Hooker Furniture Corporation Summary of Director Compensation (Effective June 7, 2011)

Summary

Hooker Furniture Corporation outlines the annual compensation for its non-employee directors, effective June 7, 2011. Non-employee directors receive a base retainer, additional fees for committee service and leadership roles, and reimbursement for reasonable expenses. They also receive an annual grant of restricted stock, which vests after three years or upon certain events such as death, disability, reaching age 75, or a change in company control. The number of shares granted is based on half of the director's total annual fees and the stock's market value.

EX-10.2 2 ex10-2.htm ex10-2.htm

EXHIBIT 10.2

SUMMARY OF DIRECTOR COMPENSATION

Hooker Furniture Corporation

The annual term of service for each member of the Company’s Board of Directors typically begins with the director’s election at the Company’s annual meeting of shareholders. The annual compensation for non-employee directors for the period beginning June 7, 2011, the date of the Company’s 2011 annual meeting of shareholders, is as follows:

§	$20,000 retainer for service on the Board; plus

§	$5,000 for the independent lead director; plus

§	$8,500 for serving on the Audit Committee and $4,000 for serving on each of the Compensation and Nominating and Corporate Governance Committees; plus

§	an additional $5,000 for the Chair of the Audit Committee, $4,000 for the Chair of the Compensation Committee and $3,000 for the Chair of the Nominating and Corporate Governance Committee.

In addition, directors will be reimbursed for reasonable expenses incurred in connection with attending board and committee meetings or performing their duties as directors.

Non-employee directors also receive an annual grant of restricted stock under the Company’s 2010 Stock Incentive Plan. The number of shares of restricted stock awarded to each non-employee director is determined by dividing fifty percent of the total annual fees payable to that director by the fair market value of the Company’s common stock on the award date (the average of the high and low market price of the stock on the day prior to the grant date), and rounding to the nearest whole share. The restricted stock will become fully vested, and the applicable restrictions will lapse, on the third anniversary of the grant date or, if earlier, when the director dies or is disabled, the annual shareholders meeting following the director’s attainment of age 75, or a change in control of the Company.

On June 10, 2011, each non-employee director of the Company received an award of restricted shares of Company common stock, as set forth in the table below:

Non-Employee Director	Restricted Stock Grant (# of shares)

W. Christopher Beeler, Jr.		2,111
John L. Gregory, III		2,060
E. Larry Ryder		1,017
Mark F. Schreiber		1,857
David G. Sweet		2,009
Henry G. Williamson, Jr.		2,111