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EXHIBIT 10.15



                              HANOVER DIRECT, INC.

                      2002 STOCK OPTION PLAN FOR DIRECTORS

        1.      Purpose. The purpose of the Hanover Direct, Inc. 2002 Stock
Option Plan for Directors (the "Plan") is to advance the interests of Hanover
Direct, Inc. (the "Company") by providing non-employee directors of the Company,
through the grant of options to purchase shares of Common Stock (as hereinafter
defined), with a larger personal and financial interest in the Company's
success.

        2.      Administration. The Plan shall be administered by a committee
(the "Committee") consisting of at least two members of the Board of Directors
of the Company (the "Board"). The Committee shall have full power and authority
to interpret the Plan, to establish such rules and regulations as it deems
appropriate for the administration of the Plan, and to take such other action as
it deems necessary or desirable for the administration of the Plan. The
Committee's interpretation and construction of any provision of the Plan or the
terms of any Option (as hereinafter defined) shall be conclusive and binding on
all parties.

        3.      Participants. Each director of the Company who is neither an
employee of the Company nor an Ineligible Director (as hereinafter defined) (a
"Non-Employee Director") shall be eligible to be granted Options to purchase
shares of Common Stock ("Options") under the Plan. An "Ineligible Director"
means any director of the Company who is a nonresident alien.

        Nothing contained in the Plan, or in any Option granted pursuant to the
Plan, shall confer upon any Director any right to the continuation of his or her
directorship or limit in any way the right of the Company to terminate his or
her directorship at any time.

        4.      The Shares. Options may be granted from time to time under the
Plan for the purchase, in the aggregate, of not more than 500,000 shares of
common stock, par value $0.66 2/3 per share, of the Company ("Common Stock")
(subject to adjustment pursuant to Section 13). Such shares of Common Stock may
be set aside out of the authorized but unissued shares of Common Stock not
reserved for any other purpose or out of previously issued shares acquired by
the Company and held in its treasury. Any shares of Common Stock which, by
reason of the termination or expiration of an Option or otherwise, are no longer
subject to purchase pursuant to an Option granted under the Plan, may again be
subjected to an Option under the Plan.

        5.      Option Grants. Options shall be evidenced by Option agreements
which shall be subject to the terms and conditions set forth in the Plan and
such other terms and conditions not inconsistent herewith as the Committee may
approve.


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                (a)     Initial Appointment Awards. As of the effective date of
                his or her initial appointment or election to the Board (or, if
                later, the effective date of the Plan) (the "Initial Appointment
                Date"), a Non-Employee Director shall receive a grant of an
                Option to purchase 50,000 shares of Common Stock (subject to
                adjustment pursuant to Section 13).

                (b)     Annual Service Awards. On each Award Date (as
                hereinafter defined) occurring after a Non-Employee Director's
                Initial Appointment Date, such Non-Employee Director shall be
                granted, provided he or she continues to serve as a member of
                the Board on such date, an Option to purchase 25,000 shares of
                Common Stock (subject to serve as a member of the Board on such
                date, an Option to purchase 25,000 shares of Common Stock
                (subject to adjustment pursuant to Section 13). An "Award Date"
                means August 2, 2002, August 1, 2003 and August 3, 2004.

        6.      Option Price. The price (the "Option Price") at which shares of
Common Stock may be purchased upon the exercise of an Option granted under the
Plan shall be the fair market value of such shares on the date of grant of such
Option. Solely for purposes of this Section 6, the fair market value of a share
of Common Stock shall be deemed to be the average of the closing prices of the
Common Stock on the Award Date, the 10 trading days immediately preceding the
Award Date, and the 10 trading days immediately following the Award Date.

        7.      Term And Exercisability Of Options. Options shall be granted for
a maximum term of 10 years. Subject to the other provisions of the Plan relating
to exercisability of Options, or as otherwise provided by the Committee and
evidenced in an Option agreement, the participant shall have the cumulative
right as of the first, second, and third anniversaries of the date of grant, to
purchase up to one-third, two-thirds, and 100%, respectively, of the Option
Shares; provided, however, that in the event of a Change of Control (as such
term is defined in the Hanover Direct, Inc. Key Executive Twenty-Four Month
Compensation Continuation Plan), the participant shall have the cumulative right
to purchase up to 100% of the Option Shares.

        8.      Termination Of Directorship. Except as otherwise provided in
this Section 8, or as otherwise provided by the Committee and evidenced in an
Option agreement, no person may exercise an Option more than three months after
the first date on which he or she ceases to be a director of the Company. If a
participant ceases to be a director of the Company by reason of death or
disability, any Options held by him or her may be exercised within 12 months
after the date he or she ceases to be a director of the Company. In no event may
an Option be exercised after the expiration of the term of such Option.

        9.      Payment. Full payment of the purchase price for shares of Common
Stock purchased upon the exercise, in whole or in part, of an Option granted
under the Plan shall be made at the time of such exercise. The Option Price may
be paid in cash or in shares of Common Stock valued at their fair market value
on the date of exercise. Alternatively, an Option may be exercised in whole or
in part by delivering a properly executed exercise notice together with
irrevocable instructions to a broker to deliver promptly to the Company the
amount


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of sale or loan proceeds necessary to pay the Option Price, and such other
documents as the Committee may determine.

        No shares of Common Stock shall be issued or transferred to a
participant until full payment therefor has been made, and a participant shall
have none of the rights of a stockholder until shares are issued or transferred
to him or her.

        10.     Nontransferability. Options granted under the Plan shall not be
transferable other than by will or by the laws of descent and distribution, and,
during a participant's lifetime, shall be exercisable only by him or her.
Notwithstanding the foregoing, a participant may transfer any Option granted
under the Plan to the participant's spouse, children, grandchildren, parents,
and/or siblings or to one or more trusts for the benefit of such family members,
if the agreement evidencing such Option so provides and the participant does not
receive any consideration for the transfer. Any Option so transferred shall
continue to be subject to the same terms and conditions that applied to such
Option immediately prior to its transfer (except that such transferred Option
shall not be further transferable by the transferee during the transferee's
lifetime).

        11.     Issuance Of Shares. If a participant so requests, shares
purchased upon the exercise of an Option may be issued or transferred in the
name of the participant and another person jointly with the right of
survivorship.

        12.     Status Of Options. Options granted under the Plan are
nonqualified options not qualifying as incentive stock options under Section 422
of the Internal Revenue Code of 1986, as amended.

        13.     Changes In Capital Structure, Etc. In the event of any merger,
share exchange, reorganization, consolidation, recapitalization,
reclassification, distribution, stock dividend, stock split, reverse stock
split, split-up, spin-off, or other similar transaction or event affecting the
Common Stock, the Committee is authorized, to the extent it deems appropriate,
to make substitutions or adjustments in the aggregate number and kind of shares
of Common Stock reserved for issuance under the Plan, in the number, kind and
price of shares of Common Stock subject to outstanding awards, and in the award
limits under the Plan (or to make provision for cash payment to the holder of an
Option). Outstanding Options shall be appropriately amended as to price and
other terms in a manner consistent with the aforementioned adjustment to the
shares of Common Stock subject to the Plan. Fractional shares resulting from any
adjustment in Options pursuant to this Section 13 may be settled in cash or
otherwise as the Committee shall determine. Notice of any adjustment shall be
given by the Company to each holder of an Option which shall have been adjusted
and such adjustment (whether or not such notice is given) shall be effective and
binding for all purposes of this Plan.

        14.     Effective Date And Termination Of Plan. The Plan shall become
effective on the date of its adoption by the Board or a duly authorized
committee thereof, subject to the ratification of the Plan by the affirmative
vote or consent of holders of a majority of the issued and outstanding shares of
Common Stock. The Plan shall terminate 10 years from the date of its adoption or
such earlier date as the Board or such committee may determine. Any Option


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outstanding under the Plan at the time of its termination shall remain in effect
in accordance with its terms and conditions and those of the Plan.

        15.     Amendment. The Board or a duly authorized committee thereof may
amend the Plan in any respect from time to time; provided, however, that no
amendment shall become effective unless approved by affirmative vote of the
Company's shareholders if such approval is necessary or desirable for the
continued validity of the Plan or if the failure to obtain such approval would
adversely affect the compliance of the Plan with Rule 16b-3 or any successor
rule under the Securities Exchange Act of 1934 or any other rule or regulation.
No amendment may, without the consent of a participant, impair his or her rights
under any Option previously granted under the Plan.

        The Board or a duly authorized committee thereof shall have the power,
in the event of any disposition of substantially all of the assets of the
Company, its dissolution, any merger or consolidation of the Company with or
into any other corporation, or the merger or consolidation of any corporation
into the Company, to amend all outstanding Options to terminate such Options as
of such effectiveness. If the Board shall exercise such power, all Options then
outstanding shall be deemed to terminate upon such effectiveness.

        16.     Legal And Regulatory Requirements. No Option shall be
exercisable and no shares will be delivered under the Plan except in compliance
with all applicable federal and state laws and regulations including, without
limitation, compliance with the rules of all domestic stock exchanges on which
the Common Stock may be listed. Any share certificate issued to evidence shares
for which an Option is exercised may bear such legends and statements as the
Committee shall deem advisable to assure compliance with federal and state laws
and regulations. No Option shall be exercisable, and no shares will be delivered
under the Plan, until the Company has obtained consent or approval from
regulatory bodies, federal or state, having jurisdiction over such matters as
the Committee may deem advisable.

        In the case of the exercise of an Option by a person or estate acquiring
the right to exercise the Option by bequest or inheritance, the Committee may
require reasonable evidence as to the ownership of the Option and may require
consents and releases of taxing authorities that it may deem advisable.


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