Vice President-sales Employment Agreement

Exhibit 10.3


EMPLOYMENT AGREEMENT


THIS AGREEMENT, made as of April 1, 1999, between William A.Sibbick, Jr. ("Employee") and STANLEY FURNITURE COMPANY, INC., a Delaware corporation (the "Company").
WHEREAS, the Company desires to assure that it will have the benefit of the continued service and experience of the Employee, who is a principal executive officer of the Company and an integral part of its management, and the Employee is willing to enter into an agreement to such end upon the terms and conditions set forth in this Agreement. In consideration of the foregoing and the mutual agreements herein contained, the parties agree as follows:
1. Employment. The Company hereby employs the Employee and the Employee hereby accepts employment upon and agrees to the terms and conditions set forth herein.
2. Term. The term of employment under this Agreement (the "Term") shall commence January 1, 1999 and end on December 31, 1999 and 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.
3. Compensation.
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 $165,000, 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.
b. Bonus. In addition to base salary, the Employee shall be entitled to receive a potential annual bonus of $124,000, 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.
c. Other Benefits. The Employee shall also receive such other customary employee "fringe" benefits as are afforded generally by the Company to its senior personnel, including grants of stock options and participation in the Company's deferred compensation program.
4. Duties. The Employee shall continue to perform the duties of Senior Vice President - Sales of the Company and shall, under the direction of the President, faithfully and to the best of his ability perform such duties and such other duties and responsibilities as may be reasonably assigned by the President from time to time, including service as an officer or 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. 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 President.
6. Restrictive Covenants.
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 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).
b. Non-solicitation Agreement. Except with the prior consent in writing of the Company, the Employee shall not directly or indirectly hire or employ in any capacity or solicit the employment of or offer employment to or entice away or in any other manner persuade or attempt to persuade any person employed by the Company or any of its subsidiaries to leave the employ of any of them. This Agreement shall remain in full force and effect for a period of two years after the Term.
c. Confidential Information. The Employee further agrees to keep confidential and not use for his personal benefit or for any other person's benefit any and all proprietary information received by the Employee relating to inventions, products, production methods, financial matters, sources of supply, markets, marketing methods and customers of the Company on the date hereof or developed by or for it during the Term. This Agreement shall remain in full force and effect after the Term without limit in point of time, but shall cease to apply to information that legitimately comes into the public domain.
d. Specific Enforcement. It is agreed and understood by the parties hereto that, in view of the nature of the business of the Company, the restrictions in subsections a., b. and c. above are reasonable and necessary to protect the legitimate interests of the Company, monetary damages alone are not an adequate remedy for any breach of such provisions, and any violation thereof would result in irreparable injuries to the Company. The Employee therefore acknowledges that, in the event of his violation of any of such restrictions, the Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.
e. Severability and Extension. If the period of time or the area specified in subsection a. above is determined to be unreasonable in any proceeding, such period shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof, or both, so that such restrictions may be enforced for such time and in such area as is determined to be reasonable. If the Employee violates any of the restrictions contained in subsection a. above, the restrictive period shall not run in favor of the Employee from the time of the commencement of any such violation until such time as such violation shall cease. ...