Exhibit 10.2
HAMPSHIRE GROUP, LIMITED
1924 Xxxxxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxx Xxxxxxxx 00000
March 28, 2007
CONFIDENTIAL
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Xxxxxxx X. Xxxxxx
c/o Hampshire Group, Limited
1924 Xxxxxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxx Xxxxxxxx 00000
Dear Xx. Xxxxxx:
This letter will confirm our mutual understanding with respect to certain
Change in Control protections which are being made available to you in
connection with your appointment as the Interim President and Chief Executive
Officer of Hampshire Group, Limited (the "Company"). Except as expressly
specified herein, this letter is not intended to amend that that certain
employment agreement between you and Hampshire Designers, Inc., dated as of July
1, 2005 (the "Employment Agreement"), which Employment Agreement shall remain in
effect in accordance with its terms.
If there occurs a Change in Control of the Company (as defined below)
during your employment with the Company, upon such Change in Control of the
Company, you may elect to terminate your employment with the Company, and in
lieu of any severance or other similar termination payments or benefits,
including any severance payable under the Employment Agreement, you will be
entitled to a lump-sum amount (the "Change in Control Severance Payment") equal
to two (2) times the sum of (x) your annual base salary as in effect on the date
hereof plus (y) your total bonus amount paid or payable for services performed
entirely within the Company's 2006 fiscal year (which, for example, excludes any
bonuses paid for services performed in the Company's 2005 fiscal year but paid
during the Company's 2006 fiscal year). The Change in Control Severance Payment
will be payable to you in cash as soon as administratively feasible following a
Change in Control of the Company, and will be subject to reduction for all taxes
that the Company is required to withhold by applicable Federal, state, local or
other law. To the extent that your employment with the Company continues
following a Change in Control of the Company, you will not be entitled to the
Change in Control Severance Payment, and the Company will have no further
obligation with respect thereto.
For purposes of this letter, a "Change in Control of the Company" shall
mean (i) any Change in Control (as defined in the Company's 1992 Stock Option
Plan (as amended and restated February 8, 2000)), or (ii) the appointment as an
executive officer of the Company following the date hereof of any shareholder or
member of any shareholder group (as such terms are defined under the Securities
Exchange Act of 1934, as amended) who beneficially owns, directly or indirectly,
in excess of five percent (5%) of the Company's outstanding voting securities.
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Please confirm the above agreement between you and us by signing and
returning to us a copy of this letter agreement.
Sincerely,
HAMPSHIRE GROUP, LIMITED
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Chairman of the Board of Directors
Accepted and Agreed as of March 28, 2007:
XXXXXXX X. XXXXXX
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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