2004 Non-employee Director Stock Plan

DELTA APPAREL, INC.
2004 NON-EMPLOYEE DIRECTOR STOCK PLAN


1. PURPOSE. The purpose of the 2004 Non-Employee Director Stock Plan (the "Plan") is to include equity as a component of the compensation of non-employee members of the Board of Directors (the "Board") of Delta Apparel, Inc. (the "Company").


2. EFFECTIVE DATE AND TERM OF PLAN. Subject to approval of the shareholders of the Company in accordance with applicable law and securities exchange rules, the Plan shall be effective as of October 1, 2004 and shall remain in effect until the earlier of (a) the date the Plan is terminated by the Board; or (b) October 1, 2009.


3. ELIGIBILITY. Any member of the Board who is not an employee of the Company or any of its subsidiaries shall be eligible to receive an award under the Plan.


4. ADMINISTRATION. The Compensation Grants Committee of the Board (the "Committee") shall administer the Plan, provided that the Board at any time may elect to exercise the authority of the Committee under the Plan. Each reference herein to the Committee shall be understood to include reference to the Board when it elects to exercise such authority. Subject to the express provisions of this Plan, the Committee shall have the authority to do all things that it may deem necessary or desirable in connection with the administration of the Plan, including without limitation the authority (a) to establish, modify and revoke rules relating to the Plan; (b) to interpret the terms of the Plan, any rules under the Plan and the terms and conditions of any award under the Plan; (c) to approve the form and content of any documentation relating to awards under the Plan or Plan administration; and (d) consistent with the express provisions of the Plan, to approve, establish and amend (subject to the award recipient's consent except with respect to amendments pursuant to Section 8) the terms governing an award under the Plan. All determinations, interpretations and decisions made by the Committee under or with respect to the Plan and awards under the Plan shall be final, conclusive and binding on the Company, each eligible person, each Plan participant and any beneficiary of an award. No member of t ...