Exhibit 10.2
August 21, 2006
Mr. Jonathan Norwood
309 McDaniel Avenue
Greenville, SC 29601
Dear Mr. Norwood,
1. In the event that you are no longer employed by Hampshire Group Limited
or any of its subsidiaries (collectively, the "Company"), the Company hereby
agrees to compensate you for time spent by you (including, without limitation,
time spent with respect to travel, document review, consultation with advisors
or the Company, deposition and deposition preparation) in connection with: (i)
the investigation, defense or appeal of any action, suit or proceeding, or
preparing to investigate, defend, or participate in (including on appeal) any
pending or potential action, suit or proceeding, relating, directly or
indirectly, to the Investigation or otherwise to the Company or the Company's
past, present or future employee benefit plans or affiliates (including, without
limitation, any of the Company's subsidiaries, officers and directors) (as used
herein, the terms "action, suit or proceeding" and "Investigation" shall have
the meanings ascribed to them in that certain Indemnification Agreement, dated
as of the date hereof between you and Hampshire Group Limited (the
"Indemnification Agreement")) (other than with respect to an action, suit or
proceeding, if any, in which you have been retained as a paid expert witness for
and/or paid advisor to a plaintiff in such action, suit or proceeding against
the Company or in which you are a named plaintiff bringing such an action, suit
or proceeding against the Company), (ii) establishing or enforcing a right to
indemnification under the Indemnification Agreement, Section 145 of the DGCL or
otherwise or a right to compensation under this letter agreement, or (iii)
otherwise providing assistance or consultation to the Company. You shall be
compensated at an hourly rate equal to the greater of (x) your final total
compensation hourly rate, taking into account your annual base salary as in
effect prior to the termination of your employment and assuming 2,080 annual
work hours, multiplied by 1.0765 (e.g., your current base salary of $168,000,
multiplied by 1.0765, equals $180,852, and at 2,080 work hours would result in a
compensation rate of $86.95 per hour) or (y) such other amount as may be agreed
to by you and approved by the Company's Board of Directors. You acknowledge and
agree that you will be solely responsible for the payment of any federal, state
and local taxes applicable to any compensation paid or payable by the Company in
connection with the preceding sentence, and that the payment of such
compensation will not entitle you to any benefits, privileges or rights of an
employee of the Company.
2. Notwithstanding the foregoing, you shall not be compensated for any time
spent actually testifying in court as a witness whether called by the Company or
any third party.
3. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both of the parties to this letter
agreement. No waiver of any of the provisions of this letter agreement shall be
deemed or shall constitute a waiver of any other provision hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.
4. For purposes of any claims or proceedings to enforce this letter
agreement, the Company consents to the jurisdiction and venue of any federal or
state court of competent jurisdiction in
the states of Delaware and South Carolina, and waives and agrees not to raise
any defense that any such court is an inconvenient forum or any similar claim.
5. This letter agreement shall be governed exclusively by and construed
according to the laws of the State of Delaware, as applied to contracts between
Delaware residents entered into and to be performed entirely within Delaware.
6. Nothing in this letter agreement is intended to create any right to
employment or continued employment. Nothing in this letter agreement is intended
to create any obligation for you to provide any consultation or assistance to
the Company in the event that you are no longer employed by the Company.
7. The provisions for compensation set forth in this letter agreement shall
not be deemed exclusive of any other rights which you may have under any
provision of law, the Company's Certificate of Incorporation or Bylaws, pursuant
to a determination in any court in which a proceeding is brought, the vote of
the Company's stockholders or disinterested directors, the Indemnification
Agreement, other agreements or otherwise. Your rights hereunder shall inure to
the benefit of your heirs, executors and administrators.
8. If any provision or provisions of this letter agreement shall be
invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless compensate you as contemplated herein to the fullest
extent permitted by any applicable portion of this letter agreement that shall
not have been invalidated and to the fullest extent permitted by applicable law.
9. This letter agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument, notwithstanding that both parties are
not signatories to the original or same counterpart.
Sincerely,
HAMPSHIRE GROUP, LIMITED
By: /s/ Michael S. Culang
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Name: Michael S. Culang
Title: Interim CEO
AGREED AND ACCEPTED AS OF THE DATE WRITTEN ABOVE:
/s/ Jonathan W. Norwood
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Jonathan W. Norwood
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