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 a Non-Employee Director
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 three anniversaries of the Grant
Date (i.e., one third per year), provided that the Participant has
not incurred a Termination prior to the applicable vesting
date.
(b) In the event of a Termination
upon a failure to be re-elected (other than for Cause) or upon the
Participant’s death or Disability, the SARs shall become
vested and exercisable with respect to the number of Shares that
would have vested if the Participant’s service had continued
for an additional twelve (12) month period.
(c) 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.
(d) 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.
(e) The provisions of Section 7.4(b)
of the Plan regarding Detrimental Activity (without regard to (d)
of the definition of 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.
(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 due to the
Participant’s failure to be re-elected (other than for
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 upon a failure to be re-elected
for Cause or the Participant’s Termination after an event
that would be grounds for a Termination for Cause (other than by
reason of Death or Disability), 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.
Taxes . The Participant shall be solely
responsible for all applicable foreign, federal, state, provincial
and local taxes with respect to the SARs, provided, however, at any
time the Company is required to withhold any such taxes, the
Participant shall pay, or make arrangements to pay, in a
