STANLEY FURNITURE COMPANY, INC. 2005 INCENTIVE COMPENSATION AWARD

Equity Incentive Plan Agreement

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STANLEY FURNITURE COMPANY, INC

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Title: STANLEY FURNITURE COMPANY, INC. 2005 INCENTIVE COMPENSATION AWARD
Governing Law: Delaware Date: 2/9/2005
Industry: FURNIT Sector: CYCLIC

Search Equity Incentive Plan Agreement by:

Exhibit 10.21

STANLEY FURNITURE COMPANY, INC.

2005 INCENTIVE COMPENSATION AWARD

Participant: Jeffrey R. Scheffer

This Award, dated as of December 15, 2004, is made pursuant and

subject to the provisions of the Stanley Furniture Company, Inc. 2000

Incentive Compensation Plan.

1. Purpose. The purpose of the 2005 Incentive Compensation Award is to

provide an annual performance-based incentive for designated officers by

offering them an opportunity to earn additional shares of Stanley Furniture

common stock ("Company Stock") based on performance criteria. The Award is made

pursuant to Section 8 of the Stanley Furniture Company, Inc. 2000 Incentive

Compensation Plan (the "Plan") and all capitalized terms not otherwise defined

shall have the same meaning as in the Plan.

2. Definitions. The following terms will have the meaning indicated:

(a) "Award" means this award setting forth the terms and

conditions applicable to an Award granted to the Participant, including

Exhibit A.

(b) "Committee" means the Compensation Committee of the Board

of Directors of Stanley.

3. Award. An Award shall be payable for fiscal year 2005 to the

Participant upon the satisfaction of the Performance Goal stated on Exhibit A.

In the event of any conflict between this Award and the Plan, the terms of the

Plan shall govern. All determinations regarding the achievement of any

Performance Goal will be made by the Committee. The Committee may not increase

the amount of Common Stock that would otherwise be payable upon achievement of

the Performance Goal or Goals but may reduce or eliminate the payments at its

discretion.

(a) All calculations of actual payments shall be made by the

Committee and the Committee shall certify in writing the extent, if

any, to which the Performance Goal has been met.

(b) The Award will be paid in Company Stock as soon as

practicable after the performance is certified by the Committee.

Award to pay to the Company, or make arrangements satisfactory t