Hanesbrands 8K Departure of Directors or Certain Officers | HBI 29 Apr 20

Exhibit 10.1

HANESBRANDS INC. 2020 OMNIBUS INCENTIVE PLAN

Purpose. The purposes of thePlan are (a) to promote the interests of theCompany and itsSubsidiaries and its stockholders by strengthening the ability of theCompany and itsSubsidiaries to attract and retain highly competent officers and other key employees, and (b) to provide a means to encourageStock ownership and proprietary interest in theCompany.

Definitions. Where the context of thePlan permits, words in the masculine gender shall include the feminine gender, the plural form of a word shall include the singular form, and the singular form of a word shall include the plural form. Unless the context clearly indicates otherwise, the following terms shall have the following meanings:

(a)

Award means the grant of compensation under thisPlan to aParticipant.

(b)

Board means the board of directors of theCompany.

(c)

Cause means, except as may be otherwise prescribed by theCommittee in anEvidence of Awardmade under thisPlan, theParticipant: has been convicted of (or pled guilty or no contest to) a felony or any crime involving fraud, embezzlement, theft, misrepresentation or financial impropriety; willfully engaged in misconduct resulting in material harm to theCompany; willfully failed to perform duties after written notice; or is in willful violation of Company policies resulting in material harm to theCompany.

(d)

Change in Control means, except as may be otherwise prescribed by theCommittee in anEvidence of Awardmade under thisPlan, the occurrence of any of the following events after theEffective Date:

(i)

the acquisition by anyPerson of beneficial ownership (as defined in Rule 13d-3 promulgated under theExchange Act), directly or indirectly, of 20% or more of the combined voting power of the then outstanding capital stock of theCompany that by its terms may be voted on all matters submitted to stockholders of theCompany generally (“Voting Stock”); provided, however, that the following acquisitions shall not constitute aChange in Control: (A) any acquisition directly from theCompany (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 from theCompany); (B) any acquisition by theCompany; (C) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by theCompanyor any corporation controlled by theCompany; or (D) any acquisition by any corporation pursuant to a reorganization, merger or consolidation involving theCompany, if, immediately after such reorganization, merger or consolidation, each of the conditions described in clauses (A), (B) and (C)

of subsection (ii) below shall be satisfied; and provided further that, for purposes of clause (B) above, if (1) anyPerson (other than theCompany or any employee benefit plan (or related trust) sponsored or maintained by theCompany or any corporation controlled by theCompany) shall become the beneficial owner of 20% or more of theVoting Stock by reason of an acquisition ofVoting Stock by theCompany, and (2) suchPerson shall, after such acquisition by theCompany, 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

(ii)

the consummation of a reorganization, merger or consolidation of theCompany, or a sale, lease, exchange or other transfer of all or substantially all of the assets of theCompany; excluding, however, any such reorganization, merger, consolidation, sale, lease, exchange or other transfer with respect to which, immediately after consummation of such transaction: (A) all or substantially all of the beneficial owners of theVoting Stock of theCompany outstanding 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 50% of the combined voting power of the voting securities of theResulting Entity outstanding immediately after such transaction, in substantially the same proportions relative to each other as their ownership immediately prior to such transaction; and (B) noPerson (other than anyPerson that beneficially owned, immediately prior to such reorganization, merger, consolidation, sale or other disposition, directly or indirectly,Voting Stock representing 20% or more of the combined voting power of theCompany’s then outstanding securities) beneficially owns, directly or indirectly, 20% or more of the combined voting power of the then outstanding securities of theResulting Entity; and (C) at least a majority of the members of the board of directors of the entity resulting from such transaction wereInitial Directors of theCompany at the time of the execution of the initial agreement or action of theBoard authorizing such reorganization, merger, consolidation, sale or other disposition; or

(iii)

the consummation of a plan of complete liquidation or dissolution of theCompany; or

(iv)

theInitial Directors cease for any reason to constitute at least a majority of theBoard.

(e)

Code means the Internal Revenue Code of 1986 as amended.

(f)

Committee means the Compensation Committee of theBoard (or its successor(s)).

(g)

Company means Hanesbrands Inc., a Maryland corporation, or any successor thereto.

(h)

Deferred Stock Unit (“DSU”) means a vested unit granted pursuant to section 11 below providing aParticipant with the right to receiveStock (or cash) in accordance with the terms of such grant.

(i)

Director means a member of theBoard.

(j)

Effective Date means the date thisPlanis approved by theCompany’s stockholders.

(k)

Evidence of Award means an agreement, certificate, resolution or other type or form of writing or other evidence approved by theCommittee that sets forth the terms and conditions of theAwards granted under thisPlan. AnEvidence of Award may be in an electronic medium, may be limited to notation on the books and records of theCompany and, unless otherwise determined by theCommittee, need not be signed by a representative of theCompany or aParticipant.

(l)

Exchange Act means the Securities Exchange Act of 1934, as amended.

(m)

Fair Market Value means, as of any particular date, the closing price of a share ofStock as reported for that date on the New York Stock Exchange or, if theStock is not then listed on the New York Stock Exchange, on any other national securities exchange on which theStockis listed, or if there are no sales on such date, on the next preceding trading day during which a sale occurred. If there is no regular public trading market for theStock, then theFair Market Value shall be the fair market value as determined in good faith by theCommittee. TheCommittee is authorized to adopt another fair market value pricing method provided such method is stated in the applicableEvidence of Award and is in compliance with the fair market value pricing rules set forth inCode Section 409A.

(n)

Incentive Stock Option means aStock Option that is intended to meet the requirements ofCode Section 422 or any successor law.

(o)

Initial Directors means thoseDirectors of theCompany on theEffective Date; provided, however, that any individual who becomes aDirector of theCompany thereafter whose election or nomination for election by theCompany’s stockholders, was approved by the vote of at least a majority of theInitial Directors then comprising theBoard (or by the nominating committee of theBoard, if such committee is comprised ofInitial Directors and has such authority) shall be deemed to have been anInitial Director; and provided further, that no individual shall be deemed to be anInitial Director if such individual initially was elected or nominated as aDirector of theCompany as a result of: (i) an actual or threatened solicitation by aPerson (other than theBoard) made for the purpose of opposing a solicitation by theBoard with respect to the election or removal ofDirectors; or (ii) any other actual or threatened solicitation of proxies or consents by or on behalf of anyPerson (other than theBoard).

(p)

Nonqualified Stock Option means aStock Option that is not anIncentiveStock Option.

(q)

Participant means (i) an employee of theCompany or itsSubsidiaries, including aPerson who has agreed to commence serving in such capacity within 90 days of the grant date of theAward, (ii) anon-employeeDirector of theCompany or (iii) aPerson, including a consultant, who provides services to the Company or anySubsidiarythat are equivalent to those typically provided by an employee (provided that such person satisfies the FormS-8 definition of an “employee”), in each case, designated by theCommittee as eligible to receive anAward under thePlan.

(r)

Performance Cash Awards means cash incentives subject to the satisfaction ofPerformance Criteria and granted pursuant to section 13 below.

(s)

Performance Criteria means the measureable performance objective or objectives that may be established pursuant to thisPlan forParticipants who have receivedAwardshereunder, which may be based on factors including, but not limited to any of the following (or an equivalent metric): revenue; revenue growth; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; earnings per share; operating income;pre- orafter-tax income; net operating profit after taxes; economic value added; ratio of operating earnings to capital spending; cash flow (before or after dividends); cash flow per share (before or after dividends); net earnings; net sales; sales growth; share price performance; return on assets or net assets; return on equity; return on capital (including return on total capital or return on invested capital); cash flow return on investment; total shareholder return; improvement in or attainment of expense levels; improvement in or attainment of working capital levels, gross profit margin, operating profit margin, net income margin and leverage ratio.Performance Criteria that are financial metrics may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or may be financial metrics based on, or able to be derived from,GAAP, and may be adjusted when established (or at any time thereafter) to include or exclude any items otherwise includable or excludable underGAAP.

If theCommittee determines that a change in the business, operations, corporate structure or capital structure of theCompany, or the manner in which it conducts its business, or other events or circumstances render thePerformance Criteria unsuitable, theCommittee may in its discretion modify suchPerformance Criteria or the goals or actual levels of achievement regarding thePerformance Criteria, in whole or in part, as theCommittee deems appropriate and equitable.

(t)

Performance Period means, in respect of anAward, a period of time within which thePerformance Criteria relating to suchAward are to be achieved.

(u)

Performance Shares meansStock-denominatedAwardssubject to satisfaction ofPerformance Criteria and granted pursuant to section 12 below.

(v)

Person means any individual, entity or group, including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of theExchange Act.

(w)

Plan means this Hanesbrands Inc. 2020 Omnibus Incentive Plan, as may be amended or amended and restated from time to time.

(x)

Predecessor Plan means the Hanesbrands Inc. Omnibus Incentive Plan, including as amended or amended and restated.

(y)

Restricted Stock meansStock subject to a vesting condition specified by theCommittee in anAward in accordance with section 10 below.

(z)

Resulting Entity means the entity resulting from a transaction (including, without limitation, theCompany or an entity which as a result of such transaction owns theCompany or all or substantially all of theCompany’s property or assets, directly or indirectly).

(aa)

RSU means a restricted stock unit providing aParticipant with the right to receiveStock (or cash) at a date on or after vesting in accordance with the terms of such grant and/or upon the attainment ofPerformance Criteria specified by theCommittee in theAward in accordance with section 10 below.

(bb)

SAR means a stock appreciation right granted pursuant to section 8 below.

(cc)

Stock means the common stock, par value $0.01 per share, of theCompany, or any security into which such Stock may be changed by reason of any transaction or event of the type referred to in section 16 of thisPlan.

(dd)

Stock Option means the right to acquire shares ofStock at a certain price that is granted pursuant to section 7 below. The termStock Option includes bothIncentiveStock Options andNonqualifiedStock Options.

(ee)

Subsidiary orSubsidiaries means a corporation, company or other entity (i) more than 50% of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture, limited liability company, unincorporated association or other similar entity), but more than 50% of whose ownership interest representing the right generally to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by theCompany; provided, however, that for purposes of determining whether any person may be aParticipant for purposes of any grant ofIncentive Stock Options,Subsidiary means any corporation in which theCompany at the time owns or controls, directly or indirectly, more than 50% of the total combined voting power of the then-outstanding securities entitled to vote generally in the election of members of the board of directors or similar body represented by all classes of stock issued by such corporation.

Administration. ThePlan will be administered by theCommittee. TheCommittee shall have the discretionary authority to construe and interpret thePlan and anyAwards granted thereunder (and related documents), to establish and amend rules forPlan administration, to change the terms and conditions ofAwards at or after grant (subject to the provisions of section 22 below), to correct any defect or supply any omission or reconcile any inconsistency in thePlan or in anyAward granted under thePlan and to make all other determinations which it deems necessary or advisable for the administration of thePlan, and any determination by theCommittee pursuant to any provision of thisPlan or of any related agreement, notification or document will be final and conclusive. No member of theCommittee shall be liable for any such action or determination made in good faith. In addition, theCommittee is authorized to take any action it determines in its sole discretion to be appropriate subject only to the express limitations contained in thisPlan, and no authorization in anyPlan section or other provision of thisPlan is intended or may be deemed to constitute a limitation on the authority of theCommittee.

Awards under thePlan may be made subject to the satisfaction of one or morePerformance Criteria.

TheCommittee may from time to time delegate all or any part of its authority under thisPlan to a subcommittee thereof. In addition, to the extent permitted by law, theCommittee may delegate to one or more of its members, to one or more officers of theCompany, or to one or more agents or advisors, such administrative duties or powers as it may deem advisable (including but not limited to duties to determine aParticipant’s eligibility for benefits and powers to establish rules, procedures and requirements necessary or appropriate to carry out the terms of thePlan), and theCommittee, the subcommittee, or any person to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any responsibility theCommittee, the subcommittee or such person may have under thisPlan. To the extent of any delegation under this paragraph, references in thisPlan to theCommittee will be deemed to be references to such subcommittee.

To the extent permitted by law, theCommittee or theBoard may authorize one or more officers of theCompany to select employees to participate in thePlan and to determine the number and type ofAwards to be granted to suchParticipants, except with respect toAwards to officers subject to Section 16 of theExchange Act or tonon-employeeDirectors of theCompany. In the event of such authorization, any reference in thePlan to theCommittee shall be deemed to include such officer or officers, unless the context clearly indicates otherwise.

The determinations of theCommittee shall be made in accordance with their judgment as to the best interests of theCompany and its stockholders and in accordance with the purposes of thePlan. Any determination of theCommittee under thePlan may be made without notice or meeting of theCommittee, if in writing signed by all theCommittee members.

Participants. TheCommitteeshall determine which eligible individuals shall beParticipants in thePlan. Any individual who is located in a country in which theCompany’sStock or thePlanhave not been registered where registration is required shall be excluded from participation in thePlan. Designation of aParticipant in any year shall not require theCommittee to designate that person to receive anAward in any other year or to receive the same type or amount ofAward as granted to theParticipant in any other year or as granted to any otherParticipant in any year. TheCommittee shall consider all factors that it deems relevant in selectingParticipants and in determining the type and amount of their respectiveAwards.

5.	*Shares Available under thePlan***.

(a)

Subject to adjustment as provided in section 16, there is hereby reserved forAwards under thePlan, as of theEffective Date, (i) 11,000,000shares ofStock, plus (ii) the number of shares ofStock available for grant pursuant to thePredecessor Plan but which have not yet been made subject to awards granted under thePredecessor Plan as of theEffective Date(the “Maximum Share Limitation”). Subject to the share counting rules set forth below, theMaximum Share Limitation will be reduced by one share ofStock for every one share ofStock subject to anAwardgranted under thePlan. If, on or after theEffective Date, anAward under thisPlan or thePredecessor Plan (in whole or in part) expires or is terminated, cancelled, forfeited, settled in cash or unearned, the shares ofStock associated with the expired, terminated, cancelled, forfeited, cash-settled or unearned portion of theAwardshall again be available forAwardsunder thisPlan. Notwithstanding anything in thisPlan to the contrary, the following shares ofStock shall not be added (or added back, as applicable) to the aggregate number of shares available under this section 5(a): (i) shares withheld by theCompany, tendered or otherwise used in payment of the exercise price of aStock Option; (ii) shares withheld by theCompany, tendered or otherwise used to satisfy tax withholding; (iii) shares reacquired by theCompany on the open market or otherwise using cash proceeds from the exercise ofStock Options; and (iv) shares subject to a share-settledSAR that are not actually issued in connection with the settlement of suchSAR on the exercise thereof. All suchStock issued under thePlanmay be either authorized and unissuedStockor issuedStockreacquired by theCompany.

Additionally, in the event that a corporation acquired by (or combined with) theCompany or anySubsidiary has shares available under apre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of suchpre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used forAwards under thePlan and shall not reduce the shares ofStock authorized for grant under thePlan; provided thatAwards using such available shares shall not be made after the date awards or grants could have been made under the terms of

thepre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employees orDirectors of theCompany or anySubsidiary prior to such acquisition or combination; and provided further, that no shares ofStock subject to an award that is granted by, or becomes an obligation of, theCompany under this paragraph will be added (or added back) to theMaximum Share Limitation.

(b)

Notwithstanding anything to the contrary contained in thisPlan, and subject to adjustment as provided in section 16 of thisPlan, the aggregate number of shares ofStock actually issued or transferred by theCompany upon the exercise ofIncentive Stock Options will not exceed 11,000,000 shares; provided, however, notwithstanding aStock Option’s designation, to the extent thatIncentive Stock Optionsare exercisable for the first time by theParticipantduring any calendar year with respect toStock whose aggregateFair Market Valueexceeds $100,000, suchStock Optionsshall be treated asNonqualified Stock Options; provided further, that the value of any shares ofStock withheld or tendered to pay the exercise price ofIncentive Stock Options or withheld or tendered to pay taxes on anyIncentive Stock Options shall be taken into account for purposes of determining the aggregateFair Market Value ofStock associated with aParticipant’s Incentive Stock Options.

(c)

Notwithstanding anything to the contrary contained in thisPlan, in no event will anynon-employeeDirector of theCompany in any one calendar year be granted compensation for such service having an aggregate maximum value (measured at the date of grant as applicable, and calculating the value of anyAwards based on the grant date fair value for financial reporting purposes) in excess of $1,000,000.

Types ofAwards, Payments, and Limitations.Awardsunder thePlan shall consist ofStock Options,SARs,RestrictedStock,RSUs,DSUs,Performance Shares,Performance CashAwards and otherStock or cashAwards, all as described below. Payment ofAwards may be in the form of cash,Stock, otherAwards or combinations thereof as theCommittee shall determine, and with the expectation that anyAward ofStock shall be styled to preserve such restrictions as it may impose. TheCommittee, either at the time of grant or by subsequent amendment, and subject to the provisions of sections 22 and 23 hereto, may require or permitParticipants to elect to defer the issuance ofStock or the settlement ofAwards in cash under such rules and procedures as theCommittee may establish under thePlan in compliance withCodeSection 409A (to the extent applicable).

TheCommittee may provide that anyAwards under thePlan other thanStock OptionsorSARs earn dividends or dividend equivalents and interest on such dividends or dividend equivalents; provided, however, that any such dividends or dividend equivalents (and any interest related thereto) shall be deferred until, and paid contingent upon, the vesting of the relatedAward or portion thereof to which they relate. Any crediting of dividends or dividend equivalents may be subject to such restrictions and conditions as theCommittee may establish, including reinvestment in additionalStock orStock equivalents. For the avoidance of doubt, neitherStock Options norSARs granted under thisPlan may provide for any dividends or dividend equivalents thereon.

EachAward shall be evidenced by anEvidence of Award that shall be subject to thisPlan and set forth the terms, conditions and limitations of suchAward. Such terms may include, but are not limited to, the term of theAward, the provisions applicable in the event theParticipant’s employment terminates and theCompany’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind anyAward including without limitation the ability to amend suchAwards to comply with changes in applicable law. Unless otherwise determined by the Committee,Awardsgranted under thePlan shall be subject to theCompany’sclawback policy as in effect on theEffective Date, as the same may be amended from time to time. AnAward may also be subject to any other clawback policy of the Company or other provisions (whether or not applicable to similarAwards granted to otherParticipants) as theCommittee determines appropriate, including provisions intended to comply with federal or state securities laws and stock exchange requirements (including under Section 10D of the Exchange Act), understandings or conditions as to theParticipant’s employment, requirements or inducements for continued ownership ofStock after exercise or vesting ofAwards, or forfeiture or clawback ofAwards or any shares ofStock issued under and/or any other benefit related to anAward, in the event of termination of employment shortly after exercise or vesting, breach of noncompetition or confidentiality agreements following termination of employment, or other detrimental activity before or after employment, or other provisions intended to have a similar effect.

Notwithstanding anything in thisPlan (outside of this paragraph) to the contrary,Awards granted under thisPlan shall vest no earlier than after a minimumone-year vesting period orone-year performance period, as applicable; provided, however, that, notwithstanding the foregoing, an aggregate of up to 5% of theStock available forAwards under thisPlan as provided for in section 5 of thisPlan, as may be adjusted under section 16 of thisPlan, may be used forAwards that do not at grant comply with such minimum vesting provisions. Nothing in this paragraph or otherwise in thisPlan, however, shall preclude theCommittee, in is sole discretion, from (i) providing for continued vesting or accelerated vesting for anyAward under thePlan upon certain events, including in connection with or following aParticipant’s death, disability, or termination of service or aChange in Control, or (ii) exercising its authority under section 22(b) at any time following the grant of anAward.

Stock Options.Stock Options may be granted toParticipants at any time as determined by theCommittee. TheCommittee shall determine the number of shares subject to eachStock Option and whether theStock Option is anIncentiveStock Option, provided thatIncentive Stock Options may only be granted toParticipantswho meet the definition of “employees” underCode Section 3401(c). Unless otherwise indicated in the applicableEvidence of Award, aStock Optionwill be deemed to be aNonqualified Stock Option. The exercise price for eachStock Option shall be determined by theCommittee but shall not be less than 100% of theFair Market Value of theStock on the date theStock Option is granted unless theStock Option is a substituted, assumed or convertedStock Option granted pursuant to section 17 hereto. EachStock Option shall expire at such time as the

Committee shall determine at the time of grant; provided, however, that aStock Option will be automatically exercised upon the expiration date of theStock Option if theFair Market Value of a share ofStock on the expiration date exceeds the exercise price for eachStock Option.Stock Options shall be exercisable at such time and subject to such terms and conditions as theCommittee shall determine; provided, however, that noStock Option shall be exercisable later than ten years after its date of grant. The exercise price, upon exercise of anyStock Option, shall be payable to theCompany in full by: (a) cash payment or its equivalent (a “cash exercise”); (b) tendering previously acquiredStock having aFair Market Value at the time of exercise equal to the exercise price (a “stock swap”) or certification of ownership of such previously-acquiredStock(“attestation”); (c) to the extent permitted by applicable law, delivery of a properly executed exercise notice, together with irrevocable instructions to a broker to promptly deliver to theCompany the amount of sale proceeds from theStock Option shares or loan proceeds to pay the exercise price and to deliver to theParticipant the net amount of shares (a “cashless exercise forStock”) or cash (a “cashless exercise for cash”); (d) having theCompany retain from theStock otherwise issuable upon exercise of theStock Option a number of shares ofStock having a value (determined pursuant to rules established by theCommittee in its discretion)equal to the exercise price of the Stock Option (a “net exercise”); (d) a combination of the foregoing methods; or (f) such other methods of payment as theCommittee, in its discretion, deems appropriate.

Stock Appreciation Rights.SARs may be granted toParticipants at any time as determined by theCommittee. Notwithstanding any other provision of thePlan, theCommittee may, in its discretion, substituteSARs which can be settled only inStock for outstandingStock Options(“Substitute SARs”). The grant price of aSubstitute SAR shall be equal to the exercise price of the relatedStock Option and theSubstituteSAR shall have substantive terms (e.g., duration) that are equivalent to the relatedStock Option. The grant price of any otherSAR shall not be less than 100% of theFair Market Value of theStock on the date of its grant unless theSARs are substitute, assumed or convertedSARs granted pursuant to section 17 hereto. AnSAR may be exercised upon such terms and conditions and for the term theCommittee in its sole discretion determines; provided, however, that the term shall not exceed theStock Option term in the case of aSubstitute SAR or ten years from the date of grant in the case of any otherSAR, and the terms and conditions applicable to aSubstituteSARshall be substantially the same as those applicable to theStock Option which it replaces. Upon the expiration date of anSAR, theSARwill be automatically exercised if theFair Market Value of a share ofStock on the expiration date exceeds the grant price of theSAR. Upon exercise of anSAR, theParticipant shall be entitled to receive payment from theCompany in an amount determined by multiplying (a) the difference between theFair Market Value of a share ofStock on the date of exercise and the grant price of theSAR by (b) the number of shares with respect to which theSAR is exercised. The payment may be made in cash orStock, at the discretion of theCommittee, except in the case of aSubstituteSAR payment which may be made only inStock.

9.	No Repricing. Except in connection with a corporate transaction or event described in section 16 of thisPlan or in connection with aChange in Control, the terms of outstandingAwards may not be amended to reduce the exercise price of outstanding

Stock Options or the grant price of outstandingSARs, or cancel outstanding “underwater”Stock Options orSARs (including following aParticipant’s voluntary surrender of “underwater”Stock Options orSARs) in exchange for cash, otherAwards orStock Options orSARs with an exercise price or grant price, as applicable, that is less than the exercise price of the originalStock Options or grant price of the originalSARs, as applicable, without stockholder approval. This section 9 is intended to prohibit the repricing of “underwater”Stock Options andSARs and will not be construed to prohibit the adjustments provided for in section 16 of thisPlan.

10.

Restricted Stock andRSUs.RestrictedStock andRSUs may be awarded or sold toParticipants under such terms and conditions as shall be established by theCommittee.RestrictedStock andRSUs shall be subject to such restrictions as theCommittee determines, including, without limitation, any of the following:

(a)

a prohibition against sale, assignment, transfer, pledge, hypothecation or other encumbrance for a specified period;

(b)

a requirement that the holder forfeit (or in the case ofStock orRSUs sold to theParticipant, resell to theCompany at cost) suchStock orRSUs in the event of termination of employment during the period of restriction; and

(c)

the attainment ofPerformance Criteria.

11.	*DSUs*.DSUs provide aParticipant a vested right to receiveStock in lieu of other compensation at termination of employment or service or at a specific future designated date.

12.

Performance Shares. TheCommittee shall designate theParticipants to whomPerformance Shares are to be awarded and determine the number of shares, the length of thePerformance Period and the other terms and conditions of each suchAward. EachAward ofPerformance Shares shall entitle theParticipant to a payment in the form ofStock (or cash) upon the attainment ofPerformance Criteria and other terms and conditions specified by theCommittee.

Notwithstanding satisfaction of anyPerformance Criteria, the number of shares issued under aPerformance ShareAward may be adjusted by theCommittee on the basis of such further consideration as theCommittee in its sole discretion shall determine. TheCommittee may, in its discretion, make a cash payment equal to theFair Market Value ofStock otherwise required to be issued to aParticipant pursuant to aPerformance Share Award.

13.

Performance Cash Awards. TheCommittee shall designate theParticipants to whomPerformance Cash Awards are to be awarded and determine the amount of theAward and the terms and conditions of each suchAward. EachPerformance CashAward shall entitle theParticipant to a payment in cash (or an equivalent value inStock, as determined by theCommittee and set forth in the applicableEvidence of Award) on terms and conditions specified by theCommittee.

Notwithstanding the satisfaction of anyPerformance Criteria, the amount to be paid under aPerformance CashAward may be adjusted by theCommittee on the basis of such further consideration as theCommittee in its sole discretion shall determine. TheCommittee may, in its discretion, substitute actualStock for the cash payment otherwise required to be made to aParticipant pursuant to aPerformance CashAward.

14.

OtherStock or CashAwards. In addition to the awards described in sections 6 through 13 above, theCommittee may grant shares ofStock or such otherAwards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to,Stock or factors that may influence the value of suchStock, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable intoStock, purchase rights forStock, awards with value and payment contingent upon performance of theCompany or specifiedSubsidiaries, affiliates or other business units thereof or any other factors designated by theCommittee, andAwards valued by reference to the book value of theStock or the value of securities of, or the performance of specifiedSubsidiaries or affiliates or other business units of theCompany. TheCommitteewill determine the terms and conditions of suchAwards.Stock delivered pursuant to anAward in the nature of a purchase right granted under this section 14 will be purchased for such consideration, and paid for at such time, by such methods, and in such forms, including, without limitation,Stock, otherAwards, notes or other property, as theCommittee determines.

CashAwards, as an element of or supplement to any otherAward granted under thisPlan, may also be granted pursuant to this section 14.

TheCommittee may authorize the grant ofStock as a bonus, or may authorize the grant of otherAwards in lieu of obligations of theCompany or aSubsidiary to pay cash or deliver other property under thisPlan or under other plans or compensatory arrangements, subject to such terms as will be determined by theCommittee in a manner that complies withCode Section 409A.

15.	*Change in Control*. The vesting and payment terms applicable to anAward following aChange in Control shall be determined by theCommittee.

16.

Adjustments. TheCommittee shall make or provide for such adjustments in the number of and kind of shares ofStock covered by outstandingStock Options,SARs,Restricted Stock,RSUs,DSUs, andPerformance Shares granted hereunder and, if applicable, in the number of and kind of shares ofStock covered by otherAwards granted pursuant to section 14 of thisPlan, in the exercise price and base price provided in outstandingStock Options andSARs, respectively, inPerformance Cash Awards, and in other award terms, as theCommittee, in its sole discretion, exercised in good faith, determines is equitably required to prevent dilution or enlargement of the rights ofParticipants that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of theCompany, (b) any merger, consolidation,spin-off,split-off,spin-out,split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event

having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or in the event of aChange in Control, theCommittee may provide in substitution for any or all outstandingAwards under thisPlan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and shall require in connection therewith the surrender of allAwards so replaced in a manner that complies withCode Section 409A. In addition, for eachStock Option orSAR with an exercise price or base price, respectively, greater than the consideration offered in connection with any such transaction or event orChange in Control, theCommittee may in its discretion elect to cancel suchStock Option orSAR without any payment to the person holding suchStock Option orSAR. TheCommittee shall also make or provide for such adjustments in the number of shares ofStock specified in section 5 of thisPlan as theCommittee in its sole discretion, exercised in good faith, determines is appropriate to reflect any transaction or event described in this section 16; provided, however, that any such adjustment to the number specified in section 5(b) of thisPlan will be made only if and to the extent that such adjustment would not cause anyStock Optionintended to qualify as anIncentive Stock Option to fail to so qualify.

17.

Substitution and Assumption ofAwards. TheBoard or theCommittee may authorize the issuance ofAwards under thisPlan in connection with the assumption or conversion of, or substitution for, outstanding awards previously granted to individuals who become employees of theCompany or anySubsidiary as a result of any merger, consolidation, acquisition of property or stock or reorganization, upon such terms and conditions as theCommittee may deem appropriate. TheAwards so granted may reflect the original terms of the awards being assumed or substituted or converted for and need not comply with other specific terms of thisPlan, and may account forStock substituted for the securities covered by the original awards and the number of shares subject to the original awards, as well as any exercise or purchase prices applicable to the original awards, adjusted to account for differences in stock prices in connection with the applicable transaction. Any substituteAwards granted under thePlan as described in this section 17 shall not count against theStock limitations set forth in section 5 hereto, to the extent permitted by Section 303A.08 of the New York Stock Exchange Listed Company Manual as in effect from time to time.

18.

Nontransferability. Except as otherwise determined by theCommittee in the case ofStock Options, and subject to compliance withCodeSection 409A, eachAward granted under thePlan shall not be transferable other than by will or the laws of descent and distribution, and eachStock Option andSAR shall be exercisable during theParticipant’s lifetime only by theParticipant or, in the event of disability, by theParticipant’s personal representative. In no event will any suchAward granted under thisPlanbe transferred for value. In the event of the death of aParticipant, exercise of anyAward or payment with respect to anyAward shall be made only by or to the beneficiary, executor or administrator of the estate of the deceasedParticipant or thePerson orPersons to whom the deceasedParticipant’s rights under theAward shall pass by will or the laws of descent and distribution.

19.

Taxes. To the extent that theCompany is required to withhold federal, state, local or foreign taxes or other amounts in connection with any payment made or benefit realized by aParticipant or other person under thisPlan, and the amounts available to theCompany for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that theParticipant or such other person make arrangements satisfactory to theCompany for payment of the balance of such taxes or other amounts required to be withheld, which arrangements (in the discretion of theCommittee) may include relinquishment of a portion of such benefit. If aParticipant’s benefit is to be received in the form ofStock, unless otherwise determined by theCommittee, such withholding requirement shall be satisfied by retention by theCompanyof a portion of theStock to be delivered to theParticipant. TheStockused for tax or other withholding will be valued at an amount equal to the fair market value of suchStock on the date the benefit is to be included inParticipant’s income. In no event will the fair market value of theStock to be withheld and delivered pursuant to this section 19 exceed the minimum amount required to be withheld, unless (i) an additional amount can be withheld and not result in adverse accounting consequences and (ii) such additional withholding amount is authorized by theCommittee.Participants will also make such arrangements as theCompany may require for the payment of any withholding tax or other obligation that may arise in connection with the disposition ofStock acquired upon the exercise ofStock Options.

20.	Compliance with Code Section 409A.

(a)

To the extent applicable, it is intended that thisPlan and any grants made hereunder comply with the provisions ofCode Section 409A, so that the income inclusion provisions ofCode Section 409A(a)(1) do not apply to theParticipants. ThisPlan and any grants made hereunder will be administered in a manner consistent with this intent. Any reference in thisPlan to Section 409A of theCode will also include any regulations or any other formal guidance promulgated with respect to such section by the U.S. Department of the Treasury or the Internal Revenue Service.

(b)

Neither aParticipantnor any of aParticipant’s creditors or beneficiaries will have the right to subject any deferred compensation (within the meaning ofCode Section 409A) payable under thisPlan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted underCode Section 409A, any deferred compensation (within the meaning ofCode Section 409A) payable to aParticipantor for aParticipant’s benefit under thisPlan and grants hereunder may not be reduced by, or offset against, any amount owed by aParticipant to theCompany or any of itsSubsidiaries.

(c)

If, at the time of aParticipant’s separation from service (within the meaning ofCode Section 409A), (i) theParticipant will be a specified employee (within the meaning ofCode Section 409A and using the identification methodology selected by theCompany from time to time) and (ii) theCompany makes a good faith determination that an amount payable hereunder constitutes deferred

compensation (within the meaning ofCode Section 409A) the payment of which is required to be delayed pursuant to thesix-month delay rule set forth inCode Section 409A in order to avoid taxes or penalties underCode Section 409A, then theCompany will not pay such amount on the otherwise scheduled payment date but will instead pay it, without interest, on the tenth business day of the seventh month after such separation from service.

(d)

Solely with respect to anyAward that constitutes nonqualified deferred compensation subject toCode Section 409A and that is payable on account of aChange in Control (including any installments or stream of payments that are accelerated on account of aChange in Control), aChange in Control shall occur only if such event also constitutes a “change in the ownership,” “change in effective control,” and/or a “change in the ownership of a substantial portion of assets” of theCompany as those terms are defined under Treasury Regulation§1.409A-3(i)(5), but only to the extent necessary to establish a time and form of payment that complies withCode Section 409A, without altering the definition ofChange in Control for any purpose in respect of suchAward.

(e)

Notwithstanding any provision of thisPlan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application ofCode Section 409A, theCompany reserves the right to make amendments to thisPlanand grants hereunder as theCompany deems necessary or desirable to avoid the imposition of taxes or penalties underCode Section 409A. In any case, aParticipantwill be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on aParticipant or for aParticipant’saccount in connection with thisPlanand grants hereunder (including any taxes and penalties underCode Section 409A), and neither theCompanynor any of its affiliates will have any obligation to indemnify or otherwise hold aParticipantharmless from any or all of such taxes or penalties.

21.

Duration of thePlan. NoAward shall be made under thePlan more than ten years after theEffective Date, provided that allAwards made prior to such date will continue in effect thereafter subject to the terms thereof and of thisPlan; provided, however, that the terms and conditions applicable to anyStock Option granted on or before such date may thereafter be amended or modified by mutual agreement between theCompany and theParticipant, or such otherPerson as may then have an interest therein.

22.	Amendment and Termination.

(a)

TheBoard may amend thePlan from time to time or terminate thePlan at any time. However, unless expressly provided in anAward or thePlan, no such action shall materially reduce the amount of any existingAward or materially and adversely change the terms and conditions thereof without theParticipant’s consent; provided, however, that theCommittee may, in its discretion, substituteSARs which can be settled only inStock for outstandingStock Options and may require anAward be deferred pursuant to section 6 hereto, without aParticipant’s consent; and further provided that theCommittee may amend or terminate an

Award to comply with changes in law, including but not limited to tax law, without aParticipant’s consent. Notwithstanding any provision of thePlan to the contrary, the provisions in each of section 9 of thePlan (regarding the repricing ofStock OptionsandSARs) shall not be amended without stockholder approval. Notwithstanding any provision of thePlan to the contrary, to the extent thatAwards under thePlan are subject to the provisions ofCode Section 409A, then thePlan as applied to those amounts shall be interpreted and administered so that it is consistent with suchCode section. TheCompany shall obtain stockholder approval of anyPlan amendment to the extent necessary to comply with applicable laws, regulations or stock exchange rules. Termination of thePlanwill not affect the rights ofParticipants or their successors under anyAwardsoutstanding hereunder and not exercised in full on the date of termination.

(b)

If permitted byCode Section 409A, but subject to the paragraph that follows, including in the case of termination of employment or service, or in the case of unforeseeable emergency or other circumstances or in the event of aChange in Control, to the extent aParticipant holds aStock Option orSAR not immediately exercisable in full, or anyRestricted Stock as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, or anyRSUs as to which the vesting period has not been completed, or anyPerformance Cash Awards orPerformance Shares which have not been fully earned, or any dividend equivalents or otherAwards made pursuant to section 14 of thisPlan subject to any vesting schedule or transfer restriction, or who holdsStock subject to any transfer restriction imposed pursuant to thisPlan, theCommittee may, in its sole discretion, provide for continued vesting or accelerate the time at which suchStock Option,SARor other award may vest or be exercised or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such vesting period will end or the time at which suchPerformance Cash AwardsorPerformance Shareswill be deemed to have been earned or the time when such transfer restriction will terminate or may waive any other limitation or requirement under anyAward.

23.	Other Provisions.

(a)

In the event anyAward under thisPlan is granted to aParticipant who is a foreign national or who is employed by theCompany or anySubsidiary outside of the United States of America or who provides services to theCompanyor anySubsidiaryunder an agreement with a foreign nation or agency, theCommittee may, in its sole discretion: (i) provide for such special terms forAwards tosuchParticipants, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom; (ii) approve such supplements to or amendments, restatements or alternative versions of thisPlan (includingsub-plans) as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of thisPlan as in effect for any other purpose, and the secretary or other appropriate officer of theCompany may certify any such document as having been approved and adopted in the same manner as thisPlan; or (iii) cause theCompany to enter into an internal

accounting transaction with any local branch or affiliate consistent with internal accounting/audit protocols and pursuant to which suchbranch or affiliate will reimburse theCompany for the cost of such equity incentives. No such special terms, supplements, amendments or restatements as described in this subsection, however, will include any provisions that are inconsistent with the terms of thisPlan as then in effect unless thisPlan could have been amended to eliminate such inconsistency without further approval by theCompany’sstockholders.

(b)

To the extent that any provision of thisPlan would prevent anyStock Optionthat was intended to qualify as anIncentive Stock Option from qualifying as such, that provision will be null and void with respect to suchStock Option. Such provision, however, will remain in effect for otherStock Options and there will be no further effect on any provision of thisPlan.

(c)

NoAward under thisPlan may be exercised by the holder thereof if such exercise, and the receipt of cash or shares thereunder, would be, in the opinion of counsel selected by theCompany, contrary to law or the regulations of any duly constituted authority having jurisdiction over thisPlan.

(d)

NoParticipant will have any rights as a stockholder of theCompany with respect to anyStock subject toAwards granted to him or her under thisPlan prior to the date as of which he or she is actually recorded as the holder of suchStock upon the share records of theCompany.

(e)

Neither thePlan nor anyAward shall confer upon aParticipant any right with respect to continuing theParticipant’s employment with theCompany; nor interfere in any way with theParticipant’s right or theCompany’s right to terminate such relationship at any time, with or without cause, to the extent permitted by applicable laws and any enforceable agreement between the employee and theCompany.

(f)

No fractional shares ofStock shall be issued or delivered pursuant to thePlan or anyAward, and theCommittee, in its discretion, shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional shares ofStock, or whether such fractional shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

(g)

In the event any provision of thePlan shall be held to be illegal, invalid or unenforceable for any reason, or would disqualify thisPlan or anyAwardunder any law deemed applicable by theCommittee, such provision will be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of theCommittee, it will be stricken and the remainder of thisPlan will remain in full force and effect. Notwithstanding anything in thisPlan or anEvidence of Award to the contrary, nothing in thisPlan or in anEvidence of Award prevents aParticipant from providing, without prior notice to theCompany, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or

proceeding by any governmental authorities regarding possible legal violations, and for purpose of clarity aParticipant is not prohibited from providing information voluntarily to the Securities and Exchange Commission pursuant to Section 21F of theExchange Act.

(h)

Payments and other benefits received by aParticipant under anAward made pursuant to thePlan generally shall not be deemed a part of aParticipant’s compensation for purposes of determining theParticipant’s benefits under any other employee benefit plans or arrangements provided by theCompany or aSubsidiary, unless theCommittee expressly provides otherwise in writing or unless expressly provided under such plan. TheCommittee shall administer, construe, interpret and exercise discretion under thePlan and eachAward in a manner that is consistent and in compliance with a reasonable, good faith interpretation of all applicable laws.

24.

Governing Law. ThePlan and any actions taken in connection herewith shall be governed by and construed in accordance with the laws of the state of North Carolina without regard to any state’s conflict of laws principles. Any legal action related to thisPlan shall be brought only in a federal or state court located in North Carolina.

25.

Stockholder Approval. ThisPlan will be effective as of theEffective Date. No grants will be made on or after theEffective Date under thePredecessor Plan, provided that outstanding awards granted under thePredecessor Plan will continue unaffected following theEffective Date. For clarification purposes, the terms and conditions of thisPlan shall not apply to or otherwise impact previously granted and outstanding awards under thePredecessor Plan, as applicable.

Hanesbrands (HBI) 8-KDeparture of Directors or Certain Officers