Exhibit
10.10(a)


 


NON-TANDEM STOCK APPRECIATION RIGHTS
AGREEMENT


PURSUANT TO THE


MAIDENFORM BRANDS, INC.


2005
STOCK INCENTIVE PLAN


AGREEMENT
(“Agreement”), dated as of the ___ day of ______, 200_ (the “Grant Date”) by
and between Maidenform Brands, Inc. (the “Company”) and __________ (the
“Participant”).


W
I  T  N  E  S  S  E  T  H:


WHEREAS, the Company has adopted the
Maidenform Brands, Inc. 2005 Stock Incentive Plan (the “Plan”), a copy of which
has been delivered to the Participant, which is administered by a committee
appointed by the Company’s Board of Directors (the “Committee”);


WHEREAS, pursuant to Section 7.3 of
the Plan, the Committee may grant awards of Non-Tandem Stock Appreciation
Rights in respect shares of its common stock, par value $0.01 per share (“Common
Stock” or the “Shares”) in the amount set forth below; and


WHEREAS, the Participant is an
Eligible Employee under the Plan.


NOW, THEREFORE, for and in consideration of
the mutual promises herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:


1.             Grant of Non-Tandem
Stock Appreciation Rights. 
Subject in all respects to the Plan and the terms and conditions set
forth herein and therein, the Participant is hereby granted _____ Non-Tandem
Stock Appreciation Rights (“SARs”) ; entitling the Participant to receive, for
each SAR exercised, a number of Shares of Common Stock equal in value to the
excess of the Fair Market Value of one share of Common Stock on the date the
SAR is exercised over $_______, which amount shall be no less than the Fair
Market Value on the Grant Date.


2.             Exercise.  (a) 
The SARs shall vest and become exercisable in equal annual installments
(which shall be cumulative) on each of the first four anniversaries of the
Grant Date (i.e., one quarter per year), provided that the Participant has not
incurred a Termination of Employment prior to the applicable vesting date.


                                (b)  If the Participant’s Termination is an
involuntary Termination by the Company without Cause, for Good Reason (as
defined in the Participant’s employment agreement with the Company), or due to
non-renewal by the Company of such employment agreement , or upon the
Participant’s death or Disability (or term or concept of like import, as
defined in the Participant’s employment agreement with the Company), the SARs
shall become vested and exercisable with respect to the number of Shares that
would have vested if the Participant’s employment had continued for an
additional twelve month period.


                                (c)  The SARs will become fully vested upon a
Change in Control, if the Participant remains employed or is otherwise
performing services for the Company at the time of the Change in Control or had
an involuntarily Termination by the Company without Cause at any time during
the 30 day period before the Change in Control.


 


 


 

















 


                                (d)  To the extent that the SARs have become
vested and exercisable with respect to a number of Shares of Common Stock as
provided herein, the SARs may thereafter be exercised by the Participant, in
whole or in part, at any time or from time to time prior to the expiration of
the term of the SARs by the filing of any written form of exercise notice as
may be required by the Committee.  Upon
expiration of the SARs, the SARs shall be canceled and no longer
exercisable.  There shall be no
proportionate or partial vesting in the periods prior to each vesting date and
all vesting shall occur only on the applicable vesting date.


                                (e) 
The provisions of Section 7.4(b) of the Plan regarding Detrimental
Activity shall apply to the SARs, and such provisions are incorporated herein
by reference.


3.             Term.  The term of each SAR shall be 7 years after
the Grant Date, subject to earlier termination in the event of the Participant’s
Termination as specified in Section 4 below.


4.             Termination.


(a)   If the Participant’s Termination is by reason
of death, Disability (or term or concept of like import, as defined in the
Participant’s employment agreement with the Company) or Retirement, the SARs,
to the extent vested and exercisable at the time of the Participant’s
Termination, shall remain exercisable by the Participant (or, in the case of
death, by the legal representative of the Participant’s estate) at any time
within a period of one year from the date of such Termination, but in no event
beyond the expiration of the term set forth in Section 3 above; provided,
however, that in the case of Disability (or term or concept of like import, as
defined in the Participant’s employment agreement with the Company) or
Retirement,  if the Participant dies
within such exercise period, all unexercised SARs held by such Participant
shall thereafter be exercisable, to the extent they were exercisable at the
time of death, for a period of one year from the date of such death, but in no
event beyond the expiration of the term set forth in Section 3 above.


(b)   If a Participant’s Termination is voluntary
(but is not a termination described in Section 4(c)), or is an involuntary
Termination by the Company without Cause, a Termination by the Participant for
Good Reason (as defined in the Participant’s employment agreement with the
Company), or a Termination by the Participant due to non-renewal by the Company
of such Employment Agreement, all SARs that are held by such Participant that
are vested and exercisable at the time of such Termination may be exercised by
the Participant at any time with a period of 60 days from the date of such
Termination, but in no event beyond the expiration of the term set forth in
Section 3 above.


(c)   In the event of the Participant’s Termination
for Cause or the Participant’s voluntary Termination after an event that would
be grounds for a Termination for 


 


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Cause, the Participant’s
entire SARs (whether or not vested) shall terminate and expire upon such
Termination.


(d)   Any portion of the SARs that is not vested as
of the date of the Participant’s Termination for any reason shall terminate and
expire as of the date of such Termination.


5.             Withholding.  The Participant shall pay, or make
arrangements to pay, in a manner satisfactory to the Company, prior to the
issuance or delivery of any Shares of Common Stock, an amount equal to the
amount of all applicable foreign, federal, state, provincial and local taxes
that the Company is required to withhold at any time.  In the absence of such arrangements, any
statutorily required withholding obligation may, as determined at the sole discretion of the
Committee, be satisfied by delivery to
the Company of Shares of Common Stock issuable under this Agreement, valued at
Fair Market Value as of the date of such withholding obligation, equal to the
statutorily required withholding obligation.


6.             Restriction on
Transfer of SARs.  Except
as otherwise provided herein, the SARs are not transferable otherwise than by
will or under the applicable laws of descent and distribution and during the
lifetime of the Participant may be exercised only by the Participant or his or
her guardian or legal representative.  In
addition, except as otherwise provided herein, the SARs shall not be assigned,
negotiated, pledged or hypothecated in any way (whether by operation of law or
otherwise), and the SARs shall not be subject to execution, attachment or
similar process.  Except as otherwise
provided herein, upon any attempt to transfer, assign, negotiate, pledge or
hypothecate the SARs, or in the event of any levy upon the SARs by reason of
any execution, attachment or similar process contrary to the provisions hereof,
the SARs shall immediately become null and void.  Notwithstanding anything herein to the
contrary, the SARs may be transferred to a Family Member in whole or in part,
subject to the terms and conditions of this Agreement.  The SARs, if transferred pursuant to this
provision, may be exercised by any such Family Member at such times and to such
extent that the SARs would have been exercisable by the Participant if no
transfer had occurred.  Any transfer made
pursuant to this provision shall be effective solely upon written notice to the
Company of such transfer and delivery to the Company of written evidence of any
such transfer.  Only one (1) transfer to
a Family Member may be made pursuant to this provision, unless a transfer is
made from the Family Member to the Participant or unless otherwise permitted by
the Committee.


7.             Rights as a
Stockholder.  The
Participant shall have no rights as a stockholder with respect to any Shares
covered by any SARs unless and until the Participant has become the holder of
record of the Shares, and no adjustments shall be made for dividends in cash or
other property, distributions or other rights in respect of any such Shares,
except as otherwise specifically provided for in this Agreement or the Plan.


8.             Provisions of Plan
Control.  This Agreement
is subject to all the terms, conditions and provisions of the Plan, including,
without limitation, the amendment provisions thereof, and to such rules,
regulations and interpretations relating to the Plan as may be adopted by the
Committee and as may be in effect from time to time.  The Plan is incorporated herein by
reference.  By signing and returning this
Agreement, the Participant acknowledges having received and read a copy of the
Plan and agrees to comply with it, this Agreement and all applicable laws and
regulations.  Capitalized terms in this
Agreement that are not otherwise defined shall have the same meaning as set
forth in the Plan.  If and to the extent
that this Agreement conflicts or is inconsistent with the terms, conditions and
provisions of the Plan, the Plan shall control, and this Agreement shall be
deemed to be modified accordingly.  This
Agreement contains 


 


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the entire understanding of
the parties with respect to the subject matter hereof (other than any exercise
notice or other documents expressly contemplated herein or in the Plan) and
supersedes any prior agreements between the Company and the Participant with
respect to the subject matter hereof.


9.             No Modification or Waiver.  Except as otherwise provided in the Plan, no
modification or waiver of any of the provisions of this Agreement shall be
effective unless in writing and signed by the party against whom it is sought
to be enforced. 


10.          Notices.  Any notice or communication given hereunder
shall be in writing and shall be deemed to have been duly given when delivered
in person, or by regular United States mail, first class and prepaid, to the
appropriate party at the address set forth below (or such other address as the
party shall from time to time specify):  


If to the Company, to:


Maidenform Brands, Inc.

154 Avenue E

Bayonne, New Jersey  07002

Attention: General Counsel


If to the Participant, to the address on file with the Company.


11.           No Obligation to
Continue Employment.  This
Agreement is not an agreement of employment. 
This Agreement does not guarantee that the Company or its Affiliate will
employ or retain, or continue to employ or retain the Participant for any
specific time period, nor does it modify in any respect the Company or the its
Affiliate’s right to terminate or modify the Participant’s employment or
compensation.


12.           Legend.  The Company may at any time place legends
referencing any applicable federal, state or foreign securities law restrictions
on all certificates representing Shares issued pursuant to this Agreement.  The Participant shall, at the request of the
Company, promptly present to the Company any and all certificates representing
Shares acquired pursuant to this Agreement in the possession of the Participant
in order to carry out the provisions of this Section.


13.           Securities
Representations.  The
grant of the SARs and issuance of Shares upon exercise of the SARs shall be
subject to, and in compliance with, all applicable requirements of federal,
state or foreign securities law.  No
Shares may be issued hereunder if the issuance of such Shares would constitute
a violation of any applicable federal, state or foreign securities laws or other
law or regulations or the requirements of any stock exchange or market system
upon which the Shares may then be listed. 
As a condition to the exercise of the SARs, the Company may require the
Participant to satisfy any qualifications that may be necessary or appropriate,
to evidence compliance with any applicable law or regulation.


                The
Shares are being issued to the Participant and this Agreement is being made by
the Company in reliance upon the following express representations and
warranties of the Participant.  The
Participant acknowledges, represents and warrants that:


                (a)   He or she has been advised that he or she
may be an “affiliate” within the meaning of Rule 144 under the Securities Act
of 1933, as amended (the “Act”), currently or at 


 


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the time he or she desires to sell the Shares
acquired upon exercise of the SARs,  and in this connection the Company is relying
in part on his or her representations set forth in this section.


                (b)   If he or she is deemed an affiliate within
the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless
an exemption from any applicable resale restrictions is available or the
Company files an additional registration statement (or a “re-offer prospectus”)
with regard to such Shares and the Company is under no obligation to register
the Shares (or to file a “re-offer prospectus”).


                (c)   If he or she is deemed an affiliate within
the meaning of Rule 144 of the Act, he or she understands that the exemption
from registration under Rule 144 will not be available unless (i) a public
trading market then exists for the Common Stock of the Company, (ii) adequate
information concerning the Company is then available to the public, and (iii)
other terms and conditions of Rule 144 or any exemption therefrom are complied
with; and that any sale of the Shares may be made only in limited amounts in
accordance with such terms and conditions.


14.          Miscellaneous.  This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, legal
representatives, successors and assigns.


(a)           This Agreement shall be governed and
construed in accordance with the laws of Delaware (regardless of the law that
might otherwise govern under applicable Delaware principles of conflict of
laws).


(b)           This Agreement may be executed in one
or more counterparts, all of which taken together shall constitute one
contract.


(c)           The failure of any party hereto at
any time to require performance by another party of any provision of this
Agreement shall not affect the right of such party to require performance of
that provision, and any waiver by any party of any breach of any provision of
this Agreement shall not be construed as a waiver of any continuing or
succeeding breach of such provision, a waiver of the provision itself, or a
waiver of any right under this Agreement.


IN
WITNESS WHEREOF, the parties have executed this Agreement on the date and year
first above written.


	
   

  	
   

  	
   

  	
  MAIDENFORM BRANDS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized
  Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Participant

  



 


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