in any capacity. The Company (and
any parent, Subsidiaries or
Affiliates) reserves the right to
terminate your Service at any time
and for any reason.
	 
	 	 
	Shareholder Rights

	 	You have the right to vote the
Restricted Stock and to receive any
dividends declared or paid on such
stock. 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






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	 	conditions and
restrictions applicable thereto.
Notwithstanding the foregoing, any
dividends paid on Restricted Stock,
which vests solely based on
pre-established performance goals,
shall be reinvested in shares of
Stock and shall be deemed to be a
part of the shares of Restricted
Stock and subject to the same
conditions and restrictions
applicable thereto. Except as
described in the Plan, no
adjustments are made for dividends
or other rights if the applicable
record date occurs before your
stock certificate is issued.
	 
	 	 
	Forfeiture of Rights

	 	If you should take actions to
materially harm the Company whether
such harm results from your
competition with the Company or
otherwise, the Company shall have
the right to cause a forfeiture of
your unvested Restricted Stock, and
with respect to those shares of
Restricted Stock vesting during the
period commencing twelve (12)
months prior to your termination of
Service with the Company due to
taking actions that materially
harmed the Company, the right to
cause a forfeiture of any gain
realized by you (including the
shares of Restricted Stock) due to
the vesting of such Restricted
Stock.
	 
	 	 
	 

	 	If it is ever determined by the
Board that (i) you have engaged in
misconduct that contributed to a
material accounting restatement,
(ii) you have been issued Stock in
respect of your Restricted Stock
within three years following the
date of the first public issuance
or filing with the Securities and
Exchange Commission of the
financial statements that
subsequently required restatement,
and (iii) the shares of Stock were
issued to you in respect of your
Restricted Stock based on the
achievement of pre-established
performance goals that are later
determined, as a result of the
accounting restatement, not to have
been achieved, then the Board shall
have the discretion to determine
whether such Stock shall be
immediately forfeited, in whole or
in part, or whether you shall be
required to pay to the Company an
amount not to exceed the aggregate
value of the shares of Stock so
acquired. In addition, the Stock
issued in respect of Restricted
Stock and any gains resulting from
the sale of such Stock, shall be
subject to forfeiture in accordance
with the Company’s standard
policies relating to such
forfeitures and clawbacks, as such
policies are in effect at the time
of grant of the Restricted Stock.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a
stock dividend or a similar change
in the Stock, the number of shares
covered by this grant may be
adjusted (and rounded down to the
nearest whole number) pursuant to
the Plan. Your Restricted Stock
shall be subject to the terms of
the agreement of merger,
liquidation or






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	 	reorganization in
the event the Company is subject to
such corporate activity in
accordance with the terms of the
Plan.
	 
	 	 
	Legends

	 	All certificates representing the
Stock issued in connection with
this grant shall, where applicable,
have endorsed thereon the following
legend:
	 
	 	 
	 

	 	“THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER SET FORTH
IN AN AGREEMENT BETWEEN THE COMPANY
AND THE REGISTERED HOLDER, OR HIS
OR HER PREDECESSOR IN INTEREST. A
COPY OF SUCH AGREEMENT IS ON FILE
AT THE PRINCIPAL OFFICE OF THE
COMPANY AND WILL BE FURNISHED UPON
WRITTEN REQUEST TO THE SECRETARY OF
THE COMPANY BY THE HOLDER OF RECORD
OF THE SHARES REPRESENTED BY THIS
CERTIFICATE.”

	 
	 	 
	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.
	 
	 	 
	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.
	 
	 	 
	Data Privacy

	 	In order to administer the Plan,
the Company may process personal
data about you. Such data includes
but is not limited to the
information provided in this
Agreement and any changes thereto,
other appropriate personal and
financial data about you such as
home address and business addresses
and other contact information,
payroll information and any other
information that might be deemed
appropriate by the Company to
facilitate the administration of
the Plan.
	 
	 	 
	 

	 	By accepting this grant, you give
explicit consent to the Company to
process any such personal data.
You also give explicit consent to
the Company to transfer any such
personal data outside the country
in which you work or are employed,
including, with respect to non-U.S.
resident Grantees, to the United
States, to transferees who shall
include the Company and






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	 	other
persons who are designated by the
Company to administer the Plan.
	 
	 	 
	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, the Company
would be pleased to provide copies.
Please contact [Name] at [Number]
to request paper copies of these
documents.
	 
	 	 
	Electronic Signature

	 	All references to signatures and
delivery of documents in this
Agreement can be satisfied by
procedures the Company has
established or may establish for an
electronic signature system for
delivery and acceptance of any such
documents, including this
Agreement. Your electronic
signature is the same as, and shall
have the same force and effect as,
your manual signature. Any such
procedures and delivery may be
effected by a third party engaged
by the Company to provide
administrative services related to
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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EXHIBIT A 




U.S. GRANTEE ELECTION UNDER SECTION 83(b) OF

THE INTERNAL REVENUE CODE



          The undersigned U.S. Grantee 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:




                              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 $                    .




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



Dated:                     , 20___




	 	 	 	 	 

	 

	 	 

Taxpayer’s Signature
	 	 
	 
	 	 	 	 
	 

	 	 

Taxpayer’s Printed Name
	 	 






 









 






PROCEDURES FOR U.S. GRANTEE MAKING ELECTION

UNDER INTERNAL REVENUE CODE SECTION 83(b)




          The following procedures must be followed with respect to the attached form for making an
election under Internal Revenue Code section 83(b) in order for the election to be
effective:1




          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.






 




			
	1	 	Whether or not to make the election is your
decision and may create tax consequences for you. You are advised to consult
your tax advisor if you are unsure whether or not to make the election.