FIRST AMENDMENT TO
JEFFREY R. SCHEFFER EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT, dated as of the 1st day of March, 2003 to the Employment Agreement, dated as
of April 9, 2001 (the "Employment Agreement") between JEFFREY R. SCHEFFER ("Employee") and
STANLEY FURNITURE COMPANY, INC., a Delaware corporation (the "Company").
The Parties hereto desire to amend the Employment Agreement. Except as provided herein, all terms used in this
First Amendment shall have the same meaning as in the Employment Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Parties hereto, intending to be legally bound, agree as follows:
1. Section 2 of the Employment Agreement is amended in its entirety as follows:
2. Term. The term of employment under this Agreement (the "Term") shall commence January 1, 2003 and end
on December 31, 2003 and, effective January 1, 2004, shall continue for each calendar year thereafter unless
either party gives notice (a "Termination Notice") on or before November 1 of any calendar 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(a) of the Employment Agreement is amended in its entirety as follows:
a. Salary. During the Employee's employment hereunder, the Company shall pay the Employee for all services
rendered by the Employee a base salary at an annual rate of at least $350,000, with upward annual adjustments
as the Board of Directors of the Company shall deem appropriate. Such salary shall be payable to the Employee
in accordance with the Company's usual paying practices, but not less frequently than monthly.
3. Section 3(b) of the Employment Agreement is amended in its entirety as follows:
b. Bonus. In addition to base salary, the Employee shall be entitled to receive a potential annual bonus of
$350,000, subject to upward adjustment. The amount of such bonus for any fiscal year shall be re