Filed by Bowne Pure Compliance





Exhibit 10.21



Date




Employee Name

Employee Address



Dear                     :



     
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:



	 	 	 	 	 
	 	 	Number of Shares That May Be Exercised	 
	Date	 	(Vested
Portion of Option)	 
	 
	 	 	 	 







(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:




(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 the exclusive benefit of any one or more of your Immediate Family Members; or
(iii) a partnership, limited liability company or other entity the only partners, members,
interest holders of which are you, or are among your Immediate Family Members;




(b) There may be no consideration for the transfer;




(c) You must have a fully vested right, as of the date of the transfer, to exercise
that portion of the Option that is transferred;




(d) There may be no subsequent transfer of the portion of the Option being transferred
except by will or the laws of descent or distribution;




(e) Following transfer, the Option will remain subject to the same terms and
conditions as were applicable immediately before the transfer, including conditions under
which the Option may terminate prior to expiration; except that (i) the transferee may
deliver the Option exercise notice and payment of the exercise price with respect to that
portion of the Option that has been transferred, and (ii) the right to consent to
modification or amendment of only that portion of the Option which has not been transferred
will remain with you, while the right to consent to modification or amendment of the
remainder of the Option will rest solely with the transferee;




(f) You will remain responsible for the payment of Applicable Withholding Taxes as
described in Section 6, notwithstanding any transfer of the Option. In the event you fail
to pay or provide for the Applicable Withholding Taxes, the transferee may direct the
Company to withhold sufficient shares from those that would otherwise be transferable to the
transferee in order to pay such taxes.




(g) Written notice of any transfer must be delivered to the Company at the address
specified in Section 5.



Your estate may transfer the Option to the beneficiaries of your estate, subject to the
limitations set forth in subsections 3(a) through 3(g) above.



4. Adjustments. If the number of outstanding shares of Company Stock is increased or
decreased as a result of a stock dividend, stock split or combination of shares, recapitalization,
merger in which the Company is the surviving corporation, or other change in the capitalization,
the number and kind of shares with respect to which you have an unexercised Option and the Option
price shall be appropriately adjusted by the Committee, whose determination shall be binding.



5. Exercise and Notices. To exercise your Option, you must deliver to the Treasurer
of the Company written notice, signed by you, stating the number of shares you have elected to
purchase, and payment to the Company as described in paragraph 2. Any notice to be given under the
terms of this letter shall be addressed to the Treasurer at Stanley Furniture Company, Inc., 1641
Fairystone Park Highway, Stanleytown, Virginia 24168. Any notice to be given to you shall be given
to you or your personal representative, legatee or distributee, and shall be addressed to him or
her at the address set forth above or your last known address at the time notice is sent. Notices
shall be deemed to have been duly given if mailed first class, postage prepaid, addressed as above.


 


 









 





6. Withholding. By signing this letter, you agree to make arrangements satisfactory
to the Company to comply with any income tax withholding requirements that may apply upon the
exercise of the Option or the disposition of Company Stock received upon the exercise of the
Option. The Company agrees to allow you to pay the Applicable Withholding Taxes (as defined in the
Plan) (a) with cash, (b) by delivery of Mature Shares (as defined in the Plan), or (c) by having
the Company retain the number of shares of Company Stock that will satisfy all or a specified
portion of the Applicable Withholding Taxes.



7. Continuation of Employee of the Company. Neither the Plan nor the Option confers
upon you any right to continue as an employee of the Company or limits in any respect the right of
the Company to terminate your employment.



8. Delivery of Certificate. The Company may delay delivery of the certificate for
shares purchased pursuant to the exercise of an Option until (a) the admission of such shares to
listing on any stock exchange on which the Company Stock may then be listed, (b) receipt of any
required representation by you or completion of any registration or other qualification of such
shares under any state or federal law or regulation that the Company’s counsel shall determine as
necessary or advisable, and (c) receipt by the Company of advice by counsel that all applicable
legal requirements have been complied with.



	 	 	 	 	 
	 	STANLEY FURNITURE COMPANY, INC.

 	 
	 	By:  	 	 
	 	 	Its: