Unassociated Document


    Execution
      Copy

     

    EMPLOYMENT
      AGREEMENT

     

    AGREEMENT
      dated as of October 8, 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”), Patrick J. Burns (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 on October
      13, 2008 and it shall continue for a period of one year thereafter (the “Initial
      Term”), unless this Agreement shall be renewed for an additional term or terms
      in accordance with paragraph (b) of this Section 2, or unless earlier terminated
      as provided herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

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

     

    (b) Incentive
      Compensation.
      The
      Employee shall be a participant in the Maidenform Brands, Inc. 2005 Annual
      Performance Bonus Plan (the “Bonus Plan”) for the period from December 30, 2007
      through January 3, 2009 (the “2008 Fiscal Year”) with achievement of 100% Actual
      Operating Percentage (as defined in the Bonus Plan) paying a bonus of 70% 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 upon Compensation as defined in the Bonus Plan and upon such
      performance goals permitted under the Bonus Plan and subject to the conditions
      set forth in the Bonus Plan. For the 2008 Fiscal Year, 

    
      
        
        

      

      
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    the Company guarantees a bonus pursuant to the Bonus Plan
      of
      not less than $100,000 paid in accordance with the Bonus Plan.

     

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

     

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

     

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

     

    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 

     

    
      
        
        

      

      
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    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.

     

    (d) Initial
      Bonus.
      In
      addition to any other Compensation or Incentive Compensation due hereunder,
      Employer shall pay to Employee a gross lump sum of Fifty Thousand ($50,000)
      Dollars (subject to normal tax withholdings and other required deductions)
      coincident with payment of the first installment of Base Salary to Employee
      paid
      in accordance with the Employer’s normal payroll practices. It is understood and
      agreed that this Initial Bonus is excluded from Compensation for the purposes
      of
      the calculation of Incentive Compensation pursuant to the Bonus Plan but treated
      as Compensation solely to the extent provided for in any other employee benefit
      plan.

     

    
      
        
        

      

      
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    4. Duties.
      During
      the Term of Employment, the Employee shall be engaged as Executive Vice
      President - Sales and Marketing of Maidenform, Inc. and its subsidiary companies
      (hereinafter individually and collectively along with the Parent called the
      “Employer’s Group”). The Employee shall have the responsibility and authority
      commensurate with such position, which duties shall include providing strategic
      direction and management of the Retail, Sales, and Marketing functions, subject
      to the supervision of the Chief Executive Officer. In addition, the Employee
      shall have such other or more specific responsibilities or duties with respect
      to the business of the Employer’s Group consistent with the Employee’s position
      as Executive Vice President - Sales and Marketing of Maidenform, Inc. as may
      be
      determined and assigned to the Employee from time to time by or upon the
      authority of the Chief Executive Officer. The Employee shall report to the
      Chief
      Executive Officer. 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.

     

    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 

     

    
      
        
        

      

      
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    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. 

     

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

     

    7. Vacation.
      The
      Employee shall be entitled to twenty (20) days of paid vacation during each
      of
      the successive twelve (12) month periods comprising the Term of Employment,
      or a
      pro rata portion thereof for any such successive period which is less than
      twelve (12) months. Vacation hereunder shall be taken at times which are
      mutually determined by the 

    
      
        
        

      

      
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    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.

     

    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
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    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

     

    (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 


    
      
        
        

      

      
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    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.

     

    (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 

    
      
        
        

      

      
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    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 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, 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:
       

      (1) Payment
        of an amount equal to the sum of his Base Salary (as in effect on the
        Termination Date), plus an amount equal to one times his average annual bonus
        (taking into account all annual bonuses paid under Section 3(b) hereof for
        the
        applicable year) over the three fiscal years immediately preceding his
        termination of employment, determined by annualizing the bonus actually paid
        with respect to any partial year. For purposes of clarity, if there have
        been
        fewer than three fiscal years immediately preceding any such termination,
        the
        average of such annual bonuses will be calculated using as a denominator
        the
        actual number of fiscal years in which she has worked for the Employer. This
        amount shall be subject to tax and other required withholdings and, subject
        to
        any delays required pursuant to Sections 10(d) and 10(e), will be payable
        in
        equal periodic 

    


    
      
        
        

      

      
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    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).

     

    (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 diminution
      of
      his authority, duties, or responsibilities (including reporting
      requirements);

    
      
        
        

      

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

     

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

     

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

     

    provided
      that
      within
      ninety (90) days after the initial existence of such event,
      the
      Employer shall be given notice and an opportunity, not less than thirty (30)
      days, to effectuate a cure for such asserted “Good Reason” by the Employee.
      Employee’s resignation hereunder for Good Reason shall not occur later than one
      hundred fifty (150) days following the initial date on which the event Employee
      claim constitutes Good Reason occurred.


    (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,


     

    
      
        
        

      

      
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then with regard to any payment or the providing of any
    benefit made
    subject to this Section 10(d), to the extent such payment and benefits exceed
    the Separation Pay Limit (as defined herein) and is required to be delayed in
    compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not
    be
    made or provided prior to the earlier of (i) the expiration of the six-month
    period measured from the date of the Employee’s “separation from service” and
    (ii) the date of the Employee’s death. On the first day of the seventh month
    following the date of the Employee’s “separation from service” or, if earlier,
    on the date of his death, all payments delayed pursuant to this Section 10(d)
    (whether they would have otherwise been payable in a single sum or in
    installments in the absence of such delay) shall be paid or reimbursed to
    Employee in a lump sum, and any remaining payments and benefits due under this
    Agreement shall be paid or provided in accordance with the normal payment dates
    specified for them herein. For purposes of this Agreement, the “Separation
    Pay Limit”
means
    two times the lesser of: (i) the Employee’s annualized compensation based on the
    Employee’s annual rate of pay for the Employee’s taxable year preceding the
    taxable year in which the Employee’s termination of employment occurs; and (ii)
    the maximum amount that may be taken into account under a tax-qualified plan
    pursuant to Code Section 401(a)(17) for the year in which the Employee
    terminates employment.
     

    (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 


    
      
        
          
          

        

        
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    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



    
      
        
          
          

        

        
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    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.
      


      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 rights, 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 


    
      
        
          
          

        

        
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    delivered
      to the Employer or such subsidiary or
      affiliate promptly upon the expiration or termination of the Term of
      Employment.

     

    (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;

    


    (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 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

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

     

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

    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


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

     

    To
      the
      Employer:

     

    Maidenform,
      Inc.

    485
      F
      U.S. Highway 1 South

    Iselin,
      New Jersey 08830

    Attention:

    Steven
      N.
      Masket

    Telecopier:
      201-603-5900

     

    To
      the
      Employee:

     

    Patrick
      J. Burns

    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
      


    
      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

    

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

    


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

     

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

     

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

     

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


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


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

     

    22. Section
      409A.

     

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

     

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


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


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

    


    
      	
              MAIDENFORM,
                INC.

            	 	 
	 	 	 	 
	
              By:

            	
              /s/
                Maurice S. Reznik

            	 	
              /s/
                Patrick J. Burns 

            
	 	 	 	
              Patrick
                J. Burns

            
	 	
              Chief
                Executive Officer

            	 	 


    

     

    Solely
      with respect to Sections 3(c),

    4,
      and
      19:

    


    Maidenform
      Brands, Inc.

    


    
      	
              By:

            	
              /s/
                Maurice S. Reznik

            
	 	
              Chief
                Executive Officer

            


    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    Exhibit
      “A”

     

    FULL
      AND FINAL WAIVER AND RELEASE OF CLAIMS

     

    1. I
      have
      had the opportunity to review and consider this Full and Final Waiver and
      Release of Claims (“Waiver and Release”), and information on the benefits
      available to me in accordance with the Employment Agreement between Maidenform,
      Inc. and me dated as of October 8, 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,  


    
      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

    

    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.

    


    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 this 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 


    
      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

    

    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. 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 


    
      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

    

    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 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 


    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    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.

     

    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.

     

    13. 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