Exhibit 10.2
To: ▇▇▇ ▇▇▇▇▇
From: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Date: May 14, 2001
Dear ▇▇▇,
This is to confirm that you shall be granted a transaction bonus equal
to 50% of your annualized base salary payable to you under the Services
Agreement dated as of December 5, 2000, as amended, among Meridian
Ventures, LLC, yourself and Hanover Direct, Inc. (the "Services
Agreement") upon the occurrence of a Change of Control. "Change of
Control" is defined in the Hanover Direct, Inc. Key Executive Eighteen
Month Compensation Continuation Plan effective as of April 25, 2001, as
amended (the "Plan"). For purposes of the benefits under the Plan and
this letter agreement, the parties agree that your annualized base
salary is $600,000. This bonus, payable in one lump sum on the date of
closing of any transaction which constitutes a Change of Control, will
be paid to you only if you are actively employed by the Company on the
date the Change of Control occurs. Your voluntary termination or an
involuntary termination for cause will cancel this obligation, the
transaction bonus becoming null and void.
This understanding does not effect any other provisions of the Services
Agreement.
Any dispute arising from this Agreement will be settled through binding
arbitration, by an arbitrator mutually acceptable to the parties.
HANOVER DIRECT, INC. Accepted by:
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Executive ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President