AMENDMENT NUMBER ONE
STANLEY FURNITURE COMPANY, INC.
1994 STOCK OPTION PLAN
The Stanley Furniture Company, Inc. 1994 Stock Option Plan (the "Plan"), effective as of December 2, 1994, is
hereby amended effective July 1, 2000 as follows:
I. Section 2(b) of the Plan is amended in its entirety to read as follows:
"Applicable Withholding Taxes" means the aggregate minimum statutory amount of federal, state and local income
and payroll taxes that the Company is required to withhold in connection with any exercise of a Nonstatutory
II. Section 2(n) of the Plan is amended in its entirety to read as follows:
(n) "Incentive Award" means the award of an Option under the Plan.
III. Section 2 of the Plan is amended by deleting and reserving Section 2(u) which previously related to Tax
IV. Section 3 of the Plan is amended in its entirety to read as follows:
The following types of Incentive Awards may be granted under the Plan:
Incentive Stock Options or Nonstatutory Stock Options.
V. Section 4 of the Plan is amended by deleting the fourth sentence of the section which previously read as
follows: "The Committee is expressly authorized to make an Incentive Award to a Participant conditioned upon
the surrender for cancellation of an option granted under an existing Incentive Award under this Plan or the 1992
VI. Section 8(a) of the Plan is amended in its entirety to read as follows:
(a) Options may be exercised by the Participant giving written notice of the exercise to the Company, stating the
number of shares the Participant has elected to purchase under the Option. Such notice shall be effective only if
accompanied by the exercise price in full in cash; provided that, if the terms of an Option so permit, the
(i) deliver Mature Shares (as defined herein) of Company Stock (valued at their Fair Market Value on the date of
exercise) in satisfaction of all or any part of the exercise price, (ii) deliver a properly executed exercise