Filed by Bowne Pure Compliance





Exhibit 10.1




STOCK PURCHASE AND SETTLEMENT AGREEMENT AND MUTUAL RELEASES




This Stock Purchase and Settlement Agreement and Mutual Releases (the “Agreement”), dated as
of August 4, 2008, is entered into by and among Ludwig Kuttner, Beatrice Ost-Kuttner, Fabian
Kuttner and K Holdings LLC (each a “Selling Party” and collectively, the “Selling Parties”) on the
one hand, and Hampshire Group, Limited, a Delaware corporation (“Hampshire”), on the other hand,
and shall be effective immediately upon execution by all parties. The Selling Parties and
Hampshire shall each be referred to as a “Party” and collectively as the “Parties.”



RECITALS




WHEREAS, Hampshire has asserted certain Claims (as defined in Section 2.3(a)) against Ludwig
Kuttner, including, without limitation, Claims arising out of or relating to (i) the costs of the
investigation (the “Investigation”) of Ludwig Kuttner by the Audit Committee of the Board of
Directors of Hampshire (the “Board of Directors”), (ii) the costs related to the termination of
Ludwig Kuttner’s employment, (iii) the costs of tax filings related to the Investigation or that
required resubmission based on findings of the Investigation, (iv) the repayment of bonuses, other
incentive-based and equity based compensation, and profits realized from the sale of Hampshire
securities, (v) the misuse and misappropriation of assets for personal benefit, (vi) certain
related party transactions, (vii) internal control deficiencies and improper financial reporting
and accounting for expense reimbursement and (viii) breach of loyalty (collectively, the “Hampshire
Claims”); and



WHEREAS, Ludwig Kuttner has asserted certain Claims against Hampshire and certain of its
current and former officers and directors and subsidiaries in an arbitration and otherwise,
including, without limitation, Claims arising out of or relating to (i) Hampshire’s actions with
respect to Ludwig Kuttner’s employment and the termination thereof, (ii) his role and status as an
employee, officer, director and stockholder of Hampshire, (iii) the Investigation including with
respect to his tax filings and the termination of his employment, (iv) termination benefits
including health, dental and life insurance, (v) stock options, bonuses payable, expense
reimbursements and personal and other property withheld, and (vi) indemnification obligations
(collectively, the “Kuttner Claims”); and



WHEREAS, none of the Parties has made or makes any admission with respect to any of the
aforementioned Claims asserted against such Parties; and



WHEREAS, the Parties wish to resolve all Claims which have been or could have been alleged as
against each other relating to the foregoing and otherwise, without admitting any liability or
wrongdoing, so as to avoid the burden, expense and inconvenience of further litigation between the
Parties; and




 


 









 





WHEREAS, in connection with a settlement of the aforementioned Claims, the Selling Parties
desire to sell and Hampshire desires to purchase all shares of Hampshire’s Common Stock, par value
$0.10 per share (the “Common Stock”), that are beneficially owned by the Selling Parties,
consisting of the following shares of Common Stock (the “Purchased Shares”):




	 	 	 	 	 
	Ludwig Kuttner
	 	 	695,928	 
	Beatrice Ost-Kuttner
	 	 	360,000	 
	K Holdings LLC
	 	 	1,214,412	 
	Fabian Kuttner
	 	 	120,000	 
	 
	 	 	 	 
	Total Shares:
	 	 	2,390,340	 
	 
	 	 	 






NOW, THEREFORE, for good and valuable consideration, including the mutual promises, releases,
representations, covenants and obligations contained herein, the sufficiency of which is hereby
acknowledged, the Parties hereby agree as follows:



Article I.




SALE AND PURCHASE




Section 1.1. Purchase of Shares. (a) Subject to the terms, provisions and
conditions contained in this Agreement, the Selling Parties do hereby assign, transfer, convey and
deliver to Hampshire all of the Selling Parties’ right, title and interest in and to the Purchased
Shares and Hampshire does hereby accept and purchase the Purchased Shares from the Selling Parties
for a purchase price per share of $5.00 and an aggregate purchase price of $11,951,700 (the
“Purchase Price”). Such assignment, transfer, conveyance, delivery and purchase of the Purchased
Shares shall be effective automatically as of the execution of this Agreement and the payment to
the Selling Parties of the Purchase Price (net of any payments due to Hampshire pursuant to
Section 2.1 hereof and $77,941.44 of applicable employment and income tax withholding
pursuant to Section 1.1(b) hereof), without the necessity of the execution and delivery by
either party of any further agreement, instrument or document or the taking of any other action,
except that the Selling Parties shall deliver herewith the stock certificates representing the
Purchased Shares and duly executed stock powers with Medallion signature guarantees or other
guarantees acceptable to Hampshire’s transfer agent (the “Stock Powers”) authorizing the transfer
of the Purchased Shares in accordance with the terms of this Agreement, or, in the case of any
Purchased Shares held by the Selling Parties in book entry form, Hampshire shall have received
confirmation that such shares have been transferred in book entry form to the account of Hampshire
at a broker designated by Hampshire, in each case free and clear of any Lien (as defined herein).
In the event any certificate representing the Purchased Shares has been lost, destroyed or stolen,
the Selling Parties, as a condition to the receipt of the Purchase Price, shall execute a customary
lost certificate affidavit in the form required by Hampshire’s transfer agent (the “Lost
Certificate Affidavit”).



(b) Each of the Selling Parties and Hampshire acknowledge and agree that (i) 35,794 of the
Purchased Shares consist of Common Stock held for the benefit of Ludwig Kuttner under the Hampshire
Group, Limited and Affiliates Common Stock Purchase Plan (the “SPP”), (ii) the portion of the
Purchase Price attributable to such Purchased Shares held under the SPP will be subject to all
applicable employment and income tax withholding of $77,941.44 and will be reported to Ludwig
Kuttner on Form W-2, and (iii) after the date hereof, the Selling Parties will have no right,
title, interest or ownership (beneficial or otherwise) in any shares of Hampshire’s stock issuable
or distributable under the SPP.


 


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(c) Subject to the terms, provisions and conditions contained in this Agreement, in the event
that the Selling Parties become aware of any additional shares of Common Stock that any Selling
Party beneficially owns (such shares of Common Stock, “Additional Purchased Shares”), the Selling
Parties shall, promptly after such Selling Parties become aware of such Additional Purchased
Shares, assign, transfer, convey and deliver to Hampshire all of the Selling Parties’ right, title
and interest in and to such Additional Purchased Shares and Hampshire shall accept and purchase
such Additional Purchased Shares from the Selling Parties for a purchase price per share of $5.00;
provided, however, that Hampshire shall have no obligation to purchase such
Additional Purchased Shares and the Selling Parties shall have no obligation to sell such
Additional Purchased Shares after the date that is 90 days after the date hereof, provided,
further, that in no event shall Hampshire be required to purchase in excess of 170,000
Additional Purchased Shares in the aggregate. Hampshire agrees to make reasonable efforts (which
in no event shall require Hampshire to incur any fees or expenses) to cooperate with the Selling
Parties to identify and locate Additional Purchased Shares. Concurrently with the delivery of the
purchase price for such Additional Purchased Shares by Hampshire, the Selling Parties shall deliver
the stock certificates representing the Additional Purchased Shares and duly executed Stock Powers
authorizing the transfer of such Additional Purchased Shares in accordance with the terms of this
Agreement, or, in the case of any Additional Purchased Shares held by the Selling Parties in book
entry form, Hampshire shall have received confirmation that such shares have been transferred in
book entry form to the account of Hampshire at a broker designated by Hampshire, in each case free
and clear of any Lien. In the event any certificate representing such Additional Purchased Shares
has been lost, destroyed or stolen, the Selling Parties, as a condition to the receipt of the
purchase price therefor, shall execute a customary lost certificate affidavit in the form required
by Hampshire’s transfer agent. In the event that Hampshire purchases any Additional Purchased
Shares pursuant to the terms of this Section 1.1(c), such Additional Purchased Shares shall
be deemed Purchased Shares for the purposes of the representations an warranties contained in
Section 4.1(c).



Section 1.2. Payment of Purchase Price. Concurrently with the execution hereof and
the delivery of the stock certificates representing the Purchased Shares and the Stock Powers in
accordance with Section 1.1 hereof (or a Lost Certificate Affidavit), Hampshire shall make
payment of the Purchase Price, less any payments due to Hampshire pursuant to Section 2.1
hereof, to the Selling Parties by certified or bank check or wire transfer of immediately available
funds to the accounts designated by the Selling Parties and specified on Schedule A hereto.



Article II.




SETTLEMENT AND RELEASE




Section 2.1. Payments to Hampshire. (a) Taking into consideration and in full
satisfaction and settlement of all Claims that Hampshire has asserted or has represented that it
can assert against Ludwig Kuttner, including, without limitation, the Hampshire Claims, and
excluding the Indemnified Claims as contemplated below in Section 3.1 and taking into
consideration and in full satisfaction of all Claims that Ludwig Kuttner has asserted or has
represented that he can assert against Hampshire, including, without limitation, the Kuttner Claims
and excluding the indemnifications provided by Hampshire in Sections 3.2 and 3.3 below, Ludwig Kuttner shall pay Hampshire the sum of $1,554,000 (the “Settlement Amount”)
which shall be credited against the Purchase Price as provided in Section 1.2.


 


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(b) Promptly following the date hereof (but in no event later than 60 days following the date
hereof), each of the Selling Parties shall return to Hampshire any and all property owned or leased
by Hampshire that is in the possession or control of such Selling Party on the date hereof or that
comes within such Selling Party’s possession or control at any time following the date hereof.



(c) Certain personal property (the “Personal Property”) owned by Ludwig Kuttner is currently
in storage at the 120 Enterprise Avenue South, Secaucus, New Jersey (the “Warehouse”). Ludwig
Kuttner shall remove all such Personal Property from the Warehouse within 60 days following the
date hereof at Ludwig Kuttner’s cost and expense. If Ludwig Kuttner does not remove such Personal
Property, the parties hereto acknowledge that Hampshire shall have the right to dispose of such
Personal Property in any manner and Hampshire shall have no liability to Ludwig Kuttner or to any
of the other Selling Parties with respect to such Personal Property. As of the date hereof, all of
Ludwig Kuttner’s personal property that is known by Hampshire to be in Hampshire’s possession or
control is located at the Warehouse.



Section 2.2. No Admission. Each of the Parties denies any fault, wrongdoing or
liability whatsoever. This Agreement shall not be deemed to be an admission or concession (i) on
the part of any of the Parties as to any of the facts alleged or the validity of any Claims
asserted by another Party, or (ii) on the part of any of the Parties as to any weakness of such
Claims.




Section 2.3. Release of Claims.



(a) Release of the Selling Parties by Hampshire. In exchange for the consideration
set forth herein, the sufficiency of which is hereby acknowledged, Hampshire, individually and for
each of its direct and indirect subsidiaries, Affiliates, officers, directors, employees,
predecessors, successors and assigns (collectively, the “Hampshire Releasors”) hereby releases and
forever discharge the Selling Parties and all of their respective Affiliates, associates, general
or limited partners or partnerships, predecessors, successors, heirs, executors, administrators or
assigns, or any of their respective present or former officers, directors, trustees, employees,
agents, attorneys, representatives, stockholders and insurers (collectively, the “Seller
Releasees”) from all rights, damages, losses, injuries, liabilities, demands, actions, claims,
suits, proceedings, investigations or causes of action of any kind whatsoever, in any court,
administrative agency or other forum (collectively, “Claims”) whether known or unknown, fixed or
contingent, asserted or unasserted, that the Hampshire Releasors ever had or hereafter may have by
reason of any matter, cause or thing whatsoever, from the beginning of the world to the day of the
date of this Agreement, including, but not limited to, claims which were, or could have been,
asserted in, or which arise out of or relate to the matters at issue in, the Hampshire Claims,
provided, however, that, subject to Section 5.15, nothing herein shall affect or
release Hampshire’s rights to the proceeds, if any, arising from the assertion of any Claim that
the Securities and Exchange Commission (the “SEC”) may bring pursuant to Section 304 of the
Sarbanes-Oxley Act or otherwise for the benefit of Hampshire or its stockholders, subsidiaries or
Affiliates, provided, further, that no release pursuant to this Section
2.3(a) shall release the Indemnified Claims (as defined below).


 


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(b) Release of Hampshire by the Selling Parties. In exchange for the consideration
set forth herein, the sufficiency of which is hereby acknowledged, the Seller Releasees, jointly
and severally, individually and in their capacity as stockholders of Hampshire, each on their own
behalf and on behalf of each other Seller Releasee, hereby release and forever discharge the
Hampshire Releasors and all of their respective Affiliates, associates, general or limited partners
or partnerships, predecessors, successors, heirs, executors, administrators or assigns, or any of
their respective present or former officers, directors, trustees, employees, agents, attorneys,
representatives, stockholders and insurers from all Claims that the Seller Releasees ever had or
hereafter may have by reason of any matter, cause or thing whatsoever, whether known or unknown,
fixed or contingent, asserted or unasserted, from the beginning of the world to the day of the date
of this Agreement, including, but not limited to, claims which were, or could have been, asserted
in, or which arise out of or relate to the matters at issue in, the Kuttner Claims,
provided, however, that no release pursuant to this Section 2.3(b) shall
release the indemnities provided by Hampshire pursuant to Sections 3.2 and 3.3,
below.



(c) Simultaneous with the execution of this Agreement, counsel for the Parties shall execute
the attached Stipulation of Dismissal with Prejudice (in the form attached hereto as Exhibit
C) and cause such Stipulation to be submitted to the American Arbitration Association thereby
dismissing for all purposes the arbitration designated Ludwig Kuttner v. Hampshire Group, Limited,
No. 13 166 01880 06.



(d) Simultaneous with the execution of this Agreement, counsel for the Parties shall execute
the attached Stipulation of Dismissal with Prejudice (in the form attached hereto as Exhibit
D) and cause such Stipulation to be submitted to the Court of Chancery of the State of Delaware
thereby dismissing for all purposes Ludwig Kuttner only from the action designated Hampshire
Group, Limited v. Ludwig Kuttner, Charles Clayton and Roger Clark, C.A. No. 3607-VCS.



Article III.




INDEMNIFICATION




Section 3.1. Indemnification of Hampshire. Ludwig Kuttner shall indemnify and hold
harmless Hampshire and its subsidiaries, Affiliates, associates, predecessors, successors or
assigns or insurers, or any of its or their respective present or former officers, directors,
employees, agents, attorneys, representatives and stockholders (collectively the “Hampshire
Indemnitees”), against any Claims by federal, state or local taxing authorities against the
Hampshire Indemnitees arising out of Ludwig Kuttner’s alleged failure to pay personal taxes to such
taxing authorities (collectively the “Indemnified Claims”) provided that Hampshire (i) affords
timely notice to Ludwig Kuttner of any such Indemnified Claims, (ii) cooperates to afford Ludwig
Kuttner reasonable access during normal business hours to relevant books and records of Hampshire,
and (iii) affords Ludwig Kuttner timely opportunity to address such matters with such taxing
authorities and to participate in the defense of such Claim at his own expense.



Section 3.2. Indemnification of the Selling Parties. Hampshire shall indemnify and
hold harmless the Selling Parties to the full extent permissible under Delaware law and Hampshire’s
Certificate of Incorporation and Bylaws (each as amended to date) for all Claims against the
Selling Parties based upon or arising out of this Agreement and Claims between Hampshire and the
Selling Parties, other than the Selling Parties’ failure to perform under this Agreement.


 


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Section 3.3. Indemnification of Ludwig Kuttner. Hampshire shall indemnify and hold
harmless Ludwig Kuttner to the full extent permissible under Delaware law and Hampshire’s
Certificate of Incorporation and Bylaws (each as amended to date) and consistent with the
indemnification agreements between Hampshire and certain Hampshire directors dated as of January 4,
2007 against all Claims or threatened Claims alleging misconduct by him as an officer, employee or
director of Hampshire or any of its subsidiaries. If such a Claim or threatened Claim is brought
against Ludwig Kuttner as provided in this Section 3.3, Ludwig Kuttner will promptly notify
Hampshire, and Ludwig Kuttner and Hampshire will promptly execute an Undertaking Agreement with
respect to such claim or threatened claim in substantially the form of Exhibit A hereto
providing for advancement of reasonable expenses to Ludwig Kuttner and Ludwig Kuttner’s undertaking
to reimburse Hampshire therefore in certain circumstances. Notwithstanding the foregoing,
Hampshire shall not be under any obligation to indemnify or hold harmless Ludwig Kuttner with
respect to any Claim or threatened Claim asserted against him by the SEC or The United States
Department of Justice with respect to any such claim or threatened claim by any other federal,
national, state, provincial, departmental, local, foreign or similar government, governmental,
regulatory or administrative authority, branch, agency or commission or any court, tribunal or
judicial body.



Article IV.




REPRESENTATIONS AND WARRANTIES




Section 4.1. Representations and Warranties of the Selling Parties. Each of the
Selling Parties, jointly and severally, represents and warrants as follows:



(a) Authorization. Each of the Selling Parties has all requisite power, authority
and legal capacity to execute and deliver this Agreement and each other agreement, document,
instrument or certificate contemplated by this Agreement or to be executed by such Selling Party in
connection with the consummation of the transactions contemplated by this Agreement (together with
this Agreement, the “Settlement Documents”), and to consummate the transactions contemplated hereby
and thereby. This Agreement has been, and each of the Settlement Documents will be upon its
execution and consummation of the transactions contemplated hereby, duly and validly executed and
delivered by such Selling Party and (assuming the due authorization, execution and delivery by the
other parties hereto and thereto) this Agreement constitutes, and each of the Settlement Documents
when so executed and delivered will constitute, legal, valid and binding obligations of each
Selling Party, enforceable against the Selling Parties in accordance with their respective terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
creditors’ rights and remedies generally, and subject, as to enforceability, to general principles
of equity, including principles of commercial reasonableness, good faith and fair dealing
(regardless of whether enforcement is sought in a proceeding at law or in equity).


 


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(b) Non-contravention. The execution, delivery and performance of the transactions
contemplated by this Agreement will not result in any violation or be in conflict with or
constitute, with or without the passage of time and giving of notice, either (i) a default under
any instrument, judgment, order, writ, decree, contract or agreement applicable to any Selling
Party or (ii) any provision of federal or state law, statute, rule or regulation applicable to any
Selling Party.



(c) Ownership of the Purchased Shares. The Selling Parties collectively are the
record and beneficial owners of the Purchased Shares, except with respect to the Purchased Shares
that are held for the benefit of Ludwig Kuttner under the SPP, of which he is the beneficial owner
and not the record owner. The Selling Parties collectively have good and marketable title to such
Purchased Shares, free and clear of any and all options, calls, contracts, commitments, demands,
liens, charges, security interests, equities, claims, pledges or encumbrances whatsoever (“Liens”).
The Selling Parties collectively have the full, absolute and entire power, legal right and
authority to sell, transfer, assign and deliver the Purchased Shares as provided in this Agreement,
and, upon delivery of the Purchased Shares and payment therefor pursuant hereto, the Purchased
Shares will be owned by Hampshire and good and marketable title to the Purchased Shares, free and
clear of all Liens, will pass to Hampshire. Except for Additional Purchased Shares, if any, the
Purchased Shares constitute all of the equity interests in Hampshire held, directly or indirectly,
beneficially or of record, wholly or partially owned, by the Selling Parties and their respective
Affiliates.



Section 4.2. Representations and Warranties of Hampshire. Hampshire represents and
warrants as follows:



(a) Authorization. Hampshire has all requisite power, authority and legal capacity
to execute and deliver this Agreement and each other Settlement Document to be executed by
Hampshire, and to consummate the transactions contemplated hereby and thereby. This Agreement has
been, and each of the Settlement Documents will be upon its execution and consummation of the
transactions contemplated hereby, duly and validly executed and delivered by Hampshire and
(assuming the due authorization, execution and delivery by the other parties hereto and thereto)
this Agreement constitutes, and each of the Settlement Documents when so executed and delivered
will constitute, legal, valid and binding obligations of Hampshire, enforceable against Hampshire
in accordance with their respective terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and
subject, as to enforceability, to general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity).



(b) Non-contravention. The execution, delivery and performance of the transactions
contemplated by this Agreement will not result in any violation or be in conflict with or
constitute, with or without the passage of time and giving of notice, either (i) a default under
any instrument, judgment, order, writ, decree, contract or agreement applicable to Hampshire or
(ii) any provision of federal or state law, statute, rule or regulation applicable to Hampshire.


 


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Article V.




MISCELLANEOUS




Section 5.1. Standstill. For a period of ten (10) years from the date hereof, none
of the Selling Parties nor any of their respective Affiliates shall, directly or indirectly, (i)
acquire any shares of Common Stock or any securities convertible into or exchangeable for such
shares (or any options to purchase such shares or other derivative securities of Hampshire), (ii)
propose to any Person or take steps to effect or enter into any business combination,
restructuring, recapitalization or the sale or other disposition outside of Hampshire’s ordinary
course of business of any material portion of Hampshire’s assets or other extraordinary transaction
involving Hampshire or any of its subsidiaries, (iii) seek election to or seek to place a
representative on the Board of Directors, (iv) solicit proxies or stockholder consents from any of
Hampshire’s stockholders or participate in any such solicitation for any purpose or otherwise seek
to control or influence the Board of Directors, (v) form, join or participate in a “group” (as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
in connection with any of the foregoing or (vi) make or cause Hampshire to make a public
announcement regarding any intention of any of the Selling Parties or their Affiliates to take any
action which would be prohibited by any of the foregoing.



Section 5.2. Resignation of Ludwig Kuttner. Concurrently with the receipt of the
Purchase Price by Ludwig Kuttner, Ludwig Kuttner shall resign from the Board of Directors, the
board of directors of each of its subsidiaries and from any committee of the Board of Directors or
the board of directors of any such subsidiary. Ludwig Kuttner shall on the date hereof deliver a
resignation letter in the form attached hereto as Exhibit B.



Section 5.3. Non-disparagement; Disclosure. Neither the Hampshire Releasors nor the
Seller Releasees shall knowingly criticize, disparage or engage in any conduct that may impair the
reputation of any of the other, or their employees, officers, managers, representatives or any of
their principals and/or any of their current or former directors or officers, or place any of the
foregoing parties in a negative light vis-à-vis any third party, including, without limitation,
Hampshire’s customers, employees, and vendors; provided, however, that this
provision shall not prevent any person including the Parties, from providing testimony, other
evidence or documents if that person is required to do so by applicable law, rule or regulation of
a governmental authority or self-governing regulatory organization or otherwise by or in connection
with legal process . The Selling Parties acknowledge and agree that Hampshire will file a Form 8-K
with the SEC describing the terms hereof and attaching a copy of this Agreement. A copy of such
Form 8-K will be provided to Ludwig Kuttner a reasonable time in advance of such filing. Until
such time as such Form 8-K is filed, no Party shall make any public announcement of the terms
hereof or proposed terms of any agreement with respect to the subject matter hereof between
Hampshire’s Selling Parties.




Section 5.4. Non-solicitation; Non-competition.



(a) For purposes of this Section 5.4, the term “Competitive Business” shall mean that
business of producing and selling moderately priced knit sweaters as presently being conducted by
Hampshire anywhere in the United States.


 


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(b) Each of the Selling Parties agrees that for a period of eighteen months from the date of
this Agreement, the Selling Parties and their respective Affiliates (each a “Restricted Person”)
shall not, directly or indirectly, for his, her or its own account or for the account of any other
Person, (i) encourage, solicit or induce, or in any manner attempt to encourage, solicit or induce,
any Person that at such time or at any time during the 60 days immediately preceding such time was
employed by, an agent of, or a service provider to, Hampshire or any of its subsidiaries to
terminate such Person’s employment, agency or service, or, in the case of an agent or service
provider, otherwise reduce such agency or service, as the case may be, with Hampshire or such
subsidiary, (ii) hire any Person employed by Hampshire or any of its subsidiaries at such time or
at any time during the 60 days immediately preceding such time, (iii) solicit or accept business
from any Person for whom Hampshire or any of its subsidiaries provided products or services within
the one-year period immediately preceding the date of this Agreement, or (iv) solicit or accept
business from any prospective customer or client of Hampshire or any of its subsidiaries who,
within the one-year period immediately preceding the date of this Agreement, Hampshire or such
subsidiary had solicited; provided that clauses (iii) and (iv) immediately above shall only apply
insofar as such Restricted Person (whether directly or indirectly, for his, her or its own account
or for the account of any other Person) is soliciting or accepting such business for the purpose of
providing a service or product that would constitute a Competitive Business.



(c) Ludwig Kuttner agrees that for a period of eighteen months from the date of this
Agreement, neither he nor his Affiliates shall, directly or indirectly, individually or jointly,
own any interest in, operate, join, control or participate as a partner, director, principal,
officer or agent of, or enter into the employment of or act as consultant to, any Competitive
Business or use or disclose any Confidential Information; provided, however, that (1) the ownership
by Ludwig Kuttner or his Affiliates of up to 1% in the aggregate of the equity securities of any
entity that has a class of securities registered pursuant to the Exchange Act; (2) for the
avoidance of doubt, the business currently conducted by Ludwig Kuttner or his Affiliates of selling
better-priced Knit sweaters under the name of “AVA;”, and (3) the private label sweater business,
will not be deemed to be a Competitive Business. As used herein, the term “Confidential
Information” shall mean all information in the possession of Ludwig Kuttner or his Affiliates
regarding Hampshire and its subsidiaries or Affiliates or any of their respective assets,
properties or businesses, and any other information regarding Hampshire and its subsidiaries or
Affiliates that Ludwig Kuttner or his Affiliates may obtain, except to the extend that (A) the
information must be disclosed by law, (B) the information becomes publicly available by reason
other than disclosure by the party subject to the confidentiality obligation, (C) the information
is independently developed, (D) the information is obtained from another source not obligated to
keep such information confidential or (E) the information is already publicly known or known to the
receiving party when disclosed.



(d) If any court of competent jurisdictions shall at any time deem the duration or the
geographic scope of any of the provisions of this Section 5.4 unenforceable, the other
provisions of this Agreement shall nevertheless stand and the duration and/or geographic scope set
forth in this Section 5.4 shall be deemed to be the longest period and/or greatest size
permissible by law under the circumstances, and the Parties agree that such court shall reduce the
time period and/or geographic scope to permissible duration or size.


 


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Section 5.5. Certain Defined Terms. For the purposes hereof, the term (i)
“Affiliates” shall mean, with respect to any Person, any other Person that, directly or indirectly
through one or more intermediaries, controls, is controlled by or is under common control with such
Person and (ii) “Person” means any individual, corporation, limited or general partnership, limited
liability company, limited liability partnership, trust, association, joint venture, governmental
entity and other entity and group (which term will include a “group” as such tern is defined in
Section 13(d)(3) of the Exchange Act).



Section 5.6. Expenses. Each Party will bear its own expenses in connection with the
negotiation, drafting and execution of this Agreement.



Section 5.7. Integration. This Agreement constitutes a single integrated and written
contract expressing the entire agreement between the Parties. This Agreement supersedes any prior
understanding and agreements between the Parties with respect to the subject matter herein. There
are no representations, agreements, arrangements or understandings between the Parties, oral or
written, relating to the subject matter of this Agreement that are not fully expressed herein. Any
statements, promises or inducements, whether made by any party or any agent of any Party, that are
not contained in this written Agreement, shall not be valid or binding. This Agreement may not be
enlarged, modified or altered except by written agreement signed by each of the Parties to this
Agreement.



Section 5.8. Governing Law. This Agreement shall be governed by, and interpreted in
accordance with, the laws of the State of New York, without reference to its principles of conflict
of laws.



Section 5.9. Specific Performance. Each Party acknowledges and agrees that each
Party hereto will be irreparably damaged in the event any of the provisions of this Agreement are
not performed by the Parties in accordance with their specific terms or are otherwise breached.
Accordingly, it is agreed that each of the Parties shall be entitled to specific performance of
this Agreement and its terms and provisions in any action instituted in accordance with Section
5.10 hereof and to an injunction to prevent breaches of this Agreement.



Section 5.10. Arbitration. Any dispute, claim or controversy arising out of or
relating to this Agreement or the breach, termination, enforcement, interpretation or validity
hereof, including the determination of the scope or applicability of this Agreement to arbitrate,
shall be determined by arbitration in New York, N.Y. Such arbitration shall be administered by
JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on any award
resulting from such arbitration may be entered in any court having jurisdiction over such matter.
This Section 5.10 shall not preclude any Party from seeking provisional remedies in aid of
arbitration from a court of appropriate jurisdiction.



Section 5.11. Consent to Jurisdiction. Each of the Parties hereto irrevocably
submits to the exclusive jurisdiction of the United States District Court for the Southern District
of New York, for the purposes of any suit, action or other proceeding to enforce the provisions of
Section 5.9 or 5.10 hereof. In the event that a federal court sitting in New York
does not have jurisdiction, each of the Parties hereby irrevocably submits to the exclusive
jurisdiction of a state court of New York, for the purposes of any suit, action or other proceeding
to enforce the provisions of Section 5.9 or 5.10 hereof. EACH OF THE PARTIES HERETO
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR
PROCEEDING ARISING OUT OF THIS STIPULATION OR THE TRANSACTIONS CONTEMPLATED HEREBY IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, OR ANY COURT OF THE STATE OF NEW YORK,
AND FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH
COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.


 


10









 





Section 5.12. Severability. In the event any provision contained in this Agreement
shall be determined to be invalid, illegal or otherwise unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in every other respect and
the remaining provisions of this Agreement shall not, at the election of the Party for whose
benefit the provision exists, be in any way impaired. However, if any such invalid, illegal or
unenforceable provision may be made valid, legal or enforceable by modification thereof, then a
court or other entity construing this Agreement may interpret or modify it to ensure its
enforceability. Should the general release language of Section 2.3(a) hereof be null and
void, at Hampshire’s option, this Agreement may become null and void. Should the general release
language of Section 2.3(b) hereof be null and void, at the Selling Parties’ option, this
Agreement may become null and void. In either such event, the parties will execute a new or
supplemental Agreement including enforceable general releases without receiving any additional
consideration because this Agreement was provided with the expectation that it would be fully
enforceable.



Section 5.13. Full Knowledge; No Assignment. Each Party represents and warrants that
in executing this Agreement, (i)(1) in the case of Hampshire, it has relied upon legal advice from
Willkie Farr & Gallagher LLP, attorneys of its choice licensed to practice law in the State of New
York and (2) in the case of the Selling Parties, they have relied upon legal advice from Katten
Muchin Rosenman LLP, attorneys of their choice licensed to practice law in the State of New York,
(ii) the terms of this Agreement have been completely read and explained to such Party by such
attorney(s), (iii) it fully understands, intends to agree to and does agree to the terms of this
Agreement, (iv) it has been apprised of all information relevant to its known or anticipated Claims
and this Agreement, including without limitation, future risks, complications and costs, (v) such
party has not relied on any inducement, promise or representation made by any other Party, or any
party representing or serving any other Party and (vi) it has not heretofore assigned or
transferred, or purported to assign or transfer, to any person or entity, any claim falling under
this Agreement or any portion thereof or interest therein.



Section 5.14. No Further Claim. Each Party hereby covenants and agrees that it shall
not initiate, institute, reinstitute, maintain, prosecute or voluntarily aid in the initiation,
institution, reinstitution, maintenance or prosecution of any claim of any kind whatsoever, against
any person, whether or not a Party, to recover damages, attorneys fees, expenses of any type or any
other losses allegedly sustained as a result of this Agreement or the transactions contemplated
hereby; provided, however, that nothing contained in this Section 5.14 shall prevent or
preclude any Party from cooperating with any pending or future investigation or Claim by any
governmental entity.


 


11









 





Section 5.15. No Duress. Each Party represents and warrants that it agrees that this
Agreement is fair and valid and that it executes this Agreement with full knowledge and
understanding of its provisions and under no compulsion or duress.



Section 5.16. Construction and Interpretation. This Agreement shall not be construed
more strictly against one Party than another merely by virtue of the fact that it, or any part of
it, may have been prepared by counsel for one of the Parties, it being recognized that it is the
result of arm’s-length negotiations between the Parties and all Parties have contributed
substantially and materially to the preparation of this Agreement.



Section 5.17. Counterparts. This Agreement may be executed in counterparts and by
facsimile.



[Signature Page Follows]



 


12









 





EACH OF THE PARTIES ACKNOWLEDGES THAT IT IS REPRESENTED BY COUNSEL, HAS HAD SUFFICIENT TIME IN
WHICH TO CONSIDER THIS AGREEMENT, HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND IS VOLUNTARILY
ENTERING INTO IT.



	 	 	 	 	 
	Dated: August 4, 2008	 	HAMPSHIRE GROUP, LIMITED
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Harvey L. Sperry
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Harvey L. Sperry
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Chairman, Independent Committee, Board of Directors
	 

	 	 	 	 
	 
	 	 	 	 
	Dated: August 4, 2008	 	/s/ Ludwig Kuttner
	 	 	 
	 	 	Ludwig Kuttner, individually
	 
	 	 	 	 
	Dated: August 4, 2008	 	/s/ Beatrice Ost-Kuttner
	 	 	 
	 	 	Beatrice Ost-Kuttner, individually
	 
	 	 	 	 
	Dated: August 4, 2008	 	/s/ Fabian Kuttner
	 	 	 
	 	 	Fabian Kuttner, individually
	 
	 	 	 	 
	Dated: August 4, 2008	 	K HOLDINGS LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ludwig Kuttner
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	Ludwig Kuttner
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Manager
	 

	 	 	 	 





 


 









 





SCHEDULE A

Wire Instructions





 


 









 





EXHIBIT A

Form of Undertaking




UNDERTAKING AGREEMENT




The following action was filed in the [Court] against [Hampshire Group, Limited (“Hampshire
Group”)], and certain of its officers and/or directors: [Name of Proceeding].



In consideration of the advancement by Hampshire Group of the reasonable expenses (including
reasonable attorneys’ fees and expenses) incurred by the undersigned in defending the undersigned’s
interests in the action listed above and any other related derivative actions (collectively, the
“Proceedings”), the undersigned hereby agrees and undertakes to repay all amounts so advanced by
Hampshire Group within thirty days of a demand for repayment by Hampshire Group if it ultimately
should be determined that the undersigned is not entitled to indemnification under the provisions
of Section 145 of the Delaware General Corporation Law and the governing instruments of Hampshire
Group, or if the undersigned did not act in good faith and in a manner the undersigned reasonably
believed to be in or not opposed to the best interests of Hampshire Group.



The undersigned acknowledges that Hampshire Group’s agreement to advance such reasonable
expenses and the actual advancement thereof in connection with the Proceedings does not create any
obligation on the part of Hampshire Group to advance such expenses in any other proceeding in which
the undersigned is or may become involved nor does it waive any claim or right whatsoever that
Hampshire Group might have or has had against the undersigned.



To the extent Hampshire Group makes any payments pursuant to this agreement, it reserves the
right, in its sole and absolute discretion to subrogate such payments to claims made under any of
its insurance policies.



The undersigned acknowledges and agrees that Hampshire Group reserves the right to terminate
this agreement at any time in its sole and absolute discretion by written notice to the
undersigned, and upon the giving of such notice, Hampshire Group shall have no further obligations
hereunder.


 


 









 





IN WITNESS WHEREOF, the undersigned has executed this Undertaking Agreement this
 _____ 

day
of ,
 _____ 

, 20_.



	 	 	 
	 

	 	 
	 

	 	 
	 

	 	Ludwig Kuttner






	 	 	 	 	 
	ACCEPTED AND AGREED:	 	 
	 

	 	 	 	 
	HAMPSHIRE GROUP, LIMITED	 	 
	 

	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:

Title:	 	 







 


 









 







EXHIBIT B

Form of Resignation Letter




Hampshire Group, Limited

1924 Pearman Dairy Road

Anderson, SC 29625




Re: Resignation




To the Board of Directors (the “Board”) of Hampshire Group, Limited, a Delaware corporation
(the “Company”) and each of its Subsidiaries and Affiliates:



I hereby resign as a director and officer of the Company and each of its subsidiaries and
affiliates to which I hold such positions (or analogous positions) and as a member of any and all
committees of the Company and each of its subsidiaries and affiliates to which I am a member, with
my resignation to be effective immediately and without any further action of the undersigned upon
receipt of the Purchase Price (as defined in that certain Stock Purchase and Settlement Agreement
and Mutual Releases (the “Settlement Agreement”), dated as of the date hereof, by and among
the undersigned, the Company and certain other parties thereto), net of any amounts due under
Section 2.1 of the Settlement Agreement, plus $5,082.42, representing amounts due to me from the
Company for my service on the Board and any committee thereof through the date hereof.



Dated: August 4, 2008




	 	 	 
	 

	 	 
	 

	 	 
	 

	 	Ludwig Kuttner





 


 









 





EXHIBIT C




AMERICAN ARBITRATION ASSOCIATION




	 	 	 	 	 
	 


	 	X	 	 
	LUDWIG KUTTNER,

	 	:
	 	No. 13 166 01880 06 
	 

	 	:	 	 
	Claimant,

	 	:	 	 
	-against-

	 	:	 	 
	 

	 	:	 	 
	HAMPSHIRE GROUP, LIMITED

	 	:	 	 
	 

	 	:	 	 
	Respondent.

	 	:	 	 
	 


	 	X	 	 






STIPULATION OF DISMISSAL WITH PREJUDICE




It is stipulated by and between the undersigned that the above entitled proceeding pending
with the American Arbitration Association, be and the same hereby is dismissed with prejudice and
without cost to any party.



	 	 	 	 	 	 	 
	WILLKIE FARR & GALLAGHER LLP	 	KATTEN MUCHIN ROSENMAN LLP
	 
	 	 	 	 	 	 
	By

	 	 	 	By	 	 
	 

	 	 
	 	 	 	 
	787 7th Avenue	 	575 Madison Avenue
	New York, NY 10019-6099	 	New York, NY 10022-2585 
	Counsel to Respondent, Hampshire Group, Limited	 	Counsel to Claimant, Ludwig Kuttner






	 	 	 
	SO ORDERED:
	 	 
	 
 


	 	 
	Charles J. Moxley, Jr.
	 	 





 


 









 





EXHIBIT D

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE




	 	 	 	 	 
	 


	 	X	 	 
	HAMPSHIRE GROUP, LIMITED,

	 	:
	 	C.A. No.: 3607-VCS
	 

	 	:	 	 
	Plaintiff,

	 	:	 	 
	 

	 	:	 	 
	v.

	 	:	 	 
	 

	 	:	 	 
	LUDWIG KUTTNER, CHARLES CLAYTON, and ROGER

	 	:	 	 
	CLARK,

	 	:	 	 
	 

	 	:	 	 
	Defendants.

	 	:	 	 
	 


	 	X	 	 






STIPULATION OF DISMISSAL WITH PREJUDICE AGAINST LUDWIG KUTTNER




It is stipulated by and between the undersigned that the above entitled action, be and the
same is hereby is, dismissed with prejudice against Ludwig Kuttner and without cost to any party.



	 	 	 	 	 	 	 
	Morris, Nichols, Arsht & Tunnell LLP	 	Richards, Layton & Finger, P.A.
	 
	 	 	 	 	 	 
	By

	 	 	 	By	 	 
	 

	 	 
	 	 	 	 
	Chase Manhattan Centre, 18th Floor	 	One Rodney Square
	1201 North Market Street	 	920 North King Street
	P.O. Box 1347	 	Wilmington, DE 19801 
	Wilmington, DE 19899-1347	 	(302) 651-7700 
	(302) 658-9200	 	 	 	 
	Attorneys for Plaintiff Hampshire Group, Limited	 	Attorneys for Defendant Ludwig Kuttner






	 	 	 
	SO ORDERED: