Exhibit 10(c)
EMPLOYMENT AGREEMENT
This Employment Agreement is made and entered into as of April
30, 1997 by and between Furniture Brands International, Inc., a
Delaware corporation ("Furniture Brands") and Xxxxxxx X. Xxxxx
("Xxxxx").
In accordance with the authority granted by the Executive
Compensation and Stock Option Committee and the Executive Committee of
the Board of Directors of Furniture Brands on December 17, 1996, and
for good and valuable consideration the parties covenant and agree as
follows:
1. Employment. Furniture Brands agrees to employ Xxxxx during
the period beginning January 1, 1997 and ending December 31, 1999 (the
"Employment Period"), and Xxxxx agrees to serve Furniture Brands as an
employee during the Employment Period, subject to the direction and
control of the Board of Directors of Furniture Brands, all upon the
following terms and conditions:
a. during the Employment Period, Xxxxx will receive a salary
of $1 million per year, which amounts will be payable to his wife or
otherwise to his beneficiaries or to his estate should he die before
the expiration of the Employment Period;
b. during the Employment Period, Xxxxx will also be entitled
to participate in all benefit programs in which he is participating on
the date hereof (except any bonus or other annual incentive plans), or
which might otherwise be made available generally to employees of
Furniture Brands, and to be reimbursed all expenses in accordance with
past practice;
c. the authorization given by the Furniture Brands Board of
Directors on January 26, 1993 to reimburse Xxxxx $50,000 per year for
a second-to-die life insurance policy will be continued for the three-
year Employment Period;
d. Furniture Brands will continue to maintain and pay the
expenses of Furniture Brands' office in New Jersey for a five-year
period after January 1, 1997, and Xxxxx will continue to have the use
of that office; and
e. any amounts being carried by Furniture Brands as deferred
compensation for Xxxxx for past years of service will be paid to Xxxxx
as soon as they become immediately deductible by Furniture Brands as
compensation expense.
The failure of Furniture Brands, without Xxxxx'x consent, to comply
with the terms and conditions of employment as set forth in this
Section 1 shall constitute "Good Reason" for Xxxxx'x termination of
his employment with Furniture Brands.
2. Duties. Xxxxx agrees during the Employment Period to
perform such executive duties for Furniture Brands and for Furniture
Brands' subsidiaries relating to its business as the Furniture Brands
Board of Directors may reasonably direct from time to time.
3. Term. If Xxxxx'x employment with Furniture Brands is
terminated by Furniture Brands prior to December 31, 1999, or if
during such period Xxxxx terminates his employment with Furniture
Brands for Good Reason, then Furniture Brands will, for the period
ending December 31, 1999 continue all payments and benefits called for
in Section 1 hereof.
4. Miscellaneous. This Employment Agreement shall be binding
upon and shall inure to the benefit of Xxxxx'x heirs, executors,
administrators and legal representatives, and shall be binding upon
and inure to the benefit of Furniture Brands and its successors and
assigns. This Agreement shall supersede and stand in place of any and
all other employment agreements between Xxxxx and Furniture Brands or
any of its subsidiaries. This Employment Agreement shall take
effect as of the day and year first above set forth, and its validity,
interpretation, construction and performance shall be governed by the
laws of the State of Missouri.
5. Entire Agreement. This Agreement contains the entire
agreement of the parties with respect to its subject matter, and no
waiver, modification or change of any of its provisions shall be valid
unless in writing and signed by the party against whom such claimed
waiver, modification or change is sought to be enforced.
IN WITNESS WHEREOF, the parties hereto have each executed this
Agreement the date set forth below.
FURNITURE BRANDS INTERNATIONAL, INC.
By: Xxxxxxx X. Xxxxxxxx
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President and Chief Executive Officer
XXXXXXX X. XXXXX
By: Xxxxxxx X. Xxxxx
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