EMPLOYMENT AGREEMENT

Execution Copy

EMPLOYMENT AGREEMENT

AGREEMENT dated as of December 10, 2008 between MAIDENFORM, INC., a New York corporation with a principal place of business at 485 F U.S. Highway 1 South, Iselin, NJ 08830 (the "Employer"), Steven Castellano (the "Employee"), and solely for purposes of Sections 3(c), 4, and 19, Maidenform Brands, Inc. (sometimes hereinafter referred to as "Parent").

WITNESSETH:

WHEREAS, the Employer wishes to employ the Employee for the period provided in this Agreement, and the Employee is willing to serve in the employ of the Employer for such period, upon the terms and conditions hereinafter provided;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows:

1.             Employment. The Employer hereby employs the Employee and the Employee hereby accepts employment upon the terms and conditions hereinafter set forth.

(b)             This Agreement shall automatically be renewed upon the expiration of the Initial Term for successive periods of one year each (each an "Additional Term"), unless either party notifies the other party in writing at least 120 days prior to the expiration of the Initial Term or any such Additional Term (the Initial Term and each Additional Term are collectively referred to as "Term of Employment").

3.              Compensation. (a) Base. During the Term of Employment, the Employer shall pay the Employee a base salary at not less than an annual rate of Three Hundred Twenty-Five Thousand ($325,000.00) Dollars, in accordance with the Employer's normal payroll practices (as increased in accordance with this Section 3(a), the "Base Salary"). Such Base Salary shall be reviewed at least annually by the Board of Directors of Maidenform Brands, Inc. (the "Board") and the Board may at any time increase (but not decrease) the Employee's Base Salary hereunder as the Board may in its sole and absolute discretion deem reasonable and appropriate.

(b)              Incentive Compensation. The Employee shall be a participant in the Maidenform Brands, Inc. 2005 Annual Performance Bonus Plan (the "Bonus Plan") for the period from December 30, 2007 through January 3, 2009 (the "2008 Fiscal Year") with achievement of 100% Actual Operating Percentage (as defined in the Bonus Plan) paying a bonus of 55% of Base Salary, payable in accordance with the Bonus Plan. For fiscal years thereafter during the Term of Employment, the Employee's incentive compensation shall be based on such performance goals permitted under the Bonus Plan (or any successor plan thereto) and subject to the conditions set forth in the Bonus Plan (or any successor plan thereto).

(c)              Equity Incentives.  Any equity Incentives granted in the form of Non-Qualified Stock Options, Non-Tandem Stock Appreciation Rights or Restricted Stock granted in the sole discretion of the Compensation Committee on or after the date hereof will vest and become exercisable in equal annual installments on each anniversary of the grant date over a four year period (provided the Employee is continuously employed by the Employer's Group (as defined below) through the applicable vesting date) subject to 100% acceleration of vesting upon a Change in Control (as defined in the Stock Incentive Plan). Upon the Employee's termination of employment by the Employer as a result of non-renewal of the Term of Employment by the Employer pursuant to Section 2(b) above or by the Employer without Cause (as defined below) or by the Employee for Good Reason (as defined below), such equity incentives shall become vested with respect to the number of shares that would have vested if the Employee's employment would have continued for an additional twelve month period. Following any such termination described in this Section 3(c)(i) or termination due to the Employee's Disability or death, equity incentives granted on or after the date hereof shall remain exercisable until the earlier of (1) the original expiration date of the option, or (2) one year following such termination of employment.

4.              Duties. During the Term of Employment, the Employee shall be engaged as Senior Vice President - Design and Merchandising of Maidenform, Inc. Parent and its subsidiary companies (hereinafter individually and collectively called the "Employer's Group"). The Employee shall have the responsibility and authority commensurate with such position, which duties shall include providing strategic direction and management of the Design and Merchandising function, subject to the supervision of the Chief Executive Officer or his designee. In addition, the Employee shall have such other or more specific responsibilities or duties with respect to the business of the Employer's Group consistent with the Employee's position as Senior Vice President - Design and Merchandising as may be determined and assigned to the Employee from time to time by or upon the authority of the Chief Executive Officer or his designee. The Employee shall also serve as an Officer or Director of any member of the Employer's Group as requested by the Employer without any additional compensation therefore other than as specified in this Agreement. The Employer has Director's and Officer's Liability Insurance in effect and will maintain Director's and Officer's Liability Insurance Coverage for benefit of Employee uninterruptedly in effect during the Term of Employment.

5.             Extent of Service. The Employee agrees to devote his best efforts, energies and skills to the faithful discharge of the duties and responsibilities attributable to his office, and to this end will devote his full working time and attention to the business and affairs of the Employer's Group. Employee shall be based at the Employer's Iselin, New Jersey office, but shall perform services hereunder at other locations as shall be reasonably appropriate. Notwithstanding the foregoing, it is understood that the Employee may devote reasonable time and attention consistent with the practice of other senior executives similarly situated, to civic or community affairs and to service on the Board of Directors or Advisory Board of other non-competing corporations, provided that (i) the Employee shall serve on no more than two such Corporate Boards or Advisory Boards at any time; (ii) the Compensation Committee shall have approved such Board memberships, which approval shall not be unreasonably withheld; and (iii) it does not interfere in any material way with the performance of his responsibilities to the Employer's Group under this Agreement or create a conflict of interest.

6.              Expenses. The Employee is authorized to incur reasonable, ordinary and necessary expenses in the performance of his duties hereunder consistent with the Employer's existing expense reimbursement policy, as it may be amended from time to time, and the Employer shall reimburse the Employee for all such expenses upon the presentation by the Employee, from time to time, of an account of such expenditures. To the extent any such reimbursements constitute taxable income to the Employee for federal income tax purposes, all such reimbursements shall be paid in accordance with the Employer's policy but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred.

7.              Vacation. The Employee shall be entitled to twenty (20) days of paid vacation during each of the successive twelve (12) month periods commencing on each July 1 of employment, or a pro rata portion thereof for any such successive period which is less than twelve (12) months. Vacation hereunder shall be taken at times which are mutually determined by the Employer and the Employee not to interfere, in any material respect, with the Employee's performance of his duties hereunder.

10.     Payments Upon Termination of Employment. (a) In the event the Employee's employment under this Agreement is terminated for any reason specified in Section 9 above this Agreement shall terminate and be deemed cancelled and the Employer shall be under no obligation hereunder either to continue the Employee's employment or to provide the Employee with any payment or benefit of any kind whatsoever, except for the Employee's Base Salary through the Termination Date paid in accordance with the Employer's normal payroll practices and such vested benefits or rights which the Employee may have accrued through the Termination Date hereunder or under any benefit plan of Employer (other than any severance pay plan maintained by the Employer) paid or provided in accordance with the terms and conditions of the applicable plan. In addition, in the event of termination pursuant to 9(B) or (C) above, the Employer shall also pay the amount of any incentive compensation as described in Section 3(b) hereof to which the Employee would have been entitled for the year of termination had the Employee's employment not terminated, prorated to the Termination Date based on the number of days actually employed during the applicable year, payable when such incentive compensation would be payable to other employees for that year in accordance with the applicable bonus plan and based upon actual results and the Employer's financial performance for the full applicable year. In addition, in the event of termination pursuant to 9(B) or (C) above, the Employee shall be entitled to benefits under any group life insurance or disability insurance benefits provided in accordance with the Employer's welfare benefit plans.

(b)     The Employee's employment under this Agreement may also be terminated on fifteen (15) days' prior notice by the Employer not for Cause and it may be terminated by the Employee for Good Reason if circumstances constituting Good Reason exist, and neither of such terminations of employment shall be a breach of this Agreement by the Employer so long as the benefits set forth below are provided to the Employee. In the event that the Employee's employment with the Employer is terminated by the Employer as a result of non-renewal of the Term of Employment pursuant to Section 2(b) above or terminated by the Employer without Cause or by the Employee for Good Reason, then, in addition to the Employee's Base Salary through the Termination Date paid in accordance with the Employer's normal payroll practices and such vested benefits or rights which the Employee may have accrued through the Termination Date hereunder or under any benefit plan of the Employer (other than any severance pay plan maintained by the Employer) paid or provided in accordance with the terms and conditions of the applicable plan, subject to the Employee's execution, delivery and non-revocation of a release in accordance with Section 10(e), to the fullest extent permitted by law in favor of the Employer's Group (and its affiliates) in substantially the form attached hereto as Exhibit "A", as may be modified to take into account changes in applicable law and any other changes as are legally necessary at the time of execution to make it enforceable (the "Release"), the Employee will be entitled to the following:

Notwithstanding the foregoing, nothing in this Agreement shall be construed to require the Employee to seek other employment following the termination of his employment hereunder and there shall be no offset against any amounts due the Employee under this Agreement on account of any remuneration attributable to any subsequent employment that Employee may obtain.

(c)            For the purposes of this Agreement "Good Reason" shall mean the occurrence of any of the following events without the Employee's consent:

provided that within ninety (90) days after the initial existence of such event, the Employer shall be given notice and an opportunity, not less than thirty (30) days, to effectuate a cure for such asserted "Good Reason" by the Employee. Employee's resignation hereunder for Good Reason shall not occur later than, (i) in the event such resignation for Good Reason is a Post-CIC Termination, one (1) year following the initial date on which the event Employee claims constitutes Good Reason occurred, or (ii) in the event such resignation for Good Reason is not a Post-CIC Termination, one hundred thirty (130) days following the initial date on which the event Employee claims constitutes Good Reason occurred.

(d)            A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations and guidance promulgated thereunder (collectively "Code Section 409A") and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." If Employee is deemed on the date o