Unassociated Document


    Execution
Copy

     

    EMPLOYMENT
AGREEMENT

     

    AGREEMENT
dated as of December 10, 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"), Steven Castellano (the "Employee"), and solely for
purposes of Sections 3(c), 4, and 19, Maidenform Brands, Inc. (sometimes
hereinafter referred to as "Parent").

     

    WITNESSETH:

     

    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 as of the date of this agreement set forth above 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 Three Hundred Twenty-Five Thousand ($325,000.00)
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 55% of Base Salary, payable 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) and subject to the conditions set
forth in the Bonus Plan (or any successor plan thereto).


    
      
         


      

      
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    (c)             Equity
Incentives. Any equity Incentives granted in the form of
Non-Qualified Stock Options, Non-Tandem Stock Appreciation Rights or Restricted
Stock granted in the sole discretion of the Compensation Committee on or after
the date hereof 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 Senior Vice President -
Design and Merchandising of Maidenform, Inc. Parent and its subsidiary companies
(hereinafter individually and collectively called the "Employer's Group"). The
Employee shall have the responsibility and authority commensurate with such
position, which duties shall include providing
strategic direction and management of the Design and Merchandising function,
subject to the supervision of the Chief Executive Officer or his designee. 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 Senior Vice President - Design and
Merchandising 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 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
office, 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 commencing on each July 1 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.

     

    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 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.


    
      
         


      

      
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    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").

     

    
      (B)    
  The
Employee's death; or

    


    
      
         


      

      
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    (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 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 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 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 release in 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)

            	
              his
      Base Salary (as in effect on the Termination Date),
  plus

            


    

    


    
      (ii)     
 (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) 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 (the "3-year Average
Bonus Amount") and (II) his 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) his target bonus for the year in which the termination
occurs.

    

     

    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
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.

     

    (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 dimi-nution of
his authority, duties, or responsibilities;

     

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

     

    
      
        
        

      

      
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    (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.
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 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 de-fined 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, soft-ware, 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;


    
      
         


      

      
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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 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.


    
      
         


      

      
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    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:

     

    Steven
Castellano

    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.

     

    
      	
               
      

            	
              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.

            


    


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    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.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


     

    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.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    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/Steven Castellano

                
	 
      	
                  Maurice
      S. Reznik

                	 
      	
                  Steven
      Castellano

                
	 
      	
                  Chief
      Executive Officer

                	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  Solely
      with respect to Sections 3(c),

                	 
      	 
      
	
                  4,
      and 19:

                	 
      	 
      
	 	 	 
	
                  Maidenform
      Brands, Inc.

                	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  By:

                	
                  /s/Maurice S. Reznik

                	 
      	 
      
	 
      	
                  Maurice
      S. Reznik

                	 
      	 
      
	 
      	
                  Chief
      Executive Officer

                	 
      	 
      


        

      

    


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    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 December 10, 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, and except as provided in paragraph 5 of this Waiver and
release, 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 and except as provided in paragraph 5
of tis Waiver and Release, 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 (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.


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    

     

    4.                      Rights
and Claims Preserved. 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.

     

    5.            
OWBPA. 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-3

        
          

        

      

      
         


      

    


    (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: Steven
N. Masket, General Counsel, and that this Agreement shall not become effective
or enforceable until after the revocation period has expired.

     

    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:


    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    

     

    (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

     

    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.


    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    

     

    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 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.

     

    9.            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.

     

    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.


    
      
         


      

      
        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.

     

    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.

     

    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-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