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
(c) The Participant agrees as a condition of receiving this Award to pay to the Company, or make arran