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”).
W
I T N
E S S E T H
:
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 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 _____ 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) If the Participant’s
Termination is an involuntary Termination by the Company without
Cause, for Good Reason (as defined in the Participant’s
employment agreement with the Company), or due to non-renewal by
the Company of such employment agreement , or upon the
Participant’s death or Disability (or term or concept of like
import, as defined in the Participant’s employment agreement
with the Company), the SARs shall become vested and exercisable
with respect to the number of Shares that would have vested if the
Participant’s employment had continued for an additional
twelve 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 SARs
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 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, a Termination by the
Participant for Good Reason, or a Termination by the Participant
due to non-renewal by the Company of such Employment Agreement, 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
