2
The Participant shall have
no right to sell,
transfer, pledge, assign or otherwise
assign or hypothecate any
of the Participant's rights
under this Agreement or, until
the portion of the
Awards granted hereby
covering the Restricted
Stock Units and
Performance Units shall
vest, the Restricted
Stock Units and
Performance Units covered
by the
Award
granted hereby,
other than by
will or
the laws of
descent and distribution,
and such
rights shall be
exercisable during Participant's
lifetime only by
the
Participant.
Section 5.
PAYMENT
UPON VESTING OF RESTRICTED STOCK UNITS AND
PERFORMANCE UNITS
Subject to the terms and
conditions of the Plan, the
Company shall, as soon as practicable
following the RSU Vesting
Date (but no later than
March 15 of the
calendar year following the calendar year
that includes such vesting date), deliver
to you a number of
Shares equal to one-half of
the value of the aggregate number
of
Restricted Stock Units that became vested
on the RSU Vesting Date and a cash payment equal to one-half
of the value of the aggregate number
of Restricted Stock Units
that became vested on the RSU Vesting Date.
Subject to the terms and
conditions of the Plan, the
Company shall, as soon as
practicable following the PSU Vesting
Date (but no later than
March 15 of the
calendar year following the calendar year
that includes such vesting date), deliver
to you a number of
Shares equal to one-half of
the value of the aggregate number
of
Performance Units that became vested on
the PSU Vesting
Date and a cash payment
equal to one-half of
the value of the
aggregate number of Performance Units
that
became vested on the PSU Vesting Date.
Upon payment
by the
Company, the
respective Restricted Stock
Units and Performance
Units shall
therewith be cancelled.
The delivery
of Shares
and cash
awards under this Section 5 shall be subject to applicable
employment and income tax withholding and the terms
of Section 7 herein.
Section 6.
NO DIVIDEND OR VOTING RIGHTS
The Participant acknowledges that he or she shall be entitled
to no dividend or voting rights with respect to the
Restricted Stock Units or Performance Units.
Section 7.
WITHHOLDING TAXES; SECTION 83(b) ELECTION
(a)
No Shares will be payable upon the vesting of a Restricted Stock Unit or Performance Unit unless and until
the Participant satisfies any Federal, state or
local withholding tax obligation
required by law to
be withheld in respect
of this Award. The Participant acknowledges
and agrees that to
satisfy any such
tax obligation the Company
may deduct and retain
from the Shares payable
upon vesting of the
Restricted Stock Units or
Performance Units such
number
of Shares as is equal
in value to the Company's
minimum statutory withholding
obligations with respect to the
income recognized by the Participant
upon
such vesting (based
on minimum
statutory withholding
rates for Federal
and state tax
purposes, including
payroll taxes,
that are
applicable to
such income).
The number of such Shares to be deducted and retained shall be based on the closing price of the Shares on the day prior to the applicable RSU Vesting
Date or PSU Vesting Date.
(b)
The Participant acknowledges that in the event an election under Section 83(b) of the Internal
Revenue Code of 1986 is filed with respect to this Award,
Participant must give a copy of the election to the Company
within ten days after filing with the Internal Revenue
Service.
Section 8.
ENFORCEMENT; INCORPORATION OF PLAN PROVISIONS
The participant acknowledges receipt of the Delta
Apparel, Inc. 2020 Stock Plan (the “Plan”).
The Restricted Stock Units Award and Performance Units Award
evidenced hereby are made under and pursuant to the Plan, and incorporated herein by reference, and the Awards
are subject to all of the provisions thereof. Capitalized
terms used herein without definition shall have the same meanings given such terms in the Plan. The Participant represents and warrants that he or she has read the Plan
and is fully familiar with all the terms and conditions of the
Plan and agrees to be bound thereby.
Section 9.
MISCELLANEOUS
(a)
No Representations or
Warranties.
Neither the Company
nor the
Committee or any
of their
representatives or agents
has made any
representations or
warranties to the Participant with
respect to the income
tax or other consequences
of the transactions contemplated
by this Agreement, and the
Participant
is in no manner relying on the Company, the Committee or any of their representatives
or agents for an assessment of such tax or other
consequences.
(b)
Employment.
Nothing in this
Agreement or in
the Plan or in
the making of the
Award shall confer on the Participant
any right to
or guarantee of continued
employment with
the Company
or
any of
its
Subsidiaries or
in any
way limit
the
right of
the Company
or
any of
its
Subsidiaries to
terminate the
employment of the Participant at any time.
(c)
Investment.
The Participant hereby agrees and represents that any Shares
payable upon Vesting of the Restricted Stock Units or Performance Units shall
be held for the Participant's own account
for investment purposes only and not with
a view of resale or distribution unless the
Shares are registered under
the Securities Act of 1933, as amended.
(d)
Necessary Acts.
The Participant and
the Company hereby
agree to
perform any
further acts and
to execute and
deliver any
documents which may
be
reasonably necessary to carry out the provisions of this Agreement.