Amendment to Executive Employment Agreement between Furniture Brands International, Inc. and Ralph Scozzafava
This amendment updates the employment agreement between Furniture Brands International, Inc. and executive Ralph Scozzafava. It revises the severance payment calculation to include three times the sum of his base salary and average annual bonus. It also adds a provision granting an additional cash bonus if Scozzafava’s employment ends within six months before a company change in control, based on the value of unvested stock and options. The amendment is effective as of 2008 and is signed by both parties.
Exhibit 10.3
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
WHEREAS, Furniture Brands International, Inc. (Company) and Ralph Scozzafava (Executive) entered into an Executive Employment Agreement effective as of June 18, 2007 (Agreement); and
WHEREAS, the Company and the Executive retained the right to amend the Agreement pursuant to Section 3.10 thereof; and
WHEREAS, the Company and the Executive desire to amend the Agreement;
NOW, THEREFORE, effective as of _____, 2008, the Agreement is amended as follows:
| 1. Section 2.4(b)(i) is deleted and replaced with the following: |
A Severance Payment equal to three, multiplied by the sum of (a) Executives annual Base Salary as of Executives Termination Date; and (b) the average annual bonus paid to Executive under the Companys Short-Term Incentive Plan over the three year period (or such shorter period of time as Executive was eligible for a bonus under such Short-Term Incentive Plan) immediately preceding the year of Executives Termination Date;
| 2. A new Section 2.4(b)(vi) is added to read as follows: |
(vi) Executive has been granted, and may in the future be granted, options to purchase shares of Company stock (Stock Options), as well as shares of restricted Company stock (Restricted Stock Awards). If Executives employment is terminated within six months prior to a Change in Control (within the meaning of the Change in Control Agreements entered into with other Company executives in June, 2007), the Company shall pay to Executive an additional cash bonus equal to the sum of (a) and (b), where (a) equals the fair market value of nonvested shares of stock under the Restricted Stock Awards, and (b) equals the excess of the fair market value of the shares of stock subject to nonexercisable Stock Options, over the option exercise price. For this purpose, fair market vale shall be determined as of the date of Executives termination of employment. Such cash bonus shall be paid on the effective date of the Change of Control.
IN WITNESS WHEREOF, the foregoing Amendment was executed on the __ day of ____, 2008.
| FURNITURE BRANDS INTERNATIONAL, INC. |
| By: _________________________ |
| Name: |
| Title: |
| EXECUTIVE |
| By: _________________________ |
| Name: Ralph Scozzafava |
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