FURNITURE BRANDS INTERNATIONAL,
INC.
2008 INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
Furniture
Brands International, Inc., a Delaware corporation (the
“Company”), hereby grants to the individual named below
as the “Participant,” Nonqualified Stock Options to
purchase all or any part of the number of shares of Common Stock of
the Company, no par value per share (“Common Stock”),
set forth below. This grant is made on the Grant Date set forth
below (the “Grant Date”) and is being made pursuant to
the Furniture Brands International, Inc. 2008 Incentive Plan. 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 Participant:
Participant’s Social Security Number:
Number of Options Granted:
Option Price per share:
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.
FURNITURE BRANDS INTERNATIONAL,
INC.
2008 INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
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This Agreement
evidences the grant by the Company on the Grant Date to the
Participant, of an option to purchase, in whole or in part, on the
terms provided herein and in the Plan, [___] shares (the
“Option”) of Common Stock at [$___] per share (the
“Option Price”). Unless earlier terminated, this Option
shall expire on [ this date will be seven years from the grant
date ] (the “Expiration Date”).
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It is intended
that the Option evidenced by this Agreement shall not be an
incentive stock option as defined in Section 422 of the Internal
Revenue Code of 1986, as amended, and any regulations promulgated
thereunder (the “Code”). Except as otherwise indicated
by the context, the term “Participant,” as used in this
Option, shall be deemed to include any person who acquires the
right to exercise this Option validly under its terms.
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“Cause,” “Change in
Control,” “Disability,” “Fair Market
Value” and “Retirement” shall have the meaning
assigned to such terms in Appendix A to this
Agreement.
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This Option
will vest [ Insert Vesting Terms ].
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Each election
to exercise this Option shall be in writing, signed by the
Participant, and received by the Company at its principal office,
accompanied by this Agreement, and payment in full of the Option
Price. A Participant may pay the Option Price:
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(i) in cash or
by check, payable to the order of the Company;
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(ii) if the
Common Stock is registered under the Securities and Exchange Act of
1934, as amended (the “Exchange Act”), in Common Stock
which, if acquired from the Company, has been held for at least six
months including by deemed or constructive transfers of shares in
lieu of actual transfer and physical delivery of certificates;
or
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(iii) if the
Common Stock is registered under the Exchange Act, payment in full
of the Option Price need not accompany the written notice of
exercise provided that the notice of exercise directs that the
certificate or certificates for the shares of Common Stock for
which the Option is exercised be delivered to a licensed broker
acceptable to the Company as the agent for the individual
exercising the Option and, at the time such certificate or
certificates are delivered, the broker tenders to the Company cash
(or cash equivalents acceptable to the Company) equal to the Option
Price for the shares of Common Stock purchased pursuant to the
exercise of the Option plus the amount (if any) of required
withholding taxes. Executive Officers and Directors of
the
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Company will
not be permitted to use the cashless method of exercise described
in this paragraph without the express prior consent of the
Company.
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The date of
exercise shall be the date the written notice and the Option Price
actually are received by the Company or its designee, regardless of
the means of delivery.
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The right of
exercise shall be cumulative so that to the extent the Option is
not exercised in any period to the maximum extent permissible it
shall continue to be exercisable, in whole or in part, with respect
to all shares underlying the Option which have vested until the
earlier of the Expiration Date or the termination of this Option
under this Agreement or the Plan.
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Notwithstanding
the vesting set forth above, upon the occurrence of a Change in
Control of the Company, all of the Shares that (but for the
application of this clause) are not vested at the time of the
occurrence of such Change in Control event shall vest and shall
become immediately exercisable.
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This Option may
not be sold, assigned, transferred, pledged or otherwise encumbered
by the Participant, either voluntarily or by operation of law,
except by will or the laws of descent and distribution, and, during
the lifetime of the Participant, this Option shall be exercisable
only by the Participant.
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Termination
of Employment
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(a) In the event that the
Participant’s employment terminates due to the
Participant’s death, Disability or Retirement, the unvested
portion of the Option will terminate and be forfeited, and the
vested portion may be exercised until the earlier of (i) the
third anniversary of the Participant’s death, Disability or
Retirement, and (ii) the Expiration Date.
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(b) In the event that the Company
terminates the Participant’s employment for Cause at any
time, this Option will automatically terminate and all unexercised
vested and unvested shares underlying the Option will be forfeited
and will not be exercisable as of the date of such
termination.
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(c) If the Participant’s
employment with the Company is terminated for any other reason,
this Option will automatically terminate, any unvested shares
underlying the Option will be forfeited and any vested shares may
be exercised no later than the earlier of (i) the 90 days
after the date of termination of the Participant’s
employment, and (ii) the Expiration Date.
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If, at any
time, within one year after the Participant exercises the Option
(the “Realization Event”), the Committee (as defined in
the Plan) determines in its discretion that the Company has been
materially harmed by the Participant, whether such harm
(a) results in the Participant’s termination or deemed
termination of employment for
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Cause or
(b) results from any activity of the Participant 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 interests of the Company), then any gain re
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