THIRD
AMENDMENT TO THE
FURNITURE BRANDS
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
WHEREAS,
Furniture Brands International, Inc. (“Company”)
previously adopted the Furniture Brands Supplemental Executive
Retirement Plan (Plan”); and
WHEREAS,
the Company reserved the right to amend the Plan pursuant to
Section 7.1 therein; and
WHEREAS,
on March 14, 2008, the Compensation Committee of the Board
approved amending the Plan to provide for both immediate vesting of
accrued benefits and lump sum payments to Plan participants in the
event of a Change in Control, as defined in the Plan.
NOW,
THEREFORE, effective March 14, 2008, the Plan is amended as
follows:
1.
A new Section 1.16 is added as follows:
1.16
“Change in Control” means (i) an acquisition by
the individual or entity of 35% of the outstanding common stock or
voting power of the Company, (ii) a contested change in a
majority of the non-employee directors of the Company, (iii) a
merger, sale, acquisition, or other such transaction where the
shareholders of the Company immediately prior to such transaction
do not own 60% of the outstanding common stock of the Company
immediately following such transaction, or (iv) a complete
dissolution of the Company (excluding bankruptcy).
2.
Section 6.2 of the Plan is deleted in its entirety and
replaced with the following:
6.2 Except
as provided for a Participant under Sections 3.7 or 9.1 of
this Plan, no benefits are payable under this Plan if a participant
terminates employment for any reason prior to a Retirement Date,
excluding terminations due to death or disability,
3.
A new Section 8.3 is added as follows:
8.3
Notwithstanding anything herein to the contrary, only the years of
Service earned by the Participant after December 31, 2005 and
before a Change in Control (or in the case of a complete
dissolution of the Company, the years of Service earned before
shareholder approval of the dissolution) shall be taken into
account pursuant to this Section 8.3 in determining the
Participant’s retirement, death or disability under the
Plan.
