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Director
Name
Director Company
Director 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 XXXX 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
Option shall vest and be 100% exercisable as of the Grant
Date.
(b) Subject
to the limitations in this letter and in the Plan, you may exercise
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 years
from the date on which your directorship with the Company
terminates for any reason other than your death, or (iii) one
year from the date on which your directorship with the Company
terminates on account of your death. In no event may the Option be
exercised after the tenth anniversary of the Grant 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:
(a) Transfers
may be made only to the following individuals and entities:
(i) your spouse, child(ren), step-child(ren), grandchild(ren),
or step-grandchild(ren), including relationships that arise from
legal adoption (“Immediate Family Members”);
(ii) a trust or trusts for
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