Exhibit 10.2
EMPLOYMENT AGREEMENT
BETWEEN
HAMPSHIRE GROUP, LIMITED
AND
HEATH L. GOLDEN
THIS
AGREEMENT is made and entered into as of the 3rd day of April, 2007
by
and between Hampshire Group, Limited, a Delaware corporation, with
offices at
119 W. 40th Street, 22nd Floor, New York, New York 10018
("Hampshire" or the
"Company"), and Heath L. Golden, an individual residing at 31
Cypress Street,
Tenafly, New Jersey 07670 ("Golden").
WHEREAS, Hampshire desires to employ Golden and to assure itself of
his
continued services on the terms set forth herein; and
WHEREAS, Golden desires to be so employed under the terms set forth
herein.
NOW
THEREFORE, in consideration of the premises, mutual covenants,
conditions and promises in this Agreement, the parties hereto agree
as follows:
1.
Employment. Subject to the terms and conditions contained herein,
Golden
will serve as Vice President Administration, General Counsel and
Secretary of
the Company. In such capacity, Golden shall have duties and
responsibilities
typically associated with such title, and will report directly to
the Chief
Executive Officer of the Company, or such other officer or employee
as may be
designated by the Chief Executive Officer from time to time. During
the term of
this Agreement, Golden shall devote substantially all of his
business time,
skill and attention to the performance of his duties on behalf of
the Company.
2.
Term. The terms of this Agreement shall apply for the calendar year
2007
and for each year thereafter unless sooner terminated as herein
provided.
3.
Salary. As compensation for his services, Golden will be paid a
base
salary of Two Hundred Seventy Five Thousand Dollars ($275,000) per
annum,
payable in accordance with the Company's customary payroll
practices less
appropriate withholdings and deductions required by law.
4.
Annual Bonus. For calendar year 2007 and beyond, Golden will be
eligible
to receive an Annual Bonus based upon a bonus program established
from time to
time by the Compensation Committee of the Board of Directors. All
payments made
pursuant to this Paragraph 4 shall be made in accordance with the
Company's
customary payroll practices less appropriate withholdings and
deductions
required by law.
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5.
Benefits. Golden shall be entitled to participate in Company
insurance
plans, pension and other employee benefits provided to other senior
executives
of the Company, in accordance with the terms and conditions
contained therein.
6.
Termination.
(A) The Company may terminate the employment relationship at any
time
for any reason. If Golden's employment is terminated by the Company
for any
reason other than for cause (other than by reason of Golden's
"disability"
(within the meaning of the Company's long-term disability policy)),
Golden shall
be paid (i) severance in an amount equal to six months of his then
annual base
salary, payable in six equal monthly installments less appropriate
withholdings
and deductions required by law and (ii) a pro rata portion of any
annual bonus
he would otherwise have been entitled to receive under Paragraph 4
hereof, less
appropriate withholdings and deductions required by law; such pro
rata amount
will be paid after year end in accordance with the Company's
customary payroll
practices and will be calculated by multiplying the annual bonus he
would
otherwise have been entitled to receive under Paragraph 4 hereof by
a fraction,
the numerator of which is the number of completed full months in
the current
fiscal year through the date of termination (by way of example, if
Golden is
terminated on August 16, the numerator will be seven) and the
denominator of
which is 12. Golden will not be entitled to and shall not receive
any additional
compensation or benefits of any other type following the date of
termination. If
the Company terminates the employment for cause, Golden will not be
entitled to
and shall not receive any severance, bonus or benefits of any type
following the
date of termination. Notwithstanding the payment provisions
described above, to
the extent required to fall within the "short-term deferal"
exception under
Section 409A of the Internal Revenue Code of 1986, as amended, all
amounts
payable under this paragraph shall be paid on or prior to March 14
of the
calendar year immediately following the calendar year in which such
termination
occurs.
For purposes of this Agreement, "cause" for termination shall
exist
only if Golden (i) breaches his fiduciary duty of loyalty owed to
the Company,
(ii) is convicted of, or pleads guilty or `no contest" to, a
felony, (iii)
commits willful misconduct involving acts of moral turpitude or
that otherwise
result in, or could reasonably be expected to result in, material
injury to the
Company or its subsidiaries, (iv) materially breaches this
Agreement, (v)
materially fails to follow a written instruction of a superior or
(vi) in
carrying out his duties and responsibilities, is guilty of gross
neglect or
gross misconduct.
(B) Golden may terminate the employment relationship at any time
for
any reason by giving written notice at least three (3) months prior
to the
effective date of termination. In the event of termination of
Golden's
employment under this Paragraph 6(B), he shall have the right to
retain all
compensation and reimbursements for outstanding expenses incurred
on behalf of
the Company through the effective date of termination but will not
be entitled
to and shall not receive any severance, bonus or benefits of any
type following
the date of termination. In addition, during such three (3) month
notice period,
the Company may, in its sole and absolute
2
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discretion, prohibit Golden from entering the premises of the
Company for all or
any portion of such notice period (which in no event shall be
treated as a
termination by the Company without cause), provided that the
Company shall
continue to pay to Golden his then base salary and continue
benefits provided
pursuant to Paragraph 5 above for the duration of the notice
period.
7.
Covenants of Golden.
(A) At
