Amended And Restated Directors' Stock Plan

CHROMCRAFT REVINGTON, INC.


AMENDED AND RESTATED DIRECTORS' STOCK PLAN
(EFFECTIVE AS OF DECEMBER 1, 2005)


ARTICLE I
PURPOSE AND DURATION


SECTION 1.1. HISTORY AND PURPOSE OF THE PLAN. The Directors' Stock Option Plan of Chromcraft Revington, Inc. was originally adopted effective as of January 1, 2002. Effective as of December 1, 2005, the Plan was amended to increase the number of Shares reserved for issuance under the Plan from Seventy-Five Thousand (75,000) to One Hundred Fifty Thousand (150,000) shares. The Plan was subsequently amended and restated, again effective as of December 1, 2005, principally to (i) provide for the granting of Shares of Restricted Stock in addition to Options, and (ii) rename the Plan as the Directors' Stock Plan.


The Plan is designed to promote the interests of Chromcraft Revington, Inc. and its stockholders through the granting of Options and Restricted Stock to the non-employee members of the Company's Board of Directors, thereby encouraging their focus on enhancing long-term stockholder value of the Company.


SECTION 1.2. EFFECTIVE DATE AND DURATION. Options and Restricted Stock may be granted hereunder for a period of ten (10) years commencing December 1, 2005. However, no Options can be exercised and no Shares of Restricted Stock can vest until the Plan has been approved by the stockholders of the Company. No Options or Shares of Restricted Stock will be awarded after December 1, 2015. On that date, the Plan will expire, except as to outstanding grants of Restricted Stock which have not vested and outstanding Options, with such Shares of Restricted Stock to become vested or forfeited and such Options to remain in effect until they have been exercised, terminated or have lapsed, as applicable.


ARTICLE II
DEFINITIONS


For purposes of the Plan, the following words and phrases will have the following meanings unless a different meaning is plainly required by the context:


SECTION 2.1. "1934 ACT" means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the 1934 Act or regulation thereunder will include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such section or regulation.


SECTION 2.2. "AFFILIATE" means any Subsidiary and any corporation or any other entity (including, but not limited to, partnerships, limited liability companies and joint ventures) controlling, controlled by or under common control with the Company.


SECTION 2.3. "AWARD" means an award of Options or Restricted Stock under the Plan.


SECTION 2.4. "AWARD AGREEMENT" means the written agreement executed by the Company and a Director which sets forth the terms and provisions applicable to each Award.


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SECTION 2.5. "AWARD DATE" means, with respect to any Award, the date on which the Award is made.


SECTION 2.6. "BENEFICIARY" means the person or persons designated by a Director to receive the benefits under the Plan, if any, which become payable as a result of the Director's death.


SECTION 2.7. "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the Company serving on the Effective Date or thereafter.


SECTION 2.8. "CASHLESS EXERCISE" means, if there is a public market for the Shares, the payment of the Exercise Price of Options, (a) through a "same day sale" commitment from the Director and an NASD Dealer whereby the Director irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased in order to pay the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such stock to forward the Exercise Price directly to the Company; or (b) through a "margin" commitment from the Director and an NASD Dealer whereby the Director irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Exercise Price and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company.


SECTION 2.9. "CHANGE IN CONTROL" means the effective date of a transaction or series of related transactions whereby (a) at least fifty-one percent (51%) of the Shares will subsequent to the effective date be owned by any person, entity or group (within the meaning of Section 13(d)(3) of the 1934 Act) unrelated to or unaffiliated with the Company, (b) the Company merges into or with, consolidates with or effects any plan of share exchange or other combination with any person or entity unrelated to or unaffiliated with the Company and in which transaction the Company is not the survivor, or (c) the Company disposes of all or substantially all of its assets other than in the ordinary course of business to any person or entity unrelated to or unaffiliated with the Company.


For purposes of the definition of a Change in Control, a person or entity will not include any Subsidiary or Affiliate or the employee stock ownership plan or any other employee benefit plan sponsored by the Company.


SECTION 2.10. "CODE" means the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or a regulation thereunder will include such section, any regulation promulgated under each section and any comparable provision of any future law, legislation or regulation amending, supplementing or superseding such section or regulation.


SECTION 2.11. "COMMITTEE" means the Compensation Committee of the Board of Directors, or such other committee appointed by the Board to administer the Plan, serving on the Effective Date or thereafter.


SECTION 2.12. "COMPANY" means Chromcraft Revington, Inc., a Delaware corporation, and any successor thereto.


SECTION 2.13. "DIRECTOR" means any individual who is a member of the Board of Directors on the Effective Date or thereafter and who is not an employee of the Company or any of its Affiliates.


SECTION 2.14. "DISABILITY" means an illness or a physical or mental disability or incapacity of a Director such that the Director has not been able to perform his duties and responsibilities for the Company (as determined by the Board of Directors) for a period of at least ninety (90) consecutive days.


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SECTION 2.15. "EFFECTIVE DATE" of the Plan, as amended and restated, means December 1, 2005.


SECTION 2.16. "ELIGIBLE TRANSFEREE" has the meaning set forth in Section 10.6.


SECTION 2.17. "EXERCISE PRICE" means the price at which a Share may be purchased by a Director pursuant to the exercise of an Option.


SECTION 2.18. "FAIR MARKET VALUE" means, on any given date, the average of the high and low prices of a Share, as reported by the principal securities exchange or market on which the Shares are then listed or traded, or, if there are no trades of Shares on such date, on the next preceding day on which Shares were traded.


SECTION 2.19. "IMMEDIATE FAMILY MEMBERS" has the meaning set forth in Section 10.6.


SECTION 2.20. "NASD DEALER" means a broker-dealer who is a member of the National Association of Securities Dealers, Inc.


SECTION 2.21. "OPTION" means an Award made to a Director pursuant to Article VI of an option to purchase Shares that does not meet the requirements of Code Section 422 applicable to incentive stock options.


SECTION 2.22. "OPTION PERIOD" means the period during which an Option will be exercisable in accordance with the applicable Award Agreement and Article VI.


SECTION 2.23. "PERIOD OF RESTRICTION" means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and, therefore, the Shares are subject to a substantial risk of forfeiture.


SECTION 2.24. "PLAN" means the Amended and Restated Directors' Stock Plan of Chromcraft Revington, Inc. as set forth in this document and as may hereafter be amended from time to time.


SECTION 2.25. "RESTRICTED STOCK" means an Award made to a Director pursuant to Article VII.


SECTION 2.26. "RULE 16B-3" means Rule 16b-3 promulgated under the 1934 Act, and any future rule or regulation amending, supplementing, or superseding such rule.


SECTION 2.27. "SECTION 16 PERSON" means a person who is required to file appropriate forms or reports with the Securities Exchange Commission pursuant to Section 16 of the 1934 Act and the regulations promulgated thereunder.


SECTION 2.28. "SHARES" means the whole shares of voting common stock ($.01 par value) of the Company, whether presently or hereafter issued and outstanding, and any other stock or securities resulting from adjustment thereof as provided in Section 4.5, or the stock of any successor to the Company which is so designated for the purposes of the Plan.


SECTION 2.29. "SUBSIDIARY" means Chromcraft Corporation ("Chromcraft"), Peters-Revington Corporation ("Peters-Revington"), Cochrane Furniture Company, Inc. ("Cochrane"), Silver Furniture Co., Inc. ("Silver"), Korn Industries, Incorporated ("Korn") and such other present or future direct or indirect subsidiary corporations or entities of the Company which are designated by the Board of Directors or the Committee.


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ARTICLE III
ADMINISTRATION


SECTION 3.1. THE COMMITTEE. The Plan will be administered by the Committee. The decision or action of a majority of the actual number of members of the Committee will constitute the decision or action of the Committee. The Committee will consist of not less than three Directors. The members of the Committee will be appointed from time to time by, and will serve at the pleasure of, the Board of Directors. It is intended that the Committee be comprised solely of Directors, each of whom is (a) independent under the director independence requirements of the principal securities exchange or market on which the Shares are then listed or traded, or (b) a "non-employee director" under Rule 16b-3. Failure of the Committee to be so comprised will not result in the cancellation, termination, expiration, or lapse of any Award.


SECTION 3.2. AUTHORITY OF THE COMMITTEE. Except as limited by law or by the Certificate of Incorporation or By-Laws of the Company, and subject to the provisions of the Plan, the Committee will have full power and discretion to construe and interpret the Plan, all Award Agreements and any other agreements or instruments entered into under the Plan; establish, amend or waive rules and regulations for the Plan's administration; and amend the terms and conditions of any Award and applicable Award Agreement to the extent such terms and conditions are within the discretion of the Committee as provided in the Plan. The Committee will make all other determinations which may be necessary or advisable for the administration of the Plan. Each Award will be evidenced by a written Award Agreement between the Company and the Director and will contain such terms and conditions established by the Committee consistent with the provisions of the Plan.


The Committee's interpretations, decisions, determinations and actions under the Plan will be made by the Committee in its sole discretion and as it deems advisable or appropriate. Any notice or document required to be given to or filed with the Committee will be properly given or filed if hand delivered (and a delivery receipt is received) or mailed by certified mail, return receipt requested, postage paid, to the Committee c/o Chromcraft Revington, Inc., 1100 North Washington Street, Delphi, Indiana 46923.


The Committee will determine whether each Award under the Plan will be made in either Options or Restricted Stock, or in a combination of Options and Restricted Stock in which latter case the Committee will make an appropriate adjustment to the number of Options and Shares of Restricted Stock subject to an Award so that the value or effect of the Award will be substantially similar to an Award made under either Section 6.1 or Section 7.1 but not an aggregate of both such Sections.


SECTION 3.3. DELEGATION BY THE COMMITTEE. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more Directors or officers of the Company; provided, however, that the Committee may not delegate its authority and powers (a) with respect to Awards to Section 16 Persons, or (b) in any way which would jeopardize the Plan's qualification under or compliance with Rule 16b-3 or other a ...