Exhibit 10.1
SECOND AMENDMENT TO COOPERATION AGREEMENT
This Second Amendment to Cooperation Agreement (this “Second Amendment”), dated and effective as
of January 16, 2025 (the “Second Amendment Effective Date”), is entered into by and among Barington Companies Equity Partners, L.P., a Delaware limited partnership, Barington Capital Group,
L.P., a Delaware limited partnership, Barington Companies Management, LLC, a Delaware limited liability company, and James A. Mitarotonda (each, a “Barington Party,” and together, the “Barington
Parties”), and Hanesbrands Inc., a Maryland corporation (the “Company”).
WHEREAS, the Company and
the Barington Parties are parties to a Cooperation Agreement dated November 16, 2023, and amended October 11, 2024, regarding the composition of the Board of Directors of the Company (the “Board”) and certain other
matters (such agreement, as previously amended, the “Agreement”);
WHEREAS, the Company and the Barington Parties
desire to further amend the Agreement as set forth herein; and
WHEREAS, Section 17 of the Agreement permits the amendment of the
Agreement pursuant to a written agreement executed by the Company and the Barington Parties;
NOW, THEREFORE, in consideration of and
reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Barington Parties and the Company agree as follows:
1. Amendments to the Agreement. Effective as of the Second Amendment Effective Date, the Agreement is hereby amended as follows:
(a) Section 3(h) of the Agreement shall be amended and restated in its entirety as follows:
Termination of Advisor Agreement. From and after March 31, 2025, the Advisor may, by providing written notice to the Company (the
“Advisor Termination Notice”), terminate this Section 3, and upon receipt by the Company of the Advisor Termination Notice, all of the rights and obligations of the Advisor, the Principal, the Barington Parties, and the
Company pursuant to this Section 3 (other than the Barington Parties’ confidentiality obligations pursuant to Section 3(f)), shall cease and be of no further force and effect.
(b) Section 7(i) of the Agreement shall be amended and restated in its entirety as follows:
(i) the term “Cooperation Period” means the period commencing on the Effective Date and ending on November 30, 2025;
(c) Section 12 of the Agreement shall be amended and restated in its entirety as follows:
