X0306 4 2013-07-17 0000887150 HAMPSHIRE GROUP LTD HAMP 0001527525 Buxbaum Paul C/O HAMPSHIRE GROUP, LIMITED 114 WEST 41ST STREET NEW YORK NY 10036 1 1 1 Ch of the Bd, President & CEO Employee Stock Option (right to buy) 4.50 2013-07-17 4 A 0 250000 0 A 2023-06-30 Common Stock 250000 250000 D Employee Stock Option (right to buy) 6.75 2013-07-17 4 A 0 250000 0 A 2023-06-30 Common Stock 250000 250000 D Employee Stock Option (right to buy) 9 2013-07-17 4 A 0 150000 0 A 2023-06-30 Common Stock 150000 150000 D Employee Stock Option (right to buy) 11.25 2013-07-17 4 A 0 125000 0 A 2023-06-30 Common Stock 125000 125000 D Employee Stock Option (right to buy) 13.50 2013-07-17 4 A 0 125000 0 A 2023-06-30 Common Stock 125000 125000 D Employee Stock Option (right to buy) 15.75 2013-07-17 4 A 0 100000 0 A 2023-06-30 Common Stock 100000 100000 D See Remarks The options will vest on the following schedule following the Date of Grant. For clarity, each group of options at a common exercise price is referred to herein as an "Option Group": * 20% of the Options in each Option Group shall vest upon the first anniversary of the Date of Grant; * An additional 20% of the Options in each Option Group shall vest upon the earlier to occur of the second anniversary of the Date of Grant and the achievement by the Company of at least $5 million of trailing twelve months Adjusted EBITDA; * An additional 20% of the Options in each Option Group shall vest upon the earlier to occur of the third anniversary of the Date of Grant and the achievement by the Company of at least $7.5 million of trailing twelve months Adjusted EBITDA; * An additional 20% of the Options in each Option Group shall vest upon the earlier to occur of the fourth anniversary of the Date of Grant and the achievement by the Company of at least $10 million of trailing twelve months Adjusted EBITDA; and * An additional 20% of the Options in each Option Group shall vest upon the earlier to occur of the fifth anniversary of the Date of Grant and the achievement by the Company of at least $12.5 million of trailing twelve months Adjusted EBITDA. For purposes of the Options, the phrase "trailing twelve months Adjusted EBITDA" shall mean the (a) earnings before interest taxes depreciation and amortization ("EBITDA") of the Company less the amount of Acquired Base EBITDA (defined below), in each case, for the twelve full calendar months prior to the date such amount is being measured, as calculated by the Company on a monthly basis. For purposes of the Options, the phrase "Acquired Base EBITDA" shall be an amount equal to the aggregate amount of EBITDA of the Company attributable to all businesses acquired by the Company (whether by asset purchase, equity purchase, merger or otherwise), since the Date of Grant, all as determined by the Company. /s/ Paul M. Buxbaum 2013-07-19