exv10w5









Exhibit 10.5




Option No.:                     




FURNITURE BRANDS INTERNATIONAL, INC.

2010 OMNIBUS INCENTIVE PLAN




INCENTIVE STOCK OPTION AGREEMENT



Furniture Brands International, Inc., a Delaware corporation (the “Company”), hereby grants
an option to purchase its shares of common stock, no par value (the “Stock”), to the
optionee named below. The terms and conditions of the option are set forth in this cover sheet, in
the attachment, and in the Company’s 2010 Omnibus Incentive Plan (the “Plan”).



Grant Date:                     , 20                    



Name of Optionee:                                                             



Optionee’s Employee Identification Number:                     -                    -                    



Number of Shares Covered by Option:                     



Option Price per Share: $                    .                    (At least 100% of Fair Market Value)



Vesting Start 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 appear to be inconsistent with the Plan.



	 	 	 	 	 	 	 

	Optionee:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 
	Company:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(Signature)	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 





Attachment




This is not a stock certificate or a negotiable instrument.

















 





FURNITURE BRANDS INTERNATIONAL, INC.

2010 OMNIBUS INCENTIVE PLAN




INCENTIVE STOCK OPTION AGREEMENT




	 	 	 

	Incentive Stock Option

	 	This option is intended to be an
incentive stock option under
Section 422 of the Internal Revenue
Code and will be interpreted
accordingly. If you cease to be an
employee of the Company, its parent
or a Subsidiary (“Employee”) but
continue to provide Service, this
option will be deemed a
nonstatutory stock option three
months after you cease to be an
Employee. In addition, to the
extent that all or part of this
option exceeds the $100,000 rule of
section 422(d) of the Internal
Revenue Code, this option or the
lesser excess part will be deemed
to be a nonstatutory stock option.
	 
	 	 
	Definitions

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

	 	This option is only exercisable
before it expires and then only
with respect to the vested portion
of the option. Subject to the
preceding sentence, you may
exercise this option, in whole or
in part, to purchase a whole number
of vested shares not less than 100
shares, unless the number of shares
purchased is the total number
available for purchase under the
option, by following the procedures
set forth in the Plan and below in
this Agreement.
	 
	 	 
	 

	 	Your right to purchase shares of
Stock under this option vests
[Insert Vesting Schedule]
(“Anniversary Date”), provided you
then continue in Service.
Thereafter, for each such vesting
date that you remain in Service,
the number of shares of Stock which
you may purchase under this option
shall vest [Insert Vesting
Schedule]. The resulting aggregate
number of vested shares will be
rounded to the nearest whole
number, and you cannot vest in more
than the number of shares covered
by this option.
	 
	 	 
	 

	 	No additional shares of Stock will
vest after your Service has
terminated for any reason.
	 
	Term

	 	Your option will expire in any
event at the close of business at
Company headquarters on the day
before the 10th anniversary of the
Grant Date, as shown on the cover
sheet. Your option will expire
earlier if your Service terminates,
as described below.
	 
	 	 
	Regular Termination

	 	If your Service terminates for any
reason, other than death,
Disability or Cause, then your
option will expire at the close of
business at Company headquarters on
the 90th day after your termination
date.






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	Termination for 

Cause

	 	If your Service is terminated for
Cause, then you shall immediately
forfeit all rights to your option
and the option shall immediately
expire.
	 
	 	 
	Death

	 	If your Service terminates because
of your death, then your option
will expire at the close of
business at Company headquarters on
the date twelve (12) months after
the date of death. During that
twelve month period, your estate or
heirs may exercise the vested
portion of your option. 




In addition, if you die during the
90-day period described in
connection with a regular
termination (i.e., a termination of
your Service not on account of your
death, Disability or Cause), and a
vested portion of your option has
not yet been exercised, then your
option will instead expire on the
date twelve (12) months after your
termination date. In such a case,
during the period following your
death up to the date twelve (12)
months after your termination date,
your estate or heirs may exercise
the vested portion of your option.
	 
	 	 
	Disability

	 	If your Service terminates because
of your Disability, then your
option will expire at the close of
business at Company headquarters on
the date twelve (12) months after
your termination date.
	 
	 	 
	Leaves of Absence

	 	For purposes of this option, 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.
	 
	 	 
	Notice of Exercise

	 	When you wish to exercise this
option, you must notify the Company
by filing the proper “Notice of
Exercise” form at the address given
on the form. Your notice must
specify how many shares you wish to
purchase (in a parcel of at least
100 shares generally). Your notice
must also specify how your shares
of Stock should be registered (in
your name only or in your and your
spouse’s names as joint tenants
with right of survivorship). The
notice will be effective when it is
received by the Company.






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	 	If someone else wants to exercise
this option after your death, that
person must prove to the Company’s
satisfaction that he or she is
entitled to do so.
	 
	 	 
	Form of Payment

	 	When you submit your notice of
exercise, you must include payment
of the option price for the shares
you are purchasing. Payment may be
made in one (or a combination) of
the following forms:
	 
	 

	 	• Cash, your personal check,
a cashier’s check, a money order or
another cash equivalent acceptable
to the Company.




• Shares of Stock which have
already been owned by you and which
are surrendered to the Company.
The value of the shares, determined
as of the effective date of the
option exercise, will be applied to
the option price.




• By delivery (on a form
prescribed by the Company) of an
irrevocable direction to a licensed
securities broker acceptable to the
Company to sell Stock and to
deliver all or part of the sale
proceeds to the Company in payment
of the aggregate option price and
any withholding taxes.
	 
	 	 
	Withholding Taxes

	 	You will not be allowed to exercise
this option unless you make
acceptable arrangements to pay any
withholding or other taxes that may
be due as a result of the option
exercise or sale of Stock acquired
under this option. In the event
that the Company determines that
any tax or withholding payment is
required relating to the exercise
or sale 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 from the
Company or any Affiliate.
	 
	 	 
	Corporate Transaction

	 	Notwithstanding the vesting
schedule set forth above, upon the
consummation of a Corporate
Transaction, this option will
become 100% vested (i) if it is not
assumed, or equivalent options are
not substituted for the options, 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.
Notwithstanding any other provision
in this Agreement, if assumed or
substituted for, the option will
expire one year after the date of
termination.
	 
	 	 
	 

	 	“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






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	 	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.
	 
	 	 
	Transfer of Option

	 	During your lifetime, only you (or,
in the event of your legal
incapacity or incompetency, your
guardian or legal representative)
may exercise the option. You
cannot transfer or assign this
option. For instance, you may not
sell this option or use it as
security for a loan. If you
attempt to do any of these things,
this option will immediately become
invalid. You may, however, dispose
of this option in your will or it
may be transferred upon your death
by the laws of descent and
distribution. 




Regardless of any marital property
settlement agreement, the Company
is not obligated to honor a notice
of exercise from your spouse, nor
is the Company obligated to
recognize your spouse’s interest in
your option in any other way.
	 
	 	 
	Retention Rights

	 	Neither your option nor this
Agreement 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, have
no rights as a shareholder of the
Company until a certificate for
your option’s shares has been
issued (or an appropriate
book entry has been made). No
adjustments are made for dividends
or other rights if the applicable
record date occurs before your
stock certificate is issued (or an
appropriate






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	 	book entry has been
made), except as described in the
Plan.
	 
	 	 
	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 rights, including, but not
limited to, the right to cause: (i)
a forfeiture of any outstanding
option, and (ii) with respect to
the period commencing twelve (12)
months prior to your termination of
Service with the Company and ending
twelve (12) months following such
termination of Service (A) a
forfeiture of any gain recognized
by you upon the exercise of an
option or (B) a forfeiture of any
Stock acquired by you upon the
exercise of an option (but the
Company will pay you the option
price without interest).
	 
	 	 
	 

	 	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 options that vested
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 options vested 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
the options 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 difference between the
aggregate value of the shares
acquired upon such exercise of the
option at the date of the Board
determination and the aggregate
exercise price you paid. In
addition, the option and gains
resulting from the exercise of the
option, 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
Option.
	 
	 	 
	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 option and the
option price per share shall be
adjusted (and rounded down to the
nearest whole number) if required
pursuant to the Plan. Your option
shall be subject to the terms of
the agreement of merger,
liquidation or reorganization in
the event the Company is subject to
such corporate activity in
accordance with the terms of the
Plan. .
	 
	 	 
	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.






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	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 option. Any prior
agreements, commitments or
negotiations concerning this option
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 option, 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 Optionees, 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 option
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.
	 
	 	 
	Certain Dispositions

	 	If you sell or otherwise dispose of
Stock acquired pursuant to the
exercise of this option sooner than
the one year anniversary of the
date you acquired the Stock, then
you agree to notify the Company in
writing of the date of sale or
disposition, the number of share of
Stock sold or disposed of and the
sale price per share within 30 days
of such sale or disposition.
	 
	 	 
	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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