Unassociated Document


    
      
        Execution
Copy

      

       

      AMENDMENT
NUMBER ONE TO 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 I South, Iselin, NJ
08830 (the "Employer"), Gayle Weibley (the "Employee"), and solely for purposes
of Section 2, Maidenform Brands, Inc. (sometimes hereinafter referred to as
"Parent").

       

      WHEREAS,
the parties entered into an Employment Agreement dated as of September 25, 2008
(the Employment Agreement"); and

       

      WHEREAS,
the parties wish to amend the agreement;

       

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

       

      1.            The
second sentence of Section 3(b) of the Employment Agreement is hereby amended,
to read in its entirety, as follows:

       

      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).

       

      2.            The
first sentence of Section 4 of the Employment Agreement is hereby amended, to
read in its entirety, as follows:

       

      During
the Term of Employment, the Employee shall be engaged as Senior Vice President -
Human Resources of Maidenform, Inc., Parent and their subsidiary companies
(hereinafter individually and collectively called the "Employer's
Group").

       

      3.            Section
10(b)(I) of the Employment Agreement is hereby amended, to read in its entirety,
as follows:

       

      (1)             Payment
of an amount equal to the sum of:

       

       
(i)           her 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) 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 (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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      Execution Copy

       

      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.

       

      4.                          The
last sentence of Section 10 (c) of the Agreement is hereby amended, to read in
its entirety, as follows:

       

      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.

       

      5.                          Capitalized
terms used in this Amendment Number One and not otherwise defined have the
meaning set forth in the Employment Agreement. Except as expressly set forth
herein, the Employment Agreement shall remain unmodified and in full force and
effect.

       

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

       

      
        
          
            	
                    MAIDENFORM,
      INC.

                  	 
      
	 
      	 
      
	
                    By:/s/Maurice
      Reznik

                    Maurice Reznik

                     Chief Executive
      Officer

                  	
                     /s/Gayle
      Weibley

                    Gayle
      Weibley

                  
	 
      	 
      
	
                    Maidenform
      Brands, Inc.,

                    solely
      as to Section 2

                  	 
      
	 
      	 
      
	
                    By:/s/Maurice
      Reznik

                    Maurice Reznik

                     Chief Executive
      Officer

                  	 
      


          

        

      


      
        
           


        

        
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