Exhibit 10.10(a)
NON-TANDEM STOCK APPRECIATION RIGHTS AGREEMENT
PURSUANT TO THE
MAIDENFORM BRANDS, INC.
2005 STOCK INCENTIVE PLAN
AGREEMENT ("Agreement"), dated as of the ___ day of ______, 200_ (the "Grant
Date") by and between Maidenform Brands, Inc. (the "Company") and __________
(the "Participant").
W I T N E S S E T H:
WHEREAS, the Company has adopted the Maidenform Brands, Inc. 2005 Stock
Incentive Plan (the "Plan"), a copy of which has been delivered to the
Participant, which is administered by a committee appointed by the Company's
Board of Directors (the "Committee");
WHEREAS, pursuant to Section 7.3 of the Plan, the Committee may grant awards of
Non-Tandem Stock Appreciation Rights in respect shares of its common stock, par
value $0.01 per share ("Common Stock" or the "Shares") in the amount set forth
below; and
WHEREAS, the Participant is an Eligible Employee under the Plan.
NOW, THEREFORE, for and in consideration of the mutual promises herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
GRANT OF NON-TANDEM STOCK APPRECIATION RIGHTS.
SUBJECT IN ALL
RESPECTS TO THE PLAN AND THE TERMS AND CONDITIONS SET FORTH HEREIN AND THEREIN,
THE PARTICIPANT IS HEREBY GRANTED _____ NON-TANDEM STOCK APPRECIATION RIGHTS
("SARS") ; ENTITLING THE PARTICIPANT TO RECEIVE, FOR EACH SAR EXERCISED, A
NUMBER OF SHARES OF COMMON STOCK EQUAL IN VALUE TO THE EXCESS OF THE FAIR MARKET
VALUE OF ONE SHARE OF COMMON STOCK ON THE DATE THE SAR IS EXERCISED OVER
$_______, WHICH AMOUNT SHALL BE NO LESS THAN THE FAIR MARKET VALUE ON THE GRANT
DATE.
2.
EXERCISE.
(A)
THE SARS SHALL VEST AND BECOME EXERCISABLE IN
EQUAL ANNUAL INSTALLMENTS (WHICH SHALL BE CUMULATIVE) ON EACH OF THE FIRST FOUR
ANNIVERSARIES OF THE GRANT DATE (I.E., ONE QUARTER PER YEAR), PROVIDED THAT THE
PARTICIPANT HAS NOT INCURRED A TERMINATION OF EMPLOYMENT PRIOR TO THE APPLICABLE
VESTING DATE.
(B)
IF THE PARTICIPANT'S TERMINATION IS AN
INVOLUNTARY TERMINATION BY THE COMPANY WITHOUT CAUSE, FOR GOOD REASON (AS
DEFINED IN THE PARTICIPANT'S EMPLOYMENT AGREEMENT WITH THE COMPANY), OR DUE TO
NON-RENEWAL BY THE COMPANY OF SUCH EMPLOYMENT AGREEMENT , OR UPON THE
PARTICIPANT'S DEATH OR DISABILITY (OR TERM OR CONCEPT OF LIKE IMPORT, AS DEFINED
IN THE PARTICIPANT'S EMPLOYMENT AGREEMENT WITH THE COMPANY), THE SARS SHALL
BECOME VESTED AND EXERCISABLE WITH RESPECT TO THE NUMBER OF SHARES THAT WOULD
HAVE VESTED IF THE PARTICIPANT'S EMPLOYMENT HAD CONTINUED FOR AN ADDITIONAL
TWELVE MONTH PERIOD.
(C)
THE SARS WILL BECOME FULLY VESTED UPON A
CHANGE IN CONTROL, IF THE PARTICIPANT REMAINS EMPLOYED OR IS OTHERWISE
PERFORMING SERVICES FOR THE COMPANY AT THE TIME OF THE CHANGE IN CONTROL OR HAD
AN INVOLUNTARILY TERMINATION BY THE COMPANY WITHOUT CAUSE AT ANY TIME DURING THE
30 DAY PERIOD BEFORE THE CHANGE IN CONTROL.
(D)
TO THE EXTENT THAT THE SARS HAVE BECOME
VESTED AND EXERCISABLE WITH RESPECT TO A NUMBER OF SHARES OF COMMON STOCK AS
PROVIDED HEREIN, THE SARS MAY