1
Via E-Mail (rshanlever@hgrslaw.com)
 
Simone C. Walsh c/o
Rebecca Shanlever
 
H
ALL
, G
ILLIGAN
, R
OBERTS
& S
HANLEVER LLP
 
SEPARATION
 
AGREEMENT
Dear Simone:
 
This Separation Agreement (the “Agreement”) confirms various matters concerning
 
your separation from employment so that no misunderstanding exists between you
and the Company. Acceptance by you of the separation benefits detailed below requires
 
your acceptance of all of the terms and conditions within this
 
Agreement.
 
Your employment
 
with Delta Apparel, Inc. (“Company”) ended as of December 1, 2022
 
(the "Separation Date"). The Company will pay you your
 
regular base wages
earned through the Separation Date. Regular
 
benefit contributions and taxes are deducted
 
from these payments. Benefit information and
 
information concerning your
legal rights under such matters
 
as COBRA will, as applicable,
 
be provided to you separately. This Agreement
 
will not affect your existing rights
 
in your 401(k) account.
 
However, the Company will not be required or obligated to make any contributions
 
to your 401(k) account after the Separation Date.
 
I.
 
Separation Benefits
The following separation benefits are
 
being offered to you
 
as an accommodation by the
 
Company and are subject to
 
receipt by the Company of
 
a signed copy of this
Agreement, which includes a Release
 
of Claims (the “Release”) and
 
your agreement to reasonably and
 
timely respond to the Company
 
after today, upon the Company’s
request and for a period of six months, regarding any questions related to matters in which you were involved while an employee of the Company. In exchange for the
Release contained in this Agreement and your compliance with
 
the foregoing response obligations, the Company will provide
 
you with separation benefits as follows:
 
1.
Voluntarily
 
Resignation from
 
Employment.
 
You
 
have voluntarily
 
resigned from
 
your employment
 
with the
 
Company as
 
of the
 
Separation Date
 
and as
provided in the attached written notice of
 
voluntary resignation, and the Company
 
has
 
waived
 
the
 
advance
 
notice
 
requirement
 
provided
 
in
 
Section
 
4(d)
 
of
 
the
 
November
 
30,
 
2021 Employment Agreement
 
between you
 
and the
 
Company (“Employment Agreement”).
 
You
 
acknowledge and agree
 
that you
 
have voluntarily
resigned from your employment with
 
the Company on your own
 
terms, that your resignation was
 
not (and should not be construed
 
as) a constructive discharge, that
 
you
were not coerced into resigning from your employment, and
 
that your resignation is final and irrevocable on your part. You further agree and acknowledge that, during
your employment, you
 
did not report
 
any discriminatory,
 
harassing, retaliatory,
 
or similarly inappropriate
 
conduct or treatment
 
in connection with
 
your employment
with the Company (including, but not
 
limited to, in connection with your
 
separation or the events leading to
 
your separation) that has been based
 
on or connected to any
protected characteristic (including, but not limited to, race, color, religion, national origin, sex, age, disability,
 
or any other characteristic protected by applicable law).
 
Moreover,
 
you agree
 
and acknowledge
 
that, during
 
your employment,
 
you did
 
not experience
 
any discriminatory,
 
harassing, retaliatory,
 
or similarly
 
inappropriate
conduct or treatment in connection with your employment with the Company (including, but not limited to, in connection with your separation or the events leading to
your separation) that has been based on or connected to
 
your age.
 
2.
Monetary Separation Benefits.
 
The Company will provide you with monetary separation benefits in the amount of Thirty Thousand Two Hundred Fifty and
00/100
 
Dollars
 
($30,250). These
 
monetary separation
 
benefits
 
will be
 
paid
 
in
 
accordance with
 
the
 
Company’s
 
regular payroll
 
cycle
 
and
 
all
 
applicable taxes
 
and
deductions will be withheld.
3.
Unemployment Compensation.
 
The Company
 
will not
 
contest an
 
unemployment compensation
 
claim that
 
you file
 
or may
 
file with
 
the appropriate
 
state
unemployment agency relating to your separation from the
 
Company.
 
4.
Equity Compensation.
 
Subject to the terms of the Delta Apparel, Inc. 2020 Stock Plan and
 
the Restricted Stock Unit Award Agreement entered into between
you and the Company effective
 
December 15, 2021 (dated November 30, 2021)
 
governing an award of five thousand
 
(5,000) restricted stock units
 
eligible to vest in
connection with
 
the
 
Company’s
 
fiscal year
 
ended October
 
1, 2022
 
(“Equity Award
 
Agreement 1”),
 
including but
 
not limited
 
to the
 
employment and
 
income tax
withholding obligations therein,
 
the Company will
 
electronically deliver to
 
you such shares,
 
net of any shares
 
deducted for tax withholding
 
purposes, as soon
 
as practical
following the expiration of the revocation period referenced
 
below.
 
II.
 
Release of Claims & Agreement to Cooperate
In exchange for the above-referenced
 
separation benefits, you, for
 
yourself and your heirs, executors,
 
administrators, legal representatives,
 
successors and assigns, agree
to and do hereby release, and forever
 
discharge the Company, its subsidiaries, affiliates and related companies,
 
as well as their respective directors,
 
officers, employees,
agents, predecessors, parent companies, subsidiaries, assigns, successors, affiliated entities,
 
employee benefits plans, shareholders, and any other entities or individuals
(collectively “Released Parties”)
 
with respect to
 
any and
 
all claims
 
(which term is
 
defined as
 
including, but is
 
not limited,
 
to causes
 
of action,
 
suits, debts,
 
sums of
money, agreements, promises, damages, costs, losses, expenses
 
and demands whatsoever, at law or in
 
equity, or before any federal, state or local
 
administrative agency,
whether known or unknown, whether accrued or unaccrued,
 
whether contingent or certain) which you now have,
 
or any claims whatsoever which may hereafter
 
arise
or accrue on account of the
 
events, circumstances or occurrences related to your employment with the
 
Company and/or its parent companies, affiliates or
 
subsidiaries
up to and including
 
the date that you
 
sign this Agreement, or
 
the termination of the
 
employment relationship between
 
you and the Company
 
and/or its parent companies,
affiliates
 
or
 
subsidiaries, including,
 
without
 
limitation, any
 
claims
 
for
 
or
 
under:
 
(1)
 
breach
 
of
 
contract,
 
express
 
or
 
implied
 
(including breach
 
of
 
the
 
Employment
Agreement, Equity
 
Award
 
Agreement 1,
 
the Restricted
 
Stock Unit
 
and Performance
 
Unit Award
 
Agreement entered
 
into between
 
you and
 
the Company
 
effective
December 15, 2021 (dated November 30, 2021)
 
governing an award of five thousand (5,000)
 
restricted stock units and five
 
thousand (5,000) performance units eligible
to vest
 
in connection
 
with the
 
Company’s fiscal
 
year ending
 
September 30, 2023,
 
and/or the
 
achievement of
 
certain performance
 
measures in
 
connection therewith
(“Equity Award
 
Agreement 2”),
 
and the
 
Restricted Stock
 
Unit Award
 
Agreement entered
 
into between
 
you and
 
the Company
 
effective December
 
15, 2021
 
(dated
November 30,
 
2021) governing
 
an award
 
of thirteen
 
thousand (13,000)
 
restricted stock
 
units eligible
 
to vest
 
in connection
 
with the
 
Company’s
 
fiscal year
 
ending
September 28, 2024 (“Equity Award
 
Agreement 3”)); (2) Title
 
VII of the Civil Rights
 
Act of 1964, as amended
 
by the Civil Rights
 
Act of 1991, as
 
well as any state
employment discrimination laws; (3) the Americans with Disabilities Act of 1990 and any amendments
 
thereto, including the ADA Amendments Act of 2008; (4) the
Employee Retirement Income
 
Security Act; (5)
 
the False Claims
 
Act (including the
 
qui tam
 
provision thereof); (6)
 
the Occupational
 
Safety and Health
 
Act; (7) the
Family and Medical Leave Act of 1993 or any similar leave law in Georgia or any other state; (8) intentional or negligent infliction of emotional distress or “outrage”;
(9) defamation, libel
 
or slander; (10)
 
interference with employment
 
and/or contractual relations
 
or prospective business
 
advantage; (11) wrongful or
 
retaliatory discharge
or wrongful termination
 
in violation of
 
public policy; (12)
 
invasion of privacy;
 
(13) breach of
 
the implied covenant
 
of good faith and
 
fair dealing; (14)
 
fraud; (15) Section
1981 of the Civil Rights Act
 
of 1866, as amended; (16) Executive
 
Orders 11246, 13496 and 11141; (17) the Equal Pay Act
 
of 1963 or any amendments thereto;
 
(18) the
Consolidated Omnibus Budget
 
Reconciliation Act of
 
1985; (19) the Rehabilitation
 
Act of 1973; (20)
 
the Sarbanes-Oxley Corporate Reform
 
Act of 2002;
 
(21) the Health
Insurance Portability and Accountability Act of 1996;
 
(22) the Lilly Ledbetter Fair Pay Act of
 
2009; (23) the Fair Credit Reporting
 
Act; (24) claims arising under the
United States and/or the constitutions of Georgia or any
 
other state; (25) claims for wages and overtime pay,
 
equity compensation, commissions, bonuses, or vacation
pay under Georgia’s
 
wage payment, labor or similar laws, regulations and
 
wage orders as well as any
 
similar laws, regulations or wage orders in
 
any other state; (26)
any claims arising under
 
any other federal, state
 
or local law,
 
statute, regulation, ordinance, treaty
 
or law of
 
any other type,
 
or any other
 
cause of action or
 
theory of
recovery arising by
 
virtue of your
 
employment relationship and/or affiliation
 
with the Company
 
or any public
 
policy, tort
 
or common law
 
or any express
 
or implied
 
 
2
contracts; (27) any claims for present or future effects of past events
 
or actions; (28) any common law claims or claims founded
 
in tort for negligence, negligent hiring,
negligent training or negligent supervision, promissory estoppel, detrimental reliance, quantum meruit,
 
unjust enrichment, breach of contract (oral, written or implied),
or any other
 
equitable basis or action;
 
(29) claims that
 
the Company treated or
 
dealt with you
 
unfairly; (30) the Age
 
Discrimination in Employment Act
 
of 1967 (29
U.S.C. 626) (“ADEA);
 
(31) the Delta Apparel, Inc. 2020 Stock Plan; and/or
 
(32) the Delta Apparel, Inc. Short-Term Incentive Compensation Plan.
 
In connection with the foregoing, you acknowledge and
 
agree that:
 
1.
The Company has paid
 
you all amounts due under
 
the Employment Agreement other than
 
your regular base wages earned
 
through the Separation Date
 
and any
valid, reimbursable business expenses properly submitted by you
 
for reimbursement pursuant to the Company’s established policies and programs.
 
2.
Your
 
separation from
 
employment with
 
the
 
Company is
 
not
 
a
 
result
 
of
 
the
 
Company’s
 
breach, material
 
or
 
otherwise, of
 
any
 
provision
 
of
 
the
 
Employment
Agreement.
 
3.
You are not entitled to any of the post-termination benefits set forth in Section 2(c), 5 or Section 6 of the
 
Employment Agreement.
 
4.
Other than
 
the above-referenced
 
five thousand
 
(5,000) restricted
 
stock units
 
awarded pursuant
 
to Equity
 
Award
 
Agreement 1
 
and payable
 
in shares
 
of Delta
Apparel, Inc. common stock in accordance with Equity Award
 
Agreement 1 and Paragraph 4 of Section 1 Separation Benefits in exchange for the Release contained in this Agreement and your compliance with the foregoing
response obligations, you
 
are not entitled
 
to any payment,
 
share award or
 
delivery, or
 
other benefit or
 
amount pursuant to
 
Equity Award
 
Agreement 1, Equity
Award
 
Agreement 2,
 
Equity Award
 
Agreement 3,
 
the Delta
 
Apparel, Inc.
 
2020 Stock
 
Plan, the
 
Delta Apparel,
 
Inc. ShortTerm
 
Incentive Compensation
 
Plan, or
 
the
Employment Agreement, including but not limited to Section
 
2(c) of the Employment Agreement.
 
Waiver of Rights or Claims under the ADEA
 
You specifically acknowledge that your waiver and release include, but are not limited to, claims under the ADEA. Specifically, you recognize and acknowledge that
your waiver and release of
 
rights and claims under the
 
ADEA shall be considered knowing and voluntary
 
due to the following: (i)
 
your waiver and release of
 
rights
and claims under the
 
ADEA is part of
 
this written Release and
 
Agreement between you,
 
as employee, and the
 
Company, as employer, and has been written
 
in a manner
which you understand; (ii) your
 
waiver and release of rights
 
and claims under the ADEA
 
specifically includes any claims which could have
 
been brought under the
ADEA; (iii) you are
 
not waiving or
 
releasing any rights or
 
claims under the ADEA
 
that may arise after
 
the date this
 
Agreement is signed; (iv)
 
you are waiving and
releasing rights or
 
claims under the
 
ADEA only in
 
exchange for the
 
above-referenced separation benefits;
 
(v) you have
 
been advised in
 
writing to consult
 
with an
attorney prior
 
to agreeing to
 
waive and release
 
rights and claims
 
under the
 
ADEA; (vi) you
 
hereby waive, on
 
the advice
 
of counsel, your
 
right to have
 
21 days
 
to
consider agreeing to waive and release rights and claims under the ADEA; (vii) you shall have 7 days following the signing of this Agreement to revoke your waiver
and release of rights and
 
claims under the ADEA, and your
 
waiver and release of rights and
 
claims under the ADEA shall not become
 
effective or enforceable until
such revocation period has expired; and (viii)
 
you understand that your revocation of your
 
waiver and release of rights and claims under
 
the ADEA must be in writing
and received
 
by the
 
Company’s Chief Administrative
 
Officer at 201
 
W. McBee Avenue, Suite 320,
 
Greenville, South
 
Carolina 29601,
 
within 7
 
days after
 
your execution
of this Agreement.
 
You acknowledge that this Agreement does not encompass the
 
following: (i) any rights
 
or claims that may arise after
 
you sign this Agreement; (ii)
 
any rights or claims
that arise under any state’s workers’ compensation laws; (iii) any rights or claims prohibited by applicable law from
 
being included in this Agreement; (iv) any rights
or claims
 
to enforce
 
or to
 
challenge the validity
 
of this
 
Agreement; and (v)
 
any rights
 
or claims
 
to participate
 
in any
 
proceedings before an
 
administrative agency
responsible for enforcing labor and/or employment
 
laws, e.g., the Equal Employment Opportunity
 
Commission; you agree, however, to waive and release
 
any right to
receive any monetary award for any charge or action against the
 
Released Parties from any proceedings before an administrative
agency responsible
 
for enforcing
 
labor and/or
 
employment laws.
 
You
 
further acknowledge
 
that nothing
 
in this
 
Agreement (including
 
the confidentiality
 
and non-
disparagement provisions) shall be
 
construed to limit your right
 
to
 
participate in
 
administrative
 
proceedings,
 
to
 
provide
 
information
 
to
 
an
 
agency
 
responsible
 
for
 
enforcing unemployment compensation laws, or to file an
 
action to enforce or to challenge the validity of this Agreement.
 
 
III.
 
Other Matters
 
You represent and agree that you have been paid and have received all paid or unpaid leave, compensation,
 
wages, overtime, paid time off (excluding unused paid time
off, vacation
 
or sick
 
pay, to
 
which you are
 
not entitled), bonuses,
 
benefits and/or expense
 
reimbursements to which
 
you may
 
be entitled
 
and that no
 
other amounts,
except as provided in this Agreement, are due to you. Without
 
waiving any prospective or retrospective rights under the Fair Labor Standards Act, you admit
 
that you
have received from the
 
Company all rights
 
and benefits, if any,
 
due or potentially due
 
to you pursuant
 
to the Fair
 
Labor Standards Act or
 
similar Georgia law.
 
You
understand and acknowledge that it is the parties’ intent to release
 
all claims that can be legally released but no more
 
than that.
 
You affirm that while you were employed with the Company, you had no known and unreported workplace injuries or occupational diseases
 
and were not denied leave
under the Family and Medical Leave Act of 1993 or any similar
 
leave law in any other state.
 
You represent that you have not filed any civil actions or other suits, arbitration or other claims against the Company or any of the other Released Parties,
 
and agree, to
the full
 
extent permitted by
 
law, that
 
you will not
 
file civil actions
 
or suits or
 
arbitration or other
 
claims against Company
 
or any of
 
the other Released
 
Parties with
respect to any claims that arose before and up to the date you sign this Agreement or any
 
claim released herein. By signing this Agreement, you
 
acknowledge that you
have waived all
 
of the claims described above against the
 
Released Parties
 
and acknowledge that you will not seek or accept any individual remedy
 
or damages from
any such party arising from any civil action that arises as of the execution of this Agreement.
 
You agree that the Company or any
 
of the other Released Parties would
and will be entitled to summary judgment in any such
 
action based, among other grounds, on this Agreement.
 
You
 
agree that: (i) should you breach
 
or fail to comply with
 
any part of this Agreement,
 
(ii) exercise your right hereunder to
 
revoke your waiver and release of
 
rights
and claims under the ADEA, or (iii) challenge the enforceability of some or all of the language in this
 
Agreement, the above-referenced consideration provided by the
Company in Section
 
I Separation Benefits consisting of giving you the opportunity to voluntarily resign from
 
your employment with the Company and the Company’s
waiver of the
 
advance notice requirements
 
in Section 4(d)
 
of the Employment
 
Agreement may be
 
invalidated in the
 
Company’s sole
 
discretion. You
 
also agree that
should you breach or fail to comply with any part of this
 
Agreement or exercise your right hereunder to revoke your waiver and release of rights and claims under
 
the
ADEA, the
 
consideration to
 
which you
 
will be
 
entitled under
 
Paragraph 2
 
of Section
 
I Separation
 
Benefits shall
 
be reduced
 
to Ten
 
Thousand and
 
00/100 Dollars
($10,000), and
 
all terms
 
and conditions
 
in this
 
Agreement other
 
than your
 
waiver/release of
 
claims under
 
the ADEA
 
shall remain
 
fully binding
 
and enforceable.
 
Moreover,
you agree that if a challenge is made to the enforceability of some or all of the language in this Agreement, and a suit, demand, or claim is brought by you
 
against any
Released Party, the Released Party will be entitled to a set-off in the full amount of payments
 
made pursuant this Agreement in any action brought.
 
You
 
affirm that you
 
have made the
 
Company aware of
 
each and every
 
fact relating to
 
any alleged wrongdoing or
 
violations of laws,
 
regulations, rules or mandatory
standards or
 
requirements by the
 
Company, its
 
affiliates, subsidiaries or
 
related entities or
 
the officers,
 
directors, employees, agents
 
and representatives of
 
any such
entities that you can
 
recall at this time, and
 
that you know of
 
no facts whatsoever that relate
 
in any way to
 
any alleged wrongdoing or violations of
 
laws, regulations,
 
 
 
 
 
 
3
rules or
 
mandatory standards
 
or requirements
 
by the
 
Company, its affiliates,
 
subsidiaries or
 
related entities
 
or the
 
officers, directors, employees,
 
agents and
 
representatives
of any such entities, including but not limited to any
 
violations of internal Company policies or procedures or any
 
law or regulation.
You represent and warrant that you have not assigned, transferred
 
or conveyed to any individual or
 
entity any alleged right, claim or cause
 
of action of any kind which
is included within this Agreement and/or Release
 
and that you are aware of no
 
lien or other encumbrance on your
 
rights, claims, and causes of action, and that
 
you are
entitled to receive from the Company payment of the proceeds due
 
to you under the Agreement.
 
You
 
agree to
 
reasonably and
 
timely respond
 
to the
 
Company after
 
today, upon
 
the
 
Company’ s
 
request
 
and for
 
a period
 
of six
 
months, regarding
 
any
questions related to matters in which you were involved while an employee
 
of the Company.
 
 
You
 
understand that
 
should you
 
violate this
 
Agreement or
 
threaten the
 
same, the
 
Company will
 
be entitled
 
to an
 
injunction restraining
 
you from
 
such violation
 
or
threatened violation and will be entitled to recover the costs
 
and attorneys’ fees incurred in pursuing an injunction.
 
You acknowledge that, before signing this Agreement, you were given
 
adequate time to consider this Agreement.
 
You further acknowledge that: (i) you took advantage
of that time to consider
 
this Agreement before signing
 
it; (ii) you carefully read
 
this Agreement; (iii) you
 
had the opportunity to consult
 
with an attorney before agreeing
to the terms of this Agreement and were hereby advised in writing to do so by the Company; (iv) you were, in fact, advised by counsel on the terms of the Agreement,
which your counsel negotiated,
 
(v) you fully understand
 
what this Agreement means;
 
and (vi) you are
 
entering into this Agreement
 
voluntarily, on the advice of counsel.
 
You
 
affirm, covenant, and warrant that
 
you are not a
 
Medicare beneficiary and are not
 
receiving, have not received in the
 
past, will not have received
 
at the time of
payment under
 
this Agreement, are
 
not entitled
 
to, are
 
not eligible
 
for, and
 
have not
 
applied for
 
or sought
 
Social Security
 
Disability or Medicare
 
benefits.
 
If any
statement in the preceding sentence is incorrect
 
(for example, but not limited to, if
 
you are a Medicare beneficiary,
 
etc.), the following sentences (i.e., the remaining
sentences of this paragraph) apply.
 
You affirm, covenant, and warrant you have made no claim for illness or injury against, nor are you aware of any facts supporting
any claim against,
 
the Released Parties under
 
which the Released
 
Parties could be
 
liable for medical
 
expenses incurred by you
 
before or after
 
the execution of
 
this
Release.
 
You know of no medical expenses that
 
Medicare has paid and
 
for which the Released
 
Parties are or could
 
be liable now or in
 
the future. You agree and affirm
that, to the best of your knowledge,
 
no liens of any governmental entities,
 
including those for Medicare conditional payments,
 
exist.
 
You will indemnify, defend, and
hold the
 
Released Parties harmless
 
from Medicare claims,
 
liens, damages, conditional
 
payments, and
 
rights to
 
payment, if
 
any,
 
including attorneys’ fees,
 
and you
further agree to
 
waive any and
 
all future private
 
causes of
 
action for damages
 
under 42 U.S.C
 
.§ 1395y(b)(3)(A), et
 
seq. The Company
 
and you acknowledge
 
and
understand that any present
 
or future action or
 
decision by the Centers
 
for Medicare & Medicaid
 
Services or Medicare
 
on this Release, or
 
your eligibility or entitlement
to Medicare or Medicare payments, will not render this
 
release void or ineffective, or in any way affect the finality of this Release.
 
 
IV.
 
Return of Company Property
You hereby certify that all Company
 
property, such as files, data,
 
keys, manuals, designs,
 
artwork, etc. and including
 
any customer related
 
or vendor related information,
product samples,
 
product information,
 
shipping, logistics
 
or
 
transportation information,
 
technical information,
 
any financial,
 
accounting, sales,
 
or purchase
 
related
information, and/or any other Company confidential
 
information you have in your possession
 
has been returned to the Company. In addition, you hereby
 
certify that all
Company information in your possession in electronic form, including any customer related or vendor related information, product or design information or materials,
samples, shipping,
 
logistics or
 
transportation information,
 
technical information,
 
any financial,
 
accounting, sales,
 
or purchase
 
related information,
 
and/or any
 
other
Company confidential information has been returned
 
to the Company.
 
V.
 
Confidentiality and Non-Disparagement
Both parties
 
to this
 
Agreement agree
 
not to
 
disclose or
 
publicize the
 
existence or
 
contents of
 
this Agreement,
 
including the
 
amount of
 
monetary payments
 
and the
Release, except (i) to prepare a
 
party’s income tax
 
returns or financial records; (ii) to
 
satisfy the requirements of applicable law or
 
regulation; (iii) to comply with the
lawful orders or processes of the
 
courts; (iv) to enforce or
 
comply with this Agreement; or (v)
 
as otherwise may be agreed to
 
in writing by both parties in
 
advance of
any disclosure. Notwithstanding the
 
foregoing, the Company may disclose
 
the existence or contents
 
of this Agreement to
 
the extent required by
 
applicable securities
laws or regulations, including
 
but not limited to
 
filing the Agreement with the
 
United States Securities and
 
Exchange Commission .
 
You
 
agree to avoid making
 
any
disparaging comments about
 
any of the
 
Released Parties, whether
 
orally or
 
in writing.
 
For purposes of
 
this Agreement, “disparage”
 
means remarks, comments,
 
or
statements that impugn an individual’s character, honesty,
 
integrity, morality,
 
business acumen, or abilities, where such comments relate to the individual’s or
 
entity’s
dealings with
 
customers, vendors, or
 
business partners.
 
You
 
agree to
 
not disclose
 
to anyone
 
not expressly
 
authorized by the
 
Company any
 
confidential information
concerning the Company and
 
its affiliates and subsidiaries,
 
specifically including information
 
concerning the Company’s trade
 
secrets, strategy,
 
future plans, non-public
sales and profit data, and financial condition; provided, however, that this Agreement does not prohibit or restrict you from initiating communications directly with, or
responding to any inquiry from, or providing testimony before, any selfregulatory organization or state or federal regulatory authority,
 
regarding this Agreement or its
underlying facts or circumstances.
 
Any cooperation provision in the Agreement does not require
 
you to contact the Company regarding the subject matter of any such
communications before engaging in such communications.
 
This Agreement sets forth the entire agreement between you
 
and the Company regarding the subject matter of
 
this Agreement.
 
In the event of any conflict between the
terms and conditions of this Agreement
 
and those of Equity Award Agreement 1, Equity
 
Award Agreement 2, Equity Award Agreement
 
3, the Delta Apparel, Inc. 2020
Stock Plan, the Delta Apparel, Inc. Short-Term Incentive Compensation Plan, the Employment Agreement,
 
or any other agreement between you and the Company, the
terms and conditions of this Agreement will govern. This Agreement may not
 
be modified or cancelled in any manner except by a
 
writing signed by both you and the
Company’s Chief Administrative Officer.
 
You acknowledge that the Company has made no promises to
 
you other than those in this Agreement.
 
This Agreement binds
your heirs, administrators, representatives,
 
executors, successors, and assigns
 
and will inure to
 
the benefit of the
 
Released Parties and their
 
respective successors, agents,
employees, and assigns.
 
No statement in this Agreement, payment made pursuant to this Agreement or other participation or performance by the Company hereunder
constitutes an admission of any violation of law or any wrongdoing
 
whatsoever. The Company expressly denies any wrongdoing or violation of law.
 
This Agreement, including the nature, validity,
 
and effect of this Agreement, will be
 
governed by, construed, and enforced in
 
accordance with the laws of the State
 
of
Georgia.
 
If any provision of this Agreement is determined
 
to be invalid or unenforceable, either in whole
 
or in part, this Agreement shall be deemed amended
 
to delete
or modify any such invalid or unenforceable provisions and
 
the remainder of the Agreement shall be given full force
 
and effect.
 
There shall be no waiver of any portion of this Agreement
 
unless the waiver is evidenced in writing.
READ THIS
 
AGREEMENT CAREFULLY
 
AND CONSIDER ALL
 
OF ITS
 
PROVISIONS BEFORE SIGNING
 
IT.
 
THIS AGREEMENT INCLUDES
 
A
RELEASE OF KNOWN AND UNKNOWN CLAIMS.
 
IF YOU WISH, YOU SHOULD CONSULT WITH YOUR ATTORNEY.
 
THIS
 
AGREEMENT
 
IS
 
NOT
 
EFFECTIVE
 
UNLESS
 
AND
 
UNTIL
 
SIGNED
 
BY
 
AN
 
AUTHORIZED
REPRESENTATIVE
 
OF DELTA
 
APPAREL,
INC.
 
AGREED AND ACCEPTED:
 
4
DELTA
 
APPAREL, INC.
 
By: /s/ Justin M. Grow
Title: EVP & Chief Administrative Officer
Date: December 7, 2022
 
 
/s/ Simone C. Walsh
 
December 7, 2022
 
SIMONE C. WALSH
 
December 7, 2022