DELTA APPAREL, INC: Change of directors or key officers, financial statements and supporting documents (form 8-K)

Article 5.02. Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain agents.

Resignation of the CFO

At 23 November 2021, Deborah H. Merrill tendered her resignation as Chief Financial Officer and President, Delta Group of Delta Apparel, Inc. (the company “). Mrs. Merrill has agreed to continue working with the Company through
January 22, 2022 to assist in the orderly transition of its responsibilities. She will resign from her position as Chief Financial Officer, effective December 15, 2021, and as president, Delta Group and all other positions held within the Company and its subsidiaries, from January 22, 2022.

Appointment of the Chief Financial Officer

At November 30, 2021, the Company announced that Simone walsh has been appointed by the board of directors of the company to the position of vice president, chief financial officer and treasurer of the company, effective December 15, 2021. Mrs. Walsh will report to Robert W. Humphreys, President and Chief Executive Officer of the Company, and will act as the principal financial officer and chief accountant of the Company.

Mrs. Walsh, 49, recently held the position of Vice President – Assistant Controller of Novelis inc., since September 2020. Previously, she held the positions of Chief Accounting Officer, Controller and Senior Accountant of PRGX Global, Inc. of april 2019 To September 2020 and as Vice-President – Finances of august 2017 To april 2019. Mrs. Walsh worked as a consultant for Steele Consulting of October 2016 To july 2017 lead a process of taxation and sale of certain transactions of Limited wired and wireless communication has a we
public company. Before that, Mrs. Walsh was Senior Manager – Finance, Home Services for The Home Depot, Inc. from january 2015 To april 2016
and as Senior Director – Taxation from 2012 to 2014. Mrs. Walsh has also held other managerial and senior financial positions in various other companies and started his career as a chartered accountant, working both Ernst and Young and Deloitte. Mrs. Walsh holds a bachelor’s degree in commerce from University of Wollongong (Australia) and a Master of Business (Accounting and Finance) from the Sydney University of Technology (Australia). Mrs. Walsh is both an Australian and UK Certified Public Accountant.

As part of his appointment, Mrs. Walsh entered into an employment contract with the Company on November 30, 2021 (the agreement “). Unless terminated earlier in accordance with its terms, the Agreement shall enter into force on December 15, 2021 through December 31, 2024. In accordance with the Agreement, Mrs. Walsh will receive an annual base salary of $ 400,000 and will be eligible to participate in the Company’s short-term incentive compensation plan (“STIC plan”) starting in fiscal 2022. For fiscal 2022, his overall base participation level in the STIC plan will be $ 150,000. Besides, Mrs. Walsh will receive service-based restricted stock units and performance units in the following amounts: (i) 23,000 service-based restricted stock units which may be vested after the filing of the Company’s annual report on the form 10-K from
SECOND for the next three fiscal years as follows: (a) 5,000 for fiscal year 2022, (b) 5,000 for fiscal year 2023 and (c) 13,000 for fiscal year 2024; and (ii) 5,000 performance units that can be vested after the achievement of certain performance criteria and the filing of the Company’s annual report on Form 10-K with the SECOND for fiscal year 2023. Share grants are subject to the terms and conditions of the Delta Clothing, Inc. 2020 Action Plan and those contained in the applicable allocation agreement. In addition, the Company will pay Mrs. Walsh a one-time cash login bonus in the amount of $ 100,000.

If the Agreement is terminated due to Mrs. Walsh’s death or disability, Mrs. Walsh (or his estate) is entitled to receive his basic salary for a period of six months. In the event of termination by the Company for a valid reason (as defined in the Contract), or terminated by Mrs. Walsh without material breach on the part of the Company, Mrs. Walsh is entitled to receive any accrued but unpaid wages and reimbursable expenses. In the event of termination by the Company without cause, not renewed by the Company or terminated by Mrs. Walsh following a serious breach by the Company, Mrs. Walsh is entitled to receive any accrued but unpaid salary and reimbursable expenses, plus twelve months of base salary and 100% of the STIC plan award earned by Mrs. Walsh for the most recent complete fiscal year before termination of employment. Moreover, if Mrs. Walsh terminates his employment within one year of a change of control (as defined in the agreement) for a good reason (as defined in the agreement) or the company or his successor terminates his employment for any reason other than cause, death or disability within one year following a change of control, then Mrs. Walsh is entitled to receive a lump sum of: (i) his annual base salary on the date of termination of employment; and (ii) the greater of an amount equal to her STIC Base Incentive Amount for fiscal year 2022 or an amount equal to the amount of the STIC Plan award that she received for the most recent fiscal year prior to termination. The Company will also provide Mrs. Walsh with placement assistance and, if chosen, COBRA coverage for up to twelve months, to the extent permitted by Section 409A of the Internal Revenue Code and the terms of applicable benefit plans.

The above summary of the Agreement is qualified in its entirety by reference to the text of the Agreement, which is attached hereto as Exhibit 10.1 to this current Report on Form 8-K and which is incorporated herein by reference.

There is no arrangement or agreement under which Mrs. Walsh was appointed vice president, chief financial officer and treasurer of the company. There is no family relationship between Mrs. Walsh and any of the directors or officers of the Company, and there are no related party transactions involving Mrs. Walsh which are to be declared under Article 404 (a) of Regulation SK.

At November 30, 2021, the Company issued a press release announcing this leadership transition. A copy of the press release is provided as Exhibit 99.1 of this Form 8-K.

Negotiation of the general manager’s employment contract

At November 29, 2021, the Company and Robert W. Humphreys has agreed to negotiate and finalize the terms of an amendment to his existing employment contract in good faith in the near future with the following key terms: (i) the duration of his existing employment contract will be extended by filing the report of the Company on Form 10-K with the SECOND for fiscal year 2024; (ii) Mr. Humphreys the annual base salary will be increased to $ 850,000, effective January 1, 2022; and (iii) for fiscal year 2022, its overall basic participation level in the STIC plan will be $ 750,000.

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Article 9.01. Financial statements and supporting documents.

           (d) Exhibits.

Part Number Description

                 Employment Agreement between Delta Apparel, Inc. and Simone Walsh
10.1           dated November 30, 2021.

99.1             Press release issued by Delta Apparel, Inc. on November 30, 2021.

104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document).

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