Hampshire Group, Limited 114 West 41st Street New York, NY 10036
Exhibit 10.2
Hampshire Group, Limited
114 West 41st Street
New York, NY 10036
May 14, 2015
Pure Fresh Coast, LLC
Po Box 248
Frankenmuth, MI 48734
Attention: David Gren
Dear David:
Subject to the terms and conditions of this letter agreement, Hampshire Group, Limited (“Company”) hereby engages Pure Fresh Coast, LLC (“Consultant”) as an independent contractor, to consult with and advise Company with respect to the operations of the Company’s subsidiary, Rio Garment, S.A. (“Rio”) (the “Project”) and related matters.
| 1. | Principal Duties. During the term of this letter agreement, Consultant shall at all times use its commercially reasonable efforts to consult with and advise Company with respect to the Project. Such consultation maybe be rendered via telephone, internet or electronic communication, or as the parties otherwise agree. |
| 2. | Compensation. During the term of this letter agreement, and in exchange for all of the services and covenants to be performed by Consultant hereunder, Company shall pay Consultant a severance payment in the gross amount of $70,000 (the “Consulting Payment”). Company shall deduct from each payment tax withholdings and deductions which it is required by law to make, if any. The Consulting Payment shall be paid in installments by wire transfer of funds to an account designated by Consultant on the following schedule: |
| Date Payable | Amount |
| June 15, 2015 | $20,000 |
| July 15, 2015 | $25,000 |
| August 15, 2015 | $25,000 |
Consultant agrees that Company may setoff against the Consulting Payment as and when payable any personal expenses incurred by David Gren using company issued credit cards.
3. Term. This letter agreement shall be effective as of the date set forth above and shall continue until the later of (i) August 31, 2015 and (i) the closing under, or termination of, that certain Stock Purchase letter agreement dated as of April 10, 2015, as amended, among David Gren, Minor Valle, the Company, Hampshire International, LLC, and Rio.
Hampshire Group, Limited
114 West 41st Street
New York, NY 10036
| 4. | Independent Contractor. In carrying out the services under this letter agreement, Consultant shall be and act as an independent contractor. Consultant shall have no authority to bind the Company. Consultant shall be solely responsible for the payments of applicable taxes on the Consulting Payments and shall indemnify and hold Company harmless from any failure to do so. |
5. Counterparts. This letter agreement may be executed in any number of counterparts (including by facsimile or other means of electronic transmission, such as by electronic mail in “.pdf” form), each of which when so executed and delivered shall be an original hereof, and it shall not be necessary in making proof of this letter agreement to produce or account for more than one counterpart hereof.
| 6. | Controlling Law. This letter agreement is made under, and shall be construed and enforced in accordance with, the substantive laws and regulations (without giving effect to principals of conflicts of law) of the State of New York, applicable to agreements made and to be performed solely therein. |
| 7. | Neutral Construction. In view of the fact that each of the parties hereto have been represented by their own counsel and this letter agreement has been fully negotiated by all parties, the legal principle that ambiguities in a document are construed against the draftsperson of that document shall not apply to this letter agreement. |
If the terms of this letter agreement are acceptable, please sign below where indicated
Very truly yours,
Hampshire Group, Limited
By: /s/ Paul M. Buxbaum_________
Name: Paul M. Buxbaum
Title: Chief Executive Officer
AGREED AND ACCEPTED:
Pure Fresh Coast, LLC
By: /s/ David Gren____________
Name: David Gren
Title:
