Execution
Copy

    

     

    
      EMPLOYMENT AGREEMENT

       

      AGREEMENT
dated as of December 18, 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 N. Masket (the “Employee”), and solely for
purposes of Sections 3, 4, and 19, Maidenform Brands, Inc. (sometimes
hereinafter referred to as “Parent”).

       

      W
I T N E S S E T H :

       

      WHEREAS,
the Employer wishes to continue to employ the Employee for the period provided
in this Agreement, and the Employee is willing to continue 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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (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.  (b)  Base.  During
the Term of Employment, the Employer shall pay the Employee a base salary at not
less than an annual rate of Two Hundred and Eighty-Five Thousand ($285,000.00)
Dollars, in accordance with the Employer’s normal payroll practices (as
increased in accordance with this Section 3(a), the “Base
Salary”).  Such Base Salary shall be reviewed at least annually by the
Compensation Committee (the “Compensation Committee”) of the Board of Directors
of Maidenform Brands, Inc. (the “Board”) and the Compensation Committee may at
any time increase (but not decrease) the Employee’s Base Salary hereunder as the
Compensation Committee may in its sole and absolute discretion deem reasonable
and appropriate.

       

      (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 not less than 55% of Base Salary, payable in
accordance with the Bonus Plan.  For fiscal years there-

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      after
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).

       

      (c)          Equity
Incentives  Any equity incentives granted to Employee 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 Maidenform Brands, Inc. 2005 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) or termination due to the Employee’s Disability (as defined
below) or death, equity incentives granted on or after the date hereof shall
remain exercisable until the earlier of (1) the original expiration date of
the option, or (2) one year following such termination of
employment.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      4.           Duties.  During
the Term of Employment, the Employee shall be engaged as Executive Vice
President, General Counsel and Secretary of Maidenform, Inc., Parent and their
subsidiary companies (hereinafter individually and collectively called the
“Employer’s Group”).  The Employee shall have the responsibility and
authority commensurate with such position as the Chief Legal Officer and
Secretary of the Employer’s Group.  In addition, the Employee shall
have such other or more specific responsibilities or duties with respect to the
business of the Employer’s Group consistent with the Employee’s position as
Executive Vice President, General Counsel and Secretary 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.

       

      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 atten-

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      tion
consistent with the practice of other senior executives similarly situated, to
civic or community affairs and to service on the board of directors or advisory
boards of other non-competing corporations, provided that (i) the Employee shall
serve on no more than two such corporate boards or advisory boards at any time;
(ii) the Compensation Committee shall have approved such board memberships,
which approval shall not be unreasonably withheld; and (iii) it does not
interfere in any material way with the performance of 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 commencing on each July 1 of
employment, or a pro rata portion thereof for any such successive period which
is less than 

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      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.

       

      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 Em-

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      ployee’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

       

      (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 which termination shall
automatically occur on the date of Employee’s death) specifying the event relied
upon for such termination and the effective date of 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      such
termination (the effective date of any termination of employment under this
Section 9 or under Section 10(b) is referred to as the “Termination
Date”).

       

      10.           Payments Upon Termination of
Employment.  (c)  In the event the
Employee’s employment under this Agreement is terminated for any reason
specified in Section 9 above the Term of Employment shall terminate as of the
Termination Date and the Employer shall be under no obligation hereunder either
to continue the Employee’s employment or to provide the Employee with any
payment or benefit of any kind whatsoever, except for the Employee’s Base Salary
through the Termination Date paid in accordance with the Employer’s normal
payroll practices and such vested benefits or rights which the Employee may have
accrued through the Termination Date hereunder or under any benefit plan of
Employer (other than any severance pay plan maintained by the Employer) paid or
provided in accordance with the terms and conditions of the applicable
plan.  In addition, in the event of termination pursuant to 9(B) or
(C) above, the Employer shall also pay the amount of any incentive compensation
as described in Section 3(b) hereof to which the Employee would have been
entitled for the year of termination had the Employee’s employment not
terminated, prorated to the Termination Date based on the number of days
actually employed during the applicable year, payable when such incentive
compensation would be payable to other employees for that year in accordance
with the applicable bonus plan and based upon actual results and the Employer’s
financial performance for the full applicable year.  In addition, in
the event of termination pursuant to 9(B) or (C) 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      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 (which for the purpose of
this Agreement shall not include a termination as a result of non-renewal of the
Term of Employment pursuant to Section 2(b) above) and it may be terminated
upon notice by the Employee for Good Reason following the expiration of the cure
period under Section 10(c) if circumstances constituting Good Reason exist, and
neither of such terminations of employment shall be a breach of this Agreement
by the Employer so long as the benefits set forth below are provided to the
Employee.  In the event that the Employee’s employment with the
Employer is terminated by the Employer as a result of non-renewal of the Term of
Employment pursuant to Section 2(b) above or terminated by the Employer
without Cause or by the Employee for Good Reason, then, in addition to the
Employee’s Base Salary through the Termination Date paid in accordance with the
Employer’s normal payroll practices and such vested benefits or rights which the
Employee may have accrued through the Termination Date hereunder or under any
benefit plan of the Employer (other than any severance pay plan maintained by
the Employer) paid or provided in accordance with the terms and
conditions of the applicable plan, subject to the Employee’s execution,
delivery and non-revocation of a 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 

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      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:

       

      (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 ac-

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      cordance
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 each such payment shall include a gross-up
payment in an amount equal to all such applicable taxes at the Employee’s
maximum marginal rates.

       

      Notwithstanding
the foregoing, nothing in this Agreement shall be construed to require the
Employee to seek other employment following the termination of 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:

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

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

       

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

       

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

       

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

       

      provided
that within ninety (90) days after the initial existence of such event, the
Employer shall be given notice and an opportunity, not less than thirty (30)
days, to effectuate a cure for such asserted “Good Reason” by the Employee. Employee’s resignation hereunder for Good
Reason shall not occur later than, (i) in the event such resignation for Good
Reason is a Post-CIC Termination, one (1) year following the initial date on
which the event Employee claims constitutes Good Reason occurred, or (ii) in the
event such resignation for Good Reason is not a Post-CIC Termination, one
hundred thirty (130) days following the initial date on which the event Employee
claims constitutes Good Reason occurred.

       

      (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 

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      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 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 

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      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 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 

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      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.

       

      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, correspon-

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      dence,
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.

       

      (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 mate-

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      rial
Developments to the Board and, at any time upon request and at the expense of
the Employer, shall execute, acknowledge and deliver to the Employer all
instruments that the Employer shall prepare, give evidence and take all other
actions that are necessary or desirable in the reasonable opinion of the
Employer to enable the Employer to file and prosecute applications for and to
acquire, maintain and enforce all letters patent, trademark registrations or
copyrights covering the Developments in all countries in which the same are
deemed necessary by the Employer.  All memoranda, notes, lists,
drawings, records, files, computer tapes, programs, software, source and
programming narratives and other documentation (and all copies thereof) made or
compiled by the Employee or made available to the Employee concerning the
Developments or otherwise concerning the business or planned business of the
Employer or any of its subsidiaries or affiliates shall be the property of the
Employer or such subsidiary or affiliate and shall be delivered to the Employer
or such subsidiary or affiliate promptly upon the expiration or termination of
the Term of Employment.

       

      (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 

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      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 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 su

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      ch
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;

       

      (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 

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      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.

       

      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:

       

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      To the
Employer:

       

      Maidenform,
Inc.

      485 F
U.S. Highway 1 South

      Iselin,
New Jersey  08830

      Attention:

      Maurice
Reznik

      Telecopier:  732-

       

      To the
Employee:

       

      Steven N.
Masket

      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.

       

      17.           Entire
Agreement.  This Agreement embodies the entire agreement of the
parties concerning the subject matter hereof and supersedes any prior or
contemporaneous 

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      agreements
or understandings in connection therewith.  Without limiting the
generality of the foregoing, this Agreement, so long as it becomes effective
under Section 2(a) above, supersedes the Employment Agreement dated as of
November 15, 1999 between the Employer and the Employee which, upon the
beginning of the Term of Employment hereunder, shall have no further force or
effect. 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.

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      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.

       

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      
        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 N. Masket

                            	 
	 	
                              Maurice
      S. Reznik

                            	 	 	
                              
                                Steven
      N. Masket

                              

                            	 
	 	
                              
                                
                                  Chief
      Executive Officer

                                

                              

                            	 	 	
                               

                            	 


                    

                  

                

              

            

          

        

         

         

        Solely
with respect to Sections 3, 4, and
19:

        
           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	Maidenform
      Brands, Inc.	 	 	 	 
	 	 	 	 	 	 
	By:	
                                        /s/
      Maurice S. Reznik

                                      	 	 	
                                         

                                      	 
	 	
                                        Maurice
      S. Reznik

                                      	 	 	
                                        
                                           

                                        

                                      	 
	 	
                                        
                                          
                                            Chief
      Executive Officer

                                          

                                        

                                      	 	 	
                                         

                                      	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
             

          

        

      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

      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 18, 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, 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, 

       

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      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, 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 Hu-

       

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

      man
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 ap-

       

       

      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

      plicable
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.

       

      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