Hanesbrands (HBI) 10-K 2009 FY Annual report

Exhibit 10.19

SEVERANCE/CHANGE IN CONTROL AGREEMENT

          THIS SEVERANCE/CHANGE IN CONTROL AGREEMENT(the “Agreement”), is made and entered into this 18thday of December 2008, by and betweenHanesbrands Inc., a Maryland corporation (the “Company”), andWilliam J. Nictakis(“Executive”).

          WHEREAS,Executiveis an employee ofCompany,Companydesires to foster the continuous employment ofExecutiveand has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication ofExecutiveto his duties free from distractions which could arise in anticipation of an involuntary termination of employment or aChange in ControlofCompany;

          NOW, THEREFORE, in consideration of the mutual agreements herein set forth,CompanyandExecutiveagree as follows:

     1. Term and Nature of Agreement.ThisAgreementshall commence on the date it is fully executed (“Execution Date”) by all parties and shall continue in effect unless theCompanygives at least eighteen (18) months prior written notice that thisAgreementwill not be renewed. In the event of such notice, thisAgreementwill expire on the next anniversary of theExecution Datethat is at least eighteen (18) months after the date of such notice. Notwithstanding the foregoing, if aChange in Controloccurs during any term of thisAgreement, the term of thisAgreementshall be extended automatically for a period of twenty-four (24) months after the end of the month in which theChange in Controloccurs. Except to the extent otherwise provided, the parties intend for thisAgreementto be construed and enforced as an unfunded welfare benefit plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including without limitation the jurisdictional provisions of ERISA.

     2. Involuntary Termination Benefits.Executiveshall be eligible for severance benefits upon an involuntary termination of employment under the terms and conditions specified in this section 2.

(a) Eligibility for Severance.

(i) Eligible Terminations. Subject to subparagraph (a)(ii) below,Executiveshall be eligible for severance payments and benefits under this section 2 if his employment terminates under one of the following circumstances:

(A)	Executive’semployment is terminated involuntarily withoutCause(defined in subparagraph 2(a)(ii)(A)); or
(B)	Executiveterminates his employment at the request ofCompany.

(ii) Ineligible Terminations. Notwithstanding subparagraph (a)(i) next above,Executiveshall not be eligible for any severance payments or benefits under this section 2 if his employment terminates under any of the following circumstances:

(A)	A termination forCause. For purposes of thisAgreement,“Cause”meansExecutivehas been convicted of (or pled guilty or no contest to) a felony or any crime involving fraud, embezzlement, theft, misrepresentation of financial impropriety; has willfully engaged in misconduct resulting in material harm toCompany; has willfully failed to substantially perform duties after written notice; or is in willful violation ofCompanypolicies resulting in material harm toCompany;
(B)	A termination as the result ofDisability.For purposes of thisAgreement “Disability”shall mean a determination underCompany’sdisability plan coveringExecutivethatExecutiveis disabled;
(C)	A termination due to death;
(D)	A termination due toRetirement.For purposes of thisAgreement “Retirement”shall meanExecutive’svoluntary termination of employment on or afterExecutive’sattainment of the normal retirement age as defined in the Hanesbrands Inc. Pension and Retirement Plan (the “Retirement Plan”);
(E)	A voluntary termination of employment other than at the request ofCompany;
(F)	A termination following whichExecutiveis immediately offered and accepts new employment withCompany, or becomes a non-executive member of the Board;
(G)	The transfer ofExecutive’semployment to a subsidiary or affiliate ofCompanywith his consent;
(H)	A termination of employment that qualifiesExecutiveto receive severance payments or benefits under section 3 below following aChange in Control; or
(I)	Any other termination of employment under circumstances not described in subparagraph 2(a)(i).

(iii)	Characterization of Termination. The characterization ofExecutive’stermination shall be made by theCommittee(as defined in section 5 below) which determination shall be final and binding.
(iv)	Termination Date. For purposes of this section 2,Executive’s “Termination Date” shall mean the date specified in the separation and release agreement described under section 2(e) below.

(b) Severance Benefits Payable. IfExecutiveis terminated under circumstances described in subparagraph 2(a)(i), and not described in subparagraph 2(a)(ii), then

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in lieu of any benefits payable under any other severance plan of theCompanyof any type and in consideration of the separation and release agreement and the covenants contained herein, the following shall apply:

(i)

Executiveshall be entitled to receive hisBase Salary(the “Salary Portion of Severance”) during the “Severance Period,” payable as provided in section 2(c). The “Severance Period”shall mean the number of months determined by multiplying the number ofExecutive’sfull years of employment withCompanyor any subsidiary or affiliate ofCompanyby two; provided, however, that in no event shall theSeverance Periodbe less than twelve months or more than twenty-four months. “Base Salary”shall mean the annual salary in effect forExecutiveimmediately prior to hisTermination Date.At the discretion of theCommittee,Executivemay receive an additional salary portion in an amount equal to as much as 100% ofExecutive’starget bonus under theAnnual Incentive Plan.

Executiveshall receive a pro-rata amount (determined based upon the number of days from the first day of theCompany’scurrent fiscal year toExecutive’s Termination Datedivided by the total number of days in the applicable performance period and based on actual performance and achievement of any performance goals) of:

(A)

The annual incentive, if any, payable under theAnnual Incentive Planin effect with respect to the fiscal year in which theTermination Dateoccurs based on actual fiscal year performance (the “Annual Incentive Portion of Severance”). “Annual Incentive Plan”means the Hanesbrands Inc. annual incentive plan in whichExecutiveparticipates as of theTermination Date; and

(B)

The long-term incentive payable under theOmnibus Planin effect onExecutive’s Termination Datefor any performance period or cycle that is at least fifty (50) percent completed prior toExecutive’s Termination Dateand which relates to the period of his service prior to hisTermination Date. The “Omnibus Plan”means the Hanesbrands Inc. Omnibus Incentive Plan of 2006, as amended from time to time, and any successor plan or plans. The long-term incentive described in this section (“Long-Term Cash Incentive Plan”) includes cash long-term incentives, but does not include stock options, RSUs, or other equity awards.

Such amounts shall be payable as provided in section 2(c). Treatment of stock options, RSUs, or other equity awards shall be determined pursuant to theExecutive’saward agreement(s).Executiveshall not be eligible for any newAnnual Incentive Plangrants,Long-Term Cash Incentive Plangrants, or any other grants of stock options, RSUs, or other equity awards under theOmnibus Planduring theSeverance Period.

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(ii)

Beginning on hisTermination Date,Executiveshall be eligible to elect continued coverage under the group medical and dental plan available to similarly situated senior executives. IfExecutiveelects continuation coverage for medical coverage, dental coverage or both, he shall pay the entire COBRA premium charged for such continuation coverage during the Severance Period; provided, however, that during theSeverance Period Companyshall reimburseExecutivefor that portion of the COBRA premium paid that exceeds the amount payable by an active executive ofCompanyfor similar coverage, as adjusted from time to time. Such reimbursement shall be made toExecutiveon the 20th day of each calendar month during theSeverance Period,or within ten (10) business days thereafter. The amount eligible for reimbursement under this subparagraph in any calendar year shall not affect any amounts eligible for reimbursement to be provided in any other calendar year. In addition,Executive’sright to reimbursement hereunder shall not be subject to liquidation or exchange for any other benefit. Executive’sright to COBRA continuation coverage under any such group health plan shall be reduced by the number of months of medical and dental coverage otherwise provided pursuant to this subparagraph. The premium charged for any continuation coverage after the end of theSeverance Periodshall be entirely atExecutive’sexpense and shall be the actuarially determined cost of the continuation coverage as determined by an actuary selected by the Company (in accordance with the requirements under COBRA, to the extent applicable).Executiveshall not be entitled to reimbursement of any portion of the premium charged for such coverage after the end of theSeverance Period. Executive’sCOBRA continuation coverage shall terminate in accordance with the COBRA continuation of coverage provisions underCompany’sgroup medical and dental plans. IfExecutiveis eligible for early retirement under the terms of theRetirement Plan(or would become eligible if theSeverance Periodis considered as employment), then, after exhausting any COBRA continuation coverage under the group medical plan,Executivemay elect to participate in any retiree medical plan available to similarly situated senior executives in accordance with the terms and conditions of such plan in effect on and afterExecutive’s Termination Date; provided, that such retiree medical coverage shall not be available toExecutiveunless he or she elects such coverage within thirty (30) days following hisTermination Date. The premium charged for such retiree medical coverage may be different (greater) than the premium charged an active employee for similar coverage;

(iii)

Except as otherwise provided herein or in the applicable plan, participation in all otherCompanyplans available to similarly situated senior executives including but not limited to, qualified pension plans, stock purchase plans, matching grant programs, 401(k) plans and ESOPs, personal accident insurance, travel accident insurance, short and long term disability insurance, and accidental death and dismemberment insurance,

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shall cease onExecutive’s Termination Date. During theSeverance Period, Companyshall continue to maintain life insurance coveringExecutiveunderCompany’s Executive Life Insurance Planin accordance with its terms. IfExecutiveis eligible for early retirement or becomes eligible for early retirement during theSeverance Period, thenCompanywill continue to pay the premiums (or prepay the entire premium) so thatExecutivehas a paid-up life insurance benefit equal to his annual salary on hisTermination Date.

(c) Payment of Severance.

(i) Salary Portion.TheSalary Portion of Severanceshall be paid as follows:

(A)

That portion of theSalary Portion of Severance that exceeds the “Separation Pay Limit,”if any,shall be paid toExecutivein a lump sum payment as soon as practicable following theTermination Date, but in no event later than the fifteenth day of the third month after the date of the termination ofExecutive’s employment. The“Separation Pay Limit” shall mean two (2) times the lesser of (1) the sum ofExecutive’sannualized compensation based upon the annual rate of pay for services provided toCompanyfor the calendar year immediately preceding the calendar year in which theTermination Dateoccurs (adjusted for any increase during that calendar year that was expected to continue indefinitely ifExecutivehad not terminated employment); and (2) the maximum dollar amount of compensation that may be taken into account under a tax-qualified retirement plan underCodeSection 401(a)(17) for the year in which theTermination Dateoccurs. The payment to be made toExecutivepursuant to this subparagraph (A) is intended to be exempt fromCode Section 409A(as defined in section 15) under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals.

(B)

The remaining portion of theSalary Portion of Severanceshall be paid during theSeverance Periodin accordance withCompany’spayroll schedule, unless theCommitteeshall elect to pay the remainingSalary Portion of Severancein a lump sum payment or a combination of regular payments and a lump sum payment. Any lump sum payment shall be paid toExecutiveas soon as practicable following theTermination Date, but in no event later than the fifteenth day of the third month after the date of the termination ofExecutive’s employment. Notwithstanding the foregoing, in no event shall such remaining portion of theSalary Portion of Severancebe paid toExecutivelater than December 31 of the second calendar year following the calendar year in whichExecutive’s Termination Dateoccurs. The payments(s) to be made toExecutivepursuant to this subparagraph (B) are intended to be

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exempt fromCode Section 409A(as defined in section 15) under the exemption found in Regulation Section 1.409A-(b)(9)(iii) for separation pay plans (i.e., the so-called “two times” pay exemption).

(ii)	Incentive Portion.TheAnnual Incentive Portion of Severance, if any, shall be paid in cash on the same date the active participants under theAnnual Incentive Planare paid. TheLong-Term Cash Incentive Planpayout, if any, shall be paid in the same form and on the same date the active participants under theOmnibus Planare paid.
(iii)	Withholding.All payments hereunder shall be reduced by such amount asCompany(or any subsidiary or affiliate ofCompany) may be required under all applicable federal, state, local or other laws or regulations to withhold or pay over with respect to such payment.

(d)	Termination of Benefits. Notwithstanding any provisions in thisAgreementto the contrary, all rights to receive or continue to receive severance payments and benefits under this section 2 shall cease on the earliest of: (i) the dateExecutive breaches any of the covenants in the separation and release agreement described in section 2(e); or (ii) the dateExecutivebecomes reemployed byCompanyor any of its subsidiaries or affiliates.
(e)	Separation and Release Agreement. No benefits under this section 2 shall be payable toExecutiveunlessExecutiveandCompanyhave executed a separation and release agreement within forty-five (45) days following theTermination Dateand the payment of severance benefits under this section 2 shall be subject to the terms and conditions of the separation and release agreement.
(f)	Death of Executive.In the event thatExecutiveshall die prior to the payment in full of any benefits described above as payable toExecutiveforInvoluntary Termination, payments of such benefits shall cease on the date ofExecutive’sdeath.

     3. Change in Control Benefits.

(a) Eligibility for Change in Control Benefits.

(i) Eligible Terminations. If (A) within three (3) months preceding aChange in Control, theExecutive’semployment is terminated by theCompanyat the request of a third party in contemplation of aChange in Control, (B) within twenty-four (24) months following aChange in Control, Executive’s employment is terminated byCompanyother than on account ofExecutive’sdeath, disability or retirement and other than forCause,or (C) within twenty-four (24) months following aChange in Control Executive voluntarily terminates his employment forGood Reason, Executiveshall be entitled to theChange in Controlbenefits as described in section 3(b) below.

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(ii) Good Reason. For purposes of this section 3,“Good Reason” means the occurrence of any one or more of the following (withoutExecutive’s written consent after aChange in Control):

(A)	A material adverse change inExecutive’sduties or responsibilities;
(B)	A reduction inExecutive’sannual base salary except any reduction of not more than ten (10) percent;
(C)	A material reduction inExecutive’slevel of participation in any ofCompany’sshort- and/or long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices or arrangements in whichExecutiveparticipates except for any reduction applicable to all senior executives;
(D)	The failure of any successor toCompanyto assume and agree to perform thisAgreement; or
(E)	Company’srequiringExecutiveto be based at an office location which is at least fifty (50) miles from his office location at the time of theChange in Control.

The existence ofGood Reasonshall not be affected byExecutive’stemporary incapacity due to physical or mental illness not constituting aDisability.Executive’sretirement shall constitute a waiver of his rights with respect to any circumstance constitutingGood Reason.Executive’scontinued employment shall not constitute a waiver of his rights with respect to any circumstances which may constituteGood Reason; provided, however, thatExecutivemay not rely on any particular action or event described in clause (A) through (E) above as a basis for terminating his employment forGood Reasonunless he delivers aNotice of Terminationbased on that action or event within ninety (90) days after its occurrence andCompanyhas failed to correct the circumstances cited byExecutiveas constitutingGood Reason within thirty (30) days of receiving theNotice of Termination.

(iii)

Change in Control.For purposes of thisAgreement, a“Change in Control”will occur:

(A) Upon the acquisition by any individual, entity or group, including anyPerson(as defined in the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”)), of beneficial ownership (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of twenty (20) percent or more of the combined voting power of the then outstanding capital stock ofCompanythat by its terms may be voted on all matters submitted to stockholders ofCompanygenerally (“Voting Stock”);

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provided, however, that the following acquisitions shall not constitute aChange in Control:

1)	Any acquisition directly from Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities unless such outstanding convertible or exchangeable securities were acquired directly fromCompany);
2)	Any acquisition byCompany;
3)	Any acquisition by an employee benefit plan (or related trust) sponsored or maintained byCompanyor any corporation controlled byCompany; or
4)	Any acquisition by any corporation pursuant to a reorganization, merger or consolidation involvingCompany, if, immediately after such reorganization, merger or consolidation, each of the conditions described in clauses (1), (2) and (3) of subparagraph 3(a)(iii)(B) below shall be satisfied; and provided further that, for purposes of clause (2) immediately above, if (i) anyPerson(other thanCompanyor any employee benefit plan (or related trust) sponsored or maintained byCompanyor any corporation controlled byCompany) shall become the beneficial owner of twenty (20) percent or more of theVoting Stockby reason of an acquisition ofVoting StockbyCompany, and (ii) suchPersonshall, after such acquisition byCompany, become the beneficial owner of any additional shares of theVoting Stock and such beneficial ownership is publicly announced, then such additional beneficial ownership shall constitute aChange in Control; or

(B) Upon the consummation of a reorganization, merger or consolidation ofCompany, or a sale, lease, exchange or other transfer of all or substantially all of the assets ofCompany; excluding, however, any such reorganization, merger, consolidation, sale, lease, exchange or other transfer with respect to which, immediately after consummation of such transaction:

1) All or substantially all of the beneficial owners of theVoting StockofCompanyoutstanding immediately prior to such transaction continue to beneficially own, directly or indirectly (either by remaining outstanding or by being converted into voting securities of the entity resulting from such transaction), more than fifty (50) percent of the combined voting power of the voting securities of the entity

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resulting from such transaction (including, without limitation,Companyor an entity which as a result of such transaction ownsCompanyor all or substantially all ofCompany‘s property or assets, directly or indirectly) (the “Resulting Entity”) outstanding immediately after such transaction, in substantially the same proportions relative to each other as their ownership immediately prior to such transaction; and

2)

NoPerson(other than anyPerson that beneficially owned, immediately prior to such reorganization, merger, consolidation, sale or other disposition, directly or indirectly,Voting Stockrepresenting twenty (20) percent or more of the combined voting power ofCompany’sthen outstanding securities) beneficially owns, directly or indirectly, twenty (20) percent or more of the combined voting power of the then outstanding securities of theResulting Entity; and

3)

At least a majority of the members of the board of directors of the entity resulting from such transaction were members of the board of directors ofCompany(the “Board”) at the time of the execution of the initial agreement or action of theBoardauthorizing such reorganization, merger, consolidation, sale or other disposition; or

(C)

Upon the consummation of a plan of complete liquidation or dissolution ofCompany; or

(D)

When theInitial Directorscease for any reason to constitute at least a majority of theBoard. For this purpose, an “Initial Director” shall mean those individuals serving as the directors ofCompanyimmediately afterCompanyceased to be wholly-owned by Sara Lee Corporation; provided, however, that any individual who becomes a director ofCompanyat or after the first annual meeting of stockholders ofCompanywhose election, or nomination for election by theCompany’sstockholders, was approved by the vote of at least a majority of theInitial Directorsthen comprising theBoard (or by the nominating committee of theBoard, if such committee is comprised ofInitial Directorsand has such authority) shall be deemed to have been anInitial Director; and provided further, that no individual shall be deemed to be anInitial Directorif such individual initially was elected as a director ofCompanyas a result of: (1) an actual or threatened solicitation by aPerson(other than theBoard) made for the purpose of opposing a solicitation by theBoardwith respect to the election or removal of directors; or (2) any other actual or threatened

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solicitation of proxies or consents by or on behalf of anyPerson (other than theBoard).

(iv) Termination Date.For purposes of this section 3, “Termination Date” shall mean the date specified in theNotice of Terminationas the date on which the conditions giving rise toExecutive’stermination were first met.

(b) Change in Control Benefits.In the eventExecutivebecomes entitled to receive benefits under this section 3, the following shall apply:

(i) In consideration ofExecutive’scovenant in section 4 below,Executiveshall be entitled to receive the following amounts, payable as provided in section 3(j):

(A)	A lump sum payment equal to the unpaid portion ofExecutive’sannualBase Salaryand vacation accrued through theTermination Date;
(B)	A lump sum payment equal toExecutive’s proratedAnnual Incentive Planpayment (as determined in accordance with subparagraph 2(b)(ii)(A) above);
(C)	A lump sum payment equal toExecutive’s proratedLong-Term Cash Incentive Planpayment (as determined in accordance with subparagraph 2(b)(ii)(B) above); and
(D)	A lump sum payment equal totwotimes the sum of (1)Executive’sannualBase Salary; and (2) the greater of (i)Executive’starget annual incentive (as defined in theAnnual Incentive Plan) for the year in which theChange in Controloccurs and (ii)Executive’saverage annual incentive calculated over the three (3) fiscal years immediately preceding the year in which theChange in Controloccurs; and (3) an amount equal to theCompanymatching contribution to the defined contribution plan in whichExecutiveis participating at theTermination Date(currently 4%).

	Treatment of stock options, RSUs, or other equity awards shall be determined pursuant to theExecutive’saward agreement(s).Executiveshall not be eligible for any newAnnual Incentive Plangrants,Long-Term Cash Incentive Plangrants, or any other grants of stock options, RSUs, or other equity awards under theOmnibus Planwith respect to theCIC Severance Periodas defined immediately below.
(ii)	For a period of 24 months followingExecutive’s Termination Date(the “CIC Severance Period”),Executiveshall have the right to elect continuation of the life insurance, personal accident insurance, travel accident insurance and accidental death and dismemberment insurance

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coverages which insurance coverages shall be provided at the same levels and the same costs in effect immediately prior to theChange in Control. Beginning on hisTermination Date,Executiveshall be eligible to elect continued coverage under the group medical and dental plan available to similarly situated senior executives. IfExecutiveelects continuation coverage for medical coverage, dental coverage or both, he shall pay the entire COBRA premium charged for such continuation coverage during theCIC Severance Period; provided, however, that during theCIC Severance Period, Companyshall reimburseExecutivefor that portion of the COBRA premium paid that exceeds the amount payable by an active executive ofCompanyfor similar coverage, as adjusted from time to time. Such reimbursement shall be made toExecutiveon the 20^th day of each calendar month during theCIC Severance Period,or within ten (10) business days thereafter. The amount eligible for reimbursement under this subparagraph in any calendar year shall not affect any amounts eligible for reimbursement to be provided in any other calendar year. In addition,Executive’sright to reimbursement hereunder shall not be subject to liquidation or exchange for any other benefit.Executive’sright to COBRA continuation coverage under any such group health plan shall be reduced by the number of months of coverage otherwise provided pursuant to this subparagraph. The premium charged for any continuation coverage after the end of theCIC Severance Periodshall be entirely atExecutive’sexpense and shall be the actuarially determined cost of the continuation coverage as determined by an actuary selected by the Company (in accordance with the requirements under COBRA, to the extent applicable).Executiveshall not be entitled to reimbursement of any portion of the premium charged for such coverage after the end of theCIC Severance Period. Executive’sCOBRA continuation coverage shall terminate in accordance with the COBRA continuation of coverage provisions underCompany’sgroup medical and dental plans. IfExecutiveis eligible for early retirement under the terms of theRetirement Plan(or would become eligible if theCIC Severance Periodis considered as employment), then, after exhausting any COBRA continuation coverage under the group medical plan,Executivemay elect to participate in any retiree medical plan available to similarly situated senior executives in accordance with the terms and conditions of such plan in effect on and afterExecutive’s Termination Date; provided, that such retiree medical coverage shall not be available toExecutiveunless he or she elects such coverage within thirty (30) days following hisTermination Date. The premium charged for such retiree medical coverage may be different from the premium charged an active employee for similar coverage;

(iii) If the aggregate benefits accrued byExecutiveas of theTermination Dateunder the savings and retirement plans sponsored byCompany are not fully vested pursuant to the terms of the applicable plan(s), the difference between the benefitsExecutiveis entitled to receive under such plans and the benefits he would have received had he been fully vested will be

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provided toExecutiveunder the Hanesbrands Inc. Supplemental Employee Retirement Plan (the“Supplemental Plan”). In addition, for purposes of determiningExecutive’sbenefits under theSupplemental PlanandExecutive’s right to post-retirement medical benefits underCompany’sretiree medical plan, additional years of age and service credits equivalent to the length of theCIC Severance Periodshall be included. However,Executivewill not be eligible to begin receiving any retirement benefits under any such plans until the date he or she would otherwise be eligible to begin receiving benefits under such plans;

(iv) Except as otherwise provided herein or in the applicable plan, participation in all other plans ofCompanyor any subsidiary or affiliate ofCompanyavailable to similarly situatedExecutivesofCompany, shall cease onExecutive’s Termination Date.

(c)	Termination for Disability. IfExecutive’semployment is terminated due toDisabilityfollowing aChange in Control,Executiveshall receive hisBase Salary through theTermination Date, at which time his benefits shall be determined in accordance withCompany’sdisability, retirement, insurance and other applicable plans and programs then in effect, andExecutiveshall not be entitled to any other benefits provided by thisAgreement.
(d)	Termination for Retirement or Death. IfExecutive’semployment is terminated by reason of his retirement or death following aChange in Control,Executive’s benefits shall be determined in accordance withCompany’sretirement, survivor’s benefits, insurance, and other applicable programs then in effect, andExecutiveshall not be entitled to any other benefits provided by thisAgreement.
(e)	Termination for Cause, or Other Than for Good Reason or Retirement. IfExecutive’semployment is terminated either byCompanyforCause, or voluntarily byExecutive(other than forRetirementorGood Reason) following aChange in Control,Companyshall payExecutivehis fullBase Salaryand accrued vacation through theTermination Date, at the rate then in effect, plus all other amounts to which suchExecutiveis entitled under any compensation plans ofCompany, at the time such payments are due, andCompanyshall have no further obligations to suchExecutiveunder thisAgreement.
(f)	Separation and Release Agreement. No benefits under this section 3 shall be payable toExecutiveunlessExecutiveandCompanyhave executed a “Separation and Release Agreement”(in substantially the form attached hereto as Exhibit A) within forty-five (45) days following theTermination Dateand the payment of change in control benefits under this section 3 shall be subject to the terms and conditions of theSeparation and Release Agreement.
(g)	Deferred Compensation. All amounts previously deferred by or accrued to the benefit ofExecutiveunder any nonqualified deferred compensation plan sponsored byCompany(including, without limitation, any vested amounts deferred under incentive plans), together with any accrued earnings thereon, shall

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be paid in accordance with the terms of such plan followingExecutive’stermination.

(h)	Notice of Termination. Any termination of employment under this section 3 byCompanyor byExecutiveforGood Reasonshall be communicated by a written notice which shall indicate the specificChange in Controltermination provision relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination ofExecutive’semployment under the provision so indicated (a “Notice of Termination”).
(i)	Termination of Benefits. All rights to receive or continue to receive severance payments and benefits pursuant to this section 3 by reason of aChange in Controlshall cease on the dateExecutivebecomes reemployed byCompanyor any of its subsidiaries or affiliates.
(j)	Form and Timing of Benefits. Subject to the provisions of this section 3, theChange in Controlbenefits described herein shall be paid toExecutivein cash in a single lump sum payment as soon as practicable following theTermination Date, but in no event later than the fifteenth day of the third month after the date of theExecutive’stermination of employment. TheChange in Controlbenefits payable toExecutivepursuant to this subparagraph (j) are intended to be exempt fromCode Section 409A(as defined in section 15) under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals.
(k)	Excise Tax Equalization Payment.Subject to the limitation below, in the event thatExecutivebecomes entitled to any payment or benefit under this section 3 (such benefits together with any other payments or benefits payable under any other agreement with, or plan or policy of,Companyare referred to in the aggregate as the “Total Payments”), if all or any part of theTotal Paymentswill be subject to the tax (the “Excise Tax”) imposed byCodeSection 4999 (or any similar tax that may hereafter be imposed),Companyshall pay toExecutivein cash an additional amount (the “Gross-Up Payment”) such that the net amount retained byExecutiveafter deduction of anyExcise Taxon theTotal Paymentsand any federal, state and local income tax, penalties, interest andExcise Taxupon theGross-Up Paymentprovided for by this section 3 (including FICA and FUTA), shall be equal to theTotal Payments. Any such payment shall be made byCompanytoExecutiveas soon as practical following theTermination Date, but in no event beyond twenty (20) days from such date. Such payment is intended to be exempt fromCode Section 409A(as defined in section 15) under the exemption found in Regulation Section 1.409A-(b)(4) for short-term deferrals.Executiveshall only be entitled to aGross-Up Paymentunder this section 3 ifExecutive’s“parachute payments” (as such term is defined inCodeSection 280G) exceed three hundred thirty percent (330%) (the “Threshold”) ofExecutive’s“base amount” (as determined underCode Section 280G(b)). In the eventExecutive’sparachute payments do not exceed theThreshold, the benefits provided to suchExecutiveunder thisAgreementthat are classified as parachute payments shall be reduced such that the value of theTotal PaymentsthatExecutiveis entitled to receive shall be one dollar ($1) less than the maximum

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amount which suchExecutivemay receive without becoming subject to the tax imposed byCodeSection 4999, or whichCompanymay pay without loss of deduction underCode Section 280G(a). For purposes of determining whether any of theTotal Paymentswill be subject to theExcise Tax, the amounts of suchExcise Taxand the amount of anyGross Up Payment,the following shall apply:

(i)	Any other payments or benefits received or to be received byExecutivein connection with aChange in ControlorExecutive’stermination of employment (whether pursuant to the terms of thisAgreementor any other plan, policy, arrangement or agreement withCompany, or with anyPersonwhose actions result in aChange in Controlor anyPersonaffiliated withCompanyor suchPersons) shall be treated as “parachute payments” within the meaning ofCode Section 280G(b)(2), and all “excess parachute payments” within the meaning ofCodeSection 280G(b)(1) shall be treated as subject to theExcise Tax, unless in the opinion ofCompany’stax counsel as supported byCompany’sindependent auditors and acceptable toExecutive, such other payments or benefits (in whole or in part) do not constitute parachute payments, or unless such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning ofCodeSection 280G(b)(4) in excess of the base amount within the meaning ofCodeSection 280G(b)(3), or are otherwise not subject to theExcise Tax;
(ii)	The amount of theTotal Paymentswhich shall be treated as subject to theExcise Taxshall be equal to the lesser of (A) the total amount of theTotal Payments; or (B) the amount of excess parachute payments within the meaning ofCodeSection 280G(b)(1) (after applying the provisions of this section 3(i) above);
(iii)	The value of any noncash benefits or any deferred payment or benefit shall be determined byCompany’sindependent auditors in accordance with the principles ofCodeSections 280G(d)(3) and (4);
(iv)	Executiveshall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which theGross-Up Paymentis to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality ofExecutive’s residence on theTermination Date, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes;
(v)	In the event the Internal Revenue Service adjusts any item included inCompany’scomputations under this section 3(j) so thatExecutive did not receive the full net benefit intended under the provisions of this section 3(j),Companyshall reimburseExecutivefor the full amount necessary to makeExecutivewhole as determined by theCommittee.Any such payment shall be treated forSection 409Apurposes as a payment separate from the payment made pursuant to this subparagraph (k) immediately

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followingExecutive’stermination of employment and shall be made byCompany toExecutivewithin twenty (20) days of the date he remits the additional taxes as a result of such adjustment; and

(vi) In the event the Internal Revenue Service adjusts any item included inCompany’scomputations under this section 3(j) so thatExecutiveis not required to pay the full amount of the excise tax assumed to have been owing in the determination of theGross-Up Paymenthereunder (or receives a refund of all or a portion of such excise tax),Executiveshall repay toCompanywithin twenty (20) days of the date the actual refund or credit of such portion has been made toExecutivesuch portion of theGross-Up Paymentas shall exceed the amount of federal, state and local taxes actually determined to be owed together with such interest received or credited to him by such tax authority for the period he held such portion.

(l)	Company’s Payment Obligation.Subject to the provisions of section 4,Company’sobligation to make the payments and the arrangements provided in this section 3 shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right whichCompanymay have againstExecutiveor anyone else. All amounts payable byCompanyunder this section 3 shall be paid without notice or demand and each and every payment made byCompanyshall be final, andCompanyshall not seek to recover all or any part of such payment fromExecutiveor from whomsoever may be entitled thereto, for any reason except as provided in section 3(k) above or in section 4.
(m)	Other Employment.Executiveshall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under this section 3, and the obtaining of any such other employment shall in no event result in any reduction ofCompany’sobligations to make the payments and arrangements required to be made under this section 3, except to the extent otherwise specifically provided in thisAgreement.
(n)	Payment of Legal Fees and Expenses.To the extent permitted by law,Company shall reimburseExecutivefor all reasonable legal fees, costs of litigation or arbitration, prejudgment or pre-award interest, and other expenses incurred in good faith byExecutiveas a result ofCompany’srefusal to provide benefits under this section 3, or as a result ofCompanycontesting the validity, enforceability or interpretation of the provisions of this section 3, or as the result of any conflict (including conflicts related to the calculation of parachute payments or the characterization ofExecutive’stermination) betweenExecutiveandCompany; provided that the conflict or dispute is resolved inExecutive’sfavor andExecutiveacts in good faith in pursuing his rights under this section 3. Such reimbursement shall be made within thirty (30) days following final resolution, in favor ofExecutive, of the conflict or dispute giving rise to such fees and expenses. In no event shallExecutive be entitled to receive the reimbursements provided for in this subparagraph if he acts in bad faith or

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pursues a claim without merit, or if he fails to prevail in any action instituted by him orCompany.

(o) Arbitration for Change in Control Benefits. Any dispute or controversy arising under or in connection with the benefits provided under this section 3 shall promptly and expeditiously be submitted to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of such arbitration proceeding utilizing a panel of three (3) arbitrators sitting in a location selected byExecutivewithin fifty (50) miles from the location of his employment withCompany. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The costs and expenses of both parties, including, without limitation, attorneys’ fees shall be borne byCompany. Pending the resolution of any such dispute, controversy or claim,Executive(and his beneficiaries) shall, except to the extent that the arbitrator otherwise expressly provides, continue to receive all payments and benefits due under this section 3.

     4. Remedies.In the event of any actual or threatened breach of the provisions of thisAgreementor any separation and release agreement, the party who claims such breach or threatened breach shall give the other party written notice and, except in the case of a breach which is not susceptible to being cured, ten calendar days in which to cure. In the event of a breach of any provision of thisAgreementor any separation and release agreement by Executive, (i)Executive shall reimburseCompany: the full amount of any payments made under section 2(b)(i) or (ii) or section 3(b)(i) of thisAgreement(as the case may be), (ii)Companyshall have the right, in addition to and without waiving any other rights to monetary damages or other relief that may be available toCompanyat law or in equity, to immediately discontinue any remaining payments due under subparagraph 2(b)(i) or (ii) or subparagraph 3(b)(i) of thisAgreement(as the case may be) including but not limited to any remainingSalary Portion of Severancepayments, and (iii) theSeverance Periodor theCIC Severance Period(as the case may be) shall thereupon cease, provided thatExecutive’sobligations under, if applicable, any separation and release agreement shall continue in full force and effect in accordance with their terms for the entire duration of theSeverance PeriodorCIC Severance Periodas applicable. In addition,Executiveacknowledges thatCompanywill suffer irreparable injury in the event of a breach or violation or threatened breach or violation of the provisions of thisAgreementor any separation and release agreement and agrees that in the event of an actual or threatened breach or violation of such provisions, in addition to the other remedies or rights available to under thisAgreementor otherwise,Companyshall be awarded injunctive relief in the federal or state courts located in North Carolina to prohibit any such violation or breach or threatened violation or breach, without necessity of posting any bond or security.

     5. Committee. Except as specifically provided herein, thisAgreementshall be administered by the Compensation and Benefits Committee of theBoard(the “Committee”). TheCommitteemay delegate any administrative duties, including, without limitation, duties with respect to the processing, review, investigation, approval and payment of severance/Change in Controlbenefits, to designated individuals or committees.

     6. Claims Procedure. IfExecutivebelieves that he is entitled to receive severance benefits under thisAgreement, he may file a claim in writing with theCommitteewithin ninety

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(90) days after the date suchExecutivebelieves he or she should have received such benefits. No later than ninety (90) days after the receipt of the claim, theCommitteeshall either allow or deny the claim in writing. A denial of a claim, in whole or in part, shall be written in a manner calculated to be understood byExecutiveand shall include the specific reason or reasons for the denial; specific reference to the pertinent provisions of thisAgreementon which the denial is based; a description of any additional material or information necessary forExecutiveto perfect the claim and an explanation of why such material or information is necessary; and an explanation of the claim review procedure.Executive(or his duly authorized representative) may within sixty 60 days after receipt of the denial of his claim request a review upon written application to theCommittee; review pertinent documents; and submit issues and comments in writing. TheCommittee shall notifyExecutiveof its decision on review within sixty (60) days after receipt of a request for review unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than one-hundred twenty (120) days after receipt of a request for review. Notice of the decision on review shall be in writing. TheCommittee’s decision on review shall be final and binding onExecutiveand any successor in interest. IfExecutivesubsequently wishes to file a claim under Section 502(a) of ERISA, any legal action must be filed within ninety (90) days of theCommittee’sfinal decision.Executive must exhaust the claims procedure provided in this section 6 before filing a claim under ERISA with respect to any benefits provided under section 2 of thisAgreement.

     7. Notices. Any notice required or permitted to be given under thisAgreementshall be sufficient if in writing and either delivered in person or sent by first class, certified or registered mail, postage prepaid, if toCompanyatCompany’sprincipal place of business, and if toExecutive, at his home address most recently filed withCompany, or to such other address as either party shall have designated in writing to the other party.

     8. Governing Law.ThisAgreementshall be governed by and construed in accordance with the laws of the State of North Carolina without regard to any state’s conflict of law principles.

     9. Severability and Construction.If any provision of thisAgreementis declared void or unenforceable or against public policy, such provision shall be deemed severable and severed from thisAgreementand the balance of thisAgreementshall remain in full force and effect. If a court of competent jurisdiction determines that any restriction in thisAgreementis overbroad or unreasonable under the circumstances, such restriction shall be modified or revised by such court to include the maximum reasonable restriction allowed by law.

     10. Waiver.Failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition.

     11. Entire Agreement Modifications.ThisAgreement(including all exhibits hereto) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersede all prior agreements, oral and written, between the parties hereto with respect to the subject matter hereof. In the event of any inconsistency between any provision of thisAgreementand any provision of any plan, employee handbook, personnel manual, program, policy, arrangement or agreement ofCompanyor any of its subsidiaries or affiliates, the provisions of thisAgreement shall control. ThisAgreementmay be modified or amended only by an instrument in writing signed by both parties.

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     12. Withholding.All payments made toExecutivepursuant to thisAgreementwill be subject to withholding of employment taxes and other lawful deductions, as applicable.

     13. Survivorship.Except as otherwise set forth in thisAgreement, to the extent necessary to carry out the intentions of the parties hereunder the respective rights and obligations of the parties hereunder shall survive any termination ofExecutive’semployment.

     14. Successors and Assigns.ThisAgreementshall bind and shall inure to the benefit ofCompanyand any and all of its successors and assigns. ThisAgreementis personal toExecutiveand shall not be assignable byExecutive.Companymay assign thisAgreementto any entity which (i) purchases all or substantially all of the assets ofCompanyor (ii) is a direct or indirect successor (whether by merger, sale of stock or transfer of assets) ofCompany. Any such assignment shall be valid so long as the entity which succeeds toCompanyexpressly assumesCompany’s obligations hereunder and complies with its terms.

     15. Compliance with Code Section 409A.To the extent applicable, it is intended that the payment of benefits described in thisAgreementcomply withCode Section 409Aand all guidance or regulations thereunder (“Section 409A”), including compliance with all applicable exemptions fromSection 409A(e.g., the short-term deferral exception and the “two times” pay exemption applicable to severance payments). ThisAgreementwill at all times be construed in a manner to comply withSection 409Aand should any provision be found not in compliance withSection 409A,Executive hereby agrees to any changes to the terms of thisAgreementdeemed necessary and required by legal counsel forCompanyto achieve compliance withSection 409A,including any applicable exemptions. By signing a copy of thisAgreement,Executiveirrevocably waives any objections he may have to any changes that may be required bySection 409A. In no event will any payment that becomes payable pursuant to thisAgreementthat is considered “deferred compensation” within the meaning ofSection 409A, if any, and does not satisfy any of the applicable exemptions underSection 409A, be accelerated in violation ofSection 409A. IfExecutive is a “specified employee” as defined inSection 409A, any payment that becomes payable pursuant to thisAgreementthat is considered “deferred compensation” within the meaning ofSection 409Aand does not satisfy any of the applicable exemptions underSection 409Amay not be made before the date that is six months afterExecutive’sseparation from service (or death, if earlier). To the extentExecutivebecomes subject to the six-month delay rule, all payments that would have been made toExecutiveduring the six months following his separation from service that are not otherwise exempt fromSection 409A,if any, will be accumulated and paid toExecutiveduring the seventh month following his separation from service, and any remaining payments due will be made in their ordinary course as described in thisAgreement.Company will notifyExecutiveshould he become subject to the six month delay rule.

     16. Restatement of Prior Agreement.ThisAgreementamends and restates, effective as of January 1, 2008, the Severance/Change in Control Agreement between theCompanyandExecutivedated January 24, 2008 (“Prior Agreement”), to comply withSection 409Aand to clarify certain other provisions of thePrior Agreement. This amended and restatedAgreementdoes not preclude thePrior Agreement(as amended and restated by this Agreement) from qualifying for grandfather treatment under the transition rule set forth in Internal Revenue Service Revenue Ruling 2008-13 with respect to contracts in effect on February 21, 2008. Each of the parties hereto has relied on his or its own judgment in entering into thisAgreement.

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     IN WITNESS WHEREOF,CompanyandExecutivehave duly executed and delivered thisAgreementas of the day and year first above written.

EXECUTIVE	HANESBRANDS INC.
/s/ William J. Nictakis	By:	/s/ Richard A. Noll
		Title:	Chief Executive Officer

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Exhibit A

MODEL FORM

SEPARATION AND RELEASE AGREEMENT

     Hanesbrands Inc.(the “Company”) and[NAME](“Executive”) enter into this Separation and Release Agreement which was received by Executive on the ______ day of ______, 200__, signed by Executive on the ______ day of ______, 200__, and is effective on the ______ day of ______, 200__(the “Effective Date”). The Effective Date shall be no less than 7 days after the date signed by Executive.

WITNESSETH:

      WHEREAS, Executive has been employed by the Company as a ______; and

     WHEREAS, Executive’s employment with the Company is terminated as of ______, 200__(the “Termination Date”); and

     WHEREAS, pursuant to that certain Severance/Change in Control Agreement between Company and Executive dated ______, 200__ (the “Change in Control Agreement”), upon a termination of Executive’s employment that satisfies the conditions specified in the Change in Control Agreement, Executive is entitled to the benefits described in the Change in Control Agreement provided Executive executes a separation and release agreement acceptable to Company; and

     WHEREAS, this separation and release agreement (the “Agreement”) is intended to satisfy the requirements of the Change in Control Agreement and to form a part of the Change in Control Agreement in such a manner that all the rights, duties and obligations arising between Executive and Company, including, but in no way limited to, any rights, duties and obligations that have arisen or might arise out of or are in any way related to Executive’s employment with the Company and the conclusion of that employment are settled herein through the joinder of the Change in Control Agreement with this Agreement.

     NOW, THEREFORE, in consideration of the obligations of the parties under the Change in Control Agreement and the additional covenants and mutual promises herein contained, it is further agreed as follows:

     1. Termination Date. Executive agrees to resign Executive’s employment and all appointments Executive holds with Company, and its subsidiaries and affiliates, on the Termination Date. Executive understands and agrees that Executive’s employment with the Company will conclude on the close of business on the Termination Date.

     2. Termination Benefits. Executive and Company agree that Executive shall receive the benefits described in the Change in Control Agreement, less all applicable withholding taxes and other customary payroll deductions, provided in the Change in Control Agreement.

     3. Receipt of Other Compensation. Executive acknowledges and agrees that, other than as specifically set forth in the Change in Control Agreement or this Agreement, following

the Termination Date, Executive is not and will not be due any compensation, including, but not limited to, compensation for unpaid salary (except for amounts unpaid and owing for Executive’s employment with Company, its subsidiaries or affiliates prior to the Termination Date), unpaid bonus, severance and accrued or unused vacation time or vacation pay from the Company or any of its subsidiaries or affiliates. Except as provided herein or in the Change in Control Agreement, Executive will not be eligible to participate in any of the benefit plans of the Company after Executive’s Termination Date. However, Executive will be entitled to receive benefits which are vested and accrued prior to the Termination Date pursuant to the employee benefit plans of the Company. Any participation by Executive (if any) in any of the compensation or benefit plans of the Company as of and after the Termination Date shall be subject to and determined in accordance with the terms and conditions of such plans, except as otherwise expressly set forth in the Change in Control Agreement or this Agreement.

     4. Continuing Cooperation. Following the Termination Date, Executive agrees to cooperate with all reasonable requests for information made by or on behalf of Company with respect to the operations, practices and policies of the Company. In connection with any such requests, the Company shall reimburse Executive for all out-of-pocket expenses reasonably and necessarily incurred in responding to such request(s).

     5. Executive’s Representation and Warranty. Executive hereby represents and warrants that, during Executive’s period of employment with the Company, Executive did not willfully or negligently breach Executive’s duties as an employee or officer of the Company, did not commit fraud, embezzlement, or any other similar dishonest conduct, and did not violate the Company’s business standards.

     6. Non-Solicitation and Non-Compete.In consideration of the benefits provided under this Agreement and in the Change in Control Agreement, Executive agrees that during Executive’s employment and for the duration of the applicable Severance Period as determined pursuant to the terms of the Change in Control Agreement, Executive will not, without the prior written consent of Company, either alone or in association with others, solicit for employment or assist or encourage the solicitation for employment, any employee of Company, or any of its subsidiaries or affiliates; and will not, without the prior written consent of Company, directly or indirectly counsel, advise, perform services for, or be employed by, or otherwise engage or participate in any Competing Business (regardless of whether Executive receives compensation of any kind). For purposes of this Agreement, a “Competing Business” shall mean any commercial activity which competes or is reasonably likely to compete with any business that the Company conducts, or demonstrably anticipates conducting, at any time during Executive’s employment.

     7. Confidentiality. At all times after the Effective Date, Executive will maintain the confidentiality of all information in whatever form concerning Company or any of its subsidiaries or affiliates relating to its or their businesses, customers, finances, strategic or other plans, marketing, employees, trade practices, trade secrets, know-how or other matters which are not generally known outside Company or any of its subsidiaries or affiliates, and Executive will not, directly or indirectly, make any disclosure thereof to anyone, or make any use thereof, on Executive’s own behalf or on behalf of any third party, unless specifically requested by or agreed to in writing by an executive officer of Company. In addition, Executive agrees that Executive will not disclose the existence or terms of this Agreement to any third parties with the exception

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of Executive’s accountants, attorneys, or spouse, and shall ensure that none of them discloses such existence or terms to any other person, except as required to comply with law. Executive will promptly return to Company all reports, files, memoranda, records, computer equipment and software, credit cards, cardkey passes, door and file keys, computer access codes or disks and instructional manuals, and other physical or personal property which Executive received or prepared or helped prepare in connection with Executive’s employment and Executive will not retain any copies, duplicates, reproductions or excerpts thereof. The obligations of this paragraph 7 shall survive the expiration of this Agreement.

     8. Non-Disparagement. At all times after the Effective Date, Executive will not disparage or criticize, orally or in writing, the business, products, policies, decisions, directors, officers or employees of Company or any of its subsidiaries or affiliates to any person. Company also agrees that none of its executive officers will disparage or criticize Executive to any person or entity. The obligations of this paragraph 8 shall survive the expiration of this Agreement.

     9. Breach of Agreement. Any actual or threatened breach of this Agreement will be handled as provided in the Change in Control Agreement.

     10. Release.

(a) Executive on behalf of Executive, Executive’s heirs, executors, administrators and assigns, does hereby knowingly and voluntarily release, acquit and forever discharge Company and all current and former parents, subsidiaries, related companies, successors, assigns and past, present and future directors, officers, employees, trustees and shareholders (the “Released Parties”) from and against any and all complaints, claims, cross-claims, third-party claims, counterclaims, contribution claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses of any nature whatsoever, known or unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured, which, at any time up to and including the date on which Executive signs this Agreement, exists, have existed, or may arise from any matter whatsoever occurring, including, but not limited to, any claims arising out of or in any way related to Executive’s employment with Company or its subsidiaries or affiliates and the conclusion thereof, which Executive, or any of Executive’s heirs, executors, administrators, assigns, affiliates, and agents ever had, now has or at any time hereafter may have, own or hold against any of the Released Parties based on any matter existing on or before the date on which Executive signs this Agreement. Nothing in this Agreement releases any claims that the law does not permit Executive to release, including claims for vested pension benefits accrued by Executive under any tax-qualified pension plan of the Corporation. Executive acknowledges that in exchange for this release, Company is providing Executive with total consideration, financial or otherwise, which exceeds what Executive would have been given without the release. By executing this Agreement, Executive is waiving, without limitation, all claims (except for the filing of a charge with an administrative agency) against the Released Parties arising under federal, state and local labor and antidiscrimination laws, any employment related claims under

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the employee Retirement Income Security Act of 1974, as amended, and any other restriction on the right to terminate employment, including, without limitation, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, as amended, and theNorth Carolina Equal Employment Practices Act, as amended [ADD ANY ADDITIONAL STATE LAW REFERENCES].Nothing herein shall release any party from any obligation under this Agreement. Executive acknowledges and agrees that this release and the covenant not to sue set forth in paragraph (c) below are essential and material terms of this Agreement and that, without such release and covenant not to sue, no agreement would have been reached by the parties and no benefits under the Change in Control Agreement would have been paid. Executive understands and acknowledges the significance and consequences of this release and this Agreement.

(b)

EXECUTIVE SPECIFICALLY WAIVES AND RELEASES THE RELEASED PARTIES FROM ALL CLAIMS EXECUTIVE MAY HAVE AS OF THE DATE EXECUTIVE SIGNS THIS AGREEMENT REGARDING CLAIMS OR RIGHTS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, 29 U.S.C. § 621 (“ADEA”). EXECUTIVE FURTHER AGREES: (i) THAT EXECUTIVE’S WAIVER OF RIGHTS UNDER THIS RELEASE IS KNOWING AND VOLUNTARY AND IN COMPLIANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990; (ii) THAT EXECUTIVE UNDERSTANDS THE TERMS OF THIS RELEASE; (iii) THAT EXECUTIVE’S WAIVER OF RIGHTS IN THIS RELEASE IS IN EXCHANGE FOR CONSIDERATION THAT WOULD NOT OTHERWISE BE OWING TO EXECUTIVE PURSUANT TO ANY PREEXISTING OBLIGATION OF ANY KIND HAD EXECUTIVE NOT SIGNED THIS RELEASE; (iv) THAT EXECUTIVE HEREBY IS AND HAS BEEN ADVISED IN WRITING BY COMPANY TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE; (v) THAT COMPANY HAS GIVEN EXECUTIVE A PERIOD OF AT LEAST TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS RELEASE; (vi) THAT EXECUTIVE REALIZES THAT FOLLOWING EXECUTIVE’S EXECUTION OF THIS RELEASE, EXECUTIVE HAS SEVEN (7) DAYS IN WHICH TO REVOKE THIS RELEASE BY WRITTEN NOTICE TO THE UNDERSIGNED, AND (vii) THAT THIS ENTIRE AGREEMENT SHALL BE VOID AND OF NO FORCE AND EFFECT IF EXECUTIVE CHOOSES TO SO REVOKE, AND IF EXECUTIVE CHOOSES NOT TO SO REVOKE, THAT THIS AGREEMENT AND RELEASE THEN BECOME EFFECTIVE AND ENFORCEABLE UPON THE EIGHTH DAY AFTER EXECUTIVE SIGNS THIS AGREEMENT.

(c)

Executive represents and warrants that: (i) Executive has not filed or initiated any legal, equitable, administrative, or other proceeding(s) against any of the Released Parties; (ii) no such proceeding(s) have been initiated against any of the Released Parties on Executive’s behalf; (iii) Executive is the sole owner of the actual or alleged claims, demands, rights, causes of action, and other matters that are

A-4

released in this paragraph 10; (iv) the same have not been transferred or assigned or caused to be transferred or assigned to any other person, firm, corporation or other legal entity; and (v) Executive has the full right and power to grant, execute, and deliver the releases, undertakings, and agreements contained in this Agreement.

(d) The consideration offered herein is accepted by Executive as being in full accord, satisfaction, compromise and settlement of any and all claims or potential claims, and Executive expressly agrees that Executive is not entitled to and shall not receive any further payments, benefits, or other compensation or recovery of any kind from Company or any of the other Released Parties. Executive further agrees that in the event of any further proceedings whatsoever based upon any matter released herein, Company and each of the other Released Parties shall have no further monetary or other obligation of any kind to Executive, including without limitation any obligation for any costs, expenses and attorneys’ fees incurred by or on behalf of Executive.

     11. Executive’s Understanding. Executive acknowledges by signing this Agreement that Executive has read and understands this document, that Executive has conferred with or had opportunity to confer with Executive’s attorney regarding the terms and meaning of this Agreement, that Executive has had sufficient time to consider the terms provided for in this Agreement, that no representations or inducements have been made to Executive except as set forth in this Agreement, and that Executive has signed the same KNOWINGLY AND VOLUNTARILY.

     12. Non-Reliance. Executive represents to Company and Company represents to Executive that in executing this Agreement they do not rely and have not relied upon any representation or statement not set forth herein made by the other or by any of the other’s agents, representatives or attorneys with regard to the subject matter, basis or effect of this Agreement, or otherwise.

     13. Severability of Provisions. In the event that any one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in this Agreement are held to be excessively broad as to duration, scope, activity or subject, such provisions will be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable law.

     14. Non-Admission of Liability. Executive agrees that neither this Agreement nor the performance by the parties hereunder constitutes an admission by any of the Released Parties of any violation of any federal, state, or local law, regulation, common law, breach of any contract, or any other wrongdoing of any type.

     15. Assignability. The rights and benefits under this Agreement are personal to Executive and such rights and benefits shall not be subject to assignment, alienation or transfer, except to the extent such rights and benefits are lawfully available to the estate or beneficiaries of Executive upon death. Company may assign this Agreement to any parent, affiliate or subsidiary

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or any entity which at any time whether by merger, purchase, or otherwise acquires all or substantially all of the assets, stock or business of Company.

     16. Choice of Law. This Agreement shall be constructed and interpreted in accordance with the internal laws of the State of North Carolina without regard to any state’s conflict of law principles.

     17. Entire Agreement. This Agreement, together with the Change in Control Agreement, sets forth all the terms and conditions with respect to compensation, remuneration of payments and benefits due Executive from Company and supersedes and replaces any and all other agreements or understandings Executive may have or may have had with respect thereto. This Agreement may not be modified or amended except in writing and signed by both Executive and an authorized representative of Company.

     18. Notice. Any notice to be given hereunder shall be in writing and shall be deemed given when mailed by certified mail, return receipt requested, addressed as follows:

To Executive at:

[add address]

To the Company at:

Hanesbrands Inc.
Attention: General Counsel
1000 East Hanes Mill Road
Winston-Salem, NC 27105

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

EXECUTIVE	HANESBRANDS INC.
	By:
		Title:

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