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This excerpt taken from the HBI DEF 14A filed Mar 12, 2009. Post-Employment
Compensation
Our named executive officers are eligible to receive
post-employment compensation pursuant to the Hanesbrands Inc.
Pension and Retirement Plan, or the “Pension Plan,”
and the Hanesbrands Inc. Supplemental Employee Retirement Plan,
or the “SERP,” and pursuant to Severance/Change in
Control Agreements, or “Severance Agreements.” Each of
these arrangements is discussed below.
Pension Plan. The Pension Plan is a defined
benefit pension plan under which benefits have been frozen since
December 31, 2005, intended to be qualified under
Section 401(a) of the Internal Revenue Code, that provides
the benefits that had accrued for any of our employees,
including our named executive officers, under the Sara Lee
Corporation Consolidated Pension and Retirement Plan as of
December 31, 2005. Because the Pension Plan is frozen, no
additional employees will become eligible to participate in the
Pension Plan, and existing participants in the Pension Plan do
not accrue any additional benefits after December 31, 2005.
SERP. The SERP is a nonqualified supplemental
retirement plan that provides two types of benefits that we
refer to collectively as the “Defined Contribution
Component” of the SERP. First, the SERP provides for
employer contributions to employees whose compensation exceeds a
threshold set by the Internal Revenue Service. Although, as
described below, the Hanesbrands Inc. Retirement Savings Plan,
or the “401(k) Plan,” provides for employer
contributions to our executive officers, including our named
executive officers, at the same percent of their eligible
compensation as provided for all employees who participate in
the 401(k) Plan, compensation and benefit limitations imposed on
the 401(k) Plan by the Internal Revenue Code generally prevent
us from making the entire amount of the employer contributions
contemplated by the 401(k) Plan with respect to any employee
whose compensation exceeds a threshold set by Internal Revenue
Code provisions, which threshold was $230,000 for 2008 and is
$245,000 for 2009. Our named executive officers are among those
employees whose compensation exceeds this threshold. The SERP
provides to those employees whose compensation exceeds this
threshold benefits that would be earned under the 401(k) Plan
but for these limitations. Second, the SERP provides benefits
consisting of transitional defined contribution credits for one
to five years and ranging from 4% to 15% of eligible
compensation for certain executives. These transitional credits
are being provided to a broad group of executives in connection
with our transition (prior to the spin off) from providing both
a defined benefit plan (as discussed above, the Pension Plan is
frozen) and a defined contribution plan to providing only
defined contribution plans, to mitigate the negative impact of
that
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transition. The determination of the credits provided to an
executive was based on the extent to which such executive was
negatively impacted by the transition, including the
executive’s age and years of service as an executive as of
January 1, 2006. As discussed below under
“Nonqualified Deferred Compensation,” at the end of
2008, we provided all active participants in the SERP with an
election to receive the accrued Defined Contribution Component
of their SERP benefit as of December 31, 2008 in the form
of a lump sum payment in 2009 or 2010.
The SERP also provides benefits, which we refer to as the
“Defined Benefit Component” of the SERP, consisting of
those supplemental retirement benefits that had been accrued
under the Sara Lee Corporation Supplemental Executive Retirement
Plan as of December 31, 2005. As discussed below under
“Pension Benefits,” at the end of 2008, we provided
all active participants in the SERP with an election to receive
the accrued Defined Benefit Component of the SERP benefit in the
form of a lump sum payment in 2009 or 2010.
Severance Agreements. We have entered into
Severance Agreements with all of our executive officers,
including our named executive officers. The Severance Agreements
provide our executive officers with benefits upon the
involuntary termination of their employment other than for
wrongful behavior or misconduct. The Severance Agreements also
contain change in control benefits for our executive officers to
help keep them focused on their work responsibilities during the
uncertainty that accompanies a change in control, to provide
benefits for a period of time after a change in control
transaction and to help us attract and retain key talent. We
determined the levels of severance provided to our named
executive officers under the Severance Agreements by reference
to market studies conducted prior to entering into the first
Severance Agreements in connection with our spin off. We believe
the levels of benefits offered by the Severance Agreements are
appropriate and conservatively competitive and that these
benefits were reasonable in light of Hanesbrands’ status as
a newly public company following the spin off. Compensation that
could potentially be paid to our named executive officers
pursuant to the Severance Agreements is described below in
“Potential Payments upon Termination or Change in
Control.” Each agreement is effective for an unlimited
term, unless we give at least 18 months prior written
notice that the agreement will not be renewed. In addition, if a
change in control occurs during the term of the agreement, the
agreement will automatically continue for two years after the
end of the month in which the change in control occurs. Each of
the Severance Agreements was amended during 2008 as part of the
required changes to compensation arrangements mandated by
Section 409A of the Internal Revenue Code
(“Section 409A”).
This excerpt taken from the HBI DEF 14A filed Mar 10, 2008. Post-Employment
Compensation
Our named executive officers are eligible to receive
post-employment compensation pursuant to the Hanesbrands Inc.
Pension and Retirement Plan, or the “Pension Plan,”
and the Hanesbrands Inc. Supplemental Employee Retirement Plan,
or the “SERP, and pursuant to Severance/Change in Control
Agreements, or “Severance Agreements.” Each of these
arrangements is discussed below.
The Pension Plan. The Pension Plan is a
defined benefit pension plan under which benefits have been
frozen since December 31, 2005, intended to be qualified
under Section 401(a) of the Internal Revenue Code, that
provides the benefits that had accrued for any of our employees,
including our named executive officers, under the Sara Lee
Corporation Consolidated Pension and Retirement Plan as of
December 31, 2005. Because the Pension Plan is frozen, no
additional employees will become eligible to participate in the
Pension Plan, and existing participants in the Pension Plan will
not accrue any additional benefits after December 31, 2005.
The SERP. The SERP is a nonqualified
supplemental retirement plan. Although, as described below, the
401(k) Plan provides for employer contributions to our executive
officers, including our named executive officers, at the same
percent of their eligible compensation as provided for all
employees who participate in the 401(k) Plan, compensation and
benefit limitations imposed on the 401(k) Plan by the Internal
Revenue Code generally prevent us from making the full employer
contributions contemplated by the 401(k) Plan with respect to
any employee whose compensation exceeds a threshold set by
Internal Revenue Code provisions, which threshold was $225,000
for 2007 and is $230,000 for 2008. Our named executive officers
are among those employees whose compensation exceeds this
threshold. The SERP provides to those employees whose
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compensation exceeds this threshold benefits that would be
earned under the 401(k) Plan but for these limitations.
Severance Agreements. We have entered into
Severance Agreements with all of our executive officers,
including our named executive officers. The Severance Agreements
provide our executive officers with benefits upon the
involuntary termination of their employment other than for
wrongful behavior or misconduct. The Severance Agreements also
contain change in control benefits for our executive officers to
help keep them focused on their work responsibilities during the
uncertainty that accompanies a change in control, to provide
benefits for a period of time after a change in control
transaction and to help us attract and retain key talent. We
determined the levels of severance provided to our named
executive officers under the Severance Agreements by reference
to market studies conducted prior to entering into the first
Severance Agreements in connection with our spin off. We believe
the levels of benefits offered by the Severance Agreements are
appropriate and conservatively competitive and that these
benefits were reasonable in light of Hanesbrands’ status as
a newly public company following the spin off. Compensation that
could potentially be paid to our named executive officers
pursuant to the Severance Agreements is described below in
“Potential Payments upon Termination or Change in
Control.” Each agreement is effective for an unlimited
term, unless we give at least 18 months prior written
notice that the agreement will not be renewed. In addition, if a
change in control occurs during the term of the agreement, the
agreement will automatically continue for two years after the
end of the month in which the change in control occurs.
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