NON-TANDEM STOCK APPRECIATION
RIGHTS AGREEMENT
PURSUANT TO THE
MAIDENFORM BRANDS,
INC.
2005 STOCK INCENTIVE
PLAN
AGREEMENT (“Agreement”), dated as of
the ___ day of ______, 2009 by and between Maidenform Brands, Inc.
(the “Company”) and __________ (the
“Participant”).
WITNESSETH
:
WHEREAS , the Company has adopted the Maidenform Brands,
Inc. 2005 Stock Incentive Plan (the “Plan”), a copy of
which has been delivered to the Participant, which is administered
by a committee appointed by the Company’s Board of Directors
(the “Committee”);
WHEREAS , pursuant to Section 7.3 of the Plan, the
Committee may grant awards of Non-Tandem Stock Appreciation Rights
in respect of shares of its common stock, par value $0.01 per share
(“Common Stock” or the “Shares”) in the
amount set forth below;
WHEREAS , the Participant is an Eligible Employee under
the Plan; and
WHEREAS , on _____________, 2009 (the “Grant
Date”) the Committee authorized the grant to the Participant
of Non-Tandem Stock Appreciation Rights (“SARs”) set
forth in this Agreement.
NOW, THEREFORE , for and in consideration of the mutual
promises herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1.
Grant of Non-Tandem Stock Appreciation Rights
. Subject in all respects to the Plan and the terms and
conditions set forth herein and therein, the Participant is hereby
granted _____ Non-Tandem Stock Appreciation Rights
(“SARs”) entitling the Participant to receive, for each
SAR exercised, a number of Shares of Common Stock equal in value to
the excess of the Fair Market Value of one share of Common Stock on
the date the SAR is exercised over $_______, which amount shall be
no less than the Fair Market Value on the Grant Date.
2.
Exercise . (a) The SARs shall
vest and become exercisable in equal annual installments (which
shall be cumulative) on each of the first four anniversaries of the
Grant Date (i.e., one quarter per year), provided that the
Participant has not incurred a Termination of Employment prior to
the applicable vesting date.
(b) The
SARs will become fully vested upon a Change in Control, if the
Participant remains employed or is otherwise performing services
for the Company at the time of the Change in Control or had an
involuntarily Termination by the Company without Cause at any time
during the 30 day period before the Change in Control.
(c) To
the extent that the SARs have become vested and exercisable with
respect to a number of Shares of Common Stock as provided herein,
the SARs may thereafter be exercised by the Participant, in whole
or in part, at any time or from time to time prior to the
expiration of the term of the SAR by the filing of any written form
of exercise notice as may be required by the
Committee. Upon expiration of the SARs, the SARs shall
be canceled and no longer exercisable. There shall be no
proportionate or partial vesting in the periods prior to each
vesting date and all vesting shall occur only on the applicable
vesting date.
(d) The provisions of Section 7.4(b)
of the Plan regarding Detrimental Activity shall apply to the SARs,
and such provisions are incorporated herein by
reference.
3.
Term . The term of each SAR shall be 7
years after the Grant Date, subject to earlier termination in the
event of the Participant’s Termination as specified in
Section 4 below.
4.
Termination .
(a) If the
Participant’s Termination is by reason of death, Disability
or Retirement, the SARs, to the extent vested and exercisable at
the time of the Participant’s Termination, shall remain
exercisable by the Participant (or, in the case of death, by the
legal representative of the Participant’s estate) at any time
within a period of one year from the date of such Termination, but
in no event beyond the expiration of the term set forth in Section
3 above; provided, however, that in the case of Disability or
Retirement, if the Participant dies within such exercise
period, all unexercised SARs held by such Participant shall
thereafter be exercisable, to the extent they were exercisable at
the time of death, for a period of one year from the date of such
death, but in no event beyond the expiration of the term set forth
in Section 3 above.
(b) If a
Participant’s Termination is voluntary (but is not a
termination described in Section 4(c)), or is an involuntary
Termination by the Company without Cause, all SARs that are held by
such Participant that are vested and exercisable at the time of
such Termination may be exercised by the Participant at any time
with a period of 60 days from the date of such Termination, but in
no event beyond the expiration of the term set forth in Section 3
above.
(c) In the
event of the Participant’s Termination for Cause or the
Participant’s voluntary Termination after an event that would
be grounds for a Termination for Cause, the Participant’s
entire SARs (whether or not vested) shall terminate and expire upon
such Termination.
(d) Any
portion of the SARs that is not vested as of the date of the
Participant’s Termination for any reason shall terminate and
expire as of the date of such Termination.
5.
Withholding . The Participant shall pay,
or make arrangements to pay, in a manner satisfactory to the
Company, prior to the issuance
