(e) Tax Withholding. The Company shall have the right to deduct from any compensationpayable to Executive under this Agreement social security (FICA) taxes and all federal, state,municipal, foreign or other taxes or charges as may now be in effect or that may hereafter beenacted or required.          (f) Expense Reimbursements. The Company shall pay or reimburse Executive for allreasonable business expenses incurred or paid by Executive in the course of performing his dutieshereunder, including, but not limited to, reasonable travel expenses for Executive. As a conditionto such payment or reimbursement, however, Executive shall maintain and provide to the Companyreasonable documentation and receipts for such expenses.     3. Term. Unless sooner terminated pursuant to Section 4 of this Agreement, andsubject to the provisions of Section 5 and Section 6 hereof, the term of this Agreement (the“Term”) shall commence as of the first day of fiscal year 2010 and shall continue until the date ofthe filing with the Securities and Exchange Commission of the Company’s Form 10K for fiscal year2012.     4. Termination. Notwithstanding the provisions of Section 3 hereof, but subject tothe provisions of Section 5 and Section 6 hereof, Executive’s employment under this Agreement shallterminate as follows:          (a) Death. Executive’s employment shall terminate upon the death of Executive;provided, however, that the Company shall continue to pay (in accordance with its normal payrollprocedures) the Base Salary to Executive’s estate for a period of six (6) months after the date ofExecutive’s death if Executive is employed by the Company the on date of his death.          (b) Termination for Cause. The Company may terminate Executive’s employment at anytime for “Cause” (as hereinafter defined) by delivering a written termination notice to Executive.For purposes of this Agreement, “Cause” shall mean the Executive is convicted of a felony.          (c) Termination Without Cause. The Company may terminate Executive’s employment atany time for any or no reason by delivering a written termination notice to Executive.          (d) Termination by Executive. Executive may terminate his employment at any time bydelivering one hundred eighty (180) days prior written notice to the Board of Directors of theCompany; provided, however, that the terms, conditions and benefits specified in Section 5 hereofshall apply or be payable to Executive only if such termination occurs as a result of a materialbreach by the Company of any provision of this Agreement which breach is not cured within ten (10)days after the Board of Directors of the Company receives from Executive a written noticedetailing such breach.          (e) Termination Following Disability. In the event Executive becomes “disabled” (asdefined below), the Company may terminate Executive’s employment by delivering a writtentermination notice to Executive. Notwithstanding the foregoing, Executive shall continue toreceive his full Base Salary and benefits to which he is entitled under this Agreement for a periodof six (6) months after the effective date of such termination. For purposes of this section, theExecutive shall be considered disabled if the Executive (i) is unable to engage in any substantialgainful activity by reason of any medically determinable physical or mental impairment which can beexpected to result in death or can be expected to last for a continuous period of not less than 12months, or (ii) is, by reason of any medically determinable physical or mental impairment which canbe expected to result in death or can be expected to last for a continuous period of not less than12 months, receiving income replacement benefits for a period of not less than three (3) monthsunder the Company’s disability insurance policy and/or salary continuation policy as in effect onthe date of such disability.          (f) Payments. Subject to any limitations under Section 409A of the Internal RevenueCode of 1986, as amended (“Code”), and related Treasury Regulations, following any expiration ortermination of this Agreement or Executive’s employment hereunder, and in addition to (but not induplication of) any amounts owed pursuant to Section 5 or Section 6 hereof, the Company shall payto Executive all amounts earned by Executive hereunder prior to the date of such expiration ortermination.          (g) Non-Disparagement. Executive agrees that during and following the termination ofhis employment he will not publicly (or in a manner he reasonably should have expected to be madepublic) disparage or otherwise make negative comments regarding the Company, its employees or itsaffiliates, provided, however, that the foregoing shall in no way restrict the Executive from ingood faith reporting any concerns that he may have to (i) any authority within the Companydesignated to receive complaints or concerns from employees, including, without limitation, theCompany’s Board of Directors or a committee thereof, or (ii) any regulator or other governmentalauthority with supervisory responsibility for the Company (including, without limitation, theSecurities and Exchange Commission) or the Company’s independent auditors.
 

 
     5. Certain Termination Benefits. In the event that:          (i) the provisions of Section 6 do not apply;          (ii) either the Company terminates Executive’s employment without Cause pursuant toSection 4(c) or Executive terminates his employment pursuant to Section 4(d) as aresult of an uncured material breach by the Company of any provision of this Agreement; and          (iii) the Executive executes and delivers the release contemplated in subsection (e)below, then in such case the Company will provide Executive the benefits described insubsection (a) below and, if and to the extent that Executive is eligible to participate insuch plans, subsections (b) through (c) below.          (a) Base Salary and Incentive Compensation. The Company shall pay to Executive (i)his Base Salary (as in effect as of the date of his termination) and (ii) Incentive Compensation(in an aggregate amount as follows:       **Years of Service with** **Base**   **Payout****The Company** **Salary** **Incentive Compensation** **Period**Less than one 3 months 25% of the Short TermIncentive Plan awardfor the most recentfull fiscal yearprior to termination 3 months One but less than two 6 months 50% of the Short TermIncentive Plan awardfor the most recentfull fiscal yearprior to termination 6 months Two but less than three 9 months 75% of the Short TermIncentive Plan awardfor the most recentfull fiscal yearprior to termination 9 months Three or More 12 months 100% of the ShortTerm Incentive Planbase award for thefull fiscal year inwhich thetermination occurs 12 monthsTo the extent permitted under Code Section 409A, the sum of applicable Base Salary and IncentiveCompensation shall be divided into equal monthly payments and paid to the Executive over theapplicable Payout Period shown in the table above, depending on the Executive’s years of service atthe time of termination.          (b) Life and Group Disability Insurance. If and to the extent that the Company’splans in effect from time to time permit such coverage and to the extent permitted under CodeSection 409A, the Company shall continue to provide Executive with group life and disabilityinsurance coverage for the applicable Payout Period described above in (a) following termination atcoverage levels and rates equal to those applicable to Executive immediately prior to suchtermination or, if different, as provided to other executive level employees during such applicableperiod.          (c) Medical Insurance. Upon termination of employment, the Executive shall beentitled to all COBRA continuation benefits available under the Company’s group health plans tosimilarly situated employees. To the extent permitted under Code Section 409A, during theapplicable Payout Period, the Company shall provide such COBRA continuation benefits to theExecutive at the active employee rates similarly situated employees must pay for such benefits.Upon the expiration of such Payout Period, the Executive will be responsible for paying the fullCOBRA premiums for the remaining COBRA continuation period.          (d) Offset. To the extent permitted by COBRA and the Health Insurance Portability andAccountability Act of 1996, as amended (“HIPAA”), any fringe benefits received by Executive inconnection with any other employment accepted by Executive that are reasonably comparable, even ifnot necessarily as beneficial to Executive, to the fringe benefits then being provided by theCompany pursuant to paragraphs (b) and (c) of this Section 5, shall be deemed to be the equivalentof such benefits, and shall terminate the Company’s responsibility to continue providing the fringebenefits package, taken as a whole, then being provided by the Company pursuant to paragraphs (b)and (c) of this Section 5. The Company agrees that if Executive’s employment with the Company isterminated, Executive shall have no duty to mitigate damages.          (e)  General Release. Acceptance by Executive of any amounts pursuant to this Section5 shall constitute a full and complete release by Executive of any and all claims Executive mayhave against the Company, its officers, directors and affiliates, including, but not limited to,claims he might have relating to Executive’s employment with the Company and cessation thereof;provided, however, that there may properly be excluded from the scope of such general release thefollowing:     (i) claims that Executive may have against the Company for reimbursement ofordinary and necessary business expenses incurred by him during the course of hisemployment;
 

 
     (ii) claims that may be made by the Executive for payment of Base Salary,bonuses, fringe benefits, stock upon vesting of incentive stock awards, stock uponexercise of stock options properly due to him, or other amounts or benefits due to himunder this Agreement;     (iii) claims respecting any matters for which the Executive is entitled to beindemnified under the Company’s Articles of Incorporation or By-laws or applicablelaw, respecting third party claims asserted or third party litigation pending orthreatened against the Executive; and     (iv) any claims prohibited by applicable law from being included in the release.A condition to Executive’s receipt of any amounts pursuant to this Section 5 shall be Executive’sexecution and delivery of a general release as described above. In exchange for such release, theCompany shall, if Executive’s employment is terminated without Cause, provide a release toExecutive, but only with respect to claims against Executive that Executive identifies in writingto the Company at the time of such termination.     6. Effect of Change of Control.          (a) If within one (1) year following a “Change of Control” (as hereinafter defined), Executiveterminates his employment with the Company for “Good Reason” (as hereinafter defined) or theCompany terminates Executive’s employment for any reason other than Cause, death or disability (asdefined in Section 4(e)), the Company shall pay to Executive in a lump sum within thirty (30) daysfollowing Executive’s termination of employment: (i) an amount equal to one times the Executive’sBase Salary as of the date of termination; and (ii) an amount equal to the full amount of the cashShort-Term Incentive Compensation base during the fiscal year in which the termination occurs. Inaddition, the Company shall provide the Executive with out-placement assistance. In addition, tothe extent permitted under the terms of the various plans, the Company shall continue to providethe Executive with coverage under the Company’s various welfare and benefit plans, includingretirement and group healthcare, dental and life in which Executive participates at the time oftermination, for the period equal to twelve (12) months from the date of termination at coveragelevels and rates substantially equal to those applicable to Executive immediately prior to suchtermination.          (b) “Change of Control” means, with respect to the Executive, a “change in ownership,” a“change in effective control,” or a “change in the ownership of substantial assets” of acorporation as described in Treasury Regulations Section 1.409A-3(g)(5) (which events arecollectively referred to herein as “Change of Control events”) after the date of this Agreement.To constitute a Change of Control with respect to the Executive, the Change of Control event mustrelate to a change in control of Delta Apparel, Inc.     (i) A “change in ownership” of a corporation occurs on the date that any oneperson, or more than one person acting as a group, acquires ownership of stock of thecorporation that, together with stock held by such person or group, constitutes morethan 50 percent of the total fair market value or total voting power of the stock ofsuch corporation. However, if any one person, or more than one person acting as agroup, is considered to own more than 50 percent of the total fair market value ortotal voting power of the stock of a corporation, the acquisition of additional stockby the same person or persons is not considered to cause a change in ownership of thecorporation (or to cause a change in the effective control of the corporation (withinthe meaning of paragraph (ii) below)).     (ii) Notwithstanding that a corporation has not undergone a change in ownershipunder paragraph (i) above, a “change in effective control” of a corporation occurs onthe date that either:          (A) Any one person, or more than one person acting as a group, acquires (or hasacquired during the 12-month period ending on the date of the most recent acquisitionby such person or persons) ownership of stock of the corporation possessing 35 percentor more of the total voting power of the stock of such corporation; or          (B) A majority of members of the corporation’s board of directors is replacedduring any 12-month period by directors whose appointment or election is not endorsedby a majority of the members of the corporation’s board of directors prior to the dateof the appointment or election.          For purposes of this paragraph (ii), the term corporation refers solely to therelevant corporation identified in the opening paragraph of this Section 6(b) forwhich no other corporation is a majority shareholder.
 

 
          (c) “Good Reason” shall mean any of the following actions taken by the Company without theExecutive’s written consent after a Change of Control:     (i) the assignment to the Executive by the Company of duties inconsistent with,or the reduction of the powers and functions associated with, the Executive’sposition, duties, responsibilities and status with the Company immediately prior to aChange of Control or Potential Change of Control (as defined below), or an adversechange in Executive’s titles or offices as in effect immediately prior to a Change ofControl or Potential Change of Control, or any removal of the Executive from or anyfailure to re-elect Executive to any of such positions, except in connection with thetermination of his employment for disability (as provided in Section 4(e)) or Cause oras a result of Executive’s death, except to the extent that a change in duties relatesto the elimination of responsibilities attendant to the Company’s no longer being apublicly traded company;     (ii) a reduction by the Company in the Executive’s Base Salary as in effect onthe date of a Change of Control or Potential Change of Control, or as the same may beincreased from time to time during the term of this Agreement;     (iii) the Company shall require the Executive to be based anywhere other than ator within a 25-mile radius of the Company’s principal executive offices or thelocation where the Executive is based on the date of a Change of Control or PotentialChange of Control, or if Executive agrees to such relocation, the Company fails toreimburse the Executive for moving and all other expenses reasonably incurred inconnection with such move;     (iv) a significant increase in Executive’s required travel on behalf of theCompany;     (v) the Company shall fail to continue in effect any Company-sponsored plan orbenefit that is in effect on the date of a Change of Control or Potential Change ofControl (other than the Incentive Stock Award Plan or the Company’s stock optionplan) and pursuant to which Executive has received awards or benefits and thatprovides (A) incentive or bonus compensation, (B) fringe benefits such as vacation,medical benefits, life insurance and accident insurance, (C) reimbursement forreasonable expenses incurred by the Executive in connection with the performance ofduties with the Company, or (D) retirement benefits such as a Internal Revenue CodeSection 401(k) plan, except to the extent that such plans taken as a whole arereplaced with substantially comparable plans;     (vi) any material breach by the Company of any provision of this Agreement whichis not cured within ten (10) days of the Company’s receipt from Executive of noticethereof; and     (vii) any failure by the Company to obtain the assumption of this Agreement byany successor or assign of the Company effected in accordance with the provisions ofSection 13.          (d) “Potential Change of Control” shall mean the date as of which (i) the Company enters intoan agreement the consummation of which, or the approval by shareholders of which, would constitutea Change of Control; (ii) proxies for the election of directors of the Board of Directors of theCompany are solicited by anyone other than the Company which solicitation, if successful, wouldresult in a Change of Control; (iii) any person (including, but not limited to, any individual,partnership, joint venture, corporation, association or trust) publicly announces an intention totake or to consider taking actions which, if consummated, would constitute a Change of Control; or(iv) any other event occurs which is deemed to be a Potential Change of Control by the Board ofDirectors of the Company and the Board adopts a resolution to the effect that a Potential Change ofControl has occurred.          (e) In the event that (i) Executive would otherwise be entitled to the compensation andbenefits described in Section 5 or 6(a) hereof (“Compensation Payments”), and (ii) the Companydetermines, based upon the advice of tax counsel, that, as a result of such Compensation Paymentsand any other benefits or payments required to be taken into account under the Internal RevenueCode of 1986, as amended (the “Code”), Section 280G(b)(2) (collectively,“Parachute Payments”), anyof such Parachute Payments would be reportable by the Company as an “excess parachute payment”under Code Section 280G, such Compensation Payments shall be reduced to the extent necessary tocause the aggregate present value (determined in accordance with Code Section 280G and applicableregulations promulgated thereunder) of the Executive’s Parachute Payments to equal 2.99 times the“base amount” as defined in Code Section 280G(b)(3) with respect to such Executive. However, suchreduction in the Compensation Payments shall be made only if, in the opinion of such tax counsel,it would result in a larger Parachute Payment to the Executive than payment of the unreducedParachute Payments after deduction in each case of tax imposed on and payable by the Executiveunder Section 4999 of the Code (“Excise Tax”). The value of any non-cash benefits or any deferredpayment or benefit for purposes of this paragraph shall be determined by a firm of independentauditors selected by the Company.
 

 
          (f) The parties hereto agree that the payments provided under Section 6(a) above arereasonable compensation in light of Executive’s services rendered to the Company and that subjectto paragraph (e) above neither party shall assert that the payment of such benefits constitutes an“excess parachute payment” within the meaning of Section 280G(b)(1) of the Code.          (g) Unless the Company determines that any Parachute Payments made hereunder must be reportedas “excess parachute payments” in accordance with Section 6(e) above, neither party shall file anyreturn taking the position that the payment of such benefits constitutes an “excess parachutepayment” within the meaning of Section 280G(b)(1) of the Code.     7. Non-Competition. Executive agrees that during the Term and for a period of twelvemonths from the date of the termination of Executive’s employment with the Company pursuant toSections 4(b), 4(c), 4(d), 4(e) or 6 herein or for any other reason that results in the Executivebeing entitled to the benefits described in Section 5 or Section 6, he will not, directly orindirectly, compete with the Company by providing to any company that is in a “Competing Business”services substantially similar to the services provided by Executive at the time of termination.Competing Business shall be defined as any business that engages, in whole or in part, in themanufacturing or marketing of activewear apparel in the United States of America (the “RestrictedTerritory”), and Executive’s employment function or affiliation is directly or indirectly in suchbusiness of activewear apparel manufacturing or marketing.     8. Non-Solicitation. For a period of two years after the later of the expiration ofthe Term or the termination or cessation of his employment with the Company for any reasonwhatsoever, Executive shall not, on his own behalf or on behalf of any other person, partnership,association, corporation, or other entity, (a) solicit or in any manner attempt to influence orinduce any employee of the Company or its subsidiaries or affiliates (known by the Executive to besuch) to leave the employment of the Company or its subsidiaries or affiliates (other than throughgeneral advertisements not directed at any particular employee or group of employees), nor shall heuse or disclose to any person, partnership, association, corporation or other entity anyinformation obtained while an employee of the Company concerning the names and addresses of theCompany’s employees, or (b) solicit, entice or induce any customer or supplier of the Company (orany actively sought customer or supplier of the Company) at the time of such expiration ortermination for or on behalf of any Competing Business in the Restricted Territory.     9. Non-Disclosure of Trade Secrets. During and prior to the Term of this Agreement,Executive has had access to and became familiar with and will have access to and become familiarwith various trade secrets and proprietary and confidential information of the Company and itsaffiliates, including, but not limited to, processes, computer programs, compilations ofinformation, records, sales procedures, customer requirements, pricing techniques, customer lists,methods of doing business and other confidential information (collectively, referred to as “TradeSecrets”) which are owned by the Company and/or its affiliates and regularly used in the operationof its or their business, and as to which the Company and/or its affiliates take precautions toprevent dissemination to persons other than certain directors, officers and employees. Executiveacknowledges and agrees that the Trade Secrets (1) are secret and not known in the industry; (2)give the Company and/or its affiliates an advantage over competitors who do not know or use theTrade Secrets; (3) are of such value and nature as to make it reasonable and necessary to protectand preserve the confidentiality and secrecy of the Trade Secrets; and (4) are valuable, specialand unique assets of the Company and/or its affiliates, the disclosure of which could causesubstantial injury and loss of profits and goodwill to the Company and/or its affiliates.Executive may not use in any way or disclose any of the Trade Secrets, directly or indirectly,either during the Term or at any time after the expiration of the Term or the termination ofExecutive’s employment with the Company for any reason whatsoever, except as required in the courseof his employment under this Agreement, as required in connection with a judicial or administrativeproceeding, or if the information becomes public knowledge other than as a result of anunauthorized disclosure by the Executive. All files, records, documents, information, data andsimilar items relating to the business of the Company and/or its affiliates, whether prepared byExecutive or otherwise coming into his possession, will remain the exclusive property of theCompany and/or its affiliates (as the case may be) and may not be removed from the premises of theCompany under any circumstances without the prior written consent of the Board of Directors of theCompany and/or its affiliates (as the case may be) (except in the ordinary course of businessduring Executive’s period of active employment under this Agreement), and in any event must bepromptly delivered to the Board of Directors of the Company upon termination of Executive’semployment with the Company. Executive agrees that upon his receipt of any subpoena, process orother request to produce or divulge, directly or indirectly, any Trade Secrets to any entity,agency, tribunal or person, Executive shall timely notify and promptly hand deliver a copy of thesubpoena, process or other request to the Board of Directors of the Company. For this purpose,Executive irrevocably nominates and appoints the Company (including any attorney retained by theCompany), as his true and lawful attorney-in-fact, to act in Executive’s name, place and stead toperform any act that Executive might perform to defend and protect against any disclosure of anyTrade Secrets. The rights granted to the Company and/or its affiliates in this Section 9 areintended to be in addition to and not in replacement of any protection of trade secrets provided byequity, any statute, judicially created law or other agreement.     10. Remedies. In the event that Executive violates any of the provisions of Sections7, 8 or 9 hereof (the “Protective Covenants”) or fails to provide the notice required by Section4(d) hereof, in addition to any other remedy that may be available at
 

 
law, in equity or hereunder, the Company shall be entitled to receive from Executive the profits,if any, received by Executive upon exercise of any Company granted stock options or incentive stockawards or upon lapse of the restrictions on any grant of restricted stock to the extent suchoptions or rights were exercised, or such restrictions lapsed, subsequent to the commencement ofthe six-month period prior to the termination of Executive’s employment. In addition, Executiveacknowledges and agrees that any breach of a Protective Covenant by him will cause irreparabledamage to the Company and/or its affiliates, the exact amount of which will be difficult todetermine, and that the remedies at law for any such breach will be inadequate. Accordingly,Executive agrees that, in addition to any other remedy that may be available at law, in equity orhereunder, the Company, and/or its affiliates shall be entitled to specific performance andinjunctive relief, without posting bond or other security, to enforce or prevent any violation ofany of the Protective Covenants by him.     11. Severability. The parties hereto intend all provisions of this Agreement to beenforced to the fullest extent permitted by law. The provisions of this Agreement are severable.The covenants on the part of the Executive contained in the Protective Covenants shall be construedas independent covenants and agreements of the Executive, independently supported by good andadequate consideration, shall be construed independently of the other provisions in this Agreementand shall survive this Agreement. The existence of any claim or cause of action of Executiveagainst the Company or any of its affiliates, whether predicated on this Agreement or otherwise,shall not constitute a defense to the enforcement by the Company or its affiliates of the covenantsof Executive contained in this Agreement. The parties in no way intend to include a provision thatcontravenes public policy. Therefore, if any of the provisions, clauses, sentences, or paragraphs,or portions (“provisions”) of this Agreement is unlawful, against public policy, or otherwisedeclared void or unenforceable, such provision shall be deemed excluded from this Agreement, whichshall in all other respects remain in effect. Furthermore, in lieu of such illegal, invalid orunenforceable provision, there shall be added as part of this Agreement a provision as similar inits terms to such illegal, invalid or unenforceable provision as may be possible and be legal,valid and enforceable. If any Court should construe any portion of this Agreement to be too broadto prevent enforcement to its fullest extent then such portion shall be enforced to the maximumextent that the Court finds reasonable and enforceable.     12. Compliance With Section 409A. Notwithstanding any other provision of thisAgreement, to the extent applicable, this Agreement is intended to comply with Section 409A of theCode and the regulations (or similar guidance) thereunder. To the extent any provision of thisAgreement is contrary to or fails to address the requirements of Section 409A of the Code, thisAgreement shall be construed and administered as necessary to comply with such requirements.     13. Miscellaneous.          a. Notices. Any notices, consents, demands, requests, approvals and othercommunications to be given under this Agreement by either party to the other must be in writing andmust be either (i) personally delivered, (ii) mailed by registered or certified mail, postageprepaid with return receipt requested, (iii) delivered by reputable overnight express deliveryservice or reputable same-day local courier service, or (iv) delivered by telex or facsimiletransmission, with confirmed receipt, to the address set forth below, or to such other address asmay be designated by the parties from time to time in accordance with this Section 13(a):If to the Company:Delta Apparel, Inc.322 South Main Street