STANLEY FURNITURE CO INC. (Form: 8-K, Received: 12/17/2015 16:52:20)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington , D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15( d ) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2015

Stanley Furniture Company, Inc.

(Exact name of registrant as specified in its charter)

Commission File No. 0-14938

Delaware	54-1272589
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

200 North Hamilton Street High Point, North Carolina 27260	27260
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (336) 884-7701

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 11, 2015, the Compensation and Benefits Committee (the “Committee”) of the Board of Directors of Stanley Furniture Company, Inc. (the “Company”) approved base salaries for 2016 of $255,000 for Glenn Prillaman, President and Chief Executive Officer and $150,000 for Anita W. Wimmer, Vice President – Financial/Corporate Controller.

Effective December 11, 2015, the Company and Mr. Prillaman agreed to amend and restate the Change in Control Protection Agreement by and between the Company dated December 11, 2009. The amended and restated Change in Control Agreement effective December 11, 2015 (the “Amended Agreement”) is on substantially the same terms as the existing agreement except that the Amended Agreement makes the following changes to Mr. Prillaman’s severance payments in the event Mr. Prillaman’s employment is terminated in the circumstances provided in the Amended Agreement:

( i ) three times base salary paid in a lump sum at termination rather than two times,

(ii) three times the average bonus paid over the last two prior fiscal years paid in a lump sum at termination rather than two times,

(iii) vesting in the outstanding stock awards that would have vested in the next three years rather than two years, and

(iv) if the total payments to Mr. Prillaman in connection with a change in control exceed the threshold at which such payments would become subject to the excise tax under Section 4999 of the Internal Revenue Code, then the payments under the Amended Agreement are reduced until the total payments are below such threshold, unless the total payments without such reduction and after paying the Section 4999 excise tax would exceed such reduced amount.

The foregoing description of the Amended Agreement is qualified in its entirety by reference to the Amended Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Effective December 11, 2015, the Company and Ms. Wimmer entered into a Change of Control agreement (the “Change in Control Protection Agreement”). During the two years after a change in control (as defined in this Change in Control Protection Agreement), Ms. Wimmer is entitled to receive severance pay if her employment is terminated other than for cause (as defined in this Change in Control Protection Agreement) or if she terminates her employment for good reason which generally is defined to exist if:

(i) there is a material reduction in her base salary,

(ii) her authority, duties or responsibilities are materially reduced,

(iii) she is required to report to a corporate officer or employee instead of reporting directly to the chief executive officer,

(iv) her place of employment is relocated further than 50 miles from her current place of employment, or

(v) any other action or inaction that constitutes a material breach by the Company or its successor of the Change in Control Protection Agreement.

In the event Ms. Wimmer’s employment is terminated in the circumstances described in the preceding sentence, she is entitled to receive the following severance payments:

( i ) two times base salary paid in a lump sum at termination,

(ii) two times the average bonus paid over the last two prior fiscal years paid in a lump sum at termination,

(iii) a pro rata annual bonus for the year of termination, based on the Company’s actual results, payable when the bonus is otherwise payable,

(iv) vesting in the outstanding stock awards that would have vested in the next two years, and

(v) if the total payments to Ms. Wimmer in connection with a change in control exceed the threshold at which such payments would become subject to the excise tax under Section 4999 of the Internal Revenue Code, then the payments under the Change in Control Protection Agreement are reduced until the total payments are below such threshold, unless the total payments without such reduction and after paying the Section 4999 excise tax would exceed such reduced amount.

The Change in Control Protection Agreement extends automatically for additional one-year terms at the beginning of each year unless either party to the Change in Control Protection Agreement gives notice on or before October 1 of any year that the agreement will not be extended.

The foregoing description of the Change in Control Protection Agreement is qualified in its entirety by reference to the Change in Control Protection Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 11, 2015, the Board of Directors of the Company amended the Company’s Bylaws to add an advance notice provision for stockholder business to be brought before the annual meeting of stockholders (other than director nominations which are subject to an existing provision of the Bylaws and stockholder proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended). The new provision, among other things, requires that written notice must be received not later than the close of business on the 60th day prior to the anniversary date of the immediately preceding annual meeting; however, in the event the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from such anniversary date, the notice must be received not later than the close of business on the 60th day prior to such annual meeting or, if later, the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made. The new provision also requires that any notice include certain information about the proposal and the stockholder proposing the business, including the reasons for conducting the business at the annual meeting, the holdings in the Company of the stockholder and certain associated persons, a description of certain agreements, arrangements or understandings with others relating to the proposed business, and any interest of the stockholder or certain associated persons in the proposed business. The advance notice provision is set forth in Article II, Section 12 of the Bylaws and is effective immediately. The foregoing description of the amendment is qualified in its entirety by reference to the Bylaws which hereto are attached as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1 Bylaws of Stanley Furniture Company, Inc. as amended effective December 11, 2015.

10.1 Change in Control Protection Agreement between the Company and Glenn Prillaman originally dated December 11, 2009 and amended and restated effective December 11, 2015.

10.2 Change in Control Protection Agreement between the Company and Anita Wimmer effective as of December 11, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

STANLEY FURNITURE COMPANY, INC.

Date: December 17, 2015 By: /s/Anita W. Wimmer

Anita W. Wimmer

Vice President – Finance

( principal financial and accounting officer)

Exhibit 3.1

BY-LAWS

STANLEY FURNITURE COMPANY, INC.

(a Delaware corporation, the “Corporation”)

(As amended as of December 11, 2015)

__________________

ARTICLE I

OFFICES

SECTION 1.

OFFICES. The Corporation shall maintain its registered office in the State of Delaware, at 229 South State Street, City of Dover, County of Kent 19901, and its Resident Agent at such address is The Prentice-Hall Corporation System, Inc. The Corporation may also have offices in such other places in the United States or elsewhere as the Board of Directors may, from time to time, appoint or as the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.

ANNUAL MEETINGS. Annual meetings of stockholders for the election of directors and for such other business as properly may be conducted at such meeting shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors shall determine by resolution and set forth in the notice of the meeting. In the event that the Board of Directors fails so to determine the time, date and place for the annual meeting, it shall be held, beginning in 1985, at the principal office of the Corporation at 10:00 A.M. on the first Tuesday of May of each year. In the event such day shall fall upon a legal holiday, then the annual meeting shall be held on the next succeeding business day at the aforementioned time and place.

SECTION 2.

SPECIAL MEETINGS. Special meetings of the Stockholders for any purpose may be called by the Chairman or by resolution of the Board of Directors. Notice of each special meeting shall be given according to Section 3 of this Article II.

SECTION 3.

NOTICE OF MEETINGS. Written notice of each meeting of the Stockholders of the Corporation, in which the place, date and time of the meeting and, in the event of a special meeting, the purposes for which it is called are set forth, shall be mailed to or delivered to each Stockholder of record entitled to vote thereat. Unless otherwise provided by law, the Corporation’s Certificate of Incorporation or these By-laws, such notice shall be given not less than ten (10) days nor more than sixty (60) days before the date of any such meeting. Except where prohibited by law, the Corporation’s Certificate of Incorporation or these By-laws, business not set forth in the notice of meeting may also be transacted at such meeting, provided only that such business properly comes before the meeting.

SECTION 4.

QUORUM. Except as otherwise required by law or the Corporation’s Certificate of Incorporation, the presence, in person or by proxy, at any meeting of the stockholders of the Corporation, of stockholders holding a majority of the outstanding stock of the Corporation entitled to vote thereat shall constitute a quorum thereof.

SECTION 5.

VOTING. Each Stockholder entitled to vote in accordance with the terms of the Corporation’s Certificate of Incorporation and these By-laws shall be entitled to one (1) vote, in person or by proxy, for each share of stock held by him, on all matters to come before the stockholders. Upon the demand of any stockholder entitled to vote at any meeting, the vote upon any question before such meeting shall be by written ballot. All elections of directors shall be decided by plurality vote. All other questions shall be decided by a majority vote, unless otherwise required by these By-laws, the Corporation’s Certificate of Incorporation or law.

SECTION 6.

VOTING LISTS. A complete list of the stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 7.

INSPECTORS. The Board of Directors or the Chairman presiding at any meeting of stockholders shall appoint one or more persons to act as inspectors at such meeting in accordance with applicable law.

SECTION 8.

CHAIRMAN OF MEETINGS. The Chairman of the Board of Directors of the Corporation shall preside at all meetings of stockholders and of the Board of Directors, at which he is present. In the event of his absence or disability, the Vice Chairman, if any be elected, or, in the event of the absence or disability of the Vice Chairman, the President of the Corporation shall preside at any such meetings.

SECTION 9.

ACTION WITHOUT A MEETING. Unless otherwise provided by the Corporation’s Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Prompt notice of corporate action taken without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 10.

ADJOURNMENT. At any meeting of stockholders of the Corporation, if less than a quorum be present, a majority of the stockholders entitled to vote at the meeting, present in person or by proxy, shall have the power to adjourn the meeting to another time, place and date without notice other than by announcement at the meeting so adjourned. Any business may be transacted at any adjourned meeting that could have been transacted at the meeting originally noticed, but only those stockholders entitled to vote at the meeting originally noticed shall be entitled to vote at any adjourned meeting. If the adjournment is for more than thirty (30) days from the date of the meeting originally noticed, or if after the adjournment a new record date, as provided for in Section 5 of Article V of these By-laws is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

SECTION 11.

NOMINATIONS. Nominations for the election of directors may be made by the Board of Directors or by any stockholder entitled to vote in the election of directors generally. However, any stockholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors of a meeting only if written notice if such stockholders intend to make such nomination or nominations have been given, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the Corporation not later than (i) with respect to an election to be held at an annual meeting of stockholders (other than the 1994 Annual Meeting), 120 days in advance of the anniversary date of the Corporation's proxy statement (or information statement in lieu thereof) in connection with the previous year's Annual Meeting of Stockholders and (ii) with respect to an election to be held at the 1994 annual meeting or a special meeting of stockholders for the election of directors, the close of business on the seventh day following the date on which notice of such meeting is first given to stockholders.

Each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholders; (d) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had the nominee been nominated, or intended to be nominated, by the Board of Directors; and (e) the consent of each nominee to serve as a director of the Corporation if so elected. The Chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.

SECTION 12.

STOCKHOLDER BUSINESS TO BE BROUGHT BEFORE THE ANNUAL MEETING . (a) For business to be properly brought before an annual meeting by a stockholder (other than the nomination of a person for election as a director, which is governed by Section 11 of this Article II, or a stockholder proposal to be included in the Corporation’s proxy statement, which is governed by Rule 14a-8 under the Securities Exchange Act of 1934, as amended) a stockholder must, in addition to any other applicable requirements, provide written notice of any proposal to be submitted at an annual meeting. To be timely, such notice must be delivered to the Secretary of the Corporation so as to be received at the principal executive offices of the Corporation not later than the close of business on the 60 ^th day prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from such anniversary date, such notice by the stockholder to be timely must be so received not later than the close of business on the 60 ^th day prior to such annual meeting or, if later, the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall any adjournment or postponement of an annual meeting or the public disclosure thereof commence a new time period for the giving of a stockholder’s notice described above. To be in proper form, each such notice shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (a) a complete description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) the name and address of the stockholder

proposing such business and the name and address of any Associated Person (as defined below) of such stockholder, (c) the class or series and number of all shares of capital stock of the Corporation which are held of record or beneficially owned (directly or indirectly) by, or represented by proxy in favor of, such stockholder or any Associated Person of such stockholder as of the date of such notice, (d) a description of any other direct or indirect positions, agreements or understandings to which such stockholder or any Associated Person of such stockholder is a party (including hedged positions, short positions, options, derivatives, convertible securities and any other stock appreciation or voting interests) which provide the opportunity to profit or share in any profit derived from any increase or decrease in the value of the shares of the Corporation (any of the foregoing, a “Derivative Position”), (e) a description of any proxy, contract, arrangement, understanding or relationship between such stockholder or any Associated Person of such stockholder and any other person or entity or combination thereof (including their names and addresses) in connection with the proposal of such business by such stockholder or pursuant to which such stockholder or any Associated Person of such stockholder has a right to vote any stock of the Corporation, (f) a description of any proportionate interest in the stock of the Corporation or Derivative Positions with respect to the Corporation held, directly or indirectly, by a general or limited partnership in which such stockholder or any Associated Person of such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in such a general partner, (g) a representation that the stockholder is a holder of record or beneficial owner of shares of the Corporation entitled to vote at the annual meeting and intends to appear in person or by proxy at the meeting to propose such business, (h) a description of any interest of the stockholder or any Associated Person of such stockholder in such business, including any anticipated benefit therefrom, (i) such other information as would be required to be included in a proxy statement or other filings required to be filed with the Securities and Exchange Commission if, with respect to any such item of business, such stockholder were a participant in a solicitation subject to the proxy rules of the Securities and Exchange Commission, and (j) a representation that the stockholder will update and supplement the notice to the Secretary of the Corporation in writing, so that the notice is true and correct, in all material respects, as of the record date for the meeting (which update must be received by the Secretary of the Corporation not less than 5 business days after the record date). In addition, if any of the foregoing information changes in any material respect from the date the notice is received through the date of the meeting, the stockholder shall promptly supplement such information to reflect such change by notice in writing to the Secretary to the Corporation at the Corporation’s principal executive offices. Notwithstanding anything in these Bylaws to the contrary (other than the nomination of a person for election as a director, which is governed by Section 11 of this Article II, or a stockholder proposal included in the Corporation’s proxy statement, which is governed by Rule 14a-8 under the Securities Exchange Act of 1934, as amended), no business shall be considered properly brought before an annual meeting by a stockholder unless it is brought in accordance with the procedures set forth in this Section 12. The chair of the meeting may, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the foregoing procedures, and if such officer should determine, such officer shall so declare to the meeting and that business shall be disregarded and shall be void for all purposes.

(b) For purposes of this Section 12, “Associated Person” of any stockholder shall mean (i) any member of the immediate family of such stockholder sharing the same household with such stockholder, (ii) any person controlling, controlled by, or under common control with, such stockholder, (iii) any person acting in concert or as part of a group (within the meaning of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder) with such stockholder, or (iv) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1.

POWERS. The property, business and affairs of the Corporation shall be managed and controlled by its Board of Directors. The Board shall exercise all of the powers of the Corporation except as are by law, the Corporation’s Certificate of Incorporation or these By-laws conferred upon or reserved to the stockholders.

SECTION 2.

NUMBER AND TERM. The number of directors shall be at least one (1). The number of directors shall be fixed from time to time by the Board. The number of directors so fixed by the Board of Directors shall, for purposes of these By-laws, be deemed the number of directors constituting the entire Board of Directors. The Board of Directors shall be elected by the stockholders in the manner and for such terms as specified in the Corporation’s Certificate of Incorporation. Directors need not be stockholders.

SECTION 3.

RESIGNATIONS. Any director or member of a committee of the Board may resign at any time. Such resignation shall be made in writing or by electronic transmission, and shall take effect at the time specified therein, and if no time is specified, at the time of its receipt by the Chairman or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 4.

REMOVAL. Any director or the entire Board of Directors may be removed for cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote for the election of directors at any annual or special meeting of the stockholders called for that purpose. Vacancies thus created may be filled by a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director.

SECTION 5.

VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies in the office of any director or member of a committee of the Board of Directors and newly created directorships may be filled by a majority vote of the remaining directors in office, although less than a quorum or by a remaining sole director. Any director so chosen shall hold office for the unexpired term of his predecessor and until his successor shall be elected and qualified or until his earlier death, resignation or removal. However, the directors may not fill the vacancy created by removal of a director by electing the director so removed.

SECTION 6.

MEETINGS. The newly elected directors shall hold their first meeting to organize the Corporation, elect officers and transact any other proper business. An annual organizational meeting of the Board of Directors shall be held immediately after each annual meeting of the stockholders, or at such time and place as may be noticed for such meeting.

Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by the directors.

Special meetings of the board may be called by the Chairman and shall be called by the Secretary on the written request of any two (2) directors with at least one (1) day’s notice to each director. A special meeting shall be held at such place or places as may be determined by the directors or as shall be stated in the notice of the meeting.

SECTION 7.

QUORUM, VOTING AND ADJOURNMENT. The presence of at least a majority of the total number of directors or of any committee of the Board shall constitute a quorum for the transaction of business at any meeting of the Board of Directors or committee of the Board, as the case may be. At any meeting of the Board or any committee of the Board, if less than a quorum be present, a majority of the directors or committee members present may adjourn the meeting from time to time until a quorum is present. No notice of such adjourned meeting need be given other than the announcement at the meeting so adjourned. The vote of a majority of the directors or committee members present at the meeting at which a quorum is present shall be the act of the Board or any committee of the Board as the case may be.

SECTION 8.

COMMITTEES. The Board of Directors may, by resolution or resolutions passed by a majority of the entire Board, designate one or more committees, including but not limited to an Executive Committee and an Audit Committee, each such committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, to replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent specified by the resolution of the Board, may have and exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Corporation’s Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending these By-laws; and, unless the enabling resolution of the Board expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock of the Corporation. All committees of the Board shall report their proceedings to the Board when required.

SECTION 9.

ACTION WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee of the Board may be taken without notice and without a meeting if all members of the Board or committee, as the case may be, consent to the action in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the records of the meetings of the Board of Directors.

Members of the Board of Directors or of any committee of the Board, may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

SECTION 10.

COMPENSATION. The Board of Directors may from time to time, in its discretion, fix the amounts which shall be payable to directors and to members of any committee of the Board for attendance at the meetings of the Board of Directors or of such committee and for services rendered to the Corporation. Any director may serve the Corporation in any other capacity as an officer, agent or otherwise, and receive compensation therefor.

SECTION 11.

CORPORATE BOOKS. The books of the Corporation, except such as are required by law to be kept within the state, may be maintained outside the State of Delaware, at such places as the Board of Directors may from time to time determine.

ARTICLE IV

OFFICERS

SECTION 1.

The officers of the Corporation shall be a Chairman of the Board, a President, one or more Vice Presidents, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and who shall hold office for a term of one (1) year and until their successors are elected and qualified or until their earlier death, resignation or removal. In addition, the Board of Directors may elect a Vice Chairman of the Board and additional Vice Presidents, including an Executive Vice President, one or more Assistant Treasurers and one or more Assistant Secretaries, who shall hold their office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The initial officers shall be elected at the first meeting of the Board of Directors and, thereafter, at the annual organizational meeting of the Board held after each annual meeting of the stockholders. Any number of offices may be held by the same person.

SECTION 2.

OTHER OFFICERS AND AGENTS. The Board of Directors may appoint such other officers and agents as it deems advisable, who shall hold their office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 3.

CHAIRMAN. The Chairman of the Board shall be a director of the Corporation. The Chairman shall preside at all meetings of the Board of Directors and of the stockholders, shall, in connection with the performance of his duties, report directly to the Board and shall have such powers and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 4.

VICE-CHAIRMAN. The Vice Chairman of the Board of Directors, if any be elected, shall generally aid and assist the Chairman of the Board and shall have such powers and shall perform such duties of the Chairman of the Board, in the absence or disability of such officer. In addition, the Vice Chairman of the Board shall have such powers and perform such other duties as from time to time may be assigned to him by the Board of Directors.

SECTION 5.

PRESIDENT. The President shall be the Chief Executive Officer and Chief Operating Officer of the Corporation and shall, in connection with the performance of his duties, report directly to the Board. He shall perform such other duties as may be prescribed from time to time by the Board or these By-laws.

In the absence, disability or failure of the Chairman of the Board or Vice-Chairman of the Board, if any be elected, to act, or a vacancy in such offices, the President shall preside at all meetings of the stockholders and Board of Directors. Except as the Board of Directors shall authorize the execution thereof in some other manner, the President shall execute bonds, mortgages and other contracts on behalf of the Corporation, and shall cause the seal to be affixed to any instrument requiring it and, when so affixed, the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 6.

VICE PRESIDENTS. Each Vice President (of whom one or more may be designated an Executive Vice President) shall generally aid and assist the President in such manner as the President shall direct. Each Vice President shall have such powers and shall perform such duties as shall be assigned to him by the President or the Board of Directors.

SECTION 7.

TREASURER. The Treasurer shall have the custody of the corporate funds, securities, evidences of indebtedness and other valuables of the Corporation and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors or the President. He shall render to the President and Board of Directors, upon their request, a report of the financial conditions of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

SECTION 8.

SECRETARY. The Secretary will cause minutes of all meetings of the stockholders and directors to be recorded and kept; cause all notices required by these By-laws or otherwise to be given properly and see that the minute books, stock books, and other non-financial books of the Corporation are kept properly. In addition, the Secretary shall have such powers and shall perform such duties as shall be assigned to him by the Board of Directors.

SECTION 9.

ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Each Assistant Treasurer and each Assistant Secretary, if any be elected, shall be vested with all the powers and shall perform all the duties of the Treasurer and Secretary, respectively, in the absence or disability of such officer, unless or until the Board of Directors shall otherwise determine. In addition, Assistant Treasurers and Assistant Secretaries shall have such powers and shall perform such duties as shall be assigned to them by the Board of Directors.

SECTION 10.

CORPORATE FUNDS AND CHECKS. The funds of the Corporation shall be kept in such depositories as shall from time to time be prescribed by the Board of Directors. All checks or other orders for the payment of money shall be signed by such officers, employees or agents as may from time to time be authorized by the Board of Directors, with such countersignature, if any, as may be required by the Board of Directors.

SECTION 11.

CONTRACTS AND OTHER DOCUMENTS. The Chairman of the Board, the President, any Vice President or the Treasurer, or such other officer or officers as may from time to time be authorized by the Board of Directors, shall have the power to sign and execute on behalf of the Corporation deeds, conveyances and contracts, and any and all other documents requiring execution by the Corporation.

SECTION 12.

OWNERSHIP OF STOCK OF ANOTHER CORPORATION. The Chairman of the Board, the President, any Vice President, the Treasurer, the Secretary, or such other officer or person as shall be authorized by the Board of Directors, shall have power and authority on behalf of the Corporation to attend and to vote at any meeting of the stockholders of any corporation in which this Corporation may hold stock; may exercise on behalf of this Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting; and shall have power and authority to execute and deliver proxies and consents on behalf of this Corporation in connection with the exercise by this Corporation of the rights and powers incident to the ownership of such stock.

SECTION 13.

DELEGATION OF DUTIES. The Board of Directors may delegate to another officer or director, the powers or duties of any officer, in case of such officer’s absence, disability or refusal to exercise such powers or perform such duties.

SECTION 14.

RESIGNATION AND REMOVAL. Any officer of the Corporation may be removed from office for or without cause at any time by the Board of Directors. Any officer may resign at any time in the same manner prescribed for the resignation of directors of the Corporation and as set forth in Section 3 of Article III of these By-laws.

SECTION 15.

VACANCIES. In case any office shall become vacant, the Board of Directors shall have power to fill such vacancy.

ARTICLE V

STOCK

SECTION 1.

FORM OF CERTIFICATES; UNCERTIFICATED SHARES . The shares of the Corporation shall be represented by certificates in such form as the Board of Directors may from time to time prescribe; provided, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock in the Corporation represented by a certificate, and upon request every holder of uncertificated shares of stock in the Corporation, shall be entitled to have a certificate signed in the name of the Corporation by the Chairman of the Board, the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary (or shall bear the facsimile signatures of such officers) certifying the number and class of shares owned by such holder in the Corporation. The Board of Directors shall have power to appoint one or more transfer agents and/or registrars for the transfer and/or registration of certificates of stock of any class, and may require that stock certificates shall be countersigned and/or registered by one or more of such transfer agents and/or registrars.

SECTION 2.

TRANSFER OF SHARES. The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and, in the case of certificated shares of stock, upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such person as the Board of Directors may designate, by whom they shall be cancelled, and new certificates shall be thereupon be issued or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer. The Board of Directors shall have power and authority to make all such rules and regulations as it may deem necessary or proper concerning the issue, transfer and registration of all or any certificates for shares of stock of the Corporation.

SECTION 3.

LOST CERTIFICATES. A new certificate of stock may be issued in the place of any certificate previously issued by the Corporation, alleged to have been lost, stolen, destroyed or mutilated, and the Board of Directors may, in its discretion, require the owner of the lost, stolen, destroyed or mutilated certificate, or his legal representatives, to give the Corporation a bond, in such sum as it may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or mutilation of any such certificate, or the issuance of any such new certificate.

SECTION 4.

STOCKHOLDERS OF RECORD. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder thereof, in fact, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

SECTION 5.

STOCKHOLDERS RECORD DATE. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of the holding of such meeting or the date of the taking of any of the aforementioned actions, nor more than sixty (60) days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 6.

DIVIDENDS. Subject to the provisions of the Corporation’s Certificate of Incorporation, the Board of Directors may at any regular or special meeting, out of funds legally available therefor, declare dividends upon the stock of the Corporation as and when it deems appropriate. Before declaring any dividend there may be set apart, out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in its discretion deems proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board shall deem conducive to the interests of the Corporation.

ARTICLE VI

NOTICE AND WAIVER OF NOTICE

SECTION 1.

NOTICE. Whenever any written notice is required to be given to stockholders by law, the Corporation’s Certificate of Incorporation or these By-laws, such notice, if mailed, shall be deemed to be sufficiently given if it is written or printed and deposited in the United States mail, postage prepaid, addressed to the person entitled to such notice at his address as it appears on the books and records of the Corporation. The mailing of such notice shall constitute due notice, which shall be deemed to have been given on the day of such mailing. Whenever any notice is required to be given to the directors by law, the Corporation’s Certificate of Incorporation or these By-laws, such notice shall be given to each director in person, by telephone, or by facsimile, electronic mail or other form of electronic communication, sent to such director’s business or home address or by written notice mailed to such director’s business or home address. Such notice shall be deemed to be delivered when hand-delivered to such address, read to such director by telephone, deposited in the mail so addressed, with postage thereon prepaid if mailed, dispatched or transmitted if faxed or transmitted by electronic mail or other form of electronic communication.

SECTION 2.

WAIVER OF NOTICE. Whenever any notice is required to be given by law, the Corporation’s Certificate of Incorporation or these By-laws, a written waiver of notice signed, or a waiver by electronic transmission, by the person entitled to notice, whether before or after the time stated in the notice, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purposes of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders, directors, or members of a committee of the Board need be specified in any written waiver of notice or any waiver by electronic transmission unless required by the Corporation’s Certificate of Incorporation or these By-laws.

ARTICLE VII

AMENDMENT OF BY-LAWS

SECTION 1.

AMENDMENTS. These By-laws may be amended or repealed or new By-laws may be adopted by the affirmative vote of a majority of the Board of Directors at any regular or special meting of the Board. If any By-law regulating an impending election of directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of stockholders for the election of directors the By-law(s) so adopted, amended, or repealed, together with a precise statement of the changes made. By-laws adopted by the Board of Directors may be amended or repealed by stockholders.

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 1.

RIGHT TO INDEMNIFICATION . Subject to the other provisions of this Article VIII, each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that such person is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise (hereinafter, an “indemnitee”) shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article VIII, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section 1 of this Article VIII shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advance of expenses”); provided, however, that, if and to the extent that the Delaware General Corporation Law requires, an advance of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section 1 of this Article VIII or otherwise.

SECTION 2. PROCEDURE FOR INDEMNIFICATION. Any indemnification of a director or officer of the Corporation or advance of expenses under Section 1 of this Article VIII shall be made promptly, and in any event within thirty (30) days (or, in the case of an advance of expenses, twenty (20) days), upon the written request of the director or officer. A request for indemnification may be made at any time following the final disposition of the proceeding. If a determination by the Corporation that the director or officer is entitled to indemnification pursuant to this Article VIII is required, and the Corporation fails to respond within sixty (60) days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days (or, in the case of an advance of expenses, twenty (20) days), the right to indemnification or advances as granted by this Article VIII shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 1 of this Article VIII, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation. Neither the failure of the Corporation (including the Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because such person has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including the Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 3.

EMPLOYEES AND AGENTS . The Corporation may, by action of the Board of Directors, provide indemnification to persons who are not covered by Section 1 of this Article VIII and who are or were employees or agents of the Corporation, or who are or were serving at the request of the Corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise, with the same or lesser scope and effect as the indemnification provided for directors and officers. The procedure for indemnification of other employees and agents for whom the Board of Directors has provided indemnification pursuant to this Section 3 of this Article VIII shall be the same procedure set forth in Section 2 of this Article VIII for directors and officers, unless otherwise set forth in the action of the Board of Directors providing indemnification for such other employees and agents.

SECTION 4.

SERVICE FOR SUBSIDIARIES . Any person serving as a director, officer, employee or agent of a subsidiary shall be conclusively presumed to be serving in such capacity at the request of the Corporation.

SECTION 5. RELIANCE . Persons who after the date of the adoption of this provision become or remain directors or officers of the Corporation or who, while a director or officer of the Corporation, become or remain a director, officer, employee or agent of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Article VIII in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Article VIII shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

SECTION 6.

NON-EXCLUSIVITY OF RIGHTS . The rights to indemnification and to the advance of expenses conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under the Corporation’s Certificate of Incorporation or under any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 7.

INSURANCE . The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee or agent of the Corporation or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the Delaware General Corporation Law.

SECTION 8.

CONTRACT RIGHTS . The provisions of this Article VIII shall be deemed to be a contract right between the Corporation and each indemnitee who serves in any covered capacity at any time while this Article VIII and the relevant provisions of the Delaware General Corporation Law or other applicable law are in effect, and any repeal or modification of this Article VIII or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

SECTION 9. MERGER OR CONSOLIDATION . For purposes of this Article VIII, reference to the “Corporation” shall not include any constituent corporation absorbed in a consolidation or merger with the Corporation unless specifically authorized by the Board of Directors.

SECTION 10. OTHER TERMS DEFINED . For purposes of this Article VIII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” for purposes of this Article VIII.

ARTICLE IX

MISCELLANEOUS

SECTION 1.

SEAL. The seal of the Corporation shall be circular in form and shall have the name of the Corporation “Stanley Furniture Company, Inc.” on the circumference and the words and numerals “Delaware 1984” in the center.

SECTION 2.

FISCAL YEAR. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

SECTION 3.

BUSINESS COMBINATIONS. The provisions of Section 203 of the General Corporation Law of the State of Delaware shall apply to the Corporation.

Exhibit 10.1

Change in Control

Protection Agreement

This CHANGE IN CONTROL PROTECTION AGREEMENT by and between Stanley Furniture Company, Inc., a Delaware corporation (the “ Company ”), and Glenn Prillaman (the “ Executive ”), was originally dated December 11, 2009, and is hereby amended and restated effective December 11, 2015 (the “ Effective Date ”).

PURPOSE

In order to induce the Executive to remain in the employment of the Company, particularly in the event of the threat or occurrence of a Change in Control (as hereafter defined), the Company desires to enter into this Agreement to provide the Executive with certain benefits in the event the Executive’s employment is terminated as a result of a Change in Control.

NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows:

SECTION 1. Definitions

For purposes of this Agreement, the following terms have the meanings set forth below:

“Accrued Compensation” means an amount which includes all amounts earned or accrued by the Executive through and including the Termination Date but not paid to the Executive on or prior to such date, including (a) all base salary, (b) all vacation pay, and (c) all bonuses and incentive compensation.

“Base Salary Amount” means the Executive’s annual base salary at the rate in effect on the Termination Date.

“Board” means the Board of Directors of the Company.

“Bonus Amount” means the average of the annual cash bonuses paid to the Executive for the two fiscal years immediately prior to the fiscal year in which the Termination Date occurs. Bonus Amount includes only the annual cash bonus and does not include any multi-year cash bonus, restricted stock awards, options or other long-term incentive compensation that may have been awarded to the Executive.

“Cause” means gross or willful neglect of duty which is not corrected after 30 days’ written notice thereof; misconduct, malfeasance, fraud or dishonesty which materially and adversely affects the Company or its reputation in the industry; or the commission of a felony or a crime involving moral turpitude.

“Change in Control” of the Company means, and shall be deemed to have occurred upon, any of the following events:

(i)

The acquisition by a Group of Beneficial Ownership of 35% or more of the Stock or the Voting Power of the Company, but excluding for this purpose: (A) any acquisition by the Company (or a subsidiary), or an employee benefit plan of the Company; or (B) any acquisition of common stock of the Company by management employees of the Company. “Group” means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Act”), “Beneficial Ownership” has the meaning in Rule 13d-3 promulgated under the Act, “Stock” means the then outstanding shares of common stock, and “Voting Power” means the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors.

(ii)

Individuals who constitute the Board on the effective date of this Agreement (the “Incumbent Board”) cease to constitute at least a majority of the Board, provided that any director whose nomination was approved by a majority of the Incumbent Board shall be considered a member of the Incumbent Board unless such individual’s initial assumption of office is in connection with an actual or threatened election contest (as such terms are used in Rule 14a-12(c) of Regulation 14A promulgated under the Act).

(iii)

Consummation of a reorganization, merger or consolidation, in each case, in which the owners of more than 50% of the Stock or Voting Power of the Company do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of the Stock or Voting Power of the corporation resulting from such reorganization, merger or consolidation.

(iv)

A complete liquidation or dissolution of the Company or of its sale or other disposition of all or substantially all of the assets of the Company.

(v)

Notwithstanding anything in subsection (i) above to the contrary, (a) no acquisition of Beneficial Ownership of any additional Stock or Voting Power by any Group through the rights offering of the Company contemplated by the Company’s Registration Statement (No. 333-169310) on Form S-3, as amended from time to time (the “2010 Rights Offering”), shall be deemed to result in a Change in Control for purposes of this Agreement; and (b) if an acquisition pursuant to the 2010 Rights Offering results in any Group having Beneficial Ownership of Stock or Voting Power possessing 35 percent or more of the Stock or Voting Power, any acquisition of Beneficial Ownership of any additional Stock or Voting Power by that Group (that occurs while the Group has Beneficial Ownership of Stock or Voting Power possessing 35 percent or more of the total Stock or Voting Power) that results in an increase in the percentage of the total Stock or Voting Power held by that Group shall result in a Change in Control for purposes of this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended.

“Disability” means either of the following occurs:

(i)

The Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or

(ii)

The Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company.

“Good Reason” means any of the following events occur:

(i)

A material diminution in the Executive’s base compensation.

(ii)

A material diminution in the Executive’s authority, duties, or responsibilities.

(iii)

A requirement that the Executive report to a corporate officer or employee instead of reporting directly to the board of directors of the Company or its ultimate parent following the Change in Control.

(iv)

A change of more than 50 miles in the geographic location at which the Executive must perform the services from the Company’s offices in High Point, North Carolina.

(v)

Any other action or inaction that constitutes a material breach by the Company or its successor of this Agreement.

“ Pro Rata Bonus ” shall mean the annual bonus based on actual results for the year of termination and the relative portion of the year during which the Executive provided services, paid when the annual bonus would have been paid if the Executive had continued employment.

“Release” means a waiver and release by the Executive of claims against the Company in a form reasonably determined by the Company (which shall have no post-employment obligation or limitation in it and shall except out rights of indemnification, rights to directors and officers liability insurance coverage and amounts due under this Agreement).

“Subsidiary” means any corporation with respect to which another specified corporation has the power under ordinary circumstances to vote or direct the voting of sufficient securities to elect a majority of the directors.

“Successor” means a corporation or other entity acquiring all or substantially all the assets and business of the Company, whether by operation of law, by assignment or otherwise.

“Termination Date” means (a) in the case of the Executive’s death, the Executive’s date of death, and (b) in all other cases, the final date of Executive’s employment with the Company. Notwithstanding anything to the contrary herein, an Executive’s employment shall not be considered to have terminated unless the Executive has experienced a “separation from service,” as defined in Code Section 409A and the regulations there under.

SECTION 2. Term of Agreement

The term of this Agreement as amended and restated herein (the “ Term ”) will commence on the Effective Date and will continue in effect until December 31, 2016; provided however that on January 1, 2017 and on each January 1 thereafter, the Term shall automatically be extended for an additional one (1) year, unless not later than October 1 prior to the end of one of the periods, either the Company or the Executive shall have given notice to the other party not to extend the Term. Notwithstanding the foregoing, the Term shall be deemed to have immediately expired without any further action, and this Agreement will immediately terminate and be of no further effect if, prior to a Change in Control, the Executive’s employment is terminated for any reason. Additionally, in the event that a Change in Control occurs during the Term, then the Term shall automatically extend for a period of up to two additional years, if necessary, so that the Term coincides with the two-year post-Change in Control period specified in Section 3.1 below.

SECTION 3. Termination of Employment after Change in Control

3.1 If the Executive’s employment with the Company is terminated within two (2) years following a Change in Control that occurs during the Term, the Executive will be entitled to the following compensation and benefits:

(a) If the Executive’s employment with the Company is terminated (i) by the Company for Cause, (ii) by the Executive other than for Good Reason, or (iii) by reason of the Executive’s death or Disability, then the Company will pay to the Executive the Accrued Compensation.

(b) If the Executive’s employment with the Company is terminated by the Company other than for Cause, or the Executive terminates his employment for Good Reason, the Executive will be entitled to the following:

(i) the Company will pay the Executive all Accrued Compensation and the Pro Rata Bonus;

(ii) all unvested stock awards then held by Executive shall accelerate and become immediately vested to the extent that the awards would have been vested if Executive had remained an employee for three (3) years following the Change in Control; and

(iii) subject to the Executive providing the Company with a Release, the Company will pay the Executive as severance pay, and in lieu of any further compensation for periods subsequent to the Termination Date, in a single payment an amount in cash equal to three times the sum of (A) the Base Salary Amount and (B) the Bonus Amount.

(c) The Accrued Compensation and the amount provided for in Section 3.1(b)(iii) will be paid in a single lump sum cash payment by the Company to the Executive within sixty (60) days after the Termination Date, subject to the provisions of Section 11. The Pro Rata Bonus will be paid when the bonus would have been paid if the Executive had continued in employment.

3.2 Except as otherwise noted herein, during the term of this Agreement the compensation to be paid to the Executive hereunder will be in lieu of any similar severance or termination compensation (i.e., compensation based directly on the Executive’s annual salary or annual salary and bonus) to which the Executive may be entitled under any other Company severance or termination agreement, plan, program, policy, practice or arrangement. The Executive’s entitlement to any compensation or benefits of a type not provided in this Agreement will be determined in accordance with the Company’s employee benefit plans and other applicable programs, policies and practices as in effect from time to time.

3.3 The Executive shall not be required to mitigate any amounts payable under this Agreement and no such amounts shall be offset or reduced by the amount of any compensation or benefits from any subsequent employment.

(collectively, the “ Total Payments ”), and such payments and/or benefits would constitute an “excess parachute payment” within the meaning of Code Section 280G and/or any corresponding and applicable state law provision, the payments and/or benefits provided to the Executive under this Agreement will be reduced to the extent necessary so that no portion of the Total Payments will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “ Excise Tax ”); but only if (A) the net amount of such payments and benefits, as so reduced (and after subtracting the net amount of federal, state and local income and employment taxes on such reduced payments and benefits) is greater than or equal to (B) the net amount of such payments and benefits without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such payments and benefits and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced payments and benefits).

SECTION 5. Successors; Binding Agreement . This Agreement will be binding upon and will inure to the benefit of the Company and its Successors, and the Company will require any Successors to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. Neither this Agreement nor any right or interest hereunder will be assignable or transferable by the Executive or by the Executive’s beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement will inure to the benefit of and be enforceable by the Executive’s legal representatives.

SECTION 6. Notice . For the purposes of this Agreement, notices and all other communications provided for in the Agreement will be in writing and will be deemed to have been duly given when personally delivered or sent by certified mail, return receipt requested, postage prepaid, addressed to the respective addresses last given by each party to the other, provided that all notices to the Company will be directed to the attention of the Board with a copy to the Secretary of the Company. All notices and communications will be deemed to have been received on the date of delivery thereof or on the third business day after the mailing thereof, except that notice of change of address will be effective only upon receipt.

SECTION 7. Miscellaneous . No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representation, oral or otherwise, express or implied, with respect to the subject matter hereof has been made by either party which is not expressly set forth in this Agreement.

SECTION 8. Governing Law . This Agreement will be governed by and construed and enforced in accordance with the laws of the State of North Carolina without giving effect to the conflict of laws principles thereof.

SECTION 9. Severability . The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof.

SECTION 10. Entire Agreement . This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, if any, understandings and arrangements, oral or written, between the parties hereto with respect to severance protection in connection with a Change in Control.

SECTION 11. Code Section 409A .

(a) It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“ Code Section 409A ”) so as not to subject the Executive to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax, penalty or interest imposed by Code Section 409A, this Agreement shall be modified to avoid such additional tax, penalty or interest yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive.

(b) To the extent a payment or benefit is nonqualified deferred compensation subject to Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of a separation from service (within the meaning of Code Section 409A) to be a “specified employee” (within the meaning of that term under Section 409A(a)(2)(B) of the Code and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A), then with regard to any payment or the provision of any benefit that is “nonqualified deferred compensation” within the meaning of Code Section 409A and which is paid as a result of the Executive’s “separation from service,” such payment or benefit shall not be made or provided prior to the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this clause (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(c ) For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

(d) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred.

IN WITNESS WHEREOF, the parties have executed and delivered this Change in Control Protection Agreement as of the Effective Date.

Stanley Furniture Company, Inc.

By: /s/T. Scott McIlhenny, Jr.

T. Scott McIlhenny, Jr.

Chairman, Compensation
and Benefits Committee

Glenn Prillaman

/s/Glenn Prillaman

Executive’s Signature

Exhibit 10.2

Change in Control

Protection Agreement

This CHANGE IN CONTROL PROTECTION AGREEMENT by and between Stanley Furniture Company, Inc., a Delaware corporation (the “ Company ”), and Anita Wimmer (the “ Executive ”), is effective as of December 11, 2015 (the “ Effective Date ”).

PURPOSE

NOW, THEREFORE, in consideration of the respective agreements of the parties contained herein, it is agreed as follows:

SECTION 1. Definitions

For purposes of this Agreement, the following terms have the meanings set forth below:

“Base Salary Amount” means the Executive’s annual base salary at the rate in effect on the Termination Date.

“Board” means the Board of Directors of the Company.

“Change in Control” of the Company means, and shall be deemed to have occurred upon, any of the following events:

(i)

(ii)

(iii)

(iv)

A complete liquidation or dissolution of the Company or of its sale or other disposition of all or substantially all of the assets of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Disability” means either of the following occurs:

(i)

(ii)

“Good Reason” means any of the following events occur:

(i)

A material diminution in the Executive’s base compensation.

(ii)

A material diminution in the Executive’s authority, duties, or responsibilities.

(iii)

A requirement that the Executive report to a corporate officer or employee other than the Chief Executive Officer of the Company following the Change in Control.

(iv)

A change of more than 50 miles in the geographic location at which the Executive must perform the services from the Company’s offices in High Point, North Carolina.

(v)

Any other action or inaction that constitutes a material breach by the Company or its successor of this Agreement.

“Successor” means a corporation or other entity acquiring all or substantially all the assets and business of the Company, whether by operation of law, by assignment or otherwise.

SECTION 2. Term of Agreement

The term of this Agreement (the “ Term ”) will commence on the Effective Date and will continue in effect until December 31, 2016; provided however that on January 1, 2017 and on each January 1 thereafter, the Term shall automatically be extended for an additional one (1) year, unless not later than October 1 prior to the end of one of the periods, either the Company or the Executive shall have given notice to the other party not to extend the Term. Notwithstanding the foregoing, the Term shall be deemed to have immediately expired without any further action, and this Agreement will immediately terminate and be of no further effect if, prior to a Change in Control, the Executive’s employment is terminated for any reason. Additionally, in the event that a Change in Control occurs during the Term, then the Term shall automatically extend for a period of up to two additional years, if necessary, so that the Term coincides with the two-year post-Change in Control period specified in Section 3.1 below.

SECTION 3. Termination of Employment after Change in Control

(i) the Company will pay the Executive all Accrued Compensation and the Pro Rata Bonus;

(iii) subject to the Executive providing the Company with a Release, the Company will pay the Executive as severance pay, and in lieu of any further compensation for periods subsequent to the Termination Date, in a single payment an amount in cash equal to two times the sum of (A) the Base Salary Amount and (B) the Bonus Amount.

SECTION 4. Section 280G Reduction . Notwithstanding any provision of this Agreement to the contrary, if in connection with a Change in Control, the Executive becomes entitled to any payment and/or benefits provided by this Agreement or any other amounts in the nature of compensation, whether alone or together with other payments or benefits that the Executive receives or realizes or is then entitled to receive or realize from the Company or any of its affiliates or any other person whose actions result in the Change in Control (collectively, the “ Total Payments ”), and such payments and/or benefits would constitute an “excess parachute payment” within the meaning of Code Section 280G and/or any corresponding and applicable state law provision, the payments and/or benefits provided to the Executive under this Agreement will be reduced to the extent necessary so that no portion of the Total Payments will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “ Excise Tax ”); but only if (A) the net amount of such payments and benefits, as so reduced (and after subtracting the net amount of federal, state and local income and employment taxes on such reduced payments and benefits) is greater than or equal to (B) the net amount of such payments and benefits without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such payments and benefits and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced payments and benefits).

SECTION 11. Code Section 409A .

IN WITNESS WHEREOF, the parties have executed and delivered this Change in Control Protection Agreement as of the Effective Date.

Stanley Furniture Company, Inc.

By: /s/ Glenn Prillaman

Glenn Prillaman, Chief Executive Officer

Anita Wimmer

/s/Anita W. Wimmer

Executive’s Signature