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Exhibit 10.10(b)
RESTRICTED STOCK AGREEMENT
PURSUANT TO THE
MAIDENFORM BRANDS, INC. 2005 STOCK INCENTIVE PLAN
THIS AGREEMENT (the "Agreement") , made as of the __ day
of __________, 200_ (the "Grant Date"), 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 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, 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 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.
3.
Restricted Stock .
(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 at the end of the Restriction Period, 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) In
the event of a Termination of Employment without Cause or 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)
(each, an "Acceleration Event") prior to the fourth anniversary of
the date of grant, then any remaining unvested Shares of Restricted
Stock that would have vested if the Participant’s employment
had continued for an additional twelve (12) months shall become
vested on the date of such Acceleration Event and cease to be
Restricted Stock (but shall remain subject to Section 5 of the
Agreement).The Shares of Restricted Stock will become fully vested
on a Change in Control.
2
(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 . Th
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