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This excerpt taken from the HBI DEF 14A filed Mar 12, 2009. Director
Share Ownership and Retention Guidelines
We believe that our directors who are not employees of
Hanesbrands should have significant ownership stakes in
Hanesbrands. Our non-employee directors receive a substantial
portion of their compensation in the form of restricted stock
units and also may elect to receive their entire annual cash
retainer and additional cash retainers in the form of options to
purchase our common stock or to defer receipt of such amounts
under the Director Deferred Compensation Plan and have such
deferred amounts deemed invested in a stock equivalent account.
To promote such equity ownership and further align the interests
of these directors with our stockholders, we have adopted share
retention and ownership guidelines for these directors. A
non-employee director may not dispose of any shares of our
common stock until such director holds shares of
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common stock with a value equal to at least five times the
current annual equity retainer, and may then only dispose of
shares in excess of those with that value. In addition to shares
directly held by a non-employee director, shares held for such
director in the Director Deferred Compensation Plan (including
hypothetical share equivalents held in that plan) will be
counted for purposes of determining whether the ownership
requirements are met.
Under our insider trading policy, directors and executive
officers are required to clear in advance all transactions in
Hanesbrands securities with Hanesbrands’ legal department.
Further, no director, executive officer or other employee of
Hanesbrands is permitted to engage in “short sales” or
“sales against the box” or trade in puts, calls or
other options on our securities. These provisions are part of
our overall program to prevent any Hanesbrands directors,
officers or employees from trading on inside information.
This excerpt taken from the HBI DEF 14A filed Mar 10, 2008. Director
Share Ownership and Retention Guidelines
We believe that our directors who are not employees of
Hanesbrands should have significant ownership of Hanesbrands.
Our non-employee directors receive a substantial portion of
their compensation in the form of equity-based compensation and
also may elect to receive all or a portion of their annual cash
retainer and additional cash retainers for committee service in
the form of options to purchase our common stock or to defer
such amounts under the Director Deferred Compensation Plan and
have such deferred amounts deemed
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invested in a stock equivalent account. To promote such equity
ownership and further align the interests of these directors
with our stockholders, we have adopted share retention and
ownership guidelines for these directors. A non-employee
director may not dispose of any shares of our common stock until
such director holds shares of common stock with a value equal to
at least five times the current annual equity retainer, and may
then only dispose of shares in excess of those with that value.
In addition to shares directly held by a non-employee director,
shares held for such director in the Director Deferred
Compensation Plan (including hypothetical share equivalents held
in that plan) will be counted for purposes of determining
whether the ownership requirements are met.
Under our insider trading policy, no director or employee of
Hanesbrands is permitted to engage in “short sales” or
“sales against the box” or trade in puts, calls or
other options on our securities. This prohibition is intended to
prevent any Hanesbrands director, officer or employee from
trading on inside information.
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