Exhibit 10.2
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 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.
4. Section 4 of the Employment Agreement is amended in its
entirety as follows:
4. Duties. The employee shall continue to perform the duties
of President and Chief Executive Officer of the Company and shall,
under the direction of the Board of Directors, faithfully and to the
best of his ability perform such duties and such other duties and
responsibilities as may be reasonably assigned by the Board of
Directors from time to time, including service as an officer of
director of any subsidiaries of the Company but not including service
as an officer or director of nonsubsidiary affiliates not in the same
business as the Company.
5. Section 5 of the Employment Agreement is amended in its
entirety as follows:
5. Extent of Services. During the Employee's employment
hereunder, the Employee shall devote his entire working time, attention
and energy to the business of the Company and shall not be engaged in
any other active business of any kind except as authorized by the Board
of Directors of the Company.
6. Section 6(a) of the Employment Agreement is amended in its entirety as
follows:
a. Non-competition Restriction. Except with the prior
consent in writing of the Company or as provided in the last sentence
of this Section 6(a), the Employee shall not (A) during his employment
hereunder or (B) for a period of two years after termination of his
employment hereunder in the event Employee receives severance payments
pursuant to Section 7(b) or Section 7(e), directly or indirectly, in
the same or a similar capacity to that in which he performs services
for Company, manage, operate, control, be employed by, participate in,
invest in or be connected in any manner with the management, operation,
ownership or control of any business or venture which is in competition
in the United States with the business of the Company, provided that
nothing herein shall prohibit the Employee from owning securities of
the Company or up to 5% of the outstanding voting securities of any
issuer which is listed on the New York or American Stock Exchange or as
to which trading is reported or quoted on the NASDAQ System. The
provisions of this Section 6(a) shall not be applicable in the event
the Employee terminates his employment under Section 7(d).
7. This Amendment shall be governed by and construed in accordance with
the laws of the Commonwealth of Virginia without regard to conflict of laws.
8. This Amendment may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same agreement.
9. The Employment Agreement as amended hereby and this Amendment shall
be read together to constitute one agreement. The parties hereto agree that the
Employment Agreement, as amended hereby, remains in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
duly executed on the day and year first above written.
STANLEY FURNITURE COMPANY, INC.
By: s/Albert L. Prillaman
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Albert L. Prillaman
Chairman
s/Jeffrey R. Scheffer
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Jeffrey R. Scheffer