EXECUTION
COPY




EMPLOYMENT
AGREEMENT




AGREEMENT
(this “Agreement”) dated as
of April 3, 2009, 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”),
Nanci Prado (the “Employee”), and
solely for purposes of Sections 3, 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 the Employee’s actual
commencement of employment on April 20, 2009 (the “Start Date”) 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 Two Hundred Fifty Thousand ($250,000.00) 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 Compensation Committee (the “Compensation
Committee”) of the Board of Directors of Maidenform Brands, Inc. (the
“Board”) and
the Compensation Committee may at any time increase (but not decrease) the
Employee’s Base Salary hereunder as the Compensation Committee may in its sole
and absolute discretion deem reasonable and appropriate.


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(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 January 4, 2009 through January 2, 2010 (the “2009 Fiscal Year”)
with achievement of 100% of the performance goals set by the Compensation
Committee in accordance with the Bonus Plan for the 2009 Fiscal Year with
respect to the Employee’s and Parent’s performance paying a bonus of 40% of Base
Salary, pro rated for the period from the Start Date through January 2,
2010,paid in
accordance with the Bonus Plan.  For fiscal years thereafter during
the Term of Employment, the Employee’s incentive compensation shall be based on
such performance goals permitted under the Bonus Plan (or any successor plan
thereto) or the Maidenform Brands, Inc. 2005 Stock Incentive Plan (as amended
from time to time and any successor plan thereto, the “Stock Incentive
Plan”) and subject to the conditions set forth in the Bonus Plan (or any
successor plan thereto) or the Stock Incentive Plan, as determined by the
Compensation Committee in its sole discretion.




(c)          Equity
Incentives.  Subject to the approval of the Compensation
Committee and the actual commencement of employment by the Employee on the Start
Date, on May 1, 2009 (the “Grant Date”) Employee
will receive the following long term incentive awards pursuant to the Stock
Incentive Plan:




(x)           a
grant of a number of shares Restricted Stock equal to Twenty-Five Thousand
Dollars ($25,000) divided by the closing price of the Parent’s common stock on
April 30, 2009; and




(y)           a
grant of a number of Non-Tandem Stock Appreciation Rights with a Black-Scholes
value equal to Twenty-Five Thousand Dollars ($25,000) based on the closing price
of the Parent’s common stock on April 30, 2009, with a reference price equal to
such closing price.


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Such
equity incentives and any other equity incentives granted to Employee in the
sole discretion of the Compensation Committee after the Start Date will vest
and, if applicable, 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 and any other equity
incentives granted to Employee in the sole discretion of the Compensation
Committee after the Start Date 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.  To the extent applicable
following any such termination described in this Section 3(c) or
termination due to the Employee’s Disability (as defined below) 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.


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4.           Duties.  During
the Term of Employment, the Employee shall be engaged as Executive Vice
President, General Counsel and Secretary of Maidenform, Inc., Parent and their
subsidiary companies (hereinafter individually and collectively called the
“Employer’s
Group”).  The Employee shall have the responsibility and
authority commensurate with such position as the Chief Legal Officer and
Secretary of the Employer’s Group.  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 positions as may
be determined and assigned to the Employee from time to time by or upon the
authority of the Chief Executive Officer or his designee.  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 therefor other than as expressly 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.




5.           Extent of
Service.  The Employee agrees to devote her best efforts,
energies and skills to the faithful discharge of the duties and responsibilities
attributable to her office, and to this end will devote her full working time
and attention to the business and affairs of the Employer’s
Group.  Employee shall be based at the Employer’s offices in Iselin,
New Jersey office and New York, New York, 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 boards 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 her 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 her 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 her 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 Dollars ($700) per month, paid in accordance with the
Employer’s normal payroll practices.  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:


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(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 her 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 her 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 which termination shall
automatically occur on the date of 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 under this Section 9 or under
Section 10(b) is referred to as the “Termination
Date”).


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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 the Term of Employment shall terminate as of the Termination
Date 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 or provided 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 in accordance with the applicable bonus plan 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 (which for the purpose of
this Agreement shall not include a termination as a result of non-renewal of the
Term of Employment pursuant to Section 2(b) above) and it may be terminated
upon notice by the Employee for Good Reason following the expiration of the cure
period under Section 10(c) 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 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 the Employer (other than any severance pay plan maintained by
the Employer)paid or provided in accordance with
the terms and conditions of the applicable plan, subject to the
Employee’s execution, delivery and non-revocation of a releasein accordance with Section 10(e), 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:




(i)           her
Base Salary (as in effect on the Termination Date), plus to the extent
applicable




(ii)           in
the event such termination occurs after the end of the 2009 Fiscal Year, (x) in
the event such termination is a termination by the Employer without Cause or by
the Employee for Good Reason within two (2) years following the consummation of
a Change in Control (a “Post-CIC
Termination”), an amount equal to one times the greater of (I) her
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 her termination of employment, determined by annualizing the bonus
actually paid with respect to any partial year (which, with respect to the 2009
Fiscal Year will be deemed to have been paid for eight months of service) (the
“3-year Average Bonus
Amount”) and (II) her target bonus for the year in which the termination
occurs; or (y) in the event such termination is a termination by the Employer
without Cause or by the Employee for Good Reason that is not a Post-CIC
Termination, an amount equal to one times the lesser of (I) the 3-year Average
Bonus Amount and (II) her target bonus for the year in which the termination
occurs.


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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).  For purposes of clarity, if there have been fewer than
three fiscal years immediately preceding the Employee’s termination, the 3-year
Average Bonus Amount will be calculated using as a denominator the actual number
of fiscal years in which she has worked for the Employer.




(2)           In
the event such termination occurs before the end of the 2009 Fiscal Year, (x) in
the event such termination is a termination by the Employer without Cause or by
the Employee for Good Reason that is a Post-CIC Termination, an amount equal to
one times the greater of (I) an amount equal to the bonus the Employee would
have been entitled for the 2009 Fiscal Year had the Employee’s employment not
terminated, prorated to the Termination Date based on the number of days
actually employed during the 2009 Fiscal Year and based upon actual results and
the Employee’s and the Parent’s performance for the 2009 Fiscal Year (the “2009 Actual Bonus
Amount”), and (II) her target bonus for the 2009 Fiscal Year; or (y) in
the event such termination is a termination by the Employer without Cause or by
the Employee for Good Reason that is not a Post-CIC Termination, an amount equal
to one times the lesser of (I) the 2009 Actual Bonus Amount and (II) her target
bonus for the 2009 Fiscal Year, in each case subject to any delays required
pursuant to Sections 10(d) and 10(e), payable when such bonus would be payable
to other employees for the 2009 Fiscal Year.


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(3)           In
addition, if the Employee or her dependents are otherwise eligible for COBRA
continuation of group health plan coverage and the Employee (or her 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 each such payment shall include a gross-up
payment in an amount equal to all such 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 her 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:




(i)       The
assignment to the Employee of duties that constitute a material diminution of
her authority, duties, or responsibilities;




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




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




(iv)     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.Employee’s resignation hereunder for Good
Reason shall not occur later than, (i) in the event such resignation for Good
Reason is a Post-CIC Termination, one (1) year following the initial date on
which the event Employee claims constitutes Good Reason occurred, or (ii) in the
event such resignation for Good Reason is not a Post-CIC Termination, one
hundred thirty (130) days following the initial date on which the event Employee
claims constitutes Good Reason occurred.


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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
her 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 her 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 her, 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.


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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 her 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 her
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 her employment as may be necessary or appropriate to the effective
and efficient discharge of her 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 her 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 her 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 her assigned duties; and upon the termination of
her employment with the Employer, she shall leave with or return to the Employer
all originals and copies of the foregoing then in her 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 her 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 her 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;


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(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;


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(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 her
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.


23


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:


Maurice
Reznik


Telecopier:  (732)
621-2510




To the
Employee:




Nanci
Prado


At the
address on file with the Employer





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.




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, her heirs and legal
representatives.  This Agreement and all rights and obligations
hereunder are personal to the Employee and shall not be
assignable.


24


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 her 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.


25


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.


26


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





MAIDENFORM,
      INC.By:
                      /s/ Maurice S. Reznik
                      
                      /s/ Nanci
      PradoMaurice
      S. Reznik
                      
                      Nanci
      PradoChief
      Executive OfficerSolely
      with respect to Sections 3, 4, and 19:Maidenform
      Brands, Inc.By:
                      /s/ Maurice S. ReznikMaurice
      S. ReznikChief
      Executive Officer




27


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. (“Company”), Maidenform Brands, Inc. (“Parent”) and me dated as of March
31, 2009, 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.


A-1


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 the Company (including vested stock options) or for any of the Company’s
obligations or my rights pursuant to Sections 10 and 19 of the Employment
Agreement, and except as provided in paragraph 5, I fully and finally waive,
discharge, and release the Company and the Parent and their current, former and
future subsidiaries, affiliates divisions, related entities, employee benefit
plans and funds (the “Company Group”), and their respective current, former and
future directors, officers, shareholders, employees, attorneys, and agents
(whether acting as agents for any member of the Company Group or in their
individual capacities) (herein collectively referred to as the “Released
Parties”), 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 Released Parties 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-2


3.           Without
limiting the generality of the foregoing paragraph, but subject to the
limitations set forth in paragraph 2 hereof and except as provided in paragraph
4 hereof, this Waiver and Release is intended to and shall release the Released
Parties from any and all claims arising out of or in connection with my
employment with the Company 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 (including the Older Worker Benefit Protection
Act), as amended, 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, the
New Jersey Family Leave Act, the Millville Dallas Airmotive Plant Job Loss
Notification Act, as amended) 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.




4.           Nothing
in this Agreement prevents me from filing a charge with the United States Equal
Employment Opportunity Commission ("EEOC") or from cooperating with the EEOC;
however, I understand
and agree that I shall not accept, and shall not be entitled to retain, any
compensation or other relief recovered by the EEOC on my behalf as a result of
such charge with respect to any matter covered by this
Agreement.  Nothing in this Agreement prevents me from filing a
lawsuit challenging the validity of my waiver of federal age discrimination
claims under the Age Discrimination in Employment Act and the Older Workers
Benefit Protection Act.


A-3


5.           The
release in paragraph 3 of this Agreement includes a waiver of claims against the
Company under the Age Discrimination in Employment Act ("ADEA") and the Older
Workers Benefit Protection Act ("OWBPA").  Therefore, pursuant to the
requirements of the ADEA and the OWBPA, I specifically acknowledge the
following:




(a)           that
I am and have been advised to consult with an attorney of my choosing concerning
the legal significance of this Agreement;




(b)           that
this Agreement is written in a manner I understand;




(c)           that
the consideration set forth in Section 10 of the Employment Agreement is
adequate and sufficient for my entering into this Agreement and consists of
benefits to which I am not otherwise entitled;




(d)           that
I have been afforded twenty-one (21) days to consider this Agreement before
signing it (although I may sign it at any time prior to those 21 days) and that
any changes to this Agreement subsequently agreed upon by the parties, whether
material or immaterial, do not restart this period for consideration;
and




(e)           that
I have been advised that during the seven (7) day period after I sign the
Agreement, I may revoke my acceptance of this Agreement by delivering written
notice to the Company, 485 F U.S. Highway 1, Iselin NJ 08830 attention: Executive Vice President, Human Resources, and that
this Agreement shall not become effective or enforceable until after the
revocation period has expired.


A-4


6.           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)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;




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




(iii)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;




(iv)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-5


7.           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.




8.           (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 the Company’s Executive Vice President, Human Resources, 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.


A-6


9.           I
represent that I have returned (or will return on or prior to my termination
date) 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.




10.           (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.




(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 and the Company’s
rights under Section 14 of the Employment Agreement.




11.           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, 7, 8, 9 or 10 shall constitute a material breach of this Waiver
and Release as to which the Company may seek all relief available under the
law.


A-7


12.           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-8


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-9