exv10w6






Exhibit 10.6




Grant No.: _______




FURNITURE BRANDS INTERNATIONAL, INC.

2010 OMNIBUS INCENTIVE PLAN




PERFORMANCE SHARE AGREEMENT



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


Grant Date:                                         , 2010



Name of Grantee:                  
          
          
          
          
          
                       



Grantee’s Social Security Number: ___-___-___





	 	 	Target Number of Performance Shares:                     






	 	 	Maximum Number of Performance Shares:                     





     Vesting Date:                                                   



     By signing this cover sheet, you agree to all of the terms and conditions described in the
attached 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 be or appear to be inconsistent.



	 	 	 	 	 	 	 	 	 

	Grantee:
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 	 	 
	Company:

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Signature)	 	 
	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 

	 	 





Attachment




This is neither a stock certificate nor a negotiable instrument.








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FURNITURE BRANDS INTERNATIONAL, INC.

2010 OMNIBUS INCENTIVE PLAN




PERFORMANCE SHARE AGREEMENT



	 	 	 

	Award of Performance Shares Issuable
upon Achievement of Performance
Criteria

	 	This grant is an award of
performance shares (the
“Performance Shares”) entitling
the Grantee hereof to the number
of shares of Common Stock to be
determined as set forth below.
	 
	 	 
	 

	 	The number of shares of Common
Stock, if any, that may be issued
pursuant to the terms of this
Agreement shall be calculated
based on the attainment of
specified performance goals, as
set forth on the attached Exhibit
A, as of [Insert Ending
Performance Date] (the
“Calculation Date”).* The maximum
number of shares of Common Stock
that may be issued to you
hereunder is the Maximum Number of
Performance Shares on the cover
sheet, which number has been
determined by multiplying your
Target Number of Performance
Shares from the cover sheet by
200%.
	 
	 	 
	Nontransferability and Forfeiture

	 	Your Performance Shares granted
hereby may not be transferred,
assigned, pledged or hypothecated,
whether by operation of law or
otherwise, nor may your
Performance Shares be made subject
to execution, attachment or
similar process. If your service
terminates for any reason prior to
the Calculation Date, you will
forfeit your Performance Shares
and not have any right to receive
any Common Stock in respect of
this award of Performance Shares.
	 
	 	 
	Issuance of Common Stock

	 	The Performance Shares awarded
hereby are evidenced solely by
this Agreement and the cover
sheet. The Company will issue any
Common Stock earned pursuant
hereto in your name as of the
Calculation Date upon
certification by the Human
Resources Committee as set forth
on Exhibit A.
	 
	 	 
	Book Entry Restrictions

	 	Any Common Stock issued hereunder
may be issued in book entry form.
In such event, the Company shall
cause the transfer agent for the
shares of its Common Stock to make
a book entry record showing
ownership for the shares of Common
Stock in your name subject to the
terms and conditions of this
Agreement. The Company shall issue
or cause to be issued to you an
account statement acknowledging
your ownership of the shares of
such Common Stock.
	 
	 	 





 









 






	 	 	 

	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
grant of the Performance Shares,
your acquisition of Common Stock
under this grant, or the payment
to you of any dividends hereunder.
In the event that the Company
determines that any federal,
state, local or foreign tax or
withholding payment is required
relating to this grant, the
Company will have the right, in
its sole discretion, to: (1)
require that you arrange such
payments to the Company or (2)
withhold such amounts from other
payments due to you from the
Company or any affiliate including
by an immediate forfeiture of
shares of Common Stock subject to
the Performance Shares granted
pursuant to this Agreement in an
amount equal to the withholding or
other taxes due.
	 
	 	 
	Forfeiture Rights

	 	If you should take actions to
materially harm the Company,
including if such harm results
from your competition with the
Company or otherwise, the Company
shall have the right to cause a
forfeiture of your Performance
Shares, and, with respect to any
shares of Common Stock issued in
connection with those Performance
Shares during the period
commencing twelve (12) months
prior to your termination of
Service with the Company due to
taking such actions to materially
harm the Company, the right to
cause a forfeiture of any gain
realized by you (including the
shares of Common Stock) due to the
issuance of such shares of Common
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 Common
Stock in respect of your
Performance Shares 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 Common Stock were
issued to you in respect of your
Performance Shares 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 Common
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 Common Stock so
acquired. In addition, the Common
Stock issued in respect of
Performance Shares and any gains
resulting from the sale of such
Common Stock, shall be subject to
forfeiture in accordance with the
Company’s standard policies






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	 	relating to such forfeitures and
clawbacks, as such policies are in
effect at the time of grant of the
Performance Shares.
	 
	 	 
	Retention Rights

	 	This Agreement does not give you
the right to be retained 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, or your estate or heirs, do
not have any of the rights of a
stockholder of the Company,
including, without limitation, the
right to vote or receive dividends
declared or paid on the Common
Stock, unless and until the
Performance Shares granted to you
pursuant to this Agreement are
paid in Common Stock and a
certificate for such shares of
Common Stock has been issued or an
appropriate book entry has been
made.
	 
	 	 
	Adjustments

	 	In the event of any stock
dividend, stock split, change in
the corporate structure affecting
the Common Stock, or any change in
the corporate structure that is
not a Change in Control, the
number or kind of shares covered
by this grant may be adjusted
pursuant to the Plan so that
thereafter, subject to the terms
and conditions of the adjusted
Awards, such Awards shall entitle
the Grantee to receive the kind
and amount of securities or
property or cash receivable upon
any such event by a holder of the
number of Performance Shares that
would have been receivable with
respect to such Award immediately
prior thereto. Your Performance
Shares, as applicable, shall be
subject to the terms of any such
agreement of merger, liquidation
or reorganization in the event the
Company is subject to such
corporate activity.
	 
	 	 
	Change in Control

	 	In the event of a Change in
Control prior to the 18 month
anniversary of the Grant Date, you
will forfeit your Performance
Shares and not have any right to
receive any Common Stock in
respect of this award of
Performance Shares.
	 
	 	 
	 

	 	In the event of a Change in
Control on or after the 18 month
anniversary of the Grant Date, you
will be entitled to receive in
respect of your Performance Shares
a pro rata portion (determined as
of the date of the Change in
Control) of the number of shares
of Common you would have received
had the [Insert performance goals]
been achieved on the Calculation
Date.
	 
	 	 
	Applicable Law

	 	This Agreement will be interpreted
and enforced under the laws of the
State of Delaware, other than any
conflicts or choice of






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	 	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. Certain capitalized
terms used in this Agreement are
defined in the Plan, and have the
meaning set forth in the Plan.
	 
	 	 
	 

	 	This Agreement, the cover page and
the Plan constitute the entire
understanding between you and the
Company regarding this grant of
Performance Shares and any shares
of underlying Common 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
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 the
Company Secretary at [Number] to
request paper copies of these
documents.





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



 




			
	*	 	No shares of Common Stock will be issued until the Human Resources Committee has declared
the performance goals met and declared a payment date. Any payment of shares of
Common Stock hereunder is subject to the sole discretion of the Human Resources Committee to
make partial or no such payment notwithstanding the achievement of the performance goals.





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