HBI » Topics » Deferred Compensation Plan for Outside Directors

This excerpt taken from the HBI 10-K filed Sep 28, 2006.
Deferred Compensation Plan for Outside Directors
 
Under the Hanesbrands Inc. Non-Employee Director Deferred Compensation Plan, all non-employee directors are permitted to defer the receipt of all or a portion (not less than 25 percent) of their annual retainer into a nonqualified, unfunded deferred compensation plan. At the election of the director, amounts deferred under the plan will earn a return equivalent to the return on an investment in an interest-bearing account earning interest based on the Federal Reserve’s published rate for 5 year constant maturity Treasury notes at the beginning of the calendar year, or be invested in a stock equivalent account and earn a return based on our stock price. Amounts deferred, plus any dividend equivalents or interest, will be paid in cash or in shares of our common stock as applicable. Any awards of restricted stock or RSUs to non-employee directors that are automatically deferred pursuant to the terms of the award are deferred under this plan. Any payment of shares of our common stock under this plan will come from the Hanesbrands Inc. Omnibus Incentive Plan of 2006.


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Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 
The following table sets forth information, as of September 15, 2006 regarding beneficial ownership by (1) each person who is known by us to beneficially own more than 5% of our common stock, (2) each director and executive officer and (3) all of our directors and executive officers as a group. The address of each director and executive officer shown in the table below is c/o Hanesbrands Inc., 1000 East Hanes Mill Road, Winston-Salem, North Carolina 27105.
 
                 
    Beneficial Ownership
    Percent of
 
Name and Address of Beneficial Owner
  of our Common Stock     Class  
 
Capital Research and Management Company (1)
    7,381,637       7.7 %
Lee A. Chaden (2) (3)
    2,466       *  
Richard A. Noll (3)
    3,550       *  
E. Lee Wyatt Jr. (3) 
    823       *  
Gerald W. Evans Jr. (3) 
    1,732       *  
Michael Flatow (3)
    1,855       *  
Kevin D. Hall
           
Joan P. McReynolds
    879       *  
Kevin W. Oliver (3)
    1,195       *  
Harry A. Cockrell
           
Charles W. Coker (4)
    8,162 (2)     *  
Bobby J. Griffin
           
James C. Johnson
           
J. Patrick Mulcahy
           
Alice M. Peterson
           
Andrew J. Schindler
           
All directors and executive officers as a group (15 persons)
    20,662       *  
 
 
* Less than 1%.
 
(1) Calculated based on the distribution ratio of one share of our common stock distributed for every eight shares of Sara Lee stock held by Capital Research and Management Company, or “CRM,” as of the record date. The number of shares of Sara Lee common stock held by CRM used for this calculation is based on the information reported on an amended Schedule 13G filed with the SEC by CRM, on February 10, 2006, which disclosed that CRM owned 59,053,100 shares, or 7.8%, of Sara Lee common stock. In this Schedule 13G amendment, CRM stated that it is an investment adviser registered under the Investment Advisers Act of 1940 and is deemed to be the beneficial owner of the shares as a result of acting as investment adviser to various investment companies registered under the Investment Company Act of 1940. CRM’s address is 333 South Hope Street, Los Angeles, California 90071.
 
(2) Includes 40 shares held in a trust account of which Mr. Chaden is the custodian and his daughter is the beneficiary. Mr. Chaden disclaims beneficial ownership of such shares.
 
(3) Includes ownership through interests in the Hanesbrands 401(k) Plan.
 
(4) Includes 6,402 shares of our common stock owned by Mr. Coker’s spouse, with respect to which Mr. Coker disclaims beneficial ownership.


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This excerpt taken from the HBI 8-K filed Sep 5, 2006.

Deferred Compensation Plan for Outside Directors

We expect to adopt a deferred compensation plan for our non-employee directors. Under the plan, all non-employee directors will be permitted to defer the receipt of all or a portion (not less than 25 percent) of their annual retainer into a nonqualified, unfunded deferred compensation plan. At the election of the director, amounts deferred under the plan will earn a return equivalent to the return on an investment in an interest-bearing account earning interest based on the Federal Reserve’s published rate for 5 year constant maturity Treasury notes at the beginning of the calendar year, or be invested in a stock equivalent account and earn a return based on our stock price. Amounts deferred, plus any dividend equivalents or interest, will be paid in cash or in shares of our common stock as applicable. Any awards of restricted stock or RSUs to non-employee directors that are automatically deferred pursuant to the terms of the award are deferred under this plan. Any payment of shares of our common stock under this plan will come from the Hanesbrands Inc. Omnibus Incentive Plan of 2006.

 

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EXCERPTS ON THIS PAGE:

10-K
Sep 28, 2006
8-K
Sep 5, 2006
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