HBI Hanesbrands Inc

As described below, on April 28, 2020, at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Hanesbrands Inc. (the “Company”), the stockholders of the Company approved the Hanesbrands Inc. 2020 Omnibus Incentive Plan (the “Omnibus Plan”). The following description of the Omnibus Plan is qualified in its entirety by reference to the Omnibus Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

In general, the Omnibus Plan will be administered by the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”) and will enable the Compensation Committee to provide equity and incentive compensation to (1) the Company’s employees (and those of its subsidiaries), including persons who have agreed to commence serving in such capacity within 90 days of the grant of the applicable award, (2) the Company’s non-employee directors and (3) certain other persons, including certain consultants, who provide employee-type services to the Company or its subsidiaries. Pursuant to the Omnibus Plan, the Company may grant equity-based and cash-based compensation generally in form of stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, performance shares, performance cash awards, dividend equivalents and other stock or cash awards upon terms and conditions as further described in the Omnibus Plan.

Subject to adjustment as provided in the Omnibus Plan, and subject to the Omnibus Plan’s share counting rules, as of the effective date of the Omnibus Plan, a total of 11,000,000 shares of common stock of the Company are reserved for awards granted under the Omnibus Plan, plus the number of shares of common stock of the Company available for grant under the predecessor Hanesbrands Inc. Omnibus Incentive Plan (the “Prior Plan”) that have not yet been made subject to awards under the Prior Plan as of the effective date of the Omnibus Plan. These shares may be either authorized and unissued shares or issued shares reacquired by the Company. The aggregate number of shares of common stock available under the Omnibus Plan will generally be reduced by one share of common stock for every one share subject to an award granted under the Omnibus Plan. Shares underlying certain awards under the Omnibus Plan and the Prior Plan that expire or are terminated, cancelled, forfeited, cash-settled or unearned will again be available under the Omnibus Plan, as further described in the Omnibus Plan.

The Omnibus Plan also provides that: (1) subject to adjustment as described in the Omnibus Plan, the aggregate number of shares of common stock actually issued or transferred upon the exercise of incentive stock options will not exceed 11,000,000 shares; and (2) no non-employee director of the Company in any one calendar year will be granted compensation for such service having an aggregate maximum value (measured at the date of grant as applicable, and calculating the value of any awards under the Omnibus Plan based on the grant date fair value for financial reporting purposes) in excess of $1,000,000.

The Omnibus Plan provides that awards granted under the Omnibus Plan will vest no earlier than after a minimum one-year vesting period or one-year performance period, as applicable, except that an aggregate of up to 5% of the common stock available for awards under the Omnibus Plan (as may be adjusted under the adjustment provisions of the Omnibus Plan), may be used for awards under the Omnibus Plan that do not at grant comply with such minimum vesting requirement. However, notwithstanding the minimum vesting requirement, the Compensation Committee is permitted to (1) provide for continued vesting or accelerated vesting for any award under the Omnibus Plan upon certain events, including in connection with or following a participant’s death, disability, or termination of service or a change in control, and (2) exercise its discretionary vesting authority under the Omnibus Plan (as described in the Omnibus Plan) at any time following the grant of an award.

The Omnibus Plan permits the Compensation Committee to make certain performance-based awards to participants under the Omnibus Plan. The performance criteria with respect to such performance-based awards 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- or after-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 under GAAP.

The Board generally will be able to amend the Omnibus Plan, subject to stockholder approval in certain circumstances as described in the Omnibus Plan.