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FBI extends CEO Ralph Scozzafava's contract by three years

New agreement takes effect July 1

Furniture Today Staff -- Furniture Today, February 12, 2010

ST. LOUIS — Furniture Brands International has extended the contract of Chairman and CEO Ralph Scozzafava by three years and has amended some of his employment terms, the manufacturer and importer said in a filing with the Securities and Exchange Commission.

The new three-year employment agreement takes effect July 1. It will replace a previous agreement dated June 2007.

Significant changes in it include:

• A change in severance pay from three times base salary plus the average bonus paid over the three years before termination, to twice base salary plus the target bonus for the year of termination.

• An additional right to receive a prorated annual bonus as if he had remained an employee throughout the period.

• Elimination of a prorated cash long-term incentive payment unless at least 18 months of the three-year performance period has lapsed.

• Elimination of the tax gross-up on health, dental and vision benefits.

• Elimination of the excise tax gross-up on change in control benefits, effective Dec. 31, 2011.

• An increase in the non-compete period from 12 months to 24 months after termination.

• A new clawback provision that would let the company recoup the after-tax portion of any performance-based pay that would not have been earned based on restated financial results, if the amount was paid no more than three years before restating the results.

Furniture Brands also said it will reimburse Scozzafava for up to $20,000 in attorney's fees in connection with the amended agreement.

In 2008, Scozzafava received total compensation of $4.8 million, according to the company's proxy statement. A proxy statement listing 2009 compensation has not yet been filed.

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