RESTRICTED STOCK
AGREEMENT
PURSUANT TO THE
MAIDENFORM BRANDS, INC. 2005
STOCK INCENTIVE PLAN
THIS AGREEMENT (the
“Agreement”) , made 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 8.1 of the Plan, the
Committee may grant to Eligible Employees shares of common stock of
the Company, 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, such Shares are to be subject to certain
restrictions.
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 Shares . Subject to the
restrictions, terms and conditions of this Agreement, effective as
of ___________, 2009 (the “Grant Date”) the Company
hereby awards to the Participant [_________] shares of validly
issued Common Stock. If the Participant is a new hire,
to the extent required by law, the Participant shall pay the
Company the par value ($0.01) for each Share awarded to the
Participant simultaneously with the execution of this
Agreement. If the Participant is a continuing employee,
the grant of this Award shall be deemed a bonus in consideration of
past services to the extent of the aggregate par value of the
Shares so awarded. Pursuant to Section 2 hereof, the
Shares are subject to certain restrictions, which restrictions
relate to the passage of time as an employee or other service
provider of the Company or its Affiliates. While such
restrictions are in effect, the Shares subject to such restrictions
shall be referred to herein as “Restricted
Stock.”
2.
Restrictions on Transfer . The
Participant shall not sell, transfer, pledge, hypothecate, assign
or otherwise dispose of the Shares, except as set forth in the Plan
or Agreement. Any attempted sale, transfer, pledge,
hypothecation, assignment or other disposition of the Shares in
violation of the Plan or this Agreement shall be void and of no
effect and the Company shall have the right to disregard the same
on its books and records and to issue “stop transfer”
instructions to its transfer agent.
(a)
Retention of Certificates . Promptly
after the date of this Agreement, the Company shall issue stock
certificates representing the Restricted Stock unless it elects to
recognize such ownership through uncertificated book entry or
another similar method pursuant to Section 8 herein. The
stock certificates shall be registered in the Participant’s
name and shall bear any legend required under the Plan or Section 4
of this Agreement. Such stock certificates shall be held
in custody by the Company (or its designated agent) until the
restrictions thereon shall have lapsed. Upon the
Company’s request, the Participant shall deliver to the
Company a duly signed stock power, endorsed in blank, relating to
the Restricted Stock.
(b)
Rights with Regard to Restricted Stock .
The Participant will have the right to vote the
Restricted Stock, to receive and retain any dividends payable to
holders of Shares of record on and after the transfer of the
Restricted Stock (although such dividends shall be treated, to the
extent required by applicable law, as additional compensation for
tax purposes if paid on Restricted Stock), and to exercise all
other rights, powers and privileges of a holder of Common Stock
with respect to the Restricted Stock set forth in the Plan, with
the exceptions that: (i) the Participant will not
be entitled to delivery of the stock certificate or certificates
representing the Restricted Stock until the Restriction Period
shall have expired; (ii) the Company (or its designated agent)
will retain custody of the stock certificate or certificates
representing the Restricted Stock and the other RS Property (as
defined below) during the Restriction Period; (iii) no RS
Property shall bear interest or be segregated in separate accounts
during the Restriction Period; (iv) any RS Property will be
subject to the restrictions provided in Sections 3(c), 3(d) and
3(e); and (v) the Participant may not sell, assign, transfer,
pledge, exchange, encumber or dispose of the Restricted Stock
during the Restriction Period.
(c)
Treatment of Dividends and Other RS Property . In the
event the Participant receives a dividend on the Restricted Stock
or the Shares of Restricted Stock are split or the Participant
receives any other shares, securities, moneys or property
representing a dividend on the Restricted Stock or representing a
distribution or return of capital upon or in respect of the
Restricted Stock or any part thereof, or resulting from a split-up,
reclassification or other like changes of the Restricted Stock, or
otherwise received in exchange therefor, and any warrants, rights
or options issued to the Participant in respect of the Restricted
Stock (collectively “RS Property”), the Participant
will also immediately deposit with and deliver to the Company any
of such RS Property, including any certificates representing shares
duly endorsed in blank or accompanied by stock powers duly executed
in blank, and such RS Property shall be subject to the same
restrictions, including those of Sections 3(d) and 3(e), as the
Restricted Stock with regard to which they are issued and shall
herein be encompassed within the term “Restricted
Stock.” Unless otherwise determined by the
Committee, any RS Property issued in the form of cash will not be
reinvested in Shares and will be held uninvested and without
interest until delivered to the Participant within 30 days of the
end of the Restriction Period as determined by the Committee, if
the related Restricted Stock becomes vested.
(d)
Vesting .
(i) The
Restricted Stock granted pursuant to Section 1 above shall vest and
cease to be Restricted Stock (but shall remain subject to Section 5
of this Agreement) in equal annual installments 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.
(ii) There
shall be no proportionate or partial vesting in the periods prior
to the vesting date and all vesting shall occur only on the vesting
date; provided that no Termination of Employment has occurred prior
to such date.
(iii) The
Shares of Restricted Stock will become fully vested on a Change in
Control.
(iv) When
any Shares of Restricted Stock become vested, the Company shall
promptly issue and deliver, unless the Company is using book entry,
to the Participant a new stock certificate registered in the name
of the Participant for such Shares without the legend set forth in
Section 4 hereof and deliver to the Participant any related other
RS Property, subject to applicable withholding.
(e)
Forfeiture . The Participant shall
forfeit to the Company, without compensation, other than repayment
of any par value paid in cash by the Participant for such Shares,
any and all unvested Restricted Shares upon the Participant’s
Termination of Employment for any reason. Additionally, in
the event the Participant engages in Detrimental Activity prior to,
or during the one year period af
