Exhibit 99.3
FIRST AMENDMENT
OF
HANESBRANDS INC.
NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN
(As Amended and Restated December 9, 2008)
WHEREAS, Hanesbrands Inc. (the “Corporation”) maintains the Hanesbrands Inc. Non-Employee Director Deferred Compensation Plan (as Amended and Restated December 9, 2008) (the “Plan”); and
WHEREAS, amendment of the Plan is now considered desirable;
NOW, THEREFORE, in exercise of the power reserved to the Corporation by Section 17 of the Plan, and by the power delegated to the Compensation Committee of the Board of Directors of the Corporation (the “Committee”) by resolutions of the Board of Directors of the Corporation, the Plan is hereby amended, effective November 15, 2016, in the following particulars:
| | 1. | By substituting the following for subsection 2(o) of the Plan: |
| | “(o) | Fair Market Value means the closing price of common stock of theCorporation on the applicable day on the New York Stock Exchange Composite Transaction Tape.” |
| | 2. | By substituting the following for subsection 2(p) of the Plan: |
| | “(p) | Interest Account means the Investment Fund under which interest is credited to aNon-Employee Director’s Deferral Account as specified in subsection 7(b).” |
| | 3. | By adding the following new subsection 2(q) to the Plan immediately after subsection 2(p) thereof and by renumbering the current subsections 2(q) through 2(x) as subsections 2(r) through 2(y): |
| | “(q) | Investment Fund orInvestment Funds means the notional fund(s) or other investment vehicle(s) designated pursuant to section 7.” |
| | 4. | By substituting the following for subsection 2(x) of the Plan: |
| | “(x) | Stock Equivalent Account means the Investment Fund under which all or a portion of aNon-Employee Director’s Deferral Account is treated as if it is invested in common stock equivalents.” |
| | 5. | By adding the following new subsection 2(z) to the Plan immediately after subsection 2(y) thereof: |
| | “(z) | Valuation Date means any business day on which aNon-Employee Director’s Deferral Account is adjusted to reflectDeferrals, transfers between Investment Funds, distributions, notional gains or losses, and expenses.” |
| | 6. | By substituting the phrase “Investment Funds” for the phrase “investment alternatives” where the latter phrase appears in subsection 4(g) of the Plan. |
| | 7. | By substituting the following for section 7 of the Plan: |
| | “7. | Investment Funds. The availableInvestment Funds for the notional investment ofNon-Employee Directors’ Deferral Accounts shall include theStock Equivalent Fund and theInterest Account, each as further described below, and such otherInvestment Funds designated from time to time by members of theCorporation’s management identified by the Hanesbrands Inc. Employee Benefits Administrative Committee. TheInvestment Funds are for recordkeeping purposes only and do not allowNon-Employee Directors to direct the investment of anyCorporation assets (including, if applicable, the assets of any Trust related to thePlan). |
| | (a) | Stock Equivalent Account. |
| | (i) | Amounts to be invested in theStock Equivalent Account shall be converted to common stock equivalents as of the applicableDeferral Crediting Date, based on the applicableFair Market Value ofCorporation common stock. Fractional stock equivalents shall be computed. |
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| | (ii) | An amount equal to the number of common stock equivalents as of the record date multiplied by the dividend paid on applicable common stock on each dividend payment date shall be credited to theNon-Employee Director’s Deferral Account as soon as possible after the dividend payment date and shall be notionally invested in additional common stock equivalents. |
| | (iii) | TheCorporation may, but is not required to, match any amounts that aNon-Employee Director elects to invest in theStock Equivalent Account. |
| | (iv) | In the event of any stock dividend, stock split, combination or exchange of securities, merger, consolidation, recapitalization, spin-off or other distribution (other than normal cash dividends) of any or all of the assets of theCorporation to stockholders, or any other similar change or event, adjustments shall be made with respect to the number of common stock equivalents credited to aNon-Employee Director’s Deferral Account, as theCommittee, in its discretion, may deem appropriate to reflect such change or event. |
| | (b) | Interest Account. Under theInterest Account, interest is credited at the rate determined by theCommittee from time to time; provided, however, that the rate of interest from January 1, 2008 through December 31, 2016 shall be the 5-year constant maturity Treasury note interest rate as published by the Federal Reserve in effect on the first business day of the applicable calendar year and, effective January 1, 2017, the rate of interest shall be designated from time to time by members of theCorporation’s management identified by the Hanesbrands Inc. Employee Benefits Administrative Committee, but not to exceed a rate that would be considered an above-market interest rate under applicable rules issued by the Securities and Exchange Commission.” |
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| | 8. | By substituting the following for section 8 of the Plan: |
| | “8. | Investment Elections and Adjustment of Accounts. |
| | (a) | Investment Elections. ANon-Employee Director may elect from among theInvestment Funds for the notional investment of hisDeferral Account from time to time in accordance with procedures established by theCommittee and the following: |
| | (i) | With respect toCash Retainer payments, if theNon-Employee Director fails to make an investment election with respect to aDeferral, theDeferral shall be deemed to be invested in theInvestment Fund identified by theCommittee. |
| | (ii) | AllEquity Retainer payments that are deferred at the election of theNon-Employee Director and all awards that are deferred automatically as described in section 5 above shall be invested in theStock Equivalent Account and shall remain so invested for a minimum period of one year after suchDeferral is credited under thePlan; thereafter, theNon-Employee Director may make an investment election with respect to suchDeferral in accordance with subsection (iii) below. |
| | (iii) | Subject to subsection (ii) above, aNon-Employee Director may elect to transfer all or a part of his notional interest in anInvestment Fund to one or more of the other availableInvestment Funds. Any such transfer shall be made in accordance with procedures established by theCommittee. |
| | (b) | Adjustment of Accounts. Pursuant to rules established by theCommittee and applied on a uniform basis,Non-Employee Directors’ Deferral Accounts shall be adjusted on eachValuation Date specified by theCommittee, to reflect the value of the variousInvestment Funds as of such date, including adjustments to reflect anyDeferrals, notional transfers betweenInvestment Funds, and notional gains, losses, expenses, appreciation, or depreciation with respect to suchDeferral Accounts since the previousValuation Date. The value of anInvestment Fund at anyValuation Date shall be based on the fair market value of theInvestment Fund as determined in accordance with procedures established by theCommittee; the value of theStock Equivalent Fund shall be based on theFair Market Value as of the applicable date.” |
| | 9. | By adding the following sentence to the end of subsection 9(a) of the Plan: |
“If installment payments are elected, then, except as provided in section 12, the amount to be paid to theNon-Employee Director as of an applicable payment date shall be determined by dividing theNon-Employee Director’s Deferral Account balance as of the applicableBalance Calculation Date by the number of remaining installment payments.”
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| | 10. | By substituting the following for section 12 of the Plan: |
“12.Form of Payment. The distribution of that portion of aNon-Employee Director’s Deferral Account deemed to be invested in anInvestment Fund other than theStock Equivalent Account shall be made in cash. The distribution of that portion of aNon-Employee Director’s Deferral Account deemed to be invested at theNon-Employee Director’s election or automatically invested in theStock Equivalent Account shall be distributed under theStock Plan in whole shares ofStock with fractional shares distributed in cash.”
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