exv10w2






Exhibit 10.2




RESTRICTED STOCK GRANT NOTICE AND AGREEMENT




     Hampshire Group, Limited (the “Company”), pursuant to its 2009 Stock Incentive Plan
(the “Plan”), hereby grants to Holder the number of shares of the Restricted Stock set
forth below. The Restricted Stock is subject to all of the terms and conditions as set forth in
this Restricted Stock Grant Notice and Agreement (this “Grant Notice”), as well as the
terms and conditions of the Plan, all of which are incorporated herein in their entirety.
Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the
Plan. Restricted Stock granted hereunder shall be designated as “Time Vested Restricted
Stock” and “Performance Vested Restricted Stock” based upon the applicable vesting
schedules described below.



	 	 	 
	 
	 	 
	Holder:

	 	                             
	 
	 	 
	Date of Grant:

	 	                             
	 
	 	 
	Number of Shares of
Time Vested Restricted Stock:

	 	                             
	 
	 	 
	Number of Shares of

Performance Vested Restricted Stock:

	 	                             
	 
	 	 
	Purchase Price per Share:

	 	$0.00
	 
	 	 
	Vesting Schedule:
	 	 
	 
	 	 
	Time Vested:

	 	Subject to the Termination provisions below, twenty five percent (25%) of the
Time Vested Restricted Stock shall vest on each of March 31, 2010, March 31, 2011, March
31, 2012, and March 31, 2013.
	 
	 	 
	Performance Vested:

	 	Subject to the Termination provisions below, twenty five percent (25%) of
the Performance Vested Restricted Stock shall be eligible to vest on each of March 31,
2011, March 31, 2012, March 31, 2013, and March 31, 2014, provided, in each case, that the
Company’s consolidated return on operating income for the calendar year immediately
preceding the calendar year in which the applicable vesting date falls, as a percent of
average working capital, is greater than or equal to the applicable Annual Performance
Percentage for such year. For purposes hereof, “average working capital” shall mean
current assets less current liabilities, excluding discontinued operations and the
“Annual Performance Percentage” shall mean (i) six percent (6.0%) for each of the
2010 and 2011 calendar years, and (ii) eight percent (8.0%) for each of the 2012 and 2013
calendar years.
















 






	 	 	 
	 

	 	To the extent that the Company’s consolidated return during
any applicable calendar year, as a percent of average working
capital, is less than the applicable Annual Performance
Percentage (a “Missed Year”), if in any subsequent
calendar year (through and including the 2013 calendar year),
the consolidated return actually achieved in such calendar
year exceeds applicable Annual Performance Percentage by an
amount such that the average consolidated return for the
applicable calendar year and any Missed Years, expressed as a
percentage of the average annual working capital for each
applicable year, is greater than or equal to the applicable
Cumulative Performance Percentage for such year, then all
shares of Performance Vested Restricted Stock otherwise
eligible to vest in respect of any Missed Year shall also
vest as of the vesting date applicable to the such subsequent
calendar year. For purposes hereof, the “Cumulative
Performance Percentage” shall mean (i) six percent (6.0%)
for each of the 2010 and 2011 calendar years, (ii) six and
two-thirds percent (6.667%) for the 2012 calendar year, and
(iii) seven percent (7.0%) for the 2013 calendar year.
	 
	 	 
	Change in Control:

	 	In the event of a Change in Control occurring prior to the Holder’s Termination,
all shares of Restricted Stock shall vest immediately prior to such Change in Control.
	 
	 	 
	Termination:

	 	Notwithstanding the terms of Section 6(d) of the Plan regarding Termination, if the
Holder’s Termination occurs as a result of the Holder’s death or Disability, (i) all Time
Vested Restricted Stock shall vest as of the date of such Termination, and (ii) all
Performance Vested Restricted Stock shall continue to vest as if no such Termination had
occurred.
	 
	 	 
	Additional Terms:

	 	The shares of Restricted Stock granted hereunder shall be subject to the
following additional terms:
	 
	 	 
	 

	 	•   The transfer restrictions described in Section 6(b)
of the Plan are incorporated herein by reference and
made a part hereof.

	 
	 	 
	 

	 	•   Any certificates delivered to the Holder representing
the Stock granted hereunder shall be subject to such
stop transfer orders and other restrictions as the
Company may deem advisable under the rules, regulations,
and other requirements of the Securities and Exchange
Commission, any







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	 	stock exchange upon which such shares are listed, and
any applicable federal or state laws, and the Company
may cause a legend or legends to be put on any such
certificates to make appropriate reference to such
restrictions as the Company deems appropriate.

	 
	 	 
	 

	 	•   The Holder shall be the record owner of the shares of
Restricted Stock until or unless such Restricted Stock
is forfeited or repurchased, or otherwise sold or
transferred in accordance with the terms of the Plan,
and as record owner shall generally be entitled to all
rights of a stockholder with respect to the Restricted
Stock, subject to the terms of Section 6(a) in the case
of any stock dividend declared and paid in respect of
the Restricted Stock.

	 
	 	 
	 

	 	•   Upon vesting of the Restricted Stock, Holder will be
required to satisfy applicable withholding tax
obligations, if any, as provided in Section 13 of the
Plan; provided, however, the Holder may elect, by
notifying the Company prior to any vesting date
applicable to the Restricted Stock, to satisfy
applicable withholding tax obligations by using shares
of Stock that would otherwise be deliverable upon the
vesting of the Restricted Stock, as contemplated in
Section 13 of the Plan.

	 
	 	 
	 

	 	•   This Grant Notice does not confer upon the Holder any
right to continue as an employee or service provider of
the Company, the Employer or their respective
Affiliates.

	 
	 	 
	 

	 	•   This Grant Notice shall be construed and interpreted
in accordance with the laws of the State of Delaware,
without regard to the principles of conflicts of law
thereof.

	 
	 	 
	 

	 	•   The Holder agrees that the Company may deliver by
email all documents relating to the Plan or the
Restricted Stock (including, without limitation, a copy
of the Plan) and all other documents that the Company is
required to deliver to its security holders (including,
without limitation, disclosures that may be required by
the Securities and Exchange Commission). The Holder
also agrees that the Company may deliver these documents
by







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	 	posting them on a website maintained by the Company
or by a third party under contract with the Company.
If the Company posts these documents on a website, it
shall notify the Holder by email.







* * *



THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THIS GRANT NOTICE AND THE PLAN, AND, AS AN EXPRESS
CONDITION TO THE GRANT OF RESTRICTED STOCK HEREUNDER, AGREES TO BE BOUND BY THE TERMS THIS GRANT
NOTICE AND THE PLAN.




	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	HAMPSHIRE GROUP, LIMITED

	 	 	 	HOLDER
	 	 
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 	 
	 

	 	Signature
	 	 	 	Signature	 	 
	 
	 	 	 	 	 	 	 	 
	Title:

	 	 
	 	 	 	 	 	 







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