Exhibit 10.2


CONSULTING AGREEMENT


The
Undersigned:


1                              POLYMER GROUP, INC, a public
company, organised under the laws of the State of Delaware, United States of
America, having its principle office at 4055 Faber Place Drive, Suite 201,
North Charleston, South Carolina 29405, United States of America, hereafter to
be referred to as: the “Company”, for this matter duly represented by James
Schaeffer, its Chief Executive Officer.


and


2                              MR R. ALTDORF, domiciled at Kleve
(4190), Germany, at the Hirschpfuhl 20, hereafter to be referred to as: “the
Consultant”.


Hereafter together to be referred to as: “the Parties”


WHEREAS:


·                              the
Company is in need of the services of a consultant;


·                              the
Consultant is able and agrees to render such services to the Company, for which
purposes he will make himself available to the Company;


·                              the
Parties vis-à-vis do not intend de jure nor de facto to conclude or create an employment relationship
between the Company and the Consultant;


HAVE AGREED
AS FOLLOWS:


Section 1: Assignment


1.1                     This
consulting agreement (“the Consulting Agreement”) will enter into effect on
July 1, 2006 and will be concluded for three years. The Consulting Agreement
will therefore end automatically on June 30, 2009, without any notice being
required. The Consulting Agreement may be extended for subsequent one year
periods by mutual agreement.



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1.2                     The
Consultant will offer strategic and other advice on a general as-needed basis
and with regard to special projects. The specific content of his function and
duties for each special project will be discussed and mutually agreed in all
reasonableness.


1.3                     The
Consultant will ensure the Company that he will perform his tasks and duties to
the best of his abilities and in accordance with the Company’s requirements and
the applicable law.


1.4                     The
Consultant will make himself available for the above-mentioned assignment for
150 days during the three year period mentioned under 1.1. The Company will
strive to engage the Consultant in a similar number of days per year.  One day shall equal 8 hours of work during a
24 hour day.  To the extent Consultant
works less than 8 hours during a 24 hour day, Consultant will aggregate his
time over multiple days until 8 hours (i.e., 1 day) have been achieved.  To the extent Consultant works more than 8
hours during a 24 hour day, Consultant will aggregate such additional time
until another 8 hours (i.e., 1 day) has been achieved.  For avoidance of doubt, it is possible for
Consultant to receive credit for up to 3 days of work in a 24 hour day (i.e., 3
x 8 = 24).  The Consultant shall submit a
record of his time to the Company no less than each calendar quarter during the
term.


Section 2: Termination


2.1                     This
agreement cannot be terminated before June 30, 2009, unless provided for in
this agreement.


2.2                     Notwithstanding
the above, the Company can terminate, by written notification, the Consulting
Agreement with immediate effect without the obligation to pay any form of
compensation, in the event the Consultant:


-                                files
for bankruptcy or is declared bankrupt;


-                                applies
for suspension of payment by a court’s decision and/or in the event that such
suspension of payment is granted;



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-                                is
in material default or negligence in the performance of the obligations of this
agreement.


-                                is
guilty of embezzlement;


-                                is
guilty of misappropriation of corporate funds or other material acts of
dishonesty;


-                                is
engaged in any activity of that could harm the business or reputation of the
Company;


-                                violates
any statutory, material, contractual or legal duty or obligation to the
Company.


2.3                     Notwithstanding
the above, the Consultant can terminate, by written notification, the
Consulting Agreement with immediate effect in case the Company:


-                                files
for bankruptcy or is declared bankrupt;


-                                applies
for suspension of payment by a court’s decision and/or in the event that such
suspension of payment is granted;


-                                is
in material default or negligence in the performance of the obligations of this
agreement.


In case of such a
termination, the Company agrees to pay Consultant within 10 days the remaining
fixed monthly fee due from the date of termination to the end of the contract
term.


Section 3: Fee and expenses


3.1                     In
consideration for the consultancy services rendered by the Consultant to the
Company the latter will pay the former a fixed monthly fee of € 5,312.50,
excluding VAT.  For every day the 150 day
maximum as mentioned under 1.4 is exceeded, the Company will pay the Consultant
a fixed daily fee of € 1,275, excluding VAT. No fees are due from the date the
Consultant has not been able, for whatever reason (e.g. illness or disability),
to perform his work under this Consulting Agreement for a period of 30 days;
provided, every reasonable effort will be made to allow Consultant to make up
any time missed.


3.2                     The
Company shall reimburse the reasonable and pre-approved travel and
out-of-pocket expenses incurred by the Consultant in the performance of his
consulting activities. Travel will be
done in accordance with the Company’s policies as they exist from time-to-time
and as they apply to vice presidents of the Company.



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3.3                     The
Consultant shall invoice the Company every month. The Company shall pay these
invoices within 10 days after the invoice date. This invoice has to be faxed to
the attention of the CEO of the Company.


Section 4: Confidentiality and disclosure


4.1                     The
Consultant must at all times both during and after the term of this consultancy
agreement observe secrecy with respect to the terms and conditions of the
Consulting Agreement and with respect to all matters coming to the knowledge of
the Consultant during the performance of his consulting activities as well as
with respect to all trade secrets and confidential information of the Company
or its affiliates or received by the Company, unless such matters are of nature
requiring legal communication required to third parties and prior reasonable
notice of such disclosure is given to the Company.


4.2                     It
is prohibited for the Consultant to have books, correspondence, notes,
drawings, calculations, and other documents of which the confidential character
can be assumed or copies or drawings thereof, and that belong to the Company,
to have in his private possession, or to show to third parties or to put at the
disposal without prior written approval of the Company.


4.3                     All
such correspondence, notes, drawings, calculations etc. even if they are put at
the disposal of the Consultant or were personally addressed and sent to the
Consultant, have to be returned at first request or at the termination of the
Consulting Agreement, together with all other Company property that the
Consultant possesses or controls.


Section 5: Non-competition


Without
the prior written consent of the Company, the Consultant will not during the
duration of the Consulting Agreement and during a period of one year after
termination of the Consulting Agreement, work directly or indirectly with or
for a company or group or individual(s), that wholly or partially are engaged
in the same business as the Company and/or its affiliated companies, wherever
in the world.



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Section 6: Non-solicitation


The
consultant will not during the duration of the Consulting Agreement and during
a period of one year after the termination of the Consulting Agreement without
the prior written consent of the Company, either alone or jointly with others,
or as employee, advisor, manager, consultant or agent of any person or entity,
directly or indirectly, solicit the employment of any person who is, or has at
any time during the two years preceding the termination date been, an employee,
vendor or customer of the Company and/or any of its affiliated companies.


Section 7: Intellectual and industrial property
rights


7.1                     All
Intellectual and Industrial property rights resulting from the consulting
activities carried out by the Consultant pursuant to the Consulting Agreement
shall become and remain the property of the Company. Insofar as the
Intellectual and Industrial property rights are not vested in the Company by
operation of law, the Consultant herewith transfers to the Company all
Intellectual and Industrial property rights resulting from his consulting
activities. The Consultant waives his moral rights to which the may be
entitled.


7.2                     The
Company warrants that the fee mentioned under section 3 includes reasonable
compensation for the fact that Intellectual and Industrial property rights will
vest in the Company and that Consultant will not be entitled to any further
compensation.


Section 8: Miscellaneous


8.1                     The
Consultant will hold the Company harmless from any possible claim with respect
to the existence of an employment agreement, in the event this agreement will
be considered as such by any relevant government, public authority or court.


8.2                     No
modification, variation or amendment to this agreement shall be effective
unless such modification, variation or amendment is in writing and has been
signed by or on behalf of both parties.


8.3                     This
agreement is not assignable by Consultant without the express written consent
of the Company, which consent may be withheld in its sole discretion.  This agreement is freely assignable by the
Company to any affiliated entity.  This
agreement is binding on each party’s successors and permitted assignees.



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8.4                     This
agreement contains the entire understanding between the Company and the
Consultant and therefore supersedes any previous (oral and written) agreements.


8.5                     This
agreement shall be exclusively governed by and shall be interpreted by the laws
of the State of Delaware, United States of America.


8.6                     If
any stipulation or paragraph of the Consulting Agreement will be declared null
and void, this will not affect the validity of the rest of the agreement. The
Company and The Consultant will consult with each other regarding the
stipulations, which are not valid in order to agree upon a new stipulation that
corresponds as much as possible with the essence of the original stipulation.


Thus
agreed and signed in duplicate, each party acknowledging having received one
copy, on the 8th day of May, 2006.


	
  /s/

  	
  /s/

  
	
   

  	
   

  
	
  James Schaeffer

  	
  Mr Rolf Altdorf

  
	
   

  	
   

  
	
  On behalf of
  Polymer Group, Inc.

  	
   

  



 



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