EMPLOYMENT
      AGREEMENT

     

    AGREEMENT
      dated as of May 23, 2008 between MAIDENFORM, INC., a New York corporation with
      a
      principal place of business at 485 F U.S. Highway 1 South, Iselin, NJ 08830
      (the
“Employer”), Christopher W. Vieth (the “Employee”), and solely for purposes of
      Sections 3(c), 4, and 19, Maidenform Brands, Inc. (sometimes hereinafter
      referred to as “Parent”).

     

    W
      I T N E S S E T H :

     

    WHEREAS,
      the Employer wishes to employ the Employee for the period provided in this
      Agreement, and the Employee is willing to serve in the employ of the Employer
      for such period, upon the terms and conditions hereinafter
      provided;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants herein contained, the
      parties agree as follows:

     

    1. Employment.
      The
      Employer hereby employs the Employee and the Employee hereby accepts employment
      upon the terms and conditions hereinafter set forth.

     

    2. Term
      of Employment.
      (a)
      The term
      of the Employee’s employment under this Agreement shall commence on May 27, 2008
      and it shall continue for a period of one year thereafter (the “Initial Term”),
      unless this Agreement shall be renewed for an additional term or terms in
      accordance with paragraph (b) of this Section 2, or unless earlier terminated
      as
      provided herein.

     

    
      
        
        

      

      
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    (b) This
      Agreement shall automatically be renewed upon the expiration of the Initial
      Term
      for successive periods of one year each (each an “Additional Term”), unless
      either party notifies the other party in writing at least 120 days prior to
      the
      expiration of the Initial Term or any such Additional Term (the Initial Term
      and
      each Additional Term are collectively referred to as “Term of
      Employment”).

     

    3. Compensation.
      (a) Base.
      During
      the Term of Employment, the Employer shall pay the Employee a base salary at
      not
      less than an annual rate of Four
      Hundred and Twenty-Five Thousand ($425,000.00) Dollars,
      in
      accordance with the Employer’s normal payroll practices (as increased in
      accordance with this Section 3(a), the “Base Salary”). Such Base Salary
      shall be reviewed at least annually by the Board of Directors of Maidenform
      Brands, Inc. (the “Board”) and the Board may at any time increase (but not
      decrease) the Employee’s Base Salary hereunder as the Board may in its sole and
      absolute discretion deem reasonable and appropriate.

     

    (b) Incentive
      Compensation.
      The
      Employee shall be a participant in the Maidenform Brands, Inc. 2005 Annual
      Performance Bonus Plan (the “Bonus Plan”) for the period from December 30, 2007
      through January 3, 2009 (the “2008 Fiscal Year”) with achievement of 100% Actual
      Operating Percentage (as defined in the Bonus Plan) paying a bonus of 80% of
      Deemed Base Salary (as hereinafter defined), payable in accordance with the
      Bonus Plan and based upon such performance goals permitted under the Bonus
      Plan,
      except that for the 2008 Fiscal Year, Deemed Base Salary (for purposes of
      determining Compensation covered by the Bonus Plan for the 2008 Fiscal Year)
      shall be Three Hundred Eighteen Thousand Seventy and Fifty ($318,750) Dollars.
      For fiscal years thereafter during the Term of Employment, the Employee’s
      incentive compensation shall be based upon Compensation as defined in the Bonus
      Plan and upon such performance goals permitted under the Bonus Plan and subject
      to the conditions set forth in the Bonus Plan. 

     

    
      
        
        

      

      
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    (c) Equity
      Incentives.
      

     

    (i) Equity
      Incentives Granted on or after the Date Hereof.
      Subject
      to the approval of the Compensation Committee of the Board of Parent, on the
      first business day of the month next following the commencement of employment
      with the Employer (the “Grant Date”) Employee shall receive long term incentives
      pursuant to the Maidenform Brands, Inc. 2005 Stock Incentive Plan (the “Stock
      Incentive Plan”) with a Black-Scholes value of Two Hundred Seventy-Six Thousand
      Two Hundred and Fifty ($276,250) Dollars (65% of Annual Base Salary) based
      upon
      the
      closing
      stock price of the stock of Parent on the last business day before the Grant
      Date
      and
      calculated consistent with the methodology and assumptions used by the Parent
      in
      connection with its financial statements, as follows:

     

    (x)
       That
      number of shares of Restricted Stock equal in value to One Hundred
      Thirty- Eight
      Thousand One Hundred and Twenty-Five ($138,125) Dollars based upon the closing
       stock
      price of the stock of Parent on the last business day before the Grant Date;
      and

     

    (y) That
      number of Non-Tandem Stock Appreciation Rights with a reference price
 equal
      to
      the closing stock price of the stock of Parent on the last business day before
      the  Grant
      Date with a Black-Scholes value of One Hundred Thirty-Eight Thousand One
 Hundred
      and Twenty-Five ($138,125) Dollars.

     

    
      
        
        

      

      
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    Such
      equity incentives will vest and become exercisable in equal annual installments
      on each anniversary of the grant date over a four year period (provided the
      Employee is continuously employed by the Employer’s Group (as defined below)
      through the applicable vesting date) subject to 100% acceleration of vesting
      upon a Change in Control (as defined in the Stock Incentive Plan). Upon the
      Employee’s termination of employment by the Employer as a result of non-renewal
      of the Term of Employment by the Employer pursuant to Section 2(b) above or
      by the Employer without Cause (as defined below) or by the Employee for Good
      Reason (as defined below), such equity incentives shall become vested with
      respect to the number of shares that would have vested if the Employee’s
      employment would have continued for an additional twelve month period. Following
      any such termination described in this Section 3(c)(i) or termination due
      to the Employee’s Disability or death, equity incentives granted on or after the
      date hereof shall remain exercisable until the earlier of (1) the original
      expiration date of the option, or (2) one year following such termination
      of employment. 

     

    4. Duties.
      During
      the Term of Employment, the Employee shall be engaged as Executive Vice
      President and Chief Financial Officer/Chief Operating Officer of Maidenform,
      Inc. and its subsidiary companies (hereinafter individually and collectively
      along with the Parent called the “Employer’s Group”). The Employee shall have
      the responsibility and authority to manage and direct the finance, Information
      technology, sourcing, distribution and supply chain activities of the Employer,
      subject to the supervision of the Chief Executive Officer and the Boards of
      Directors of the Employer and the Parent and, with respect to his role as Chief
      Financial Officer, to the Audit Committees of the Boards of Directors of the
      Employer and the Parent, as well. In addition, the Employee shall have such
      other or more specific responsibilities or duties with respect to the business
      of the Employer’s Group consistent with the Employee’s position as Executive
      Vice President and Chief Financial Officer /Chief Operating Officer as may
      be
      determined and assigned to the Employee from time to time by or upon the
      authority of the Chief Executive Officer or the Board of Directors of the
      Employer or the Parent. The Employee shall report to the Chief Executive Officer
      and, with respect to his role as the Chief Financial Officer to the Audit
      Committees of the Boards of Directors of the Employer and the Parent, as well.
      The Employee shall also serve as an Officer or Director of any member of the
      Employer’s Group as requested by the Employer without any additional
      compensation therefore other than as specified in this Agreement. The Employer
      has Director’s and Officer’s Liability Insurance in effect and will maintain
      Director’s and Officer’s Liability Insurance Coverage for benefit of Employee
      uninterruptedly in effect during the Term of Employment. 

     

    
      
        
        

      

      
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    5. Extent
      of Service.
      The
      Employee agrees to devote his best efforts, energies and skills to the faithful
      discharge of the duties and responsibilities attributable to his offices, and
      to
      this end will devote his full working time and attention to the business and
      affairs of the Employer’s Group. Employee shall be based at the Employer’s
      Iselin, New Jersey office, but shall perform services hereunder at other
      locations as shall be reasonably appropriate. Notwithstanding the foregoing,
      it
      is understood that the Employee may devote reasonable time and attention
      consistent with the practice of other senior executives similarly situated,
      to
      civic or community affairs and to service on the Board of Directors or Advisory
      Board of other non-competing corporations, provided that (i) the Employee shall
      serve on no more than two such Corporate Boards or Advisory Boards at any time;
      (ii) the Compensation Committee shall have approved such Board memberships,
      which approval shall not be unreasonably withheld; and (iii) it does not
      interfere in any material way with the performance of his responsibilities
      to
      the Employer’s Group under this Agreement or create a conflict of interest.


     

    
      
        
        

      

      
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    6. Expenses.
      The
      Employee is authorized to incur reasonable, ordinary and necessary expenses
      in
      the performance of his duties hereunder consistent with the Employer’s existing
      expense reimbursement policy, as it may be amended from time to time, and the
      Employer shall reimburse the Employee for all such expenses upon the
      presentation by the Employee, from time to time, of an account of such
      expenditures. To the extent any such reimbursements constitute taxable income
      to
      the Employee for federal income tax purposes, all such reimbursements shall
      be
      paid in accordance with the Employer’s policy but in no event later than
      December 31 of the calendar year next following the calendar year in which
      the
      expenses to be reimbursed are incurred.

     

    7. Vacation.
      The
      Employee shall be entitled to twenty (20) days of paid vacation during each
      of
      the successive twelve (12) month periods comprising the Term of Employment,
      or a
      pro rata portion thereof for any such successive period which is less than
      twelve (12) months. Vacation hereunder shall be taken at times which are
      mutually determined by the Employer and the Employee not to interfere, in any
      material respect, with the Employee’s performance of his duties
      hereunder.

     

    
      
        
        

      

      
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    8. Employee
      Benefits.
      The
      Employee shall be entitled during the Term of Employment to participate in
      any
      employee benefit program or arrangement maintained by the Employer which is
      generally available to other senior employees of the Employer, including any
      qualified or non-qualified retirement or deferred compensation arrangements
      or
      401(k) savings plan, life insurance, medical, long-term disability plans, or
      other allowances, including the auto allowance of Seven Hundred ($700) per
      month. Such participation shall be in accordance with all applicable terms
      and
      conditions of such plans or programs, including, without limitation, provisions
      respecting the satisfaction of any applicable eligibility periods for plan
      participation and the modification or termination of such plans.

     

    9. Termination
      of Employment.
      Notwithstanding any other provision of this Agreement, the Employee’s employment
      under this Agreement may be terminated at any time by the Employer in the event
      of:

     

    (A) (i) The
      Employee’s conviction for or entry of a plea of guilty or nolo contendere with
      respect to a felony or any crime that constitutes a misdemeanor involving moral
      turpitude under federal law or the law of any state, (ii) the Employee’s willful
      misappropriation of funds or property of the Employer’s Group or other acts of
      fraud, dishonesty, self-dealing, any significant violation of any statutory
      or
      common law duty of loyalty to the Employer’s Group, (iii) the Employee’s
      perpetration of an illegal act which causes material economic injury to the
      Employer or the Employer’s Group, or (iv) a material breach of this Agreement by
      the Employee or the Employee’s failure to perform his duties hereunder in any
      material respect, provided that as to (iv), the Employee shall be given written
      notice and an opportunity, not to exceed ten (10) days, to effectuate a cure,
      provided that such breach or failure is susceptible to cure, as determined
      by
      the Board or the Board of Directors of the Employer, in good faith (hereinafter
      “Cause”).

     

    
      
        
        

      

      
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    (B) The
      Employee’s death; or

     

    (C) The
      Employee’s inability due to any physical or mental condition of the Employee, to
      perform his duties hereunder for a period of ninety (90) consecutive days or
      one
      hundred twenty (120) days (whether or not consecutive) within any twelve (12)
      month period (hereinafter “Disability”);

     

    by
      written notice to the Employee (except that notice of termination shall not
      be
      required in the case of the Employee’s death) specifying the event relied upon
      for such termination and the effective date of such termination (the effective
      date of any termination of employment hereunder is referred to as the
“Termination Date”).

     

    10. Payments
      Upon Termination of Employment.
      (a)
      In the
      event the Employee’s employment under this Agreement is terminated for any
      reason specified in Section 9 above this Agreement shall terminate and be deemed
      cancelled and the Employer shall be under no obligation hereunder either to
      continue the Employee’s employment or to provide the Employee with any payment
      or benefit of any kind whatsoever, except for the Employee’s Base Salary through
      the Termination Date paid in accordance with the Employer’s normal payroll
      practices and such vested benefits or rights which the Employee may have accrued
      through the Termination Date hereunder or under any benefit plan of Employer
      (other than any severance pay plan maintained by the Employer) paid in
      accordance with the terms and conditions of the applicable plan. In addition,
      in
      the event of termination pursuant to 9(B) or (C) above, the Employer shall
      also
      pay the amount of any incentive compensation as described in Section 3(b) hereof
      to which the Employee would have been entitled for the year of termination
      had
      the Employee’s employment not terminated, prorated to the Termination Date based
      on the number of days actually employed during the applicable year, payable
      when
      such incentive compensation would be payable to other employees for that year
      and based upon actual results and the Employer’s financial performance for the
      full applicable year. In addition, in the event of termination pursuant to
      9(B)
      or (C) above, the Employee shall be entitled to benefits under any group life
      insurance or disability insurance benefits provided in accordance with the
      Employer’s welfare benefit plans.

     

    
      
        
        

      

      
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    (b) The
      Employee’s employment under this Agreement may also be terminated on fifteen
      (15) days’ prior notice by the Employer not for Cause and it may be terminated
      by the Employee for Good Reason if circumstances constituting Good Reason exist,
      and neither of such terminations of employment shall be a breach of this
      Agreement by the Employer so long as the benefits set forth below are provided
      to the Employee. In the event that the Employee’s employment with the Employer
      is terminated by the Employer as a result of non-renewal of the Term of
      Employment pursuant to Section 2(b) above or terminated by the Employer
      without Cause or by the Employee for Good Reason, then, in addition to the
      Employee’s Base Salary through the Termination Date and such vested benefits or
      rights which the Employee may have accrued through the Termination Date
      hereunder or under any benefit plan of the Employer (other than any severance
      pay plan maintained by the Employer), subject to the Employee’s execution,
      delivery and non-revocation of a release, to the fullest extent permitted by
      law
      in favor of the Employer’s Group (and its affiliates) in substantially the form
      attached hereto as Exhibit “A”, as may be modified to take into account changes
      in applicable law and any other changes as
      are
      legally necessary at the time of execution to make it enforceable (the
“Release”),
      the
      Employee will be entitled to the following:

     

    
      
        
        

      

      
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    (1) Payment
      of an amount equal to the sum of his Base Salary (as in effect on the
      Termination Date), plus, in the event such termination occurs after the end
      of
      Fiscal 2008, an amount equal to one times his average annual bonus (taking
      into
      account all annual bonuses paid under Section 3(b) hereof for the applicable
      year) over the three fiscal years immediately preceding his termination of
      employment, determined by annualizing the bonus actually paid with respect
      to
      any partial year (which, with respect to the 2008 Fiscal Year will be deemed
      to
      have been paid for 9 months of service). For purposes of clarity, if there
      have
      been fewer than three fiscal years immediately preceding any such termination,
      the average of such annual bonuses will be calculated using as a denominator
      the
      actual number of fiscal years in which he has worked for the Employer. This
      amount shall be subject to tax and other required withholdings and, subject
      to
      any delays required pursuant to Sections 10(d) and 10(e), will be payable in
      equal periodic installments over a period of twelve (12) months from the
      Termination Date paid in accordance with the Employer’s normal payroll policies
      as if the Employee continued to be an employee of the Employer (but off
      payroll).

     

    
      
        
        

      

      
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    (2) In
      the
      event such termination occurs during Fiscal 2008, payment of an amount equal
      to
      the bonus the Employee would have been entitled for Fiscal 2008 had the
      Employee’s employment not terminated, prorated to the Termination Date based on
      the number of days actually employed during Fiscal 2008 and based upon actual
      results and the Employer’s financial performance for Fiscal 2008, and, subject
      to any delays required pursuant to Sections 10(d) and 10(e), payable when such
      bonus would be payable to other employees for Fiscal 2008.

     

    (3) In
      addition, if the Employee or his dependents are otherwise eligible for COBRA
      continuation of group health plan coverage and the Employee (or his dependents)
      timely elect such coverage, then for a period of twelve (12) months following
      the Termination Date, subject to any delays required pursuant to Sections 10(d)
      and 10(e), the Employer shall pay to the Employee on the first Employer payroll
      date in each month following the Termination Date an amount equal to 100% of
      the
      monthly premium for such COBRA coverage for the applicable month. The foregoing
      payments shall each be a bonus to the Employee subject to tax and other required
      withholdings and shall be grossed up to reflect all applicable taxes at the
      Employee’s maximum marginal rates.

     

    Notwithstanding
      the foregoing, nothing in this Agreement shall be construed to require the
      Employee to seek other employment following the termination of his employment
      hereunder and there shall be no offset against any amounts due the Employee
      under this Agreement on account of any remuneration attributable to any
      subsequent employment that Employee may obtain. 

     

    
      
        
        

      

      
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    (c) For
      the
      purposes of this Agreement “Good Reason” shall mean the occurrence of any of the
      following events without the Employee’s consent:

     

    (1) The
      assignment to the Employee of duties that constitute a material diminution
      of
      his authority, duties, or responsibilities (including reporting
      requirements);

     

    (2) A
      material diminution in the Employee’s Base Salary; 

     

    (3) Relocation
      of the Employee to a location outside a radius of 50 miles of the Employer’s
      Iselin, New Jersey office; or

     

    (4) Any
      other
      action or inaction by the Employer that constitutes a material breach of this
      Agreement

     

    provided
      that
      within
      ninety (90) days after the initial existence of such event,
      the
      Employer shall be given notice and an opportunity, not less than thirty (30)
      days, to effectuate a cure for such asserted “Good Reason” by the
      Employee.

     

    
      
        
        

      

      
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    (d) A
      termination of employment shall not be deemed to have occurred for purposes
      of
      any provision of this Agreement providing for the payment of any amounts or
      benefits upon or following a termination of employment unless such termination
      is also a “separation from service” within the meaning of Section 409A of the
      Internal Revenue Code of 1986, as amended (the “Code”)
      and
      the regulations and guidance promulgated thereunder (collectively “Code
      Section 409A”)
      and,
      for purposes of any such provision of this Agreement, references to a
“termination,” “termination of employment” or like terms shall mean “separation
      from service.” If Employee is deemed on the date of termination of his
      employment to be a “specified employee”, within the meaning of that term under
      Code Section 409A(a)(2)(B) and using the identification methodology selected
      by
      the Employer from time to time, or if none, the default methodology, then with
      regard to any payment or the providing of any benefit made subject to this
      Section 10(d), to the extent such payment and benefits exceed the Separation
      Pay
      Limit (as defined herein) and is required to be delayed in compliance with
      Code
      Section 409A(a)(2)(B), such payment or benefit shall not be made or provided
      prior to the earlier of (i) the expiration of the six-month period measured
      from
      the date of the Employee’s “separation from service” and (ii) the date of the
      Employee’s death. On the first day of the seventh month following the date of
      the Employee’s “separation from service” or, if earlier, on the date of his
      death, all payments delayed pursuant to this Section 10(d) (whether they would
      have otherwise been payable in a single sum or in installments in the absence
      of
      such delay) shall be paid or reimbursed to Employee in a lump sum, and any
      remaining payments and benefits due under this Agreement shall be paid or
      provided in accordance with the normal payment dates specified for them herein.
      For purposes of this Agreement, the “Separation
      Pay Limit”
means
      two times the lesser of: (i) the Employee’s annualized compensation based on the
      Employee’s annual rate of pay for the Employee’s taxable year preceding the
      taxable year in which the Employee’s termination of employment occurs; and (ii)
      the maximum amount that may be taken into account under a tax-qualified plan
      pursuant to Code Section 401(a)(17) for the year in which the Employee
      terminates employment.

     

    
      
        
        

      

      
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    (e) The
      Employer shall provide the Release to the Employee within seven (7) business
      days following the date of termination. In
      order
      to receive the payments and benefits provided in Section 10(b)(1), (2) and
      (3),
the
      Employee shall
      be
      required to sign the Release within 21 or 45 days after the date it is provided
      to him, as required by applicable law, and not revoke it within the seven day
      period following the date on which it is signed. All payments delayed pursuant
      to the foregoing, except to the extent delayed pursuant to Section 10(d), shall
      be paid to the Employee in a lump sum on the first Employer payroll date on
      or
      following the sixtieth (60th)
      day
      after the date of termination, and any remaining payments due under this
      Agreement shall be paid or provided in accordance with the normal payment dates
      specified for them herein.

     

    11. Confidentiality.
      The
      Employee recognizes and acknowledges that the Proprietary Information (as
      hereinafter defined) is a valuable, special and unique asset of the Employer.
      As
      a result, during the Term of Employment and thereafter, the Employee shall
      not,
      without the prior written consent of the Board, for any reason, either directly
      or indirectly, divulge to any third party (except as may be required to further
      the interests of the Employer) or use for his own benefit, or for any purpose
      other than the exclusive benefit of the Employer, any and all confidential,
      proprietary, business and technical information or trade secrets of the
      Employer’s Group (“Proprietary Information”) revealed, obtained or developed in
      the course of his employment with the Employer’s Group. Such Proprietary
      Information shall include but shall not be limited to, marketing and development
      plans, confidential cost and pricing information, identities of customers and
      suppliers, the relationship of the Employer’s Group with actual or prospective
      customers who are engaged in discussions with the Employer’s Group, the needs
      and requirements of any such customers, and any other confidential information
      relating to the business of the Employer’s Group, provided that nothing herein
      contained shall restrict the Employee’s ability to make such disclosures during
      the course of his employment as may be necessary or appropriate to the effective
      and efficient discharge of his duties hereunder or such disclosures as may
      be
      required by law; and further provided that nothing herein contained shall
      restrict Employee from divulging or using for his own benefit or for any other
      purpose any Proprietary Information which is readily available to the general
      public so long as such information did not become available to the general
      public as a direct or indirect result of Employee’s breach of this Section
      11.

     

    
      
        
        

      

      
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    12. Property
      and Inventions.
      

     

    (a) All
      Proprietary Information shall be and remain the sole property of the Employer.
      During the Term of Employment, and thereafter, Employee shall not remove from
      the Employer’s Group offices or premises any documents, records, notebooks,
      files, correspondence, reports, memoranda or similar materials of or containing
      information of the type identified in Section 11 hereof, or other materials
      or
      property of any kind unless necessary or appropriate in accordance with his
      duties and responsibilities hereunder and, in the event that such materials
      or
      property are removed, all of the foregoing shall be returned to their proper
      files or places of safekeeping as promptly as reasonably possible after the
      removal shall serve its specific purpose. Employee shall not make, retain,
      remove and/or distribute any copies of any of the foregoing for any reason
      whatsoever except as may be necessary in the discharge of his assigned duties;
      and upon the termination of his employment with the Employer, he shall leave
      with or return to the Employer all originals and copies of the foregoing then
      in
      his possession, whether prepared by Employee or by others.

     

    
      
        
        

      

      
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    (b) The
      Employee acknowledges that all developments, including, without limitation,
      inventions, patentable or otherwise, discoveries, improvements, patents, trade
      secrets, designs, reports, computer software, flow charts and diagrams,
      procedures, data, documentation, ideas and writings and applications thereof
      relating to the business or planned business of the Employer or any of its
      subsidiaries or affiliates that, alone or jointly with others, the Employee
      may
      conceive, create, make, develop, reduce to practice or acquire during the Term
      of Employment (or while employed with the Employer prior the Term of Employment)
      (collectively, the “Developments”) are works made for hire and shall remain the
      sole and exclusive property of the Employer and the Employee hereby assigns
      to
      the Employer all of his right, title and interest in and to all such
      Developments. The Employee shall promptly and fully disclose all future material
      Developments to the Board and, at any time upon request and at the expense
      of
      the Employer, shall execute, acknowledge and deliver to the Employer all
      instruments that the Employer shall prepare, give evidence and take all other
      actions that are necessary or desirable in the reasonable opinion of the
      Employer to enable the Employer to file and prosecute applications for and
      to
      acquire, maintain and enforce all letters patent, trademark registrations or
      copyrights covering the Developments in all countries in which the same are
      deemed necessary by the Employer. All memoranda, notes, lists, drawings,
      records, files, computer tapes, programs, software, source and programming
      narratives and other documentation (and all copies thereof) made or compiled
      by
      the Employee or made available to the Employee concerning the Developments
      or
      otherwise concerning the business or planned business of the Employer or any
      of
      its subsidiaries or affiliates shall be the property of the Employer or such
      subsidiary or affiliate and shall be delivered to the Employer or such
      subsidiary or affiliate promptly upon the expiration or termination of the
      Term
      of Employment.

     

    
      
        
        

      

      
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    (c) The
      provisions of this Section shall, without any limitation as to time, survive
      the
      expiration or termination of the Employee’s employment hereunder, irrespective
      of the reason for any termination.

     

    13. Covenant
      not to Compete and Non-Solicitation.
      In
      consideration for the benefits and payments described herein and other good
      and
      valuable consideration, the Employee shall not, during the Term of Employment
      and for a period of twelve (12) months after his employment terminates for
      any
      reason, engage in any of the following directly or indirectly without the prior
      written consent of the Board:

     

    (a) engage
      or
      participate in any business activity directly competitive with the business
      of
      the Employer’s Group as conducted upon the termination of the Employee’s
      employment with the Employer or proposed to be conducted at such
      time;

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (b) become
      interested in (as owner, stockholder, lender, partner, co-venturer, director,
      officer, employee, agent, consultant or otherwise) any person, firm,
      corporation, association or other entity engaged in any business that is, taken
      as a whole, directly competitive with the business of the Employer’s Group as
      conducted upon the termination of the Employee’s employment (or proposed to be
      conducted at such time) with the Employer, or become interested in (as owner,
      stockholder, lender, partner, co-venturer, director, officer, employee, agent,
      consultant or otherwise) any subsidiary or division of the business of any
      person, firm, corporation, association or other affiliate where such portion
      of
      such business is directly competitive with the business of the Employer’s Group
      as conducted upon termination of the Employee’s employment with the Employer (or
      proposed to be conducted at such time). Notwithstanding the foregoing, nothing
      contained in this Section 13 shall prohibit the Employee from (i) holding not
      more than five percent (5%) of the outstanding securities of any class of any
      publicly-traded company, or (ii) after the Term of Employment engaging or
      participating in or having an interest in (as owner, stockholder, lender,
      partner, co-venturer, director, officer, employee, agent, consultant or
      otherwise) any subsidiary or division of the business of any person, firm,
      corporation, association or other affiliate where such portion of such business
      is not directly competitive with the business of the Employer’s Group as
      conducted upon termination of the Employee’s employment with the Employer (or
      proposed to be conducted at such time), provided Employee does not breach the
      provisions of Section 13 (c) or (d) or (e), hereof;

     

    (c) solicit
      or attempt to solicit either directly or indirectly any customer of the
      Employer’s Group with whom the Employer’s Group shall have dealt regularly at
      any time during the one (1) year period immediately preceding the termination
      of
      the Employee’s employment with the Employer for the purpose of offering or
      selling any products or services which are identical, substantially similar
      or
      comparable to the products or services then offered to the customer by the
      Employer’s Group;

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (d) influence
      or attempt to influence any supplier, customer, or potential customer of the
      Employer’s Group to terminate or modify any written or oral agreement or course
      of dealing with the Employer’s Group; or

     

    (e) (i)
      influence or attempt to influence any person to terminate or modify his
      employment (or other service relationship) with the Employer’s Group, or (ii)
      employ or retain directly or indirectly, any person employed or retained by
      the
      Employer’s Group as an employee or other service provider at any time during the
      six (6) month period preceding the effective date of the Employee’s
      termination.

     

    14. Specific
      Performance.
      The
      Employee acknowledges that the services to be rendered by the Employee are
      of a
      special, unique and extraordinary character and, in connection with such
      services, the Employee will have access to confidential information vital to
      the
      Employer’s business and the business of its subsidiaries and affiliates. By
      reason of this, the Employee acknowledges consents and agrees that if the
      Employee violates any of the provisions of Sections 11, 12 or 13 hereof,
      the Employer would sustain irreparable injury and that money damages would
      not
      provide adequate remedy to the Employer and that, in addition to any other
      remedies the Employer might have, including money damages, the Employer shall
      be
      entitled to have Sections 11, 12 and 13 specifically enforced by any court
      having jurisdiction by means of any and all equitable remedies. The provisions
      of Sections 10, 11, 12, 13, 14, 16 and 19 shall survive the termination of
      this Agreement.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    15. Notices.
      Any
      notice required or permitted to be given under this Agreement shall be
      sufficient if in writing, and shall be delivered personally by telecopier or
      by
      courier providing for next day delivery or sent by registered or certified
      mail
      return receipt requested to the following addresses:

     

    To
      the
      Employer:

     

    Maidenform,
      Inc.

    485
      F
      U.S. Highway 1 South

    Iselin,
      New Jersey 08830

    Attention:

    Steven
      N.
      Masket

    Telecopier:
      201-603-5900

     

    To
      the
      Employee:

     

    Christopher
      Vieth

    At
      the
      address on file with the Employer

     

    With
      a
      copy to:

    


    Any
      such
      notices shall be deemed given, if personally, upon delivery; if sent by
      certified or registered mail, 3 days after deposit (postage pre-paid) with
      the U.S. Mail Service; if by courier service providing for next day delivery,
      the next day following deposit with such courier; and, if telecopied, when
      telecopied. Any party may change the address for notices by sending written
      notice of such change of address in accordance with this Section
      15.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
       

      16. Benefits.
        This
        Agreement shall inure to the benefit of and shall be binding upon the Employer
        and its successors and assigns, and upon the Employee, his heirs and legal
        representatives. This Agreement and all rights and obligations hereunder
        are
        personal to the Employee and shall not be assignable.

       

      17. Entire
        Agreement.
        This
        Agreement embodies the entire agreement of the parties concerning the subject
        matter hereof and supersedes any prior or contemporaneous agreements or
        understandings in connection therewith. The Agreement may be amended or modified
        only by a written instrument executed by both parties hereto.

       

      18. Severability.
        If any
        term or provision of this Agreement is held by a court of competent jurisdiction
        to be invalid or unenforceable, the remainder of the terms and provisions
        of
        this Agreement shall remain in full force and effect and shall in no way
        be
        affected or invalidated. To the extent required to enforce any provision
        of this
        Agreement, such provision may be reformed in order to preserve its validity
        if
        it would otherwise be held unenforceable.

       

      19. Indemnification.
        The
        indemnification provisions in the Parent’s Amended and Restated Certificate of
        Incorporation covering officers of the Parent and the Employer shall apply
        to
        the Employee in his capacity as an employee (or former employee), such
        indemnification to be in addition to any other indemnification right in favor
        of
        the Employee.

       

      20. Withholding.
        The
        Employer may deduct and withhold from any amounts which it is otherwise
        obligated to pay hereunder any amount which it may determine it is required
        to
        deduct or withhold pursuant to any applicable statute, law, regulation or
        order
        of any jurisdiction whatsoever.


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      21. Governing
        Law.
        This
        Agreement shall be subject to, and governed, construed and enforced in
        accordance with, the laws of the State of New York, without giving effect
        to the
        principles thereof relating to the conflict of laws.

       

      22. Section
        409A.

       

      (a) Although
        the Employer does not guarantee the tax treatment of any particular payment
        or
        benefit, it is intended that the provisions of this Agreement provide for
        payments or benefits that either comply with, or are exempt from, Code Section
        409A, and all provisions of this Agreement shall be construed in a manner
        consistent with the requirements for avoiding taxes or penalties under Code
        Section 409A.

       

      (b) With
        regard to any installment payments provided for herein, each installment
        thereof
        shall be deemed a separate payment for purposes of Code Section
        409A.


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        date
        first above written.

      


      
        	
                MAIDENFORM,
                  INC.

              	 	 
	 	 	 
	
                By:

              	
                
                  
                    
                      
                        /s/
                          Thomas J. Ward

                      

                    

                  

                

              	 	
                /s/
                  Christopher W. Vieth

              
	 	
                
                  Thomas
                    J. Ward

                

              	 	
                Christopher
                  W. Vieth

              
	 	
                Chief
                  Executive Officer

              	 	 


      

      


      Solely
        with respect to Sections 3(c),

      4,
        and
        19:

      


      
        	
                Maidenform
                  Brands, Inc.

              
	 	 
	
                By:

              	
                /s/
                  Thomas J. Ward

              
	 	
                Thomas
                  J. Ward

              
	 	
                Chief
                  Executive Officer

              


      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      Exhibit
        “A”

       

      FULL
        AND FINAL WAIVER AND RELEASE OF CLAIMS

       

      1. I
        have
        had the opportunity to review and consider this Full and Final Waiver and
        Release of Claims (“Waiver and Release”), and information on the benefits
        available to me in accordance with the Employment Agreement between Maidenform,
        Inc. and me dated as of May 23, 2008, as the same may have been amended
        from time to time (“Employment Agreement”) for a period of at least twenty-one
        (21) days. I also have had the opportunity during such period to discuss
        this
        Waiver and Release and such benefit information fully with whomsoever I wished,
        and have been advised that I could consult an attorney of my own choice and
        have
        had a reasonable opportunity to do so. I have freely and voluntarily elected
        to
        take advantage of the severance benefits under the Employment
        Agreement.

       

      2. In
        consideration for the payments and benefits available to me under the Employment
        Agreement following the termination of my employment as set forth in Section
        10
        of the Employment Agreement, the sufficiency of which are hereby acknowledged,
        and, other than claims for accrued, vested benefits under any employee benefit
        plan of Maidenform, Inc. (including vested stock options) or for any of the
        Employer’s obligations or my rights pursuant to Section 10 and 19 of the
        Employment Agreement, I fully and finally waive, discharge, and release
        Maidenform, Inc., the Parent (as defined in the Employment Agreement) and
        their
        current, former and future subsidiaries, divisions, related entities, employee
        benefit plans and funds, and their respective current, former and future
        directors, officers, shareholders, employees, attorneys, and agents (whether
        acting as agents for Maidenform, Inc., Parent or in their individual capacities)
        (herein collectively referred to as “the Company”), from any and all claims of
        whatsoever nature, known and unknown, whether in law or in equity, which
        I or
        anyone acting through me, my estate or on my behalf ever had, now have or
        may
        have against the Company by reason of any actual or alleged act, omission,
        transaction, practice, conduct, occurrence or other matter up to and including
        the date I sign this Waiver and Release, provided, however, that the foregoing
        shall not be deemed to waive any indemnification rights I may have pursuant
        to
        applicable law, the Certificates of Incorporation or Bylaws of the Company
        or
        under any Directors and Officers Liability Insurance Policy.


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


      3. Without
        limiting the generality of the foregoing paragraph, but subject to the
        limitations set forth in Section 2 hereof, this Waiver and Release is
        intended to and shall release the Company from any and all claims arising
        out of
        or in connection with my employment with Maidenform, Inc. and with the
        termination or decision to terminate said employment, including but not limited
        to (i) any claim under the Age Discrimination in Employment Act, Title VII
        of
        the Civil Rights Act of 1964, The Civil Rights Act of 1866, or any other
        Civil
        Rights Act, the Americans with Disabilities Act, the Employee Retirement
        Income
        Security Act of 1974 (excluding claims for accrued, vested benefits under
        any
        employee benefit pension plan of the Company in accordance with the terms
        and
        conditions of such plan and applicable law), and the Family and Medical Leave
        Act; (ii) any other claim (whether based on federal, state, or local law,
        statutory or decisional including, but not limited to the New York State
        Human
        Rights Law, the New York City Administrative Code, New Jersey Civil Rights
        Act
        or the New Jersey Law Against Discrimination) relating to or arising out
        of my
        employment, the terms and conditions of such employment, the termination
        of such
        employment, and/or any of the events relating directly or indirectly to or
        surrounding the termination of that employment, including but not limited
        to
        breach of contract (express or implied), wrongful discharge, detrimental
        reliance, defamation, emotional distress or compensatory or punitive damages;
        and (iii) any claim for attorneys’ fees, costs, disbursements and/or the
        like.


      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      


      4. In
        order
        to induce the Company to extend the payments and benefits available to me
        under
        the Employment Agreement, I hereby represent and warrant to the Company as
        follows:

       

      (i)
        I
        voluntarily elect to take advantage of Section 10 of the Employment Agreement
        and execute this Waiver and Release and have had at least twenty-one (21)
        days
        to consider and review this Waiver and Release;

       

      (ii)
        no
        other
        promise, inducement, threat, agreement or understanding of any kind or
        description whatsoever has been made with or to me by any person or entity
        whomsoever to cause me to execute this Waiver and Release;

       

      (iii)
        I
        fully
        understand the meaning and intent of this Waiver and Release;

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

       

      (iv)
        I
        fully
        understand and acknowledge that the payments and other benefits provided
        pursuant to Section 10 of the Employment Agreement, (A) are, except as
        expressly set forth herein, in full discharge of any and all liabilities
        and
        obligations of the Company to me, monetarily or with respect to employee
        benefits or otherwise, including but not limited to any and all obligations
        arising under any alleged written or oral employment agreement, policy, plan
        or
        procedure of the Company and/or any alleged understanding or arrangement
        between
        me and the Company; and (B) exceed any payment, benefit, or other thing of
        value to which I might otherwise be entitled under any policy, plan or procedure
        of the Company and/or any agreement between me and the Company without the
        execution of this Waiver and Release;


      (v)
        I
        have
        not incurred any injury or disability precluding regular employment as a
        result
        of my employment at the Company;

       

      (vi)
        I
        am not
        eligible for reinstatement or reemployment or employment with the Company
        at any
        time in the future and covenant that I will not seek resumed employment or
        any
        other remunerative relationship, including without limitation any form of
        independent contractor or consultant relationship with the Company;

       

      (vii)
        this
        Waiver and Release is not intended, and shall not be construed, as an admission
        that the Company has violated any federal, state or local law (statutory
        or
        decisional), ordinance or regulation, breached any contract or committed
        any
        wrong whatsoever against me. I agree that this Waiver and Release may only
        be
        used as evidence in a subsequent proceeding in which the parties allege a
        breach
        of this Waiver and Release; and


      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      


      (viii)
        I
        understand that this Waiver and Release will be final and binding on me on
        the
        eighth (8th)
        day
        following the date I sign this document (“Release Effective Date”) unless I
        properly revoke the election I have made in this document by delivering to
        the
        Company a written notice of revocation, by facsimile transmission to (201)
        436-9506 and by certified mail, return receipt requested, addressed to
        Maidenform, Inc. at 485 F U.S. Highway 1 South, Iselin, NJ
        08830, Attention: Steven N. Masket, Esq., on or before the close of
        business on the seventh (7th)
        day
        following the date on which I sign this Waiver and Release (the “Revocation
        Period”). If the last day of the Revocation Period falls on a Saturday, Sunday
        or holiday, the last day of the Revocation Period will be deemed to be the
        next
        business day. In the event I do not accept this Waiver and Release as set
        forth
        above, or in the event I revoke this Waiver and Release during the Revocation
        Period, this Waiver and Release, including but not limited to the obligation
        of
        the Company to provide the payments and benefits described in Section 10
        of the
        Employment Agreement, shall be deemed automatically null and void.

       

      5. I
        agree
        that I will not disparage or encourage or induce others to disparage the
        Company. For the purposes of this Waiver and Release, the term “disparage”
includes, without limitation, comments or statements to the press and/or
        media,
        the Company or any individual or entity with whom the Company has a business
        relationship which would adversely affect in any manner (i) the conduct of
        the
        business of the Company (including, without limitation, any business plans
        or
        prospects) or (ii) the business reputation of the Company.


      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      


      6. (a)
        I
        agree that I will cooperate with the Company and its counsel in connection
        with
        any investigation, administrative proceeding or litigation relating to any
        matter that occurred during my employment in which I was involved or of which
        I
        have knowledge.

       

      (b) I
        agree
        that, in the event I am subpoenaed by any person or entity (including, but
        not
        limited to, any government agency) to give testimony (in a deposition, court
        proceeding or otherwise) which in any way relates to my employment by the
        Company, I will give prompt notice of such request to Steven N. Masket (or
        his successor) at 485 F U.S. Highway 1 South, Iselin, NJ 08830, and, unless
        required by court order, will make no disclosure until the Company has had
        a
        reasonable opportunity to contest the right of the requesting person or entity
        to such disclosure.

       

      7. I
        represent that I have returned (or will return) to the Company all property
        belonging to the Company, including but not limited to laptop, cell phone,
        keys,
        card access to the building and office floors, Employee Handbook, phone card,
        Rolodex (if provided by the Company), computer user name and password, disks
        and/or voicemail code.

       

      8. (a)
        The
        terms and conditions of this Waiver and Release are and shall be deemed to
        be
        confidential, and shall not be disclosed by me to any person or entity without
        the prior written consent of the Company, except if required by law, and
        to my
        accountants, attorneys and/or immediate family members, provided that, to
        the
        maximum extent permitted by applicable law, rule or regulation, they agree
        to
        maintain the confidentiality of the aforesaid documents. I further represent
        that I have not disclosed the terms and conditions of the aforesaid documents
        to
        anyone other than my attorneys, accountants and/or immediate family
        members.


      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      


      (b)
        I
        hereby acknowledge and reaffirm my continuing obligations under Sections
        11, 12
        and 13 of the Employment Agreement relating to confidentiality, return of
        property, developments, noncompetition and nonsolicitation.

       

      9. I
        also
        expressly acknowledge that in the event that a court of competent jurisdiction
        determines that this Waiver and Release is illegal, void or unenforceable,
        I
        agree to execute a release or waiver that is legal and enforceable.
        Additionally, I agree that any breach by me of paragraphs 2, 3, 5, 6, 7 or
        8
        shall constitute a material breach of this Waiver and Release as to which
        the
        Company may seek all relief available under the law.

       

      10. This
        Waiver and Release is binding upon, and shall inure to the benefit of, the
        parties and their respective heirs, executors, administrators, successors
        and
        assigns.

       

      11. This
        Waiver and Release shall be construed and enforced in accordance with the
        laws
        of the State of New York without regard to the principles of conflict of
        laws.

       

      FINALLY,
        I HAVE CAREFULLY READ THIS WAIVER AND RELEASE, KNOW AND UNDERSTAND THE WAIVER
        AND RELEASE AND HAVE SIGNED THIS WAIVER AND RELEASE AS MY OWN FREE ACT AND
        DEED.


      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the undersigned has executed and sealed this Waiver and
        Release
        as of the date set forth below before a notary public.

       

      
        	
                SIGNATURE

              	 	 	 


      

      


      Sworn
        to
        and subscribed before me this day of _______________

      


      
        	
                   

              
	
                Notary
                  Public Stamp & Seal:

              


      

       

      
        
          
          

        

        
          A-8