exv10w3






Exhibit 10.3




FURNITURE BRANDS INTERNATIONAL, INC.

2010 OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT



Furniture Brands International, Inc., a Delaware corporation (the “Company”), hereby grants
restricted stock units relating to its shares of common stock, no par value (the “Stock”),
to the individual named below as the Grantee, subject to the vesting conditions set forth in the
attachment. Additional terms and conditions of the grant 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 Grantee:                                         



Grantee’s Employee Identification Number:                     -                    -                    



Number of Restricted Stock Units (RSUs) 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 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 UNIT AGREEMENT




	 	 	 

	Restricted Stock Unit 

Transferability

	 	This grant is an award of stock units in
the number of units set forth on the cover
sheet, subject to the vesting conditions
described below (“Restricted Stock
Units”). Your Restricted Stock Units may
not be transferred, assigned, pledged or
hypothecated, whether by operation of law
or otherwise, nor may the Restricted Stock
Units 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

	 	Your Restricted Stock Unit grant shall
vest as follows commencing on [Vesting
Start Date] provided you are in Service on
the Vesting Date and meet the applicable
vesting requirements set forth below. No
additional Stock Units will vest after your
Service has terminated for any reason.






	 	 	 	 	 

	 

	 	Vesting Date
	 	Number of RSUs that vest, as
a fraction of the number of RSUs granted






	 	 	 

	 

	 	[Insert Vesting Dates]
	 
	 	 
	Delivery of Shares

	 	Delivery of vested shares of Stock will be
made within three (3) days of the
applicable Vesting Date; provided, that,
if such Vesting Date occurs during a
period in which you are (i) subject to a
lock-up agreement restricting your ability
to sell Stock in the open market or (ii)
are restricted from selling Stock in the
open market because a trading window is
not available, delivery of such vested
shares will be delayed until the date
immediately following the expiration of
the lock-up agreement or the opening of a
trading window but in no event beyond 21/2
months after the end of the calendar year
in which the shares would have been
otherwise delivered; 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






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	 	than the number of shares covered
by this grant.
	 
	 	 
	Forfeiture of Unvested Units

	 	In the event that your Service terminates
for any reason, you will forfeit to the
Company all of the Restricted Stock Units
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 Disability, then you will forfeit
to the Company all of the Restricted Stock
Units 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.
	 
	 	 
	Withholding Taxes

	 	You agree, as a condition of this grant,
that you will make acceptable
arrangements, which must be consistent
with and permitted by the rules and
regulations established by the Company and
the plan administrator, to pay any
withholding or other taxes that may be due
as a result of vesting in Restricted Stock
Units or your acquisition of Stock under
this grant. In the event that the Company
determines that any withholding payment is
required relating to this grant under
Applicable Laws, the Company will have the
right to: (i) require that you arrange
such payments to the Company, (ii)
withhold such amount from other payments
due to you from the Company or any
Affiliate or (iii) cause an immediate
forfeiture of shares of Stock subject to
the Restricted Stock Units granted
pursuant to this Agreement in an amount
equal to the withholding or other taxes
due. In addition, in the Company’s sole
discretion and consistent with the
Company’s rules and regulations, the
Company may permit you to pay the
withholding or other taxes due as a result
of the vesting of your Restricted Stock
Units by






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	 	delivery (on a form acceptable to
the Board) of an irrevocable direction to
a licensed securities broker selected by
the Company to sell shares of Stock and to
deliver all or part of the sales proceeds
to the Company in payment of the
withholding taxes.
	 
	 	 
	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 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 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






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	 	time and for any reason.
	 
	 	 
	Shareholder Rights

	 	You do not have any of the rights of a
shareholder with respect to the Restricted
Stock Units unless and until the Stock
relating to the Restricted Stock Units has
been transferred to you. In the event of
a cash dividend on outstanding Stock, you
will be entitled to receive a cash payment
for each Restricted Stock Unit. The
Company may in its sole discretion require
that dividends will be reinvested in
additional stock units at Fair Market
Value on the dividend payment date,
subject to vesting and delivered at the
same time as the Restricted Stock Unit.
Notwithstanding the foregoing, any
dividends paid on Restricted Stock Units,
which vest solely based on pre-established
performance goals, shall be reinvested in
additional stock units at Fair Market
Value on the dividend payment date,
subject to vesting and delivered at the
same time as the Restricted Stock Units.
	 
	 	 
	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 Units, and with
respect to those shares of Restricted
Stock Units 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 Stock) due
to the vesting of such shares of
Restricted Stock Units.
	 
	 	 
	 

	 	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
Units 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
Units 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






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	 	addition,
the Stock issued in respect of Restricted
Stock Units 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 Units.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a stock
dividend or a similar change in the Stock,
the number of Restricted Stock Units
covered by this grant will be adjusted
(and rounded down to the nearest whole
number) in accordance with the terms of
the Plan. Your Restricted Stock Units
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.
	 
	 	 
	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 these Restricted Stock Units,
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 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
receive, the Company would be pleased to
provide copies.






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	 	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.
	 
	 	 
	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 Units. Any prior agreements,
commitments or negotiations concerning
this grant are superseded.





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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