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1 FURNITURE
BRANDS INTERNATIONAL, INC.RESTRICTED
STOCK PLAN FOR OUTSIDE DIRECTORS
AMENDED AND RESTATED
1.
Purpose. The purpose
of this Restricted Stock Plan for Outside Directors (the
“Plan”) is to attract and retain the best qualified
individuals to serve on the Board of Directors (the
“Board”) of Furniture Brands International, Inc. (the
“Company”) and to align their compensation as members
of the Board with the interests of the stockholders of the Company
by partially compensating them with shares of the common stock of
the Company (“Shares”) which are restricted in
accordance with the terms and conditions of this Plan.
2.
Eligibility. Any member
of the Board who is not an employee of the Company or any
subsidiary of the Company (an “Outside Director”) shall
be eligible to participate in the Plan.
3.
Shares. Each
Outside Director who is elected at or who continues in office after
the meeting of the Board held on July 29, 1997, and each
Outside Director who is elected at or who continues in office after
each annual meeting of the stockholders of the Company held after
July 29, 1997 or has been designated by the Board to fill a
vacancy on the Board, shall be entitled to receive an award of
restricted stock units with a value of $55,000, determined as of
the date of the purchase of such Shares, or in such other amounts
as the Board shall from time to time determine; provided however,
that should the Outside Director fail to serve for one year from
that date the restricted stock units shall be forfeited by such
Outside Director. After the end of such one-year period, payment
shall be deferred pursuant to the provisions of this
Plan.
4. Maximum
Number of Shares. The
maximum aggregate number of Shares that may be issued pursuant to
this Plan is 200,000. The maximum number of Shares, as well as any
Shares held in the account pursuant to Section 5 hereof, may
be appropriately and equitably adjusted by the Committee for any
change in the Company’s capital structure resulting from
stock dividends, stock splits, spin-offs, combination or exchange
of shares, reclassification, reorganization, merger, consolidation,
recapitalization and similar matters affecting the Company’s
capital structure. The determination of the Committee shall be
final and conclusive in this regard.
5.
Dividends. Any
dividends declared on the common stock of the Company shall result
in dividend equivalent payments on the restricted
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