EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT OR THE PLAN.
10.
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
4
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 AND SUPERSEDES ANY PRIOR AGREEMENTS BETWEEN THE
COMPANY AND THE PARTICIPANT WITH RESPECT TO THE SUBJECT MATTER HEREOF.
11.
AMENDMENT.
TO THE EXTENT APPLICABLE, THE BOARD OR THE COMMITTEE
MAY AT ANY TIME AND FROM TIME TO TIME AMEND, IN WHOLE OR IN PART, ANY OR ALL OF
THE PROVISIONS OF THIS AGREEMENT TO COMPLY WITH SECTION 409A OF THE CODE AND THE
REGULATIONS THEREUNDER OR ANY OTHER APPLICABLE LAW AND MAY ALSO AMEND, SUSPEND
OR TERMINATE THIS AGREEMENT SUBJECT TO THE TERMS OF THE PLAN.
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 BY THE PARTY
AGAINST WHOM IT IS SOUGHT TO BE ENFORCED.
THE AWARD OF RESTRICTED STOCK
PURSUANT TO THIS AGREEMENT IS NOT INTENDED TO BE CONSIDERED "DEFERRED
COMPENSATION" FOR PURPOSES OF SECTION 409A OF THE CODE.
WITH RESPECT TO ANY
DIVIDENDS AND OTHER RS PROPERTY, HOWEVER, THIS AGREEMENT IS INTENDED TO COMPLY
WITH THE APPLICABLE REQUIREMENTS OF SECTION 409A OF THE CODE RELATING TO
"SHORT-TERM DEFERRALS" THEREUNDER, AND SHALL BE LIMITED, CONSTRUED AND
INTERPRETED IN A MANNER SO AS TO COMPLY THEREWITH.
12.
NOTICES.
ANY NOTICE OR COMMUNICATION GIVEN HEREUNDER SHALL BE IN
WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED IN PERSON, OR
BY REGULAR UNITED STATES MAIL, FIRST CLASS AND PREPAID, TO THE APPROPRIATE PARTY
AT THE ADDRESS SET FORTH BELOW (OR SUCH OTHER ADDRESS AS THE PARTY SHALL FROM
TIME TO TIME SPECIFY):
If to the Company, to:
Maidenform Brands, Inc.
154 Avenue E
Bayonne, New Jersey
07002
Attention:
General Counsel
If to the Participant, to the address on file with the Company.
13.
ACCEPTANCE.
AS REQUIRED BY SECTION 8.2(A) OF THE PLAN, THE
PARTICIPANT MUST ACCEPT THIS AWARD OF RESTRICTED STOCK BY EXECUTING THIS
AGREEMENT WITHIN A PERIOD OF 60 DAYS FROM THE DATE THE PARTICIPANT RECEIVES THIS
AGREEMENT (OR SUCH OTHER