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Agreement#: AG-368915
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2005 Non-Employee Directors Stock Incentive Plan


[ BASSETT FURNITURE INDUSTRIES LETTERHEAD ]


[DATE OF GRANT]

(NAME)

(STREET)

(CITY, STATE)


Dear (NAME):

You have been granted restricted shares of the common stock of the Company, as explained below (" Restricted Stock" ). The grant is made pursuant to the Bassett Furniture 2005 Non-Employee Directors Stock Incentive Plan (the " Plan" ). All capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

The number of shares in this grant equals $15,000 divided by the Fair Market Value of Company Stock as of the date of this grant, rounded to the nearest whole share.


Number of shares of Restricted Stock granted: ( )

Except as provided below, the shares of Restricted Stock are nontransferable and are subject to a substantial risk of forfeiture. The shares will become nonforfeitable (i.e., " Vested" ) as of the earliest of the dates provided in paragraphs 1, 2, 3 or 4 below (the " Vesting Date" ). To become Vested, you must continue to be a director of the Company up until the Vesting Date. If you cease to be a director of the Company prior to the Vesting Date, the Restricted Stock shall at that time be forfeited to the Company. (1) All the Restricted Stock shares aw ...

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