**Exhibit 10.2**

 

**Sport-Haley,Inc.**

4600 E. 48thAvenue

Denver, CO  80216

 

 

November 11, 2004

 

DonaldW. Jewell

Sport-Haley,Inc.

4600E. 48th Avenue

Denver,CO  80216

 

Re:Agreement to Serve as Interim Chief Executive Officer

 

DearDon,

 

Asyou know, the board of directors of Sport-Haley, Inc. (the “Company”) voted toappoint you as Interim Chief Executive Officer. The purpose of this letteragreement is to confirm the terms of the agreement reached with you to serve asInterim Chief Executive Officer.

 

1.             Continuation of Duties and Responsibilities Under February 2001 Employment Agreement. Except as specifically set forth in thisletter agreement, all of the terms of the Executive Employment Agreement datedFebruary 1, 2001 between you and the Company (the “February 2001 EmploymentAgreement”) for you to serve as Senior Vice President, shall remain in fullforce and effect, according to the terms of the February 2001 Agreement. Youagree that you will continue to perform your duties and responsibilities asSenior Vice President pursuant to the terms of the February 2001 EmploymentAgreement and shall continue to receive the compensation and benefits set forthunder that Agreement, as amended herein. Further, upon the termination without cause of your duties under thisletter agreement as Interim Chief Executive Officer, you agree that you shallcontinue to perform your duties and responsibilities as Senior Vice Presidentpursuant to the terms and conditions of the February 2001 Employment Agreement.The February 2001 Employment Agreement may be terminated according to itsprovisions for termination as contained in Article III thereof.

 

2.             Duties and Responsibilities. In addition to your duties andresponsibilities as Senior Vice President, as set forth in the February 2001Agreement, you agree to perform the following duties and responsibilities asInterim Chief Executive Officer:

 

Supervisionand coordination of all operations of the Company; supervision of all otherexecutive and operating officers of the Company, and such other matters asdetermined from time to time by the Board of Directors.

 

3.             Base Salary. In addition to the Base Salary, as amended, that you receive pursuantto your February 2001 Agreement, you shall receive an additional $50,000annually as Base Salary. Thus, as of the effective date of this letteragreement, your total Base Salary shall be $200,000 annually.

 

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                Bonus and Bonus PlanParticipation. At the conclusion of the term of thisAgreement or upon any other event of termination, the Board of Directors of theCompany, in its sole discretion, shall consider whether to award you a bonusfor your performance as Interim Chief Executive Officer pursuant to thisagreement. You remain eligible for bonuses as Senior Vice President pursuant toArticle II, Section 2.2 of the February 2001 Agreement.

 

4.             Term. The term of this agreement shall be from November 1, 2004 throughJune 30, 2005, subject to automatic monthly extensions and earlier terminationshould the Board of Directors appoint a permanent Chief Executive Officerwithin the term or should grounds for termination otherwise exist, as set forthin Article III of the February 2001 Agreement. Provided that you are incompliance with all of your obligations under this agreement, at the end of theinitial term (June 30, 2005), the term of your employment as Interim ChiefExecutive Officer shall be extended automatically for one additional month atthe end of each month of the extended term of this agreement on the same termsand conditions as contained in this agreement, unless either the Company or youshall, at least 30 days prior to the expiration of the extended term, givewritten notice of the intention not to renew this agreement. If the Companygives such written notice of non-renewal, the provisions of Section 3.3 of theFebruary 2001 Agreement shall apply; if the Executive gives such written noticeof non-renewal, the provisions of Section 3.5 of the February 2001 Agreementshall apply. The term and termination provisions of the February 2001 Agreementshall otherwise remain in full force and effect.

 

5.             Effective Date. This agreement shall become effectiveNovember 1, 2004.

 

Ifyou are in agreement with the terms of this agreement, please so indicate bysigning below.  This agreement has beenapproved by the Board of Directors and the Compensation Committee of theCompany and is signed below by an authorized member of the Board andCompensation Committee.

 
|   | SPORT-HALEY,  INC. |
|--------|--------------------|
|   |               |
|   |               |
|   | By:                | /s/  Mark J. Stevenson |   |
|   |               | Mark  J. Stevenson, Chairman of the |
|   |               | Compensation  Committee |
|   |               |
|   |               |
|   | DONALD  W. JEWELL  |
|   |               |
|   |               |
|   | By:                | /s/  Donald W. Jewell |   |
|   |               | Donald  W. Jewell |

 

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