SEVERANCE/CHANGE IN CONTROL AGREEMENT

(i)

Eligible Terminations . Subject to subparagraph (a)(ii) below, Executive shall be eligible for severance payments and benefits under this section 2 if her employment terminates under one of the following circumstances:

(ii)

Ineligible Terminations . Notwithstanding subparagraph (a)(i) next above, Executive shall not be eligible for any severance payments or benefits under this section 2 if her employment terminates under any of the following circumstances:

(A)

A termination for Cause . For purposes of this Agreement, “ Cause” means Executive has been convicted of (or pled guilty or no contest to) a felony or any crime involving fraud, embezzlement, theft, misrepresentation of financial impropriety; has willfully engaged in misconduct resulting in material harm to Company ; has willfully failed to substantially perform duties after written notice; or is in willful violation of Company policies resulting in material harm to Company ;

(B)

A termination as the result of Disability. For purposes of this Agreement “Disability” shall mean a determination under Company’s disability plan covering Executive that Executive is disabled;

(C)

A termination due to death;

(D)

A termination due to Retirement. For purposes of this Agreement “Retirement” shall mean Executive’s voluntary termination of employment on or after Executive’s attainment of the normal retirement age as defined in the Hanesbrands Inc. Pension and Retirement Plan (the “ Retirement Plan” );

(E)

A voluntary termination of employment other than at the request of Company ;

(F)

A termination following which Executive is immediately offered and accepts new employment with Company , or becomes a non-executive member of the Board;

(G)

The transfer of Executive’s employment to a subsidiary or affiliate of Company with her consent;

(H)

A termination of employment that qualifies Executive to receive severance payments or benefits under section 3 below following a Change in Control ; or

(I)

Any other termination of employment under circumstances not described in subparagraph 2(a)(i).

(b)

Severance Benefits Payable . If Executive is terminated under circumstances described in subparagraph 2(a)(i), and not described in subparagraph 2(a)(ii), then in lieu of any benefits payable under any other severance plan of the Company of any type and in consideration of the separation and release agreement and the covenants contained herein, the following shall apply:

(A)

The annual incentive, if any, payable under the Annual Incentive Plan in effect with respect to the fiscal year or Short Year in which the Termination Date occurs based on actual fiscal year performance (the “ Annual Incentive Portion of Severance ”). In this Agreement, “ Short Year ” means an incentive period of less than 12 months duration occurring immediately subsequent to the Company’s exit from the Sara Lee Corporation’s controlled group of corporations (within the meaning of Section 1563(a) of the Code)). “ Annual Incentive Plan” means the Hanesbrands Inc. annual incentive plan in which Executive participates as of the Termination Date ; and

(B)

The long-term incentive payable under the Omnibus Plan in effect on Executive’s Termination Date for any performance period or cycle that is at least fifty (50) percent completed prior to Executive’s Termination Date and which relates to the period of her service prior to her Termination Date . The “ Omnibus Plan” means the Hanesbrands Inc. Omnibus Incentive Plan of 2006, as amended from time to time, and any successor plan or plans. The long-term incentive described in this section (“ Long-Term Cash Incentive Plan ”) includes cash long-term incentives, but does not include stock options, RSUs, or other equity awards.

Treatment of stock options, RSUs, or other equity awards shall be determined pursuant to the Executive’s award agreement(s). Executive shall not be eligible for any new Annual Incentive Plan grants, Long-Term Cash Incentive Plan grants, or any other grants of stock options, RSUs, or other equity awards under the Omnibus Plan during the Severance Period .

(iii)

Beginning on her Termination Date , Executive shall be eligible to elect continued coverage under the group medical and dental plan available to similarly situated senior executives. If Executive elects continuation coverage for medical coverage, dental coverage or both, Company shall subsidize the premium charged during the Severance Period so that the amount of such premium payable by such Executive shall equal the amount payable by an active executive of Company for similar coverage as adjusted from time to time; provided, however, that Executive’s right to COBRA continuation coverage under any such group health plan shall be reduced by the number of months of medical and dental coverage otherwise provided pursuant to this subparagraph. The premium charged for any COBRA continuation coverage after the end of the Severance Period shall be entirely at Executive’s expense and shall be different (greater) than the premium charged during the Severance Period . Executive’s COBRA continuation coverage shall terminate in accordance with the COBRA continuation of coverage provisions under Company’s group medical and dental plans. If Executive is eligible for early retirement under the terms of the Retirement Plan (or would become eligible if the Severance Period is considered as employment), then, after exhausting any COBRA continuation coverage under the group medical plan, Executive may elect to participate in any retiree medical plan available to similarly situated senior executives in accordance with the terms and conditions of such plan in effect on and after Executive’s Termination Date ; provided, that such retiree medical coverage shall not be available to Executive unless she elects such coverage within thirty (30) days following her Termination Date . The premium charged for such retiree medical coverage may be different (greater) than the premium charged an active employee for similar coverage;

(iv)

Except as otherwise provided herein or in the applicable plan , participation in all other Company plans available to similarly situated senior executives including but not limited to, qualified pension plans, stock purchase plans, matching grant programs, 401(k) plans and ESOPs, personal accident insurance, travel accident insurance, short and long term disability insurance, and accidental death and dismemberment insurance, shall cease on Executive’s Termination Date . During the Severance Period, Company shall continue to maintain life insurance covering Executive under Company’s life insurance program. If Executive is eligible for early retirement or becomes eligible for early retirement during the Severance Period , then Company will continue to pay the premiums

(or prepay the entire premium) so that Executive has a paid-up life insurance benefit equal to her annual salary on her Termination Date .

3.

Change in Control Benefits .

(i)

Eligible Terminations . If (A) within three (3) months preceding a Change in Control , the Executive’s employment is terminated by the Company at the request of a third party in contemplation of a Change in Control , (B) within twenty-four (24) months following a Change in Control, Executive ’s employment is terminated by Company other than on account of Executive’s death, disability or retirement and other than for Cause, or (C) within twenty-four (24) months following a Change in Control Executive voluntarily terminates her employment for Good Reason, Executive shall be entitled to the Change in Control benefits as described in section 3(b) below.

(ii)

Good Reason . For purposes of this section 3, “Good Reason” means the occurrence of any one or more of the following (without Executive’s written consent after a Change in Control ):

The existence of Good Reason shall not be affected by Executive’s temporary incapacity due to physical or mental illness not constituting a Disability . Executive’s retirement shall constitute a waiver of her rights with respect to any circumstance constituting Good Reason . Executive’s continued employment shall not constitute a waiver of her rights with respect to any circumstances which may constitute Good Reason ; provided, however, that Executive may not rely on any particular action or event described in clause (A) through (E) above as a basis for terminating her employment for Good Reason unless she delivers a Notice of Termination based on that action or event within six months after its

(A)

Upon the acquisition by any individual, entity or group, including any Person (as defined in the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”)), of beneficial ownership (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of twenty (20) percent or more of the combined voting power of the then outstanding capital stock of Company that by its terms may be voted on all matters submitted to stockholders of Company generally (“ Voting Stock ”); provided, however, that the following acquisitions shall not constitute a Change in Control :

announced, then such additional beneficial ownership shall constitute a Change in Control ; or

1)

All or substantially all of the beneficial owners of the Voting Stock of Company outstanding immediately prior to such transaction continue to beneficially own, directly or indirectly (either by remaining outstanding or by being converted into voting securities of the entity resulting from such transaction), more than fifty (50) percent of the combined voting power of the voting securities of the entity resulting from such transaction (including, without limitation, Company or an entity which as a result of such transaction owns Company or all or substantially all of Company ‘s property or assets, directly or indirectly) (the “ Resulting Entity ”) outstanding immediately after such transaction, in substantially the same proportions relative to each other as their ownership immediately prior to such transaction; and

2)

No Person (other than any Person that beneficially owned, immediately prior to such reorganization, merger, consolidation, sale or other disposition, directly or indirectly, Voting Stock representing twenty (20) percent or more of the combined voting power of Company’s then outstanding securities) beneficially owns, directly or indirectly, twenty (20) percent or more of the combined voting power of the then outstanding securities of the Resulting Entity ; and

3)

At least a majority of the members of the board of directors of the entity resulting from such transaction were members of the board of directors of Company (the “ Board ”) at the time of the execution of the initial agreement or action of the Board authorizing such reorganization, merger, consolidation, sale or other disposition; or

(D)

When the Initial Directors cease for any reason to constitute at least a majority of the Board . For this purpose, an “ Initial Director ” shall mean those individuals serving as the directors of Company immediately after Company ceased to be wholly-owned by Sara Lee Corporation; provided, however, that any individual who becomes a director of Company at or after the first annual meeting of stockholders of Company whose election, or nomination for election by the Company’s stockholders, was approved by the vote of at least a majority of the Initial Directors then comprising the Board (or by the nominating committee of the Board , if such committee is comprised of Initial Directors and has such authority) shall be deemed to have been an Initial Director ; and provided further, that no individual shall be deemed to be an Initial Director if such individual initially was elected as a director of Company as a result of: (1) an actual or threatened solicitation by a Person (other than the Board ) made for the purpose of opposing a solicitation by the Board with respect to the election or removal of directors; or (2) any other actual or threatened solicitation of proxies or consents by or on behalf of any Person (other than the Board ).

(b)

Change in Control Benefits . In the event Executive becomes entitled to receive benefits under this section 3, the following shall apply:

(A)

A lump sum payment equal to the unpaid portion of Executive’s annual Base Salary and vacation accrued through the Termination Date ;

(B)

A lump sum payment equal to Executive’s prorated Annual Incentive Plan payment (as determined in accordance with subparagraph 2(b)(ii)(A) above;

(C)

A lump sum payment equal to Executive’s prorated Long-Term Cash Incentive Plan payment(as determined in accordance with subparagraph 2(b)(ii)(B) above; and

(D)

A lump sum payment equal to two times the sum of (1) Executive’s annual Base Salary ; and (2) the greater of (i) Executive’s target annual incentive (as defined in the Annual Incentive Plan ) for the year in which the Change in Control occurs and (ii) Executive’s

average annual incentive calculated over the three fiscal years immediately preceding the year in which the Change in Control occurs (including for this purpose any annual incentive received from Sara Lee Corporation); and (3) an amount equal to the Company matching contribution to the defined contribution plan in which Executive is participating at the Termination Date (currently 4%).