exhibit1027






                                                                                                               Exhibit 10.27                                                                                                                Australia     1096 Toorak Road   Hartwell, Victoria 3124    Dear David:    We have the pleasure to confirm with you the terms and the conditions of your employment with the Company:                                                             EMPLOYEE DATA SHEET      Employer:  Pacific Brands Ltd or its successor (the “Company”)    Employee: David Bortolussi of 24 Kent Road, Surrey Hills, Victoria 3127 (the "Employee")    Employment Commencement Date:  9 June 2009    Probation Period:      Not Applicable                                                                                                        If temporary, expiration date:    Position:  President and Managing Director, Hanes Australasia (the               Temporary                                                                    Permanent         ☒    "Position")                                                                      ☐                                                                                                                  [Insert date]     Normal Place of Work (for information purposes):   1096 Toorak Road, Hartwell, Victoria 3124 (see also Special Terms, Clause 8 - Mobility)     Notice period:  Six months’ prior written notice of termination to be given by either party (see also Special Terms, Clause 14 – Termination with Notice).  In    2017 and 2018 only, pay during any notice period associated with voluntary or involuntary termination, or any pay in lieu of such notice, will include the    monthly Cash Transition Payment.    Holidays/Leave Entitlement: You are entitled to all public holidays that are proclaimed in the location of your employment and all other leave (paid and    unpaid) in accordance with applicable minimum legislative standards, including at least 4 weeks’ paid vacation.       Base Gross Annual Salary:    Effective 1 January 2017, your base gross annual salary is AUD $800,000.      Variable and Discretionary Remuneration:         •    Annual Incentive Plan: effective 1 January 2017, any annual incentive will be paid at the discretion of the Company and will be governed by the terms             of the Hanesbrands Inc. Annual Incentive Plan (as amended at Hanesbrands Inc.'s discretion and restated by it from time-to-time).  Your Target Award             Opportunity (as defined by the Plan) and maximum award opportunity are currently 65% and 130% respectively of Base Gross Annual Salary.       •    Omnibus Incentive Plan: any equity grants will be awarded at the discretion of the Company and will be governed by the terms of the Hanesbrands            Inc. Omnibus Incentive Plan (as amended at Hanesbrands Inc.'s discretion and restated by it from time-to-time) and related equity grant notices.  In             December 2016, you will be granted a one-time Transition Equity Award in the form of Restricted Stock Units (RSUs) in the amount of AUD$1,000,000             to vest 33%, 33% and 34% on the first, second and third anniversaries of the grant date.   Special Conditions:         •    Cash Transition Payment - Upon execution of this Agreement, and in consideration of entry into this Agreement, you will receive a cash transition            payment of AUD $330,000 in each of 2017 and 2018, provided you remain actively employed by the Company and have not given notice of voluntary            termination at the time payment is due to you.   Payment for each year will be distributed in equal installments on a monthly basis.  In the event of            voluntary termination, the monthly instalment of the Cash Transition Payment will only be paid during the notice period.       •    Superannuation Contribution – AUD $25,000 annually  (see also Special Terms, Clause 6)        •    Total Direct Compensation (TDC) at Target – provided you remain actively employed by the Company and are not under voluntary or involuntary            notice of termination of employment, the value of your TDC at Target in 2017, 2018 and 2019 shall be no less than AUD $2,070,000.        •    Severance Payment – In the event of involuntary termination with notice for reasons other than specified in Special Terms, Clause 15 - Summary             Termination, and subject to Clause 14 - Termination of Notice, the Company will pay you AUD $600,000 (AUD$765,000 if the termination occurs in            2017 or 2018) (payable in equal instalments over a six-month period in the same manner and at the same time as your base salary payments would             have been paid had your employment not been terminated), provided you (a) execute a deed containing full releases of all claims against the Company             and its related  bodies corporate (the terms of which will be determined by the Company at its discretion, but acting reasonably) and (b) abide by any             post-termination conditions or restrictions set forth in this Agreement.  This severance payment will be paid in addition to any accrued and untaken            annual and long service leave entitlements and any amount of pay in lieu of notice.  If the Company terminates your employment by reason of             redundancy, this severance payment will be paid in satisfaction of any entitlement to severance/redundancy pay under applicable legislation and/or            any Company or Hanesbrands Group policy, arrangement, or practice.    Non-Competition/Non-Solicitation:     See Special Terms, Clause 11     Normal Working Hours:   38 hours per week, on a full-time basis.        Company Car or Car Allowance:    Annual car allowance = AUD $45,000  (to be included in income amounts for    purposes of calculating the Company’s superannuation contribution to Employee)                ☒     N/A             ☐  .14   1 of 10 pages 





 






                                                                                                                                                                                                           Australia                                               GENERAL TERMS AND CONDITIONS OF EMPLOYMENT      Clause 1.    Recitals      In this Contract, words in the masculine gender shall include the feminine gender.      Clause 2.    Employment Relationship      The relationship between the Company and the Employee is governed by this Contract (including the Employee Data Sheet, the     General Terms and Conditions of Employment and the Special Terms and Conditions of Employment).      Copies of the Company's and the Hanesbrands Group's policies (together "the Hanesbrands Group Policies) applicable to the     Employee are, or will be made, available to the Employee on the Company's intranet site. The terms of the Hanesbrands Group     Policies to the extent they require the Employee to do anything constitute lawful and reasonable directions from the Company, with     which the Employee is required to comply.  The terms of the Hanesbrands Group Policies will not form part of this Contract and the     Company and/or Hanesbrands Inc. may vary the terms of any of these policies at their discretion from time to time.       There are no collective agreements or awards in force in respect of this employment.      Clause 3.    Duties      The Company may require the Employee to perform any duties and work commensurate with his role, education, professional     expertise and skills and such other duties as may be reasonably assigned to him from time to time.       Unless otherwise replaced or varied by written agreement between the Company and the Employee, the terms of this Contract     will apply to the Employee's employment with respect to all future positions and duties performed by the Employee.      The Employee commits to use all necessary care and diligence to accomplish his duties and shall obey the reasonable directions     of the Company.      Clause 4.    Professional Expenses      The Company shall reimburse the Employee, against documented proof/receipts, for reasonable professional expenses that he     incurs in connection with his work in accordance with the applicable expense policies.       Clause 5.    Confidentiality Obligations      The Employee agrees that he is prohibited from disclosing to third parties and, except as is necessary to carry out his duties,     other employees of the Hanesbrands Group (regardless of whether they have individual access to the same information in their     own positions) all non-publicly available information, knowledge and techniques relating to the activities of the Company (and     the Hanesbrands Group and/or its customers) that he may have access to as a result of exercising his duties.       Under this clause, information considered to be confidential includes (but is not limited to) non-publicly available information     about the Company’s inventions, products, processes, methods, techniques, formulae, compositions, projects, developments,     plans, research data, financial data, personal data, computer programs, customer and supplier lists and contracts, including non-    publicly  available information  relating  to customers  or potential  customers  of  the  Company  and information  related  to the     Hanesbrands Group. The same provisions also apply to computers and information that may be stored or processed by them.      The Employee also agrees not to disclose the terms of this Contract and, in particular, its remuneration terms other than to his     spouse, domestic partner, legal counsel, or tax or financial advisor, or if legally required.      The Employee acknowledges that any breach of the confidentiality obligation referred to herein constitutes gross misconduct.     In addition, any breach of this confidentiality clause may result in the Company bringing proceedings against the Employee to     obtain compensation for any loss suffered and to obtain an order that disclosure of the confidential information must cease.      These provisions shall remain in effect after termination of this Contract.        .14                                                                                                         2 of 10 pages 





 






                                                                                                                                                                                                           Australia                 Clause 6.    Obligation of Restitution      The  Employee  agrees to preserve,  in accordance with  the Hanesbrands Group’s document retention  policy, any  technical,     commercial, or financial document, note, file, study, software and, more generally, any file the Employee may hold that belongs     to the Hanesbrands Group companies.     On termination of employment, or at any time upon the Company’s specific request, the Employee must immediately return all     Company documents and equipment in his possession. The Company may, as required, demand a written confirmation that the     Employee has met this obligation.      Clause 7.    Personal Situation      The  Employee  agrees  to  inform  the  Company  of  any  change  in  his  personal  information  to  the  extent  relevant  for  the     employment relationship, as reported at the time of his employment, including but not limited to any change of address or any     other matter relevant to the Employee's ability to lawfully perform the duties of the Position.      If the Employee requires immigration permission to work in the assigned country, he warrants and undertakes that he is entitled     to work in the assigned country and that he will:          (a)     On request, provide the Company with such documentary evidence on or around 1 January of each year and as it                  requires from time to time, to prove that the Employee has immigration permission to work for the Company in                  the role set out in this Agreement and in order for it to check his immigration status.             (b)     Notify the Company immediately of any change to his immigration status.             (c)     Keep  the  Company  notified  of  any  changes  to  his  home  address  and  phone  number  (including  mobile  phone                  number, if you have one). For these purposes, the Employee should be aware that the Company needs to maintain                  a history of his contact details, not just his current details.                (d)     Notify the Company of any change in circumstances which may affect his right to work for the Company or to live                  in the assigned country.      Clause 8.    Effective Date & Entire Agreement      This  Contract is  effective  as  of  the  date  of the  parties’ signatures and  supersedes  and  replaces  any  previous  letters  of     appointment, agreements, or arrangements, whether written, oral, or implied, relating to the Employee’s employment with the     Company or any related entity or any predecessor employer.                                                   .14                                                                                                         3 of 10 pages 





 






                                                                                                                                                                                                           Australia                                               SPECIAL TERMS & CONDITIONS OF EMPLOYMENT – AUSTRALIA      Clause 1.    Commencement & Probation Period     The Company will recognise the Employee's past service with the Company from the date stated in the Employee Data Sheet for     the purposes of calculating any service related entitlements.         Where  applicable,  during  the probation period identified  in  the  Summary  Terms  and  Conditions (if  any), either  Party  may     terminate this Contract at any time by giving one week's prior written notice.      Clause 2.    Working Time                       The Employee will devote his full time and attention to his duties.  The Employee’s normal working hours are as stated in the     Employee Data Sheet. The requirements of the Position call for some flexibility and the Employee may therefore be required to     work reasonable additional hours from time to time, without additional pay or time off in lieu.     The Employee acknowledges that his base salary and remuneration have been calculated to compensate him for any reasonable     additional hours that he is required to work to fulfil the duties of the Position.      Clause 3.     Salary     The Employee's salary, as stated in the Employee Data Sheet, shall accrue daily and be payable monthly in arrears by direct credit     to his bank account on or before the 24th of each calendar month.      If at any time the Company makes overpayments to the Employee or if there are any amounts outstanding from him to the     Company, the Employee will enter into any agreement or provide any necessary consent to repay any amounts owing to the     Company.       Clause 4.    Annual Leave      The Employee is entitled to the annual leave stated in the Employee Data Sheet. All leave taken must be approved in advance by     the relevant manager via a completed leave application form with copy to the Human Resources representative.     The Employee's annual leave entitlement will be deemed to accrue from day to day.       In the event that the Employee is sick, injured or caring for a member of their immediate family or household during a period of     annual leave, the Employee will only be entitled to treat that day as personal/carer's leave if the Employee provides a certificate     from a medical practitioner for each such day of personal/carer's leave, if required by the Company's policies and practices, as     amended from time to time.            Clause 5.    Personal/Carer's Leave     If the Employee cannot attend work due to his own injury or illness or if he is required to care for a member of his immediate     family or household with an injury or illness, he should telephone the Company or arrange for someone to telephone or otherwise     deliver a message on his behalf on the first day of absence and indicate when he expects to return to work. If his return to work     is delayed, the Employee should contact the Company again.     The Employee’s entitlement to personal/carer's leave is provided in the Employee Data Sheet. Personal/Carer's leave accrues     progressively throughout the year, in accordance with the Fair Work Act 2009 (Cth).          Clause 6.    Superannuation     The Company will make superannuation contributions into the Employee's nominated complying superannuation fund of the     amount stated in the Employee Data Sheet or as otherwise to the extent required by the superannuation guarantee legislation to     avoid imposition of a superannuation guarantee charge.       The  Employee  reserves  the  right  to  increase  his  superannuation  contribution  to  the  maximum  level  allowed  by  the     superannuation guarantee legislation with a commensurate offset to base salary.        .14                                                                                                         4 of 10 pages 





 






                                                                                                                                                                                                           Australia                      Clause 7.    Company Car or Car Allowance          The Company will pay the Employee the car allowance set out in the Employee Data Sheet in the same manner and at the same     time as his Base Salary payments.           Clause 8.    Mobility     The Employee will normally be based at the Company’s principal office as stated in the Employee Data Sheet, but he may be     required to work on a temporary or permanent basis at another location specified by the Company if required for operational     reasons.      The Employee also will be required to travel on the Company’s and/or Group’s client business in Australia and abroad and the     Employee agrees that this travel will form part of his normal duties.     If by mutual agreement the Employee is assigned to work abroad for a continuous period of more than 1 month, the Company     will provide him with details of any changes to his terms and conditions of employment that will apply during such period.          Clause 9.    Exclusivity      Throughout the duration of the Contract, the Employee shall be bound to an obligation of loyalty and good faith with regard to     the Company.     The Employee undertakes to devote all of his working time and efforts exclusively to the Company and cannot, therefore, exercise     any other professional activity throughout the duration of this Contract, unless specific and prior written consent is given by a     lawfully appointed representative of the Company.             Clause 10.   Intellectual Property and Inventions     "Intellectual  Property Rights"  means  copyrights,  patents,  utility  models,  trademarks,  service  marks,  design  rights  (whether     registered or unregistered), database rights, semiconductor topography rights, proprietary information rights and all other similar     proprietary  rights  and applications  for  such  rights  as  may  exist  anywhere  in  the  world  and  any  applications,  extensions  and     renewals in relation to any of these rights; and     "Inventions"  means  all  inventions,  improvements,  modifications,  processes,  formulae,  models,  prototypes  and  sketches,     drawings, plans or specifications for them or other matters which the Employee alone or with one or more others may make,     devise or discover during the employment and which pertain or are actually or potentially useful to the commercial or industrial     activities from time to time of the Company or any Group Company or the processes or machinery of the Company or any Group     Company for providing the services or making the products of the Company or Group Company or which pertain to, result from     or are suggested by any work which the Employee or any employee has done or may do during the employment.     The Employee will promptly disclose and deliver to the Company for the exclusive use and benefit of the Company or any other     Group Company full details of any Inventions upon the making, devising or discovering of the same during the employment,     irrespective of whether they were so made, devised or discovered during normal working hours or using the facilities of the     Company or other Group Company.  The Employee will, irrespective of the termination of the employment, give all information     and data in his possession as to the exact mode of working, producing and using the same and will also at the expense of the     Company give all such explanations, demonstrations and instructions to the Company as it may deem appropriate to enable the     full and effectual working, production or use of the same.       The Employee will, without additional payment to him, whether or not during the continuance of the employment, at the expense     of the Company, promptly execute and do all acts, matters, documents and things necessary to enable the Company, any other     Group Company or any nominee to apply for and obtain any or all applicable Intellectual Property Rights in any or all countries     relating to any Inventions or other materials produced by the Employee during the employment.        The Employee:         •   will do anything necessary to confirm vesting of title to any or all applicable Intellectual Property Rights (except only to            the extent that such Intellectual Property Rights fail to vest in the Company or any Group Company) in any or all countries            relating to any Inventions or other materials produced by the Employee during the employment in the Company, any   .14                                                                                                         5 of 10 pages 





 






                                                                                                                                                                                                           Australia                        other Group Company or any nominee absolutely;                    •   with  full  title  guarantee  hereby  assigns  (insofar  as  title  to  them  does  not  automatically  vest  in  the  Company  as  a            consequence of the employment) to the Company by way of future assignment all copyrights arising in any original            material (including without limitation source code and object code for software) produced by the Employee during the            employment, whether during the normal hours of work of the Company or otherwise or at the premises or using the            facilities of the Company or otherwise, being the exclusive right to do and to authorise others to do any and all acts            restricted by relevant legislation, as in force or amended from time to time, t in relation to such material in the Australia            together with copyright in all other countries of the world (and/or any similar rights in countries where such rights exist)            for the whole term of such copyright including any extensions or renewals thereof and including the right to sue for            damages and other remedies in respect of any infringements of the copyrights in such material or conversion of infringing            copies of the material prior to the date of this Agreement to hold unto the Company absolutely; and                    •   waives all moral rights arising from any such original material so far as the Employee may lawfully do so in favour of the            Company and for the avoidance of doubt this waiver shall extend to the licensees and successors in title to the copyright            in the said material.     Without prejudice to the generality of the above, the Employee hereby irrevocably and by way of security appoints the Company     as his attorney in his stead to do all such things and execute all such documents as may be necessary for or incidental to grant to     the Company the full benefit of this Clause.       The Employee will do nothing (whether by omission or commission) during the Employment or at any times thereafter to affect     or imperil the validity of any Intellectual Property Rights obtained, applied for or to be applied for by the Company or its nominee.     In particular without limitation the Employee shall not disclose the subject matter of any Inventions which may be patentable     before the Company has had the opportunity to apply for any patent or patents.  The Employee will at the direction and expense     of the Company promptly render all assistance within his power to obtain and maintain such Intellectual Property Rights or any     application for any extension of them.      Nothing in this Agreement obliges the Company or any other Group Company to seek patent or other protection for any Invention     or to exploit any Invention.           Clause 11.   Restrictions     The Employee must not in a Relevant Capacity except with the prior written consent of the Company (save as the beneficial owner     of shares or other securities of a body corporate whose shares are quoted on a recognised stock exchange and which total no     more than 3% of any single class of shares or securities in such body corporate) do the following within the Restricted Area:        •   for a  period  of  6  months  after the  date  of  the  termination  of  the  Employee’s  employment with  the  Company            (“Termination Date”) with the Company, undertake, carry on or be employed, engaged or interested in any capacity in            either any business which as at the Termination Date is competitive with a Relevant Business within the Restricted Area            or any business, which as at the Termination Date is reasonably considered to be planning to compete or has taken any            active steps to compete with a Relevant Business within the Restricted Area;                     •   for a period of 12 months after the Termination Date, entice, induce or encourage a Customer to transfer or remove            custom from the Company or any other Group Company;                  •   for  a  period  of  12  months after  the  Termination  Date, solicit  or  accept  business  from  or  deal  with  a  Customer  in            connection with the supply of services in competition with the Relevant Business;                  •   for  a  period  of  12  months after  the  Termination  Date, for  a  business  competing  with  any  Relevant  Business  solicit,            interfere with or endeavour to entice away from employment or engagement with the Company or any other Group            Company (or procure or assist the solicitation, interference with or enticement of) any Key Employee, or do any act            whereby such Employee is encouraged to terminate their employment or engagement, with the Company or any other            Group Company, whether or not such person would by reason of terminating their service with the Company or any            other Group Company commit a breach of his contract or employment or engagement;                    •   for a period of 12 months after the Termination Date, for a business competing with any Relevant Business engage or   .14                                                                                                         6 of 10 pages 





 






                                                                                                                                                                                                           Australia                        employ or offer employment to (or procure or assist in the engagement or employment of or in offering employment)            to any Key Employee whether or not such person would by reason of terminating their service with the Company or any            other Group Company commit a breach of his contract of employment or engagement.         For the purpose of this clause         •   "Customer" means any person:                            o   who at any time during the Relevant Period was a customer of the Company or any other Group Company                    (whether or not goods or services were actually provided during such period) or to whom at the expiry of the                    Relevant Period the Company or any other Group Company was actively and directly seeking to supply goods                    or services, in either case for the purposes of a Relevant Business; and                                    o   with  whom  the  Employee had  dealings  at  any  time  during  the  Relevant  Period  or in  respect  of  whom  the                    Employee came into possession of confidential information in the performance of his duties for the Company                    or any other Group Company.                            •   "Key Employee" means any employee, director, consultant or independent contractor of the Company or any other            Group Company at the Termination Date or who was such an employee, director, consultant or independent contractor            at any time in the Relevant Period and in each case who worked or provided services in a senior executive, managerial,            sales, marketing, technical, support or engineering capacity or has confidential information relating to the business of            the Company or any other Group Company or contact with any Customer and with whom the Employee had contact in            the performance of his duties;                    •   "Group Company" means the Company and any of its Related Bodies Corporate (as defined by the Corporations Act 2001            (Cth)) and any company designated by the Company as an associated company from time to time or any combination or            single one of these as the context requires;                  •   "Relevant Business" means any business, product or services of the Company or any other Group Company in which,            pursuant to the Employee's duties, he was materially involved at any time during the Relevant Period;                  •   "Relevant  Capacity"  means  either  alone  or  jointly  with  another  or  others,  whether  as  principal,  agent,  consultant,            director, partner, shareholder, independent contractor, employee or in any other capacity, whether directly or indirectly,            through any other person, firm or company, and whether for the Employee's own benefit or that of others;                  •   "Relevant Period" means the period of 12 months prior to the Termination Date and ending on the Termination Date (or            the period of the Employee's employment if shorter than 12 months); and                     •   "Restricted Area" means Australia.                         The Employee hereby agrees and acknowledges that this Clause 11 is entered into by the Company for itself and in trust for each     Group Company with the intention that each Group Company will be entitled to enforce its terms directly against the Employee.      Further,  the  Employee agrees and  undertakes  that  he will,  at  the  request  and  expense  of  the  Company,  enter  into  a  direct     agreement or undertaking with any Group Company by which he will accept the restrictions contained in this Clause (or such of     them as are, in the opinion of the Company, appropriate).     The Employee acknowledges that the restraints contained in this Clause 11 are reasonable and go no further than is necessary to     protect the legitimate business interests of the Company and each Group Company.       The Employee hereby agrees and undertakes to provide to all future prospective employers with a copy of this Clause 11.     Each of the restrictions contained in Clause 11 constitutes an entirely separate and independent restriction and is considered by     the parties to be reasonable and necessary for the protection of its legitimate business interests.  If Clause 11, or part of it, is     found to be void, invalid, illegal or unenforceable by any court of competent jurisdiction but would be valid if some words were     deleted from it, or the period of it reduced, or area covered or range of activities reduced, such restriction shall apply with such     modification as may be necessary to make it valid and effective.   .14                                                                                                         7 of 10 pages 





 






                                                                                                                                                                                                           Australia                 In the event of any Clause or part of a Clause contained in this Agreement being declared invalid or unenforceable by any court     of competent jurisdiction, all other Clauses or parts of Clauses contained in this Agreement shall remain in full force and effect     and shall not be affected thereby.          Clause 12.   Personal Data     The Employee consents to the Company holding and processing both personal data and sensitive personal data for all purposes     relating to his employment.  In particular the Employee agrees that the Company can hold and process personal and sensitive     personal data to pay and review his remuneration and other benefits; provide and administer any such benefits; determine his     fitness to work for the Company or his entitlement to personal/carer's leave pay,  parental leave pay or other leave of absence;     provide information to the taxation authorities, the police, other regulatory bodies as required by law, the Company's legal advisers     and potential purchasers of the Company or any business area in which he works; administer and maintain personnel records     (including sickness and other absence records); carry out performance reviews, disciplinary or grievance procedures, and give     references to future employers; as well as transfer personal and sensitive personal data concerning him to a country outside of     Australia.             Clause 13.   Use of Company Email and Internet      The private use of Company telephones and computer resources, including the internet and e-mail, is allowed within reasonable     limits that do not impact the work and the proper operation of the Company.     The Employee is otherwise prohibited, in principle and except in the case of emergency, from using Company equipment for     additional personal use.      This prohibition covers the following resources and equipment: land line and mobile phone, email, consulting web sites, access     outside the network, etc.      All communications, whether by telephone, email, fax or any other means, which are transmitted, undertaken or received using     Company property or on Company premises, or which relate to the Company's affairs, will be treated by the Company as work-    related and are subject to ongoing and regular interception, recording and monitoring without further notice.  The Employee     should not regard any such communications as private. To avoid any difficulties about the personal or private character of the     messages/documents, the Employee should delete such personal messages after reading them, or save them in a folder named     “Private” or “Personal” that he should create. Any messages/documents not correctly identified as personal or private or not saved     in the Employee’s “Private” or “Personal” folder will be presumed professional and therefore may be accessed by the Company.      In any event, the Company shall be entitled to monitor:      •  The number of messages sent or received by the employee;     •  The origin and recipient of messages;     •  The web sites viewed;     •  The amount of time spent on these activities.      The Company may restrict access to web sites that are inappropriate for the workplace.     By  transmitting,  undertaking  or  receiving  communication  using  Company  property  or  on  Company  premises,  the  Employee     consents to the above terms.            Clause 14.   Termination with Notice      Subject to Clause 15 below, either party may terminate the employment by giving the other party notice in writing in the amount     specified in the Employee Data Sheet.  The Company may pay you in lieu for some or all of this notice period.     During any period of notice, the Employee may be required by the Company, in its absolute discretion, not to attend at his place     of work at any time and not to perform any duties for the Company or to perform only such duties, specific projects or tasks as are     assigned to him expressly by the Company, for such period and at such place or places (including, without limitation, his home) as     the Company deems necessary, provided that the Employee will be entitled to receive full pay during such period.  During any such   .14                                                                                                         8 of 10 pages 





 






                                                                                                                                                                                                           Australia                 period, the Employee will remain employed by the Company and subject to all of his express and implied duties towards the     Company.  In particular, the Employee agrees that he may not carry out work of any kind for a third party.     In the event payments or other benefits to be provided to the Employee on termination under this Contract or Hanesbrands Group     Policy exceed the amount which is permitted by the Corporations Act without the need to obtain shareholder approval, then the     Company will, in good faith,  take all reasonable  steps to obtain shareholder approval  for those payments and benefits to be     provided to the Employee in full.     If the employment is terminated for any reason:         (a) the  Employee  must  return  all  property,  including  intellectual  property,  confidential  information  and  trade  secrets,            belonging to the Company on termination, including all written or machine readable material, software, documents,            computers, credit cards, keys and vehicles if owned or leased by the Company;         (b) the  Employee  must  not  take,  delete,  alter,  record,  copy,  summarise  or  disclose  to  any  third  party  any  confidential            information, trade secrets or intellectual property belonging to the Company, in any form; and         (c) if required by the Company, the Employee must provide confirmation in writing that he has returned all confidential            information,  intellectual  property  and  trade  secrets  belonging  to  the  Company  and  any  copies  thereof,  and  has  not            retained any copies thereof or distributed any such originals or copies to any third party.             Clause 15.   Summary Termination     If the Employee:        o   commits any material breach of this Contract;        o   is guilty of any serious misconduct or willful neglect or any act of dishonesty in the discharge of his duties hereunder;        o   becomes bankrupt or make any arrangement or composition with his/her creditors; or        o   is convicted of any criminal offence other than an offence which in the Company’s reasonable opinion does not affect            his/her position or cast doubt upon his/her future ability or fitness to perform his/her duties hereunder; or         o   any other reason that would justify summary dismissal at common law,      the Company will be entitled to terminate the employment summarily and without notice.             Clause 16.   Governing Law      This Contract is governed by the laws of Victoria and the parties consent to the non-exclusive jurisdiction of the Courts of Victoria.                                                                 [Signature page to follow]    .14                                                                                                         9 of 10 pages 





 






                                                                                                                                                                                                           Australia               Signed for and on behalf of                                 Pacific Brands Ltd                                                                                                                                                                                          /s/ Joia M. Johnson                             /s/ Donald F. Cook   Signature of Director                           Signature of Director/Secretary                                                                                                         Joia M. Johnson                                 Donald F. Cook   Name of Director (please print)                 Name of Director/Secretary                                                    (please print)                                                            Signed by   David Bortolussi                                      in the presence of:                                                                                                                                         /s/ Jenny Cox                                   /s/ David Bortolussi   Signature of Witness                            Signature of David Bortolussi                                                                                                            Jenny Cox                                    Name of Witness (please print)                                      .14                                                                                                         10 of 10 pages