exv10w1






Exhibit 10.1




FURNITURE BRANDS INTERNATIONAL, INC.




2008 INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT




     Furniture Brands International, Inc., a Delaware corporation (the “Company”), hereby grants
stock units relating to the value of shares of its common stock, no par value (the “Common Stock”),
to the individual named below as the Grantee. The terms and conditions of the grant are set forth
in this Agreement and in the Furniture Brands International, Inc. 2008 Incentive Plan (the “Plan”).



Grant Date:                     , 20___




Name of Grantee:                                   




Grantee’s Social Security Number:                                         




Number of Restricted Stock Units 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 being provided with this Agreement. 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 terms of the Plan.



	 	 	 	 	 
	GRANTEE:

 	 	 
	
 	 	 
	[Name] 	 	 



	 	 	 	 	 
	COMPANY:

 	 	 
	By:  	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 




 









 








FURNITURE BRANDS INTERNATIONAL, INC.

2008 INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT




	 	 	 
	Grant of Stock Units

	 	This grant is an award of stock
units in the number of units set
forth on the cover sheet, subject to
the conditions described below (each
a “Stock Unit,” and collectively the
“Stock Units”). Each Stock Unit
represents the right to receive cash
equal to one, two or three times the
Base Price of the Common Stock.
	 
	 	 
	Definitions

	 	“Base Price,” “Cause,” “Change in
Control,” “Disability,” “Fair Market
Value” and “Retirement” shall have
the meaning assigned to such terms
in Exhibit A to this Stock Unit
Agreement. The total number of Stock
Units under this Stock Unit grant
(as shown on the cover sheet) is
referred to as your “Total Stock
Units.”
	 
	 	 
	Performance Conditions and Retention
Period

	 	The grant of fifty percent (50%) of
the Stock Units (the “First
Tranche”) is conditioned on the Fair
Market Value of the Common Stock
attaining a value of at least two
times Base Price $      for a ten day
trailing average; and the grant of
the second fifty percent (50%) of
the Stock Units (the “Second
Tranche”) is conditioned on the Fair
Market Value of the Common Stock
attaining a value of at least three
times Base Price $      for a ten day
trailing average (referred to herein
as the “Performance Conditions”).
	 
	 	 
	 

	 	If the First Tranche Performance
Conditions are satisfied, then you
will be entitled to a cash
settlement for the First Tranche
immediately on the later to occur of
(i) the date which is two years
following the Grant Date (the “Two
Year Retention Period”), or (ii) the
date on which the First Tranche’s
Performance Conditions are
satisfied; and if the Second Tranche
Performance Conditions are
satisfied, you will be entitled to a
cash settlement for the Second
Tranche immediately on the later to
occur of (i) the date which is three
years following the Grant Date (the
“Three Year Retention Period”), or
(ii) the date on which the Second
Tranche’s Performance Conditions are
satisfied (each a “Settlement
Date”).
	 
	 	 
	 

	 	Any Stock Units that have not met
the Performance Conditions prior to
the fifth anniversary of the Grant
Date shall be forfeited.
	 
	 	 
	Settlement

	 	As soon as administratively feasible
following the applicable Settlement
Date, the Company shall deliver to
you (or to your estate or designated
beneficiary in the event you die and
you would otherwise be entitled to
an award under the terms of this
Agreement) cash equal to $     ,
which is two times Base Price, for
each Stock Unit in the First Tranche
and cash equal to $     , which is
three times Base Price, for each
Stock Unit in the Second Tranche.
	 
	 	 
	Change in Control

	 	Notwithstanding the Performance
Conditions and retention periods set
forth above, upon the occurrence of
a Change in Control, all Stock Units






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	 	that (but for the application of
this clause) have not been settled
with cash at the time of the
occurrence of such Change in Control
event shall vest, and each Stock
Unit shall represent the right to
receive cash equal to: (i) the Base
Price if prior to the Change in
Control the Performance Conditions
for both the First Tranche and the
Second Tranche were not met; (ii)
$     , or two times the Base Price,
if prior to the Change in Control
the Performance Conditions of the
First Tranche were met, but the
Performance Conditions of the Second
Tranche were not met; or (iii)
$     , or two times Base Price, for
each Stock Unit in the First Tranche
and $     , or three times Base
Price, for each Stock Unit in the
Second Tranche, if prior to the
Change in Control the Performance
Conditions of the Second Tranche
were met.
	 
	 	 
	Stock Unit Transferability

	 	Your Stock Units may not be sold,
assigned, transferred, pledged or
otherwise encumbered, either
voluntarily or by operation of law,
except by will or the laws of
descent and distribution.
	 
	 	 
	Termination of Employment

	 	(a) In the event that your
employment with the Company
terminates for any reason prior to
both the Performance Conditions and
the applicable retention periods
being satisfied, then all Stock
Units that have not been settled as
of the date of such termination
shall be forfeited.
	 
	 	 
	 

	 	(b) In the event that the Company
terminates your employment without
Cause or your employment terminates
due to your death, Disability
or Retirement prior to the
settlement of the Stock Units, and
settlement did not occur solely due
to the failure to attain the
applicable Performance Conditions,
then such Stock Units that have
satisfied the applicable retention
periods shall vest and you (or your
estate or designated beneficiary)
will receive a cash payment equal to
the Base Price of each Stock Unit;
and if settlement of such Stock
Units did not occur solely due to
the failure to attain the applicable
retention period, then such Stock
Units that have satisfied the
applicable Performance Conditions
shall vest and you (or your estate
or designated beneficiary) will
receive a cash payment equal to the
payment you would have received for
each Stock Unit had the applicable
retention period occurred.
	 
	 	 
	 

	 	(c) In the event that your
employment with the Company
terminates for Cause or you
voluntarily terminate your
employment with the Company prior to
the settlement of the Stock Units,
all Stock Units that have not been
settled shall be forfeited.
	 
	 	 
	Right of Recapture

	 	If, at any time, within one year
after the Settlement Date of the
Stock Units (the “Realization
Event”), the Committee determines in
its discretion that the Company has
been materially harmed by you,
whether such harm (a) results in
your termination or deemed
termination of employment for Cause
or (b) results from any activity of
yours determined by the Committee to
be in competition with any activity
of the Company, or otherwise
prejudicial, contrary or harmful to
the interests of the Company
(including, but not limited to,
accepting employment with or serving
as a consultant, adviser or in any
other capacity to an entity that is
in competition with or acting
against the






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	 	interests of the
Company), then any gain realized by
you from the Stock Units and the
receipt of cash pursuant to this
Agreement shall be paid by you to
the Company upon notice from the
Company. Such gain shall be
determined as of the date of the
Realization Event, without regard to
any subsequent change in the Fair
Market Value of shares of the
Company’s Common Stock. To the
extent allowed by applicable law,
the Company shall have the right to
offset such gain against any amounts
otherwise owed to you by the Company
(whether as wages, vacation pay, or
pursuant to any benefit plan or
other compensatory arrangement).
	 
	 	 
	No Rights as Stockholder

	 	You do not have any of the rights of
a shareholder with respect to the
Stock Units, including rights to
vote or dividends.
	 
	 	 
	Withholding

	 	The Company may require you to remit
to it, or may withhold from the
award or from other compensation
owed to you, an amount sufficient to
satisfy any applicable federal,
state, local tax, employment, FICA
or other mandated withholding
requirements in regard to the award
in the year or years the award
becomes taxable to you.
	 
	 	 
	Retention Rights

	 	This Agreement does not give you the
right to be retained or employed by
the Company or any subsidiaries in
any capacity.
	 
	 	 
	Adjustments

	 	In the event of any stock dividend,
stock split, combination or exchange
of shares, reorganization, partial
or complete liquidation or other
distribution of assets (other than a
normal cash dividend),
recapitalization or other change in
the capital structure of the
Company, or other corporate
transaction, the number of Stock
Units covered by this grant will be
adjusted by the Committee 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.
	 
	 	 
	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. Please
contact the Plan Administrator to
request paper copies of these
documents.
	 
	 	 
	Deferral of Compensation

	 	To the extent that Stock Units vest
pursuant to this Agreement due to a
Change in Control or your Death,
disability, Retirement or
termination without Cause and your
right to receive payment of such
vested Stock Units constitutes a
“deferral of compensation” within
the meaning of Section 409A of the
Internal Revenue Code of 1986, as
amended (the “Code”), then payment
of such Stock Units shall be subject
to the






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	 	following rules: (i) the
Stock Units will be paid to you
within 30 days after the earlier of
(a) your “separation from service”
within the meaning of Section 409A
of the Code, and (b) the Settlement
Date; (ii) notwithstanding the
foregoing, if the Stock Units become
payable as a result of your
“separation from service” within the
meaning of Section 409A of the Code
(other than as a result of death),
and you are a “specified employee”
as determined under the Company’s
policy for determining specified
employees on the date of separation
from service, the Stock Units shall
be paid on the first business day
after the date that is six months
following your “separation from
service” within the meaning of
Section 409A of the Code; and (iii)
the Company may, in its sole
discretion and to the extent
permitted by Treasury Regulation §
1.409A-3(j)(4)(ix)(B), terminate
this Agreement and pay all
outstanding Stock Units to you
within 30 days before or 12 months
after a “change in the ownership,” a
“change in the effective control” or
a “change in the ownership of a
substantial portion of the assets”
of the Company within the meaning of
Section 409A of the Code.
	 
	 	 
	Amendments

	 	No amendment to this Stock Unit
Agreement may impair your rights
under this Stock Unit Agreement
without your consent.
	 
	 	 
	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 Stock Units. Any prior
agreements, commitments or
negotiations concerning this grant
are superseded. The Plan will
control in the event any provision
of this Agreement should appear to
be inconsistent with the terms of
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



1. For the purpose of this Stock Unit Agreement, “Base Price” shall mean $___, which is the average
of the thirty day closing price of the Company’s Common Stock as reported on the New York Stock
Exchange immediately prior to the Grant Date.



2. For the purpose of this Stock Unit Agreement, “Cause” shall mean (a) your conviction of any
crime (whether or not involving the Company) constituting a felony in the jurisdiction involved;
(b) your conduct related to your employment for which either criminal or civil penalties against
you or the Company may be sought; (c) material violation of the Company’s policies, including the
disclosure or misuse of confidential information, or those set forth in Company manuals or
statements of policy; or (d) serious neglect or misconduct in the performance of your duties for
the Company or willful or repeated failure or refusal to perform such duties. Any rights the
Company may have in respect of the events giving rise to Cause shall be in addition to the rights
the Company may have under any other agreement with you or at law or in equity. Any determination
of whether your employment is (or is deemed to have been) terminated for Cause shall be made by the
Committee in its sole discretion, which determination shall be final and binding on all parties.
If, subsequent to your termination of employment (whether voluntary or involuntary) without Cause,
it is discovered that your employment could have been terminated for Cause, your employment shall
be deemed to have been terminated for Cause. Your termination of employment for Cause shall be
effective as of the date of the occurrence of the event giving rise to Cause, regardless of when
the determination of Cause is made.



3. For the purpose of this Stock Unit Agreement, “Change in Control” means the first to occur of
any of the following events:





	 	i.	 	any person is or becomes the beneficial owner, directly or indirectly, of securities
of the Company (not including the securities beneficially owned by
such person or any
securities acquired directly from the Company or its affiliates, other than in connection
with the acquisition by the Company or its affiliates of a business) representing 35% or
more of either the then outstanding shares of common stock of the Company or the combined
voting power of the Company’s then outstanding securities; or
	 
	 	ii.	 	the majority of the members of the Board is replaced during any 12-month period by
directors whose appointment or election is not endorsed by a majority of the members of
the Board prior to the date of the appointment or election; or
	 
	 	iii.	 	the consummation of a merger or consolidation of the Company with any other entity,
other than (a) a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting securities of
the surviving entity or any parent thereof), in combination with the ownership of any
trustee or other fiduciary holding securities under an employee benefit plan of the
Company, 60% or more of the combined voting power of the voting securities of the Company
or such surviving entity or any parent thereof outstanding immediately after such merger
or consolidation, or (b) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no person is or becomes
the beneficial owner, directly or indirectly, of securities of the Company (not including
in the securities beneficially owned by such person any securities acquired directly from
the Company or its affiliates, other than in connection with the acquisition by the
Company or its affiliates of a business) representing 50% or more of either the then
outstanding shares




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	 	 	 	of common stock of the Company or the combined voting power of the Company’s then outstanding
securities; or
	 
	 	iv.	 	the stockholders of the Company approve a plan of complete liquidation or dissolution
of the Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets, other than a sale or disposition by the Company
of all or substantially all of the Company’s assets to an entity, 60% or more of the
combined voting power of the voting securities of which is owned by persons in
substantially the same proportions as their ownership of the Company immediately prior to
such sale.





     Notwithstanding the foregoing, no “Change in Control” shall be deemed to have occurred if
there is consummated any transaction or series of integrated transactions immediately following
which the record holders of the common stock of the Company immediately prior to such transaction
or series of transactions continue to have substantially the same proportionate ownership in an
entity which owns all or substantially all of the assets of the Company immediately following such
transaction or series of transactions.



     For purposes of this definition, “beneficial ownership” shall be determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as amended.


4. For the purpose of this Stock Unit Agreement, “Disability” shall mean you are permanently and
totally disabled and unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to result in death or
which has lasted or can be expected to last for a continuous period of twelve months. The
existence of a Disability shall be determined by the Committee in its sole discretion.



5. For purposes of this Stock Unit Agreement, “Fair Market Value” shall mean the closing price for
the shares of the Company’s common stock, no par value, reported on the New York Stock Exchange for
the relevant date, or if there were no sales on such date, the closing price for the nearest
following date.



6. For the purpose of this Stock Unit Agreement, “Retirement” shall mean your termination of
employment on or after attaining age 55 and completing 5 years of service with the Company.





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