MAIDENFORM BRANDS, INC. 2005 ANNUAL PERFORMANCE BONUS PLAN

Exhibit 10.1

MAIDENFORM BRANDS, INC.

2005 ANNUAL PERFORMANCE BONUS PLAN

(as amended and restated effective as of April 3, 2009 )

The purpose of the Plan is to attract, retain and motivate key employees by providing performance awards to designated key employees of the Company or its Subsidiaries.  The Plan was initially adopted by the Board effective as of January 2, 2005, and is hereby amended and restated in its entirety in the form set forth herein , effective as of April 3, 2009, to provide, among other things, that the Company may continue to grant Awards under the Plan after the 2009 annual meeting of the Company’s stockholders.  The Plan, as amended and restated, is not subject to the approval by the stockholders of the Company.  Accordingly, Awards granted under the Plan are not intended to, and will not, comply with the exception for performance based compensation under Section 162(m) of the Code following April 3, 2009 .

Unless the context otherwise requires, the words that follow shall have the following meanings:

(a)           “Award” shall mean a performance award under the Plan.

(b)           “Board” shall mean the Board of Directors of the Company.

(c)           “Code” shall mean the Internal Revenue Code of 1986, as amended, and any successor thereto.

(d)           “Code Section 409A” shall mean Section 409A of the Code and the regulations and guidance promulgated thereunder

(e)           “Company” shall mean Maidenform Brands, Inc. and any successor by merger, consolidation or otherwise.

(f)           “Committee” shall mean the Compensation Committee of the Board or such other committee of the Board that is appointed by the Board to administer the Plan.

(g)           “Common Stock” means the common stock, $0.01 par value per share, of the Company.

(h)           “Participant” shall mean any employee of the Company or any Subsidiary selected, in accordance with Section 4 hereof, to be eligible to receive an Award in accordance with the Plan.

(i)           “Performance Period” shall mean each fiscal year of the Company or such other period (as specified by the Committee) over which performance is to be measured.

(j)           “Performance Goals” shall mean the objective performance goals, criteria, formulas and standards described in Section 6 hereof.

(k)           “Plan” shall mean the Maidenform Brands, Inc. 2005 Annual Performance Bonus Plan.

(l)           “Subsidiary” shall mean any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.

(a)           The Plan shall be administered by the Committee.  The Committee shall have the exclusive authority and responsibility to make all determinations and take all other actions necessary or desirable for the Plan’s administration, including, without limitation, correcting any defect, supplying any omission or reconciling any inconsistency in the Plan in the manner and to the extent it shall deem necessary to carry the Plan into effect.  The Committee may, in its discretion, delegate its authority and responsibility under the Plan to the extent permitted by applicable law, provided that the Committee may not delegate authority or responsibility with respect to individuals subject to Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

(b)           Decisions of the Committee shall be made by a majority of its members.  All decisions of the Committee on any question concerning the selection of Participants and the interpretation and administration of the Plan shall be final, conclusive and binding upon all parties.  The Committee may rely on information, and consider recommendations, provided by the Board or the executive officers of the Company.

(a)           For each Performance Period, the Committee shall select, in its discretion, the employees of the Company or its Subsidiaries who are to participate in the Plan.

(b)           No person shall be entitled to any Award for a Performance Period unless the individual is an employee of the Company or a Subsidiary designated as a Participant for the Performance Period.  The Committee may add to or delete individuals from the list of designated Participants at any time and from time to time, in its sole discretion; provided that, subject to Section 5.2, once a person is designated as a Participant for a Performance Period such person shall not be removed as a Participant during such Performance Period.

5.1           PERFORMANCE AWARDS.  Subject to the satisfaction of any conditions on payment imposed by the Committee, each Participant shall be eligible to receive an Award based on the level of attainment during a specified Performance Period of the Performance Goals established for the Performance Period in accordance with Exhibit A, attached hereto, as determined by the Committee in its sole discretion.

5.2