Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 27, 2020, Allen L. Dittrich, Senior Vice President and Chief Merchandising and Marketing Officer of Duluth Holdings Inc. (the "Company"), notified the Company of his intent to retire after over five years of service to the Company, which was preceded by his service on the Company's advisory board of directors in 2014. Mr. Dittrich's retirement will be effective May 7, 2020 (the "Retirement Date"). In connection with his planned retirement, the Company and Mr. Dittrich have entered into a letter agreement, pursuant to which Mr. Dittrich will receive nine months of base salary continuation at the annual rate of $350,000 following the Retirement Date and 24,010 shares of Mr. Dittrich's unvested Class B Common stock of the Company that are scheduled to vest after the Retirement Date will vest immediately upon the Retirement Date. The Company does not intend to appoint a principal operating officer to fill the vacancy, and Mr. Dittrich's duties will be divided amongst current officers of the Company.

The foregoing description of the letter agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d) Exhibits



Exhibit No.              Description

10.1 Letter Agreement dated April 27, 2020

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