Exhibit 10.1
    

    
      EMPLOYMENT AND NON-SOLICITATION AGREEMENT
    

    

    

    

    

    
      THIS EMPLOYMENT AND NON-SOLICITATION AGREEMENT (“Agreement”),
      dated as of June 10, 2009, is by and between DELTA APPAREL, INC., a
      Georgia corporation (“Company”), and Robert W. Humphreys, a South
      Carolina resident (“Executive”).
    

    
      WHEREAS, Executive and the Company want to enter into a written
      agreement providing for the terms of Executive’s employment by the
      Company.  
    

    
      NOW, THEREFORE, in consideration of the mutual covenants set forth
      herein, and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties agree as
      follows:
    

    
      1.        Employment.   Executive
      agrees to continue Executive’s employment with the Company, and the
      Company agrees to employ Executive, on the terms and conditions set
      forth in this Agreement.    Executive agrees during the term of this
      Agreement to devote substantially all of his business time, efforts,
      skills and abilities to the performance of his duties to the Company and
      to the furtherance of the Company’s business.
    

    
      Executive’s  job title will be Chairman of the Board of Directors and
      Chief Executive Officer and his duties will be those as are designated
      by the Board of Directors of the Company.
    

    
      2.        Compensation.
    

    
      (a)       Base Salary.  During
      the term of Executive’s employment with the Company pursuant to this
      Agreement, the Company shall pay to Executive as compensation for his
      services an annual base salary of not less than $690,000 (Base
      Salary).  Executive’s Base Salary will be payable in arrears in
      accordance with the Company’s normal payroll procedures and will be
      reviewed annually and subject to upward adjustment at the discretion of
      the Compensation Committee of the Company’s Board of Directors and
      confirmed by the full Board of Directors.
    

    
      (b)       Incentive Bonus.  During
      the term of Executive’s employment with the Company pursuant to this
      Agreement, Executive shall be entitled to participate in the Company’s
      Short-Term Incentive Compensation Plan as in effect from time to
      time.  The Executive’s Base Short-Term Incentive Compensation Base will
      be $600,000 during fiscal year 2010, $625,000 during fiscal year 2011,
      and $650,000 during fiscal year 2012.  Calculation of the Executive’s
      Short-Term Incentive Compensation will be the same as approved annually
      by the Board of Directors for the Delta Apparel, Inc. Short-Term
      Incentive Compensation Participants.  The maximum payout to the
      Executive from the Short-Term Incentive Compensation Plan is $1,500,000
      for any single fiscal year.  Any cash compensation payable under this
      paragraph shall be referred to as “Incentive Compensation” in this
      Agreement.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      (c)       Incentive Stock.  During
      the term of the Executive’s employment with the Company pursuant to this
      Agreement, Executive will participate in the Delta Apparel, Inc.
      Incentive Stock Award Plan (“Plan”).  Under the service participation of
      the Plan the Executive will receive a grant on June 29, 2009 that
      provides a two year award of 30,000 shares per year of Delta Apparel,
      Inc. Stock upon the filing with the Securities and Exchange Commission
      of the Company’s Form 10K for each of the fiscal years 2010 and
      2011.  Under the service participation of the Plan the Executive will
      receive an annual grant on June 27, 2011 that provides an annual award
      of 30,000 shares of Delta Apparel, Inc. Stock upon the filing with the
      Securities and Exchange Commission of the Company’s Form 10K for fiscal
      year 2012.  If shares are not available on the date of the award, a cash
      award will be made to the Executive in the amount of the value of the
      award as of the close of the market on the date of the award. In
      addition, at or about such time the Company shall pay the Executive in
      cash an amount which will be approximately sufficient, after the payment
      of all applicable federal and state income taxes attributable to such
      payment, to pay the federal and state income taxes which the Participant
      will incur by virtue of the vesting of such Award (or portion thereof)
      whether received in the form of stock or cash.  In the event the
      Executive’s employment is terminated other than for Cause as defined in
      Section 4(b) of the Agreement, the full award will be made for the
      fiscal year in which the Executive’s employment is terminated.
    

    
      (d)       Executive Fringe Benefits.
      During the term of Executive’s employment with the Company pursuant to
      this Agreement, Executive shall be entitled to receive such executive
      fringe benefits as are provided to the executives in comparable
      positions under any of the Company’s plans and/or programs in effect
      from time to time for which Executive is eligible to participate and to
      receive such other benefits as are customarily available to executives
      of the Company, including, without limitation, vacations and life,
      medical and disability insurance.
    

    
      (e)       Tax Withholding.  The
      Company shall have the right to deduct from any compensation payable 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 be enacted or required.
    

    
      (f)       Expense Reimbursements.  The
      Company shall pay or reimburse Executive for all reasonable business
      expenses incurred or paid by Executive in the course of performing his
      duties hereunder, including, but not limited to, reasonable travel
      expenses for Executive.  As a condition to such payment or
      reimbursement, however, Executive shall maintain and provide to the
      Company reasonable documentation and receipts for such expenses.
    

    
      3.        Term.  Unless
      sooner terminated pursuant to Section 4 of this Agreement, and subject
      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 of the filing with the Securities
      and Exchange Commission of the Company’s Form 10K for fiscal year 2012.
    

    
      
        

        

      

      
        
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      4.        Termination.  Notwithstanding
      the provisions of Section 3 hereof, but subject to the provisions of
      Section 5 and Section 6 hereof, Executive’s employment under this
      Agreement shall terminate 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 payroll procedures) the Base Salary to Executive’s estate for a
      period of six (6) months after the date of Executive’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 any time 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 at any 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 by delivering one hundred
      eighty (180) days prior written notice to the Board of Directors of the
      Company; provided, however, that the terms, conditions and benefits
      specified in Section 5 hereof shall apply or be payable to Executive
      only if such termination occurs as a result of a material breach 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 notice detailing such breach.
    

    
      (e)       Termination Following
      Disability.  In the event Executive becomes “disabled” (as defined
      below), the Company may terminate Executive’s employment by delivering a
      written termination notice to Executive.  Notwithstanding the foregoing,
      Executive shall continue to receive his full Base Salary and benefits to
      which he is entitled under this Agreement for a period of six (6) months
      after the effective date of such termination.  For purposes of this
      section, the Executive shall be considered disabled if the Executive (i)
      is unable to engage in any substantial gainful activity by reason of any
      medically determinable physical or mental impairment which can be
      expected to result in death or can be expected to last for a continuous
      period of not less than 12 months, or (ii) is, by reason of any
      medically determinable physical or mental impairment which can be
      expected to result in death or can be expected to last for a continuous
      period of not less than 12 months, receiving income replacement benefits
      for a period of not less than three (3) months under the Company’s
      disability insurance policy and/or salary continuation policy as in
      effect on the date of such disability.
    

    
      (f)       Payments.  Subject
      to any limitations under Section 409A of the Internal Revenue Code of
      1986, as amended (“Code”), and related Treasury Regulations, following
      any expiration or termination of this Agreement or Executive’s
      employment hereunder, and in addition to (but not in duplication of) any
      amounts owed pursuant to Section 5 or Section 6 hereof, the Company
      shall pay to Executive all amounts earned by Executive hereunder prior
      to the date of such expiration or termination.
    

    
      
        

        

      

      
        
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      (g)       Non-Disparagement.  Executive
      agrees that during and following the termination of his employment he
      will not publicly (or in a manner he reasonably should have expected to
      be made public) disparage or otherwise make negative comments regarding
      the Company, its employees or its affiliates, provided, however, that
      the foregoing shall in no way restrict the Executive from in good faith
      reporting any concerns that he may have to (i) any authority within the
      Company designated to receive complaints or concerns from employees,
      including, without limitation, the Company’s Board of Directors or a
      committee thereof, or (ii)  any regulator or other governmental
      authority with supervisory responsibility for the Company (including,
      without limitation, the Securities 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 to Section 4(c) or Executive terminates his
      employment pursuant to Section 4(d) as a result 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 in subsection (a) below and, if and to
      the extent that Executive is eligible to participate in such 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

          
            The Company
          

        	
          Base 

          
            Salary
          

        	
          
            Incentive Compensation
          

        	
          Payout 

          
            Period
          

        
	
          Less than one
        	
          3 months
        	
          25% of the Short Term Incentive Plan award for the most recent full
          fiscal year prior to termination
        	
          3 months
        
	
          One but less than two
        	
          6 months
        	
          50% of the Short Term Incentive Plan award for the most recent full
          fiscal year prior to termination
        	
          6 months
        
	
          Two but less than three
        	
          9 months
        	
          75% of the Short Term Incentive Plan award for the most recent full
          fiscal year prior to termination
        	
          9 months
        
	
          Three or More
        	
          12 months
        	
          100% of the Short Term Incentive Plan base award for the full fiscal
          year in which the termination occurs
        	
          12 months
        


    

    
      To the extent permitted under Code Section 409A, the sum of applicable
      Base Salary and Incentive Compensation shall be divided into equal
      monthly payments and paid to the Executive over the applicable Payout
      Period shown in the table above, depending on the Executive’s years of
      service at the time of termination.
    

    
      
        

        

      

      
        
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      (b)       Life and Group
      Disability Insurance.  If and to the extent that the Company’s plans
      in effect from time to time permit such coverage and to the extent
      permitted under Code Section 409A, the Company shall continue to provide
      Executive with group life and disability insurance coverage for the
      applicable Payout Period described above in (a) following termination at
      coverage levels and rates equal to those applicable to Executive
      immediately prior to such termination or, if different, as provided to
      other executive level employees during such applicable period.
    

    
      (c)       Medical Insurance.  Upon
      termination of employment, the Executive shall be entitled to all COBRA
      continuation benefits available under the Company’s group health plans
      to similarly situated employees.  To the extent permitted under Code
      Section 409A, during the applicable Payout Period, the Company shall
      provide such COBRA continuation benefits to the Executive 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 full COBRA premiums for the remaining
      COBRA continuation period.
    

    
      (d)       Offset.  To the
      extent permitted by COBRA and the Health Insurance Portability and
      Accountability Act of 1996, as amended (“HIPAA”), any fringe benefits
      received by Executive in connection with any other employment accepted
      by Executive that are reasonably comparable, even if not necessarily as
      beneficial to Executive, to the fringe benefits then being provided by
      the Company pursuant to paragraphs (b) and (c) of this Section 5, shall
      be deemed to be the equivalent of such benefits, and shall terminate the
      Company’s responsibility to continue providing the fringe benefits
      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 is terminated, Executive shall
      have no duty to mitigate damages.
    

    
      (e)        General Release.  Acceptance
      by Executive of any amounts pursuant to this Section 5 shall constitute
      a full and complete release by Executive of any and all claims Executive
      may have 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 the following:
    

    
      (i)       claims that Executive may have against the Company for
      reimbursement of ordinary and necessary business expenses incurred by
      him during the course of his employment;
    

    
      (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 upon exercise of stock options properly due to him, or
      other amounts or benefits due to him under this Agreement;
    

    
      
        

        

      

      
        
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      (iii)     claims respecting any matters for which the Executive is
      entitled to be indemnified under the Company’s Articles of Incorporation
      or By-laws or applicable law, respecting third party claims asserted or
      third party litigation pending or threatened 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’s execution and delivery of a general
      release as described above.  In exchange for such release, the Company
      shall, if Executive’s employment is terminated without Cause, provide a
      release to Executive, but only with respect to claims against Executive
      that Executive identifies in writing to 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), Executive terminates his employment with the
      Company for “Good Reason” (as hereinafter defined) or the Company
      terminates Executive’s employment for any reason other than Cause, death
      or disability (as defined in Section 4(e)), the Company shall pay to
      Executive in a lump sum within thirty (30) days following Executive’s
      termination of employment: (i) an amount equal to one times the
      Executive’s Base Salary as of the date of termination; and (ii) an
      amount equal to the full amount of the cash Short-Term Incentive
      Compensation base during the fiscal year in which the termination
      occurs.  In addition, the Company shall provide the Executive with
      out-placement assistance.  In addition, to the extent permitted under
      the terms of the various plans, the Company shall continue to provide
      the Executive with coverage under the Company’s various welfare
      and benefit plans, including retirement and group healthcare, dental and
      life in which Executive participates at the time of termination, for the
      period equal to twelve (12) months from the date of termination at
      coverage levels and rates substantially equal to those applicable to
      Executive immediately prior to such termination.  
    

    
      (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 a corporation as described in
      Treasury Regulations Section 1.409A-3(g)(5) (which events are
      collectively 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 must relate to a change in
      control of Delta Apparel, Inc.
    

    
      (i)       A “change in ownership” of a corporation occurs on the date
      that any one person, or more than one person acting as a group, acquires
      ownership of stock of the corporation that, together with stock held by
      such person or group, constitutes more than 50 percent of the total fair
      market value or total voting power of the stock of such
      corporation.  However, if any one person, or more than one person acting
      as a group, is considered to own more than 50 percent of the total fair
      market value or total voting power of the stock of a corporation, the
      acquisition of additional stock by the same person or persons is not
      considered to cause a change in ownership of the corporation (or to
      cause a change in the effective control of the corporation (within the
      meaning of paragraph (ii) below)).
    

    
      
        

        

      

      
        
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      (ii)      Notwithstanding that a corporation has not undergone a change
      in ownership under paragraph (i) above, a “change in effective control”
      of a corporation occurs on the date that either:
    

    
      (A)       Any one person, or more than one person acting as a group,
      acquires (or has acquired during the 12-month period ending on the date
      of the most recent acquisition by such person or persons) ownership of
      stock of the corporation possessing 35 percent or 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 replaced during any 12-month period by directors whose appointment or
      election is not endorsed by a majority of the members of the
      corporation’s board of directors prior to the date of the appointment or
      election.
    

    
      For purposes of this paragraph (ii), the term corporation refers solely
      to the relevant corporation identified in the opening paragraph of this
      Section 6(b) for which no other corporation is a majority shareholder.
    

    
      (c)       “Good Reason” shall mean any of the following actions taken by
      the Company without the Executive’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’s position, duties, responsibilities and
      status with the Company immediately prior to a Change of Control or
      Potential Change of Control (as defined below), or an adverse change in
      Executive’s titles or offices as in effect immediately prior to a Change
      of Control or Potential Change of Control, or any removal of the
      Executive from or any failure to re-elect Executive to any of such
      positions, except in connection with the termination of his employment
      for disability (as provided in Section 4(e)) or Cause or as a result of
      Executive’s death, except to the extent that a change in duties relates
      to the elimination of responsibilities attendant to the Company’s no
      longer being a publicly traded company;
    

    
      (ii)      a reduction by the Company in the Executive’s Base Salary as
      in effect on the date of a Change of Control or Potential Change of
      Control, or as the same may be increased from time to time during the
      term of this Agreement;
    

    
      (iii)     the Company shall require the Executive to be based anywhere
      other than at or within a 25-mile radius of the Company’s principal
      executive offices or the location where the Executive is based on the
      date of a Change of Control or Potential Change of Control, or if
      Executive agrees to such relocation, the Company fails to reimburse the
      Executive for moving and all other expenses reasonably incurred in
      connection with such move;
    

    
      
        

        

      

      
        
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      (iv)      a significant increase in Executive’s required travel on
      behalf of the Company;
    

    
      (v)       the Company shall fail to continue in effect any
      Company-sponsored plan or benefit that is in effect on the date of a
      Change of Control or Potential Change of Control  (other than the
      Incentive Stock Award Plan or the Company’s stock option plan) and
      pursuant to which Executive has received awards or benefits and that
      provides (A) incentive or bonus compensation, (B) fringe benefits such
      as vacation, medical benefits, life insurance and accident insurance,
      (C) reimbursement for reasonable expenses incurred by the Executive in
      connection with the performance of duties with the Company, or (D)
      retirement benefits such as a Internal Revenue Code Section 401(k) plan, except
      to the extent that such plans taken as a whole are replaced with
      substantially comparable plans;
    

    
      (vi)      any material breach by the Company of any provision of this
      Agreement which is not cured within ten (10) days of the Company’s
      receipt from Executive of notice thereof; and
    

    
      (vii)     any failure by the Company to obtain the assumption of this
      Agreement by any successor or assign of the Company effected in
      accordance with the provisions of Section 13.
    

    
      (d)       “Potential Change of Control” shall mean the date as of which
      (i) the Company enters into an agreement the consummation of which, or
      the approval by shareholders of which, would constitute a Change of
      Control; (ii) proxies for the election of directors of the Board of
      Directors of the Company are solicited by anyone other than the Company
      which solicitation, if successful, would result 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 to take 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 of Directors of the Company and the Board adopts a resolution to
      the effect that a Potential Change of Control has occurred.
    

    
      (e)       In the event that (i) Executive would otherwise be entitled to
      the compensation and benefits described in Section 5 or 6(a) hereof
      (“Compensation Payments”), and (ii) the Company determines, based upon
      the advice of tax counsel, that, as a result of such Compensation
      Payments and any other benefits or payments required to be taken into
      account under the Internal Revenue Code of 1986, as amended (the
      “Code”), Section 280G(b)(2) (collectively,“Parachute Payments”), any of
      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 to cause the aggregate present
      value (determined in accordance with Code Section 280G and applicable
      regulations 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, such
      reduction 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 unreduced Parachute
      Payments after deduction in each case of tax imposed on and payable by
      the Executive under Section 4999 of the Code (“Excise Tax”).  The value
      of any non-cash benefits or any deferred payment or benefit for purposes
      of this paragraph shall be determined by a firm of independent auditors
      selected by the Company.
    

    
      
        

        

      

      
        
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      (f)       The parties hereto agree that the payments provided under
      Section 6(a) above are reasonable compensation in light of Executive’s
      services rendered to the Company and that subject to 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 reported as “excess parachute payments” in accordance
      with Section 6(e) above, neither party shall file any return taking the
      position that the payment of such benefits constitutes an “excess
      parachute payment” 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 twelve months from the
      date of the termination of Executive’s employment with the Company
      pursuant to Sections 4(b), 4(c), 4(d), 4(e) or 6 herein or for any other
      reason that results in the Executive being entitled to the benefits
      described in Section 5 or Section 6, he will not, directly or
      indirectly, 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
      the manufacturing or marketing of activewear apparel in the United
      States of America (the “Restricted Territory”), and Executive’s
      employment function or affiliation is directly or indirectly in such
      business of activewear apparel manufacturing or marketing.
    

    
      8.        Non-Solicitation.  For
      a period of two years after the later of the expiration of the Term or
      the termination or cessation of his employment with the Company for any
      reason whatsoever, 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 or induce any
      employee of the Company or its subsidiaries or affiliates (known by the
      Executive to be such) to leave the employment of the Company or its
      subsidiaries or affiliates (other than through general advertisements
      not directed at any particular employee or group of employees), nor
      shall he use or disclose to any person, partnership, association,
      corporation or other entity any information obtained while an employee
      of the Company concerning the names and addresses of the Company’s
      employees, or (b) solicit, entice or induce any customer or supplier of
      the Company (or any actively sought customer or supplier of the Company)
      at the time of such expiration or termination for or on behalf of any
      Competing Business in the Restricted Territory.
    

    
      
        

        

      

      
        
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      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 familiar with various trade secrets and proprietary
      and confidential information of the Company and its affiliates,
      including, but not limited to, processes, computer programs,
      compilations of information, records, sales procedures, customer
      requirements, pricing techniques, customer lists, methods of doing
      business and other confidential information (collectively, referred to
      as “Trade Secrets”) which are owned by the Company and/or its affiliates
      and regularly used in the operation of its or their business, and as to
      which the Company and/or its affiliates take precautions to prevent
      dissemination to persons other than certain directors, officers and
      employees.  Executive acknowledges 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 the
      Trade Secrets; (3) are of such value and nature as to make it reasonable
      and necessary to protect and preserve the confidentiality and secrecy of
      the Trade Secrets; and (4) are valuable, special and unique assets of
      the Company and/or its affiliates, the disclosure of which could cause
      substantial 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 of
      Executive’s employment with the Company for any reason whatsoever,
      except as required in the course of his employment under this Agreement,
      as required in connection with a judicial or administrative proceeding,
      or if the information becomes public knowledge other than as a result of
      an unauthorized disclosure by the Executive.  All files, records,
      documents, information, data and similar items relating to the business
      of the Company and/or its affiliates, whether prepared by Executive or
      otherwise coming into his possession, will remain the exclusive property
      of the Company and/or its affiliates (as the case may be) and may not be
      removed from the premises of the Company under any circumstances without
      the prior written consent of the Board of Directors of the Company
      and/or its affiliates (as the case may be) (except in the ordinary
      course of business during Executive’s period of active employment under
      this Agreement), and in any event must be promptly delivered to the
      Board of Directors of the Company upon termination of Executive’s
      employment with the Company.  Executive agrees that upon his receipt of
      any subpoena, process or other 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 the subpoena, 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 the Company),
      as his true and lawful attorney-in-fact, to act in Executive’s name,
      place and stead to perform any act that Executive might perform to
      defend and protect against any disclosure of any Trade Secrets. The
      rights granted to the Company and/or its affiliates in this Section 9
      are intended to be in addition to and not in replacement of any
      protection of trade secrets provided by equity, any statute, judicially
      created law or other agreement.
    

    
      10.       Remedies.  In the
      event that Executive violates any of the provisions of Sections 7, 8 or
      9 hereof (the “Protective Covenants”) or fails to provide the notice
      required by Section 4(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 stock awards or upon lapse of the restrictions on any grant of
      restricted stock to the extent such options or rights were exercised, or
      such restrictions lapsed, subsequent to the commencement of the
      six-month period prior to the termination of Executive’s employment.  In
      addition, Executive acknowledges and agrees that any breach of a
      Protective Covenant by him will cause irreparable damage to the Company
      and/or its affiliates, the exact amount of which will be difficult to
      determine, 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 or hereunder, the
      Company, and/or its affiliates shall be entitled to specific performance
      and injunctive relief, without posting bond or other security, to
      enforce or prevent any violation of any of the Protective Covenants by
      him.
    

    
      
        

        

      

      
        
          10
        

        
          


        

      

      
        

        

      

    

    
      11.       Severability. The
      parties hereto intend all provisions of this Agreement to be enforced 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 construed as independent covenants and
      agreements of the Executive, independently supported by good and
      adequate consideration, shall be construed independently of the other
      provisions in this Agreement and shall survive this Agreement. The
      existence of any claim or cause of action of Executive against 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 covenants of Executive contained in
      this Agreement.  The parties in no way intend to include a provision
      that contravenes public policy.  Therefore, if any of the provisions,
      clauses, sentences, or paragraphs, or portions (“provisions”) of this
      Agreement is unlawful, against public policy, or otherwise declared void
      or unenforceable, such provision shall be deemed excluded from this
      Agreement, which shall in all other respects remain in
      effect.  Furthermore, in lieu of such illegal, invalid or unenforceable
      provision, there shall be added as part of this Agreement a provision as
      similar in its 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 broad to prevent
      enforcement to its fullest extent then such portion shall be enforced to
      the maximum extent that the Court finds reasonable and enforceable.
    

    
      12.       Compliance With Section
      409A.  Notwithstanding any other provision of this Agreement, to the
      extent applicable, this Agreement is intended to comply with Section
      409A of the Code and the regulations (or similar guidance)
      thereunder.  To the extent any provision of this Agreement is contrary
      to or fails to address the requirements of Section 409A of the Code,
      this Agreement shall be construed and administered as necessary to
      comply with such requirements.
    

    
      13.       Miscellaneous.
    

    
      a.        Notices.  Any
      notices, consents, demands, requests, approvals and other communications
      to be given under this Agreement by either party to the other must be in
      writing and must be either (i) personally delivered, (ii) mailed by
      registered or certified mail, postage prepaid with return receipt
      requested, (iii) delivered by reputable overnight express delivery
      service or reputable same-day local courier service, or (iv) delivered
      by telex or facsimile transmission, with confirmed receipt, to the
      address set forth below, or to such other address as may be designated
      by the parties from time to time in accordance with this Section 13(a):
    

    
      
        

        

      

      
        
          11
        

        
          


        

      

      
        

        

      

    

    
    	
           
        	
          If to the Company:
        
	

        	
           
        
	

        	
          Delta Apparel, Inc.
        
	

        	
           
        
	

        	
          322 South Main Street
        
	

        	
          Greenville, South Carolina 29601
        
	

        	
          Attn: Vice President of Human Resources
        
	

        	
          Fax No.: (864) 232 5199
        
	

        	
           
        
	

        	
           
        
	

        	
          If to Executive:
        
	

        	
          Mr. Robert W. Humphreys
        
	

        	
          203 Rockingham Road
        
	

        	
          Greenville, SC 29607
        


    

    
      Notices delivered personally or by overnight express delivery service or
      by local courier service are deemed given as of actual receipt.  Mailed
      notices are deemed given three (3) business days after mailing.  Notices
      delivered by telex or facsimile transmission are deemed given upon
      receipt by the sender of the answer back (in the case of a telex) or
      transmission confirmation (in the case of a facsimile transmission).
    

    
      b.        Entire Agreement.  This
      Agreement supersedes any and all other agreements, either oral or
      written, between the parties with respect to the subject matter of this
      Agreement and contains all of the covenants and agreements between the
      parties with respect to the subject matter of this Agreement.
    

    
      c.        Modification.
      No change or modification of this Agreement is valid or binding upon the
      parties, nor will any waiver, termination or discharge of any term or
      condition of this Agreement be so binding, unless confirmed in writing
      and signed by the parties to this Agreement.
    

    
      d.        Governing Law and
      Venue.  The parties acknowledge and agree that this Agreement and
      the obligations and undertakings of the parties under this Agreement
      will be performable in Georgia.  This Agreement is governed by, and
      construed in accordance with, the laws of the State of Georgia without
      giving consideration to the conflict of laws provisions thereof.  If any
      action is brought to enforce or interpret this Agreement, the parties
      consent to the jurisdiction and venue of the Federal District Court for
      the Northern District of Georgia and any state or superior court located
      in Fulton or Gwinett Counties, Georgia.
    

    
      e.        Enforcement.  Executive
      agrees that upon Executive's violation or threatened violation of any of
      the provisions of this Agreement, the Company shall, in addition to any
      other rights and remedies available to it, at law, in equity, or
      otherwise, be entitled to specific performance and injunctive relief
      including, without limitation, an injunction to be issued by any court
      of competent jurisdiction enjoining and restraining Executive from
      committing any violation or threatened violation of the provisions of
      this Agreement and Executive consents to the issuance of such injunction
      without the necessity of bond or other security in the event of a breach
      or threatened breach by him of this Agreement.  Furthermore and
      notwithstanding anything to the contrary in this Agreement, the Company
      shall, in addition to any other rights or remedies available to it, at
      law, in equity, or otherwise, be entitled to reimbursement of court
      costs, reasonable attorneys' fees, and any other expenses reasonably
      incurred by it or its affiliates as a result of a breach or threatened
      breach of this agreement by Executive.
    

    
      
        

        

      

      
        
          12
        

        
          


        

      

      
        

        

      

    

    
      f.        Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which
      will be deemed to be an original copy of this Agreement, and all of
      which, when taken together, shall be deemed to constitute one and the
      same agreement.  The exchange of copies of this Agreement and of
      signature pages by facsimile transmission shall constitute effective
      execution and delivery of this Agreement as to the parties and may be
      used in lieu of the original agreement for all purposes.  Signatures of
      the parties transmitted by facsimile shall be deemed to be their
      original signatures for any purpose whatsoever.
    

    
      g.        Costs.  Except
      as provided in Section 13(e) above or except as provided below, if any
      action at law or in equity is necessary to enforce or interpret the
      terms of this Agreement, each party shall bear its own costs and
      expenses (including, without limitation, attorneys’ fees); provided,
      however, that in the event Executive incurs costs or expenses in
      connection with successfully enforcing this Agreement following a Change
      of Control, the Company shall reimburse the Executive for all such
      reasonable costs and expenses (including, without limitation, attorneys’
      fees).
    

    
      h.        Estate.  If
      Executive dies prior to the expiration of the term of employment or
      during a period when monies are owing to him, any monies that may be due
      him from the Company under this Agreement as of the date of his death
      shall be paid to his estate as and when otherwise payable.
    

    
      i.        Assignment.  The
      rights, duties and benefits to Executive hereunder are personal to him,
      and no such right, duty or benefit may be assigned by him without the
      prior written consent of the Company.  The rights and obligations of the
      Company shall inure to the benefit and be binding upon it and its
      successors and assigns, which assignment shall not require the consent
      of Executive.
    

    
      j.        Binding Effect.  This
      Agreement is binding upon and shall inure to the benefit of the parties
      hereto, their respective executors, administrators, successors, personal
      representatives, heirs and assigns permitted under subsection 13(i)
      above.
    

    
      k.        Third-Party
      Beneficiaries.  Nothing in this Agreement, express or implied, is
      intended to or shall confer upon any other person or entity  (other than
      affiliates of the Company as provided herein) any rights, benefits or
      remedies of any nature whatsoever under or by reason of this Agreement.
    

    
      l.        Waiver of Breach.  The
      waiver by the Company or Executive of a breach of any provision of this
      Agreement by Executive or the Company may not operate or be construed as
      a waiver of any subsequent breach.
    

    
      
        

        

      

      
        
          13
        

        
          


        

      

      
        

        

      

    

    
      m.        Construction.
      The parties agree that this Agreement was freely negotiated among the
      parties and that Executive has had the opportunity to consult with an
      attorney in negotiating its terms.  Accordingly, the parties agree that
      this Agreement shall not be construed in favor of any party or against
      any party.  The parties further agree that the headings and subheadings
      are for convenience of the parties only and shall not be given effect in
      the construction of this Agreement.
    

    
      
        

        

      

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

    

    

    
    	
           
        	
          DELTA APPAREL, INC.
        
	

        	
           
        
	

        	
          
            ___________________________
          

        
	

        	
           
        
	

        	
          
            By: ___________________________
          

        
	

        	
           
        
	

        	
          Name: Martha M. Watson
        
	

        	
           
        
	

        	
          Title: Vice President and Corporate Secretary
        
	

        	
           
        
	

        	
           
        
	

        	
          “Executive”
        
	

        	
           
        
	

        	
          ___________________________
        
	

        	
           
        
	

        	
          Name: Robert W. Humphreys
        
	

        	
           
        
	

        	
          Title: Chairman of the Board of Directors and
        
	

        	
          
            Chief Executive Officer.
          

        


    

    
      15