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Employee
Name
Employee Address
Stanley Furniture Company, Inc. (the “Company”) grants
you this stock option pursuant to its 2008 Incentive Compensation
Plan (the “Plan”).
This Agreement incorporates the terms of the Plan and in the case
of any conflict between the Plan and this Agreement, the terms of
the Plan will control.
1. Option . The Company grants you a nonstatutory
stock option (the “Option”) to purchase from the
Company XX shares of common stock of the Company (“Company
Stock”), at $ X.XX per share. This option price is the fair
market value of Company Stock on [date] (the “Grant
Date”). The grant of the Option is subject to the following
terms and conditions:
(a) The
shares covered by the Option shall vest, and shall be exercisable,
under the following schedule:
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Number of Shares That May Be
Exercised
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Date
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(Vested Portion of
Option)
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(b) Subject
to the limitations set forth in this letter and in the Plan, you
may exercise the exercisable portion of the Option in whole or in
part at any time, or from time to time, from the Effective Date
until the first to occur of: (i) 10 years from the Grant
Date, (ii) three months from the date on which your employment
with the Company (including its parent and subsidiary corporations)
terminates for any reason other than your permanent disability or
your death, or (iii) one year from the date on which your
employment with the Company (including its parent and subsidiary
corporations) terminates on account of your death or your permanent
disability (as determined by the Committee). In no event may the
Option be exercised after the tenth anniversary of the Grant
Date.
(c) Except
as provided in Section 3, the Option may be exercised during
your lifetime only by you. If you die while you are in the employ
of the Company or a parent or subsidiary corporation and at a time
when you hold any part of the Option that is fully vested and
exercisable, then the person to whom your rights under the Option
shall have passed by will or by the laws of descent and
distribution may exercise the Option.
(d) You
must be employed by the Company (or a parent or subsidiary
corporation) on the relevant date for any shares to vest. If your
employment with the Company (or a parent or subsidiary corporation)
terminates, you will forfeit any unvested shares.
(e) Notwithstanding
the provisions of subsection (a), your Option will be fully vested
and exercisable in the event of a Change in Control as defined in
the Plan occurring after the Effective Date or upon your death or
Disability as defined in the Plan, if you are employed by the
Company on the relevant date.
2.
Payment For Option . Any person entitled to exercise the
Option may do so by giving written notice of the exercise to the
Company, stating the number of shares that he is purchasing and
transmitting the exercise price in cash.
3.
Transferability . The Option is exercisable by you during
your lifetime unless you have transferred the Option. The Option is
transferable pursuant to your will or by the laws of descent at
your death. During your life, the Option is transferable as
follows:
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