Stock Plan For Non-employee Directors

BASSETT FURNITURE INDUSTRIES, INCORPORATED


1993 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS, AS AMENDED


1. PURPOSE. This Plan is intended to provide Directors who are not employees of the Company a sense of proprietorship and personal involvement in the development and financial success of the Company and to encourage such Directors to remain with and to devote their best efforts to the Company.


2. DEFINITIONS. Whenever used in the Plan, unless the context clearly indicates otherwise, the following terms shall have the following meanings:


(a) "Award" means an award pursuant to Sections 8 through 10
of the Plan.


(b) "Automatic Award Date" means April 1 of each year.


(c) "Board" or "Board of Directors" means the Board of
Directors of the Company.


(d) "Common Stock" means the Common Stock, $5.00 par value,
of the Company and any other stock or securities resulting from the
adjustment thereof or substitution therefor as described in Section 11
below.


(e) "Company" means Bassett Furniture Industries,
Incorporated, a Virginia corporation, and any corporation succeeding
to the Company's rights and obligations hereunder.


(f) "Compensation" means the annual fee payable by the
Company to a Director for a year of service as a Director without
reduction for withholding taxes and exclusive of (i) reimbursement for
expenses, (ii) meeting attendance fees and (iii) the value of any
fringe benefits which the Director receives or is entitled to receive
as a Director of the Company.


(f) "Director" means a member of the Board of Directors of
the Company who is not a regular employee of the Company or its
subsidiaries.


(h) "Disability" means the condition which results when an
individual has become permanently and totally disabled within the
meaning of Section 72(m)(7) of the Internal Revenue Code of 1986.


(i) "Election" means an election to receive an Award made
pursuant to Section 9 of the Plan.


(j) "Elective Award" means an award made pursuant to an
Election under Section 9 of the Plan.


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(k) "Exchange Act" means the Securities Exchange Act of
1934, as amended.


(l) "Fair Market Value", with respect to a share of the
Common Stock on a particular date, shall be (i) if such Common Stock
is listed on a national securities exchange or a foreign securities
exchange or traded on the NASDAQ National Market System, the closing
sale price of the Common Stock on said date on the national securities
exchange, the foreign securities exchange or the NASDAQ national
Market System on which the Common Stock is principally traded, or, if
no sales occur on said date, then on the next preceding date on which
there were such sales of Common Stock, or (ii) if the Common Stock
shall not be listed on a national securities exchange or a foreign
securities exchange or traded on the NASDAQ National Market System,
the mean between the highest and lowest prices reported by the
National Association of Securities Dealers, Inc. for the
over-the-counter market on said date or, if the highest and lowest
prices are not reported on said date, then on the next preceding date
on which there were such quotations, or (iii) if at any time
quotations for the Common Stock shall not be reported by the National
Association of Securities Dealers, Inc. for the over-the-counter
market and the Common Stock shall not be listed on any national
securities exchange or any foreign securities exchange or traded on
the NASDAQ National Market System, the fair market value based on
quotations for the Common Stock by market makers or other securities
dealers as determined by the Board of Directors in such manner as the
Board may deem reasonable.


(m) "Option" means a stock option granted pursuant to this
Plan.


(n) "Optionee" means the person to whom an Option is
granted.


(o) "Option Price" is defined in Section 6.


(p) "Plan" means this 1993 Stock Plan for Non-Employee
Directors, as in effect from time to time.


(q) "Stock Option Agreement" means the written agreement
between an Optionee and the Company evidencing the grant of an Option
under the Plan and setting forth or incorporating the terms and
conditions thereof.


3. ADMINISTRATION. The Plan shall be administered by the Board of Directors. The Board shall have all of the powers necessary to enable it properly to carry out its duties under the Plan, including but not limited to the power and duty to construe and interpret the Plan and to determine all questions that shall arise under the Plan, which interpretations and determinations shall be conclusive and binding upon all persons. Subject to the express provisions of the Plan, the Board may establish from time to time such regulations, provisions and procedures which in its opinion may be advisable in the administration of the Plan.


Notwithstanding the foregoing or any other provision of this Plan to the contrary, no discretion concerning decisions regarding the Plan shall be afforded to a person who is not a


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"disinterested person" (as defined in the rules and regulations of the Securities and Exchange Commission under Section 16 of the Act, as in effect from time to time). In the event that it is necessary for the proper administration of the Plan to exercise any such discretion, and the Board is so precluded from exercising such discretion, the Board may delegate any authority to exercise such discretion to a person or committee of persons, each of whom is a "disinterested person" as so defined.


4. ELIGIBILITY; OPTION GRANTS. Each Director shall automatically be granted an option to purchase 2,500 shares of the Common Stock upon his or her initial election to the Board of Directors, and shall automatically be granted an option to purchase 1,000 shares of Common Stock on the Automatic Award Date of each year beginning on April 1, 1994; provided, however, that such automatic grants shall be (i) made pro rata to all Directors if on the date of a grant there shall not be a number of shares sufficient to make all such grants and (ii) subject to adjustment or substitution pursuant to Section 11 hereof from the date hereof, irrespective of whether such option has been granted.


5. SHARES AVAILABLE. The Board of Directors shall reserve for the purposes of the Plan, and by adoption of the Plan does hereby reserve, out of the authorized but unissued Common Stock, a total of 125,000 shares of Common Stock of the Company (subject to adjustment or substitution pursuant to Section 11 hereof). In the event that an Option granted or Award under the Plan to any Director expires or is terminated unexercised or is forfeited as to any shares covered thereby, such shares shall again be available for the granting of Options or Awards under the Plan.


6. OPTION PRICE. The price at which each share of Common Stock (subject to adjustment pursuant to Section 11 hereof) may be purchased upon the exercise of an Option (the "Option Price") shall be the Fair Market Value of the shares of Common Stock subject to the Option on the date such Option is granted.


7. EXERCISE OF OPTIONS.


(a) Each option granted under the Plan by its terms shall
require the Director granted such option to remain available to serve
as a Director of the Company for six months from the date of the grant
of such option before the right to exercise any part of such option
will accrue. A Director may thereafter exercise any or all of such
option until the expiration or termination of the option; provided,
that not less than 100 shares may be purchased at any one time unless
the number of shares purchased is the total number at such time
purchasable under the option. Subject to earlier termination as
provided ...