Draft
      of April 29, 2009

                  


          

          
            	
                     
      

                  	
                    Employees
      (Non Executives)

                  


          

        

         

         

        NON-TANDEM
STOCK APPRECIATION RIGHTS AGREEMENT

        PURSUANT
TO THE

        MAIDENFORM
BRANDS, INC.

        2005
STOCK INCENTIVE PLAN

         

        AGREEMENT
(“Agreement”), dated as of the ___ day of ______, 2009 by and between Maidenform
Brands, Inc. (the “Company”) and __________ (the “Participant”).

         

        W I T N E S S E T H:

         

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

         

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

         

        WHEREAS, the Participant is an
Eligible Employee under the Plan; and

         

        WHEREAS, on _____________,
2009 (the “Grant Date”) the Committee authorized the grant to the Participant of
Non-Tandem Stock Appreciation Rights (“SARs”) set forth in this
Agreement.

         

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

         

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

         

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

         

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

         

        
          
            
            

          

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

         

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

         

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

         

        4.           Termination.

         

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

         

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

         

        (c) 
In the event of the Participant’s Termination for Cause or the Participant’s
voluntary Termination after an event that would be grounds for a Termination for
Cause, the Participant’s entire SARs (whether or not vested) shall terminate and
expire upon such Termination.

         

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

         

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

         

        
          
            
            

          

          
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        6.           Restriction
on Transfer of SARs.  The SARs are not transferable otherwise
than by will or under the applicable laws of descent and distribution and during
the lifetime of the Participant may be exercised only by the Participant or the
Participant’s guardian or legal representative.  In addition, the SARs
shall not be assigned, negotiated, pledged or hypothecated in any way (whether
by operation of law or otherwise), and the SARs shall not be subject to
execution, attachment or similar process.  Upon any other attempt to
transfer, assign, negotiate, pledge or hypothecate the SARs, or in the event of
any levy upon the SARs by reason of any execution, attachment or similar process
contrary to the provisions hereof, the SARs shall immediately become null and
void.

         

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

         

        8.           Provisions
of Plan Control.  This Agreement is subject to all the terms,
conditions and provisions of the Plan, including, without limitation, the
amendment provisions thereof, and to such rules, regulations and interpretations
relating to the Plan as may be adopted by the Committee and as may be in effect
from time to time.  The Plan is incorporated herein by
reference.  By signing and returning this Agreement, the Participant
acknowledges having received and read a copy of the Plan and agrees to comply
with it, this Agreement and all applicable laws and
regulations.  Capitalized terms in this Agreement that are not
otherwise defined shall have the same meaning as set forth in the
Plan.  If and to the extent that this Agreement conflicts or is
inconsistent with the terms, conditions and provisions of the Plan, the Plan
shall control, and this Agreement shall be deemed to be modified
accordingly.  This Agreement contains the entire understanding of the
parties with respect to the subject matter hereof (other than any exercise
notice or other documents expressly contemplated herein or in the Plan) and
supersedes any prior agreements between the Company and the Participant with
respect to the subject matter hereof.

         

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

         

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

         

        If to the
Company, to:

         

        Maidenform
Brands, Inc.

        485F US
Hwy 1 South

        Iselin,
NJ 08830

        Attention:
General Counsel

         

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

         

        
          
            
            

          

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

         

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

         

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

         

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

         

        (a)   He or she has been
advised that he or she may be an “affiliate” within the meaning of Rule 144
under the Securities Act of 1933, as amended (the “Act”), currently or at the
time he or she desires to sell the Shares acquired upon exercise of the SARs,
and in this connection the Company is relying in part on his or her
representations set forth in this section.

         

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

         

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

         

        
          
            
            

          

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

         

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

         

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

         

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

         

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

         

      

       

      
        
          
            
              
                
                  
                    
                      
                        	 	 
      	 
      	
                                MAIDENFORM
      BRANDS, INC.

                              	 
	 	 
      	 
      	 
      	 
	Date:  	
                                  
      

                              	 
      	
                                By:

                              	 
      	 
	 	 
      	 
      	
                                Authorized
      Officer

                              	 
	 	 
      	 
      	 
      	 
	Date:  	
                                 
      

                              	 
      	 
      	 
	 	 
      	 
      	
                                Participant

                              	 


                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
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