Exhibit 10.2


 


AMENDMENT NO. 1 TO CHANGE IN CONTROL/


SEVERANCE
COMPENSATION AGREEMENT


 


This Amendment No.1 (the “Amendment”) to the
Change in Control Severance Compensation Agreement effective as of January 23,
2008 (the “Agreement”) is entered into on April 10, 2008, and is between
Polymer Group, Inc. (the “Company”) and Robert Kocourek (“Executive”).


 


In consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree to amend
the Agreement as follows:


 


	
  1.

  	
   

  	
  Insert the following new
  sub-section (vi) to Section 3(D) of the Agreement:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “; or (vi) Executive
  and the Company are unable to agree upon the proper reporting of any
  financial matter which Executive reasonably believes is appropriate in order
  to comply with the rules and regulations of the United States Securities
  and Exchange Commission or in order for the Company’s financial statements to
  be prepared in conformity with generally accepted accounting principles.”

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Delete sub-paragraph
  (A) of Section 4 of the Agreement and replace it with the
  following:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “(A) The Company
  shall pay to you in a lump sum payment within five (5) business days
  following the Date of Termination, an amount that is the sum of
  (i) twenty-four (24) times your monthly base salary at the rate in
  effect at the time a Notice of Termination is given and (ii) two times
  the greater of (x) your annual bonus earned for the most-recently completed
  fiscal year of the Company and (y) your annual target bonus for the year
  which includes the Date of Termination: provided, that you shall have
  executed a reasonable and customary release in favor of the Company and its
  subsidiaries releasing all claims related to or arising out of the
  termination of your employment.”

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Delete sub-paragraph
  (A) of Section 6 of the Agreement and replace it with the
  following:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “(A) In further
  consideration of the compensation to be paid to you hereunder, whether under
  Article 4 or Paragraph 6(E), you acknowledge that during the course of
  your employment with the Company and its Subsidiaries you shall become
  familiar with the Company’s trade secrets and with other Confidential
  Information concerning the Company and its predecessors and its Subsidiaries
  and that your services shall be of special, unique and extraordinary value to
  the Company and its Subsidiaries, and therefore, you agree that, during the
  time you are employed by the Company and for a period of time equal to twenty-four (24) months thereafter
  (the “Noncompete Period”), you shall not directly or indirectly own
  any interest in, manage, control, participate in, consult with, render
  services for, or in any manner engage in any business competing with the
  businesses of the Company or its Subsidiaries, as such businesses exist or
  are in process during your employment
  on the date of the termination or expiration of your employment, within any geographical area in which the
  Company or its Subsidiaries engage or plan to engage in such businesses.
  Nothing herein shall prohibit you from being a passive owner of not more than
  2% of the outstanding stock of any class of a corporation which is publicly
  traded, so long as you have no active participation in the business of such
  corporation.”

  



 

















 


Except as modified by the foregoing, all
other provisions of the Agreement shall remain in full force and effect.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Amendment as of the date written above.


 


	
  POLYMER GROUP, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Daniel
  L. Rikard

  	
   

  	
  /s/ Robert J. Kocourek

  
	
   

  	
   

  	
   

  	
  Robert Kocourek

  
	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   V.P. General Counsel & Secretary