Exhibit 10.1
AGREEMENT
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BETWEEN
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HAMPSHIRE GROUP, LIMITED
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AND
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▇▇▇▇▇▇▇ ▇▇▇▇▇
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THIS AGREEMENT ("Agreement") is entered into as of the 25th day of
November, 2008 (the "Effective Date") by and between Hampshire Group, Limited, a
Delaware corporation ("Hampshire Group" or the "Company"), with offices at ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇, an individual residing
at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("▇▇▇▇▇").
WHEREAS, Hampshire Group and ▇▇▇▇▇ entered into an Employment Agreement
effective September 14, 2006 ("the Employment Agreement"); and
WHEREAS, Hampshire Group and ▇▇▇▇▇ have agreed that the Employment
Agreement will be terminated as of the date of this Agreement and that ▇▇▇▇▇
will continue in employment as an employee at will; and
WHEREAS, ▇▇▇▇▇ desires to continue in employment with the Company as an
employee at will.
NOW THEREFORE, in consideration of ▇▇▇▇▇'▇ continued employment as an at
will employee, subject to termination at any time, the parties agree as follows:
1. Employment Agreement.
The Employment Agreement effective as of September 14, 2006 is hereby
terminated and ▇▇▇▇▇ will no longer be entitled to the salary, benefits or other
provisions of that Employment Agreement. ▇▇▇▇▇ will continue to be employed on
an at-will basis at a salary rate set by the Company, in its absolute
discretion, payable in monthly installments less appropriate withholdings and
deductions required by law.
2. Covenants of ▇▇▇▇▇.
(A) At any time during and after ▇▇▇▇▇'▇ employment hereunder, without
the prior written consent of the Company, except to the extent required by an
order of a court having jurisdiction or under subpoena from an appropriate
government agency, in which event, ▇▇▇▇▇ shall use his best efforts to consult
with the Company prior to responding to any such order or subpoena, and except
as required in the performance of his duties hereunder, ▇▇▇▇▇ shall not disclose
to or use for the benefit of any third party any Confidential Information.
(B) At any time during and after ▇▇▇▇▇'▇ employment hereunder and
during the six (6) month period immediately following any termination of such
employment for any
reason, ▇▇▇▇▇ shall not, directly or indirectly, for his own account or for the
account of any other individual or entity, engage in Interfering Activities.
(C) For purposes of this Agreement:
(1) "Confidential Information" shall mean confidential or
proprietary trade secrets, client lists, client identities and information,
information regarding service providers, investment methodologies, marketing
data or plans, sales plans, management organization information, operating
policies or manuals, business plans or operations or techniques, financial
records or data, or other financial, commercial, business or technical
information (i) relating to the Company or any of its subsidiaries, or (ii) that
the Company or any of its subsidiaries may receive belonging to suppliers,
customers or others who do business with the Company, but shall exclude any
information that is in the public domain or hereafter enters the public domain,
in each case without the breach by ▇▇▇▇▇ of this Paragraph 2.
(2) "Interfering Activities" shall mean (i) encouraging,
soliciting, or inducing, or in any manner attempting to encourage, solicit, or
induce, any individual employed by the Company or any of its subsidiaries to
terminate such individual's employment with the Company or any of its
subsidiaries, or (ii) encouraging, soliciting or inducing, or in any manner
attempting to encourage, solicit or induce any client, account, customer,
licensee or other business relation of the Company or any of its subsidiaries to
cease doing business with or reduce the amount of business conducted with the
Company or any of its subsidiaries, or in any way interfere with the
relationship between any such client, account, customer, licensee or business
relation and the Company or any of its subsidiaries.
(D) ▇▇▇▇▇ acknowledges and recognizes the highly competitive nature of
the Company's business, that access to Confidential Information renders him
special and unique within the Company's industry, and that he will have the
opportunity to develop substantial relationships with existing and prospective
clients, accounts, customers, consultants and contractors, investors and
strategic partners of the Company during the course of and as a result of his
employment with the Company. In light of the foregoing, ▇▇▇▇▇ acknowledges and
agrees that the restrictions and limitations set forth in this Paragraph 2 are
reasonable and valid in geographical and temporal scope and in all other
respects, and are essential to protect the value of the business and assets of
the Company and its subsidiaries.
(E) ▇▇▇▇▇ expressly acknowledges that any breach or threatened breach
of any of the terms and/or conditions set forth in this Paragraph 2 may result
in substantial, continuing and irreparable injury to the Company. Therefore,
▇▇▇▇▇ hereby agrees that, in addition to any other remedy that may be available
to the Company, the Company shall be entitled to injunctive relief, specific
performance or other equitable relief by a court of appropriate jurisdiction in
the event of any breach of threatened breach of the terms of this Paragraph 2
without the necessity of proving irreparable harm or injury as a result of such
breach or threatened breach.
3. Independence; Severability; Blue Pencil. Each of the rights enumerated
in this Agreement shall be independent of the others and shall be in addition to
and not in lieu of any other rights and remedies available to the Company at law
or in equity. If any of the provisions
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of this Agreement or any part of any of them is hereafter construed or
adjudicated to be invalid or unenforceable, the same shall not affect the
remainder of this Agreement, which shall be given full effect without regard to
the invalid portions. If any of the covenants contained herein are held to be
invalid or unenforceable because of the duration of such provisions or the area
or scope covered thereby, the parties hereto agree that the court making such
determination shall have the power to reduce the duration, scope and/or area
permissible by law and in its reduced form said provision shall then be
enforceable.
4. Entire Agreement. This Agreement contains the entire understanding of
the Company and ▇▇▇▇▇ with respect to compensation of ▇▇▇▇▇ and supersedes any
and all prior understandings, written or oral. This Agreement may not be
amended, waived, discharged or terminated orally, but only by an instrument in
writing signed by both parties.
5. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to the
conflict of law principles thereof.
6. Counterparts.
This Agreement may be executed in counterparts, each of which will
constitute an original, but all of which together constitute one and the same
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.
▇▇▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Date: November 25, 2008
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HAMPSHIRE GROUP, LIMITED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title Vice President, General Counsel & Secretary
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Date: November 25, 2008
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