AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 dated as of the 1st day of October, 1996 to the Employment Agreement, dated
as of January 1, 1991 (the "Original Agreement") between ALBERT L. PRILLAMAN ("Employee") and
STANLEY FURNITURE COMPANY, INC., a Delaware corporation (the "Company"), formerly Stanley
The parties hereto desire to amend the Original Agreement. Except as provided herein, all terms used in this
Amendment have the same meaning as in the Original Agreement.
NOW THEREFORE, in consideration of the foregoing and the covenants and agreement set forth herein, the
parties hereto, intending to be legally bound, agree as follows:
1. Section 2 of the Employment Agreement is deleted in its entirety and the following inserted in lieu thereof:
Term. The term of employment under this Agreement (the "Term") shall commence January 1, 1996 and end on
December 31, 1996 and shall continue thereafter unless either party gives notice (a "Termination Notice") on or
before November 1 of any year that employment under this Agreement will not continue for an additional period
of one year beginning on the following January 1.
2. Section 3(b) is deleted in its entirety and the following inserted in lieu thereof:
b. Bonus. In addition to base salary, the Employee shall be entitled to receive an annual bonus which shall not
exceed 80% of his then current base salary. The amount of such bonus for any fiscal year shall be related to the
achievement of certain profit thresholds and objectives to be set at the beginning of each fiscal year by the Board
of Directors of the Company.
3. Section 4 shall be amended by deleting the words "and of Stanley Holding Corporation, a Delaware
corporation ("Holding")" and replacing the words "the Company's operating subsidiaries" with "any operating
subsidiaries of the Company".
4. Section 6a shall be deleted in its entirety and the following inserted in lieu thereof:
a. Non-Competition Restriction. Except with the prior con