-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PS1kGKzgmjrmiNXT/hWqGL+oio7P2HCBDebs0WMure3rKWjurHMqQ8SsuYsehzrv EhdTi/1mk0ugC6j+tS5P6w== 0001144204-08-032112.txt : 20080527 0001144204-08-032112.hdr.sgml : 20080526 20080527082043 ACCESSION NUMBER: 0001144204-08-032112 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080523 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080527 DATE AS OF CHANGE: 20080527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Maidenform Brands, Inc. CENTRAL INDEX KEY: 0001323531 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 061724014 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32568 FILM NUMBER: 08859480 BUSINESS ADDRESS: STREET 1: 154 AVENUE E CITY: BAYONNE STATE: NJ ZIP: 07002 BUSINESS PHONE: 201 436 9200 MAIL ADDRESS: STREET 1: 154 AVENUE E CITY: BAYONNE STATE: NJ ZIP: 07002 8-K 1 v115774_8k.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 23, 2008

Maidenform Brands, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
1-32568
 
06-1724014
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)

485F US Hwy 1 South
   
Iselin, NJ
 
08830
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code (732) 621-2500
 

(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 27, 2008, Maidenform, Inc. (the “Employer”), a wholly owned subsidiary of Maidenform Brands, Inc. (the “Parent”), announced the appointment of Christopher W. Vieth, 43, as its Executive Vice President, Chief Operating Officer and Chief Financial Officer, commencing on May 27, 2008. The press release announcing Mr. Vieth’s appointment is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 5.02.

The principal terms of Mr. Vieth’s employment are set forth in an employment agreement entered into among the Employer, the Parent and Mr. Vieth dated May 23, 2008 (the “Employment Agreement”). The Employment Agreement provides for a one-year employment term commencing on May 27, 2008 that will be automatically renewed for successive periods of one year unless either the Employer or Mr. Vieth decide to terminate the agreement on 120 days’ notice. The Employment Agreement provides that Mr. Vieth will receive a base salary of not less than $425,000 per year. The Employment Agreement also provides that Mr. Vieth will 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”) and based upon the achievement of certain performance criteria related to operating income, net sales and personal goals, will be entitled to receive a bonus of $255,000 at 100% achievement and up to $459,000 at maximum achievement, payable in accordance with the Bonus Plan. For fiscal years thereafter during the term of his employment, Mr. Vieth’s incentive compensation will 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. Mr. Vieth is also entitled to participate in all benefit plans and programs available to the Employer’s other senior executives.
 
Pursuant to the Employment Agreement, on June 2, 2008 (the “Grant Date”) Mr. Vieth will receive the following long term incentives (the “Equity Incentives”) pursuant to the Maidenform Brands, Inc. 2005 Stock Incentive Plan (the “Stock Incentive Plan”), each as calculated based on the closing stock price of the Parent’s common stock on May 30, 2008,
the last business day before the Grant Date:

 
·
a number of shares of Restricted Stock with a value of $138,125; and
 
·
a number of Non-Tandem Stock Appreciation Rights with a Black-Scholes value of $138,125 with a reference price equal to the closing stock price of the Parent’s common stock on May 30, 2008.

Except as described below, the Equity Incentives will vest and become exercisable, as applicable, in equal annual installments over a four year period following the Grant Date provided Mr. Vieth remains continuously employed through the applicable vesting date.

If Mr. Vieth’s employment is terminated by the Employer without “cause” or by Mr. Vieth for “good reason” (each as defined in the Employment Agreement), or if the Employer elects not to extend the term of the agreement, subject to Mr. Vieth’s execution of a general release of claims, Mr. Vieth will be entitled to:
 
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·
an amount equal to his then current base salary, plus, in the event such termination occurs after the end of the 2008 Fiscal Year, an amount equal to his average annual bonus over the three fiscal years (or, if less, the actual number of years of employment) immediately preceding his termination of employment, determined by annualizing the bonus actually paid with respect to any partial year (which, with respect to the 2008 fiscal year will be deemed to have been paid for 9 months of service), payable in equal periodic installments over a period of 12 months from the date of termination (subject to delay to the extent required under Section 409A of the Internal Revenue Code);

 
·
in the event such termination occurs during the 2008 Fiscal Year, payment of an amount equal to the bonus he would have been entitled for the 2008 Fiscal Year had his employment not terminated, prorated to the date of termination based on the number of days actually employed during the 2008 Fiscal Year and based upon actual results and the Employer’s financial performance for the 2008 Fiscal Year, payable when such bonus would be payable to the Employer’s other employees (subject to delay to the extent required under Section 409A of the Internal Revenue Code);

 
·
if Mr. Vieth (or his dependents) timely elect coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then for a period of 12 months following the date of termination, the Employer will make monthly payments (subject to delay to the extent required under Section 409A of the Internal Revenue Code) to the Employee of an amount equal to 100% of the monthly premium for such COBRA coverage for the applicable month, grossed up to reflect all applicable taxes; and

 
·
additional vesting of the Equity Incentives with respect to the number of shares that would have vested had his employment continued for an additional 12 month period.

If Mr. Vieth dies or his employment is terminated by the Employer due to his having suffered a Disability (as defined in the Employment Agreement), Mr. Vieth will be entitled to payment of an amount equal to the bonus he would have been entitled to receive for the year of termination had his employment not terminated, prorated to the date of termination based on the number of days actually employed during such year and based upon actual results and the Employer’s financial performance for such year, payable when such bonus would be payable to the Employer’s other employees.

In addition, 100% of the then unvested Equity Incentive shares will become vested upon a Change in Control (as defined in the Stock Incentive Plan).

The terms of the Employment Agreement provide that for a period of 12 months following the termination of Mr. Vieth’s employment for any reason he will not directly or indirectly, without the written consent of the Parent’s Board of Directors:

 
·
compete with the Employer and its subsidiaries or the Parent (collectively, the “Employer’s Group”) in any business activity directly competitive with the business of the Employer Group;
 
·
become interested in any manner with any person or entity that is engaged in any business activity directly competitive with the business of the Employer Group;
 
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·
solicit or attempt to solicit certain customer’s of the Employer’s Group for the purpose of offering or selling certain products or services then offered to the customer by the Employer’s Group;
 
·
influence or attempt to influence any supplier, customer or potential customer of the Employer’s Group to terminate or modifying any of their arrangements with the Employer’s Group;
 
·
influence or attempt to influence any person to terminate his or her service relationship with the Employer’s Group; or
 
·
employ or retain any person employed or retained by the Employer’s Group in the 6 month period prior to Mr. Vieth’s termination.

The Employment Agreement also contains proprietary information and confidentiality provisions. Mr. Vieth also agreed to assign to the Employer any intellectual property rights he may have in any developments or discoveries that he conceives, creates, makes, develops, reduces to practice or acquires during the term of his employment.

The foregoing description of the Employment Agreement is only a summary and is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference into this Item 5.02.

Prior to joining the Employer, Mr. Vieth served as Chief Administrative Officer and Chief Financial Officer of Blue Tulip Corporation since November 2006. Prior to that, Mr. Vieth was Chief Financial Officer of Dow Jones and Company from July 2002 to September 2006 and also served as Vice President of Finance and Chief Accounting Officer from July 2000 to June 2002. From 1995 to 2000, Mr. Vieth held senior finance and operational positions at Barnes & Noble, Inc., including Vice President and Controller. Mr. Vieth spent seven years at Amerada Hess Corporation, from 1987 to 1995, in the company’s financial planning and control division.

There were no arrangements or understandings between Mr. Vieth and any other persons pursuant to which Mr. Vieth was selected or nominated as an officer of the Employer. Mr. Vieth does not have a family relationship with any director or executive officer of the Employer or the Parent. Other than as disclosed herein, there were no transactions since the beginning of the Employer’s last fiscal year between the Employer and Mr. Vieth.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:
 
 
10.1
Employment Agreement, dated May 23 2008, among Maidenform, Inc., Maidenform Brands, Inc. and Christopher W. Vieth.

 
99.1
Press Release entitled “Maidenform Brands, Inc. Appoints Christopher W. Vieth as Chief Operating Officer and Chief Financial Officer” issued by Maidenform Brands, Inc. on May 27, 2008.
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  
MAIDENFORM BRANDS, INC.
 
   
Date:  May 27, 2008
By: 
/s/ Steven N. Masket
   
  
Name:
Steven N. Masket
         
  
Title:
Executive Vice President and General Counsel
 
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EXHIBIT INDEX
 
    Exhibit
     
10.1
 
Employment Agreement, dated May 23, 2008, among Maidenform, Inc., Maidenform Brands, Inc. and Christopher W. Vieth.
     
99.1
 
Press Release entitled “Maidenform Brands, Inc. Appoints Christopher W. Vieth as Chief Operating Officer and Chief Financial Officer” issued by Maidenform Brands, Inc. on May 27, 2008.
 
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EX-10.1 2 v115774_ex10-1.htm
 
AGREEMENT dated as of May 23, 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”), Christopher W. Vieth (the “Employee”), and solely for purposes of Sections 3(c), 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 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 May 27, 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.
 
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(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 80% of Deemed Base Salary (as hereinafter defined), payable in accordance with the Bonus Plan and based upon such performance goals permitted under the Bonus Plan, except that for the 2008 Fiscal Year, Deemed Base Salary (for purposes of determining Compensation covered by the Bonus Plan for the 2008 Fiscal Year) shall be Three Hundred Eighteen Thousand Seventy and Fifty ($318,750) Dollars. 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.
 
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(c) Equity Incentives.
 
(i) Equity Incentives Granted on or after the Date Hereof. Subject to the approval of the Compensation Committee of the Board of Parent, 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 Maidenform Brands, Inc. 2005 Stock Incentive Plan (the “Stock Incentive Plan”) with a Black-Scholes value of Two Hundred Seventy-Six Thousand Two Hundred and 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:
 
(x)  That number of shares of Restricted Stock equal in value to One Hundred Thirty- Eight Thousand One Hundred and 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
 
(y) 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 and Twenty-Five ($138,125) Dollars.
 
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Such equity incentives 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.
 
4. Duties. During the Term of Employment, the Employee shall be engaged as Executive Vice President and Chief Financial Officer/Chief Operating Officer 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 to manage and direct the finance, Information technology, sourcing, distribution and supply chain activities of the Employer, subject to the supervision of the Chief Executive Officer and the Boards of Directors of the Employer and the Parent and, with respect to his role as Chief Financial Officer, to the Audit Committees of the Boards of Directors of the Employer and the Parent, as well. 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 and Chief Financial Officer /Chief Operating Officer as may be determined and assigned to the Employee from time to time by or upon the authority of the Chief Executive Officer or the Board of Directors of the Employer or the Parent. The Employee shall report to the Chief Executive Officer and, with respect to his role as the Chief Financial Officer to the Audit Committees of the Boards of Directors of the Employer and the Parent, as well. 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.
 
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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 offices, 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 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.
 
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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 Employer and the Employee not to interfere, in any material respect, with the Employee’s performance of his duties hereunder.
 
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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. 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 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”).
 
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(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 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 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 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.
 
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(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 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 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), subject to the Employee’s execution, delivery and non-revocation of a release, 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:
 
9

 
(1) Payment of an amount equal to the sum of his Base Salary (as in effect on the Termination Date), plus, in the event such termination occurs after the end of Fiscal 2008, 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 (which, with respect to the 2008 Fiscal Year will be deemed to have been paid for 9 months of service). 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 he 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 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).
 
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(2) In the event such termination occurs during Fiscal 2008, payment of an amount equal to the bonus the Employee would have been entitled for Fiscal 2008 had the Employee’s employment not terminated, prorated to the Termination Date based on the number of days actually employed during Fiscal 2008 and based upon actual results and the Employer’s financial performance for Fiscal 2008, and, subject to any delays required pursuant to Sections 10(d) and 10(e), payable when such bonus would be payable to other employees for Fiscal 2008.
 
(3) 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.
 
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(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);
 
(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.
 
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(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, 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.
 
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(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 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.
 
14

 
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.
 
15

 
(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 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 delivered to the Employer or such subsidiary or affiliate promptly upon the expiration or termination of the Term of Employment.
 
16

 
(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;
 
17

 
(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 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:
 
Christopher Vieth
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.
 
20

 
 
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 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/ Thomas J. Ward
 
/s/ Christopher W. Vieth
 
Thomas J. Ward
 
Christopher W. Vieth
 
Chief Executive Officer
   

Solely with respect to Sections 3(c),
4, and 19:

Maidenform Brands, Inc.
   
By:
/s/ Thomas J. Ward
 
Thomas J. Ward
 
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 May 23, 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, 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, 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.

A-1


3. Without limiting the generality of the foregoing paragraph, but subject to the limitations set forth in Section 2 hereof, 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, 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 Human Rights Law, the New York City Administrative Code, New Jersey Civil Rights Act or the New Jersey Law Against Discrimination) 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.

A-2


4. 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:
 
(i) I voluntarily elect to take advantage of Section 10 of the Employment Agreement and execute this Waiver and Release and have had at least twenty-one (21) days to consider and review this Waiver and Release;
 
(ii) 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;
 
(iii) I fully understand the meaning and intent of this Waiver and Release;
 
A-3

 
(iv) I fully understand and acknowledge that the payments and other benefits provided pursuant to Section 10 of the Employment Agreement, (A) are, except as expressly set forth herein, in full discharge of any and all liabilities and obligations of the Company to me, monetarily or with respect to employee benefits or otherwise, including but not limited to any and all obligations arising under any alleged written or oral employment agreement, policy, plan or procedure of the Company and/or any alleged understanding or arrangement between me and the Company; and (B) exceed any payment, benefit, or other thing of value to which I might otherwise be entitled under any policy, plan or procedure of the Company and/or any agreement between me and the Company without the execution of this Waiver and Release;

(v) I have not incurred any injury or disability precluding regular employment as a result of my employment at the Company;
 
(vi) 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;
 
(vii) 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

A-4


(viii) I understand that this Waiver and Release will be final and binding on me on the eighth (8th) day following the date I sign this document (“Release Effective Date”) unless I properly revoke the election I have made in this document by delivering to the Company a written notice of revocation, by facsimile transmission to (201) 436-9506 and by certified mail, return receipt requested, addressed to Maidenform, Inc. at 485 F U.S. Highway 1 South, Iselin, NJ 08830, Attention: Steven N. Masket, Esq., on or before the close of business on the seventh (7th) day following the date on which I sign this Waiver and Release (the “Revocation Period”). If the last day of the Revocation Period falls on a Saturday, Sunday or holiday, the last day of the Revocation Period will be deemed to be the next business day. In the event I do not accept this Waiver and Release as set forth above, or in the event I revoke this Waiver and Release during the Revocation Period, this Waiver and Release, including but not limited to the obligation of the Company to provide the payments and benefits described in Section 10 of the Employment Agreement, shall be deemed automatically null and void.
 
5. 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 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.

A-5


6. (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.
 
7. 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.
 
8. (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 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.

A-6


(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.
 
9. 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, 5, 6, 7 or 8 shall constitute a material breach of this Waiver and Release as to which the Company may seek all relief available under the law.
 
10. 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

 
EX-99.1 3 v115774_ex99-1.htm
 
Maidenform
 
MAIDENFORM BRANDS, INC. APPOINTS CHRISTOPHER W. VIETH AS CHIEF OPERATING
OFFICER AND CHIEF FINANCIAL OFFICER
 
Accomplished Operational and Financial Leader Brings Multi-Industry Expertise to Maidenform

Iselin, New Jersey, May 27, 2008—Maidenform Brands, Inc. (NYSE: MFB), a global branded marketer of intimate apparel, today announced the appointment of Christopher W. Vieth as Chief Operating Officer and Chief Financial Officer, effective May 27, 2008. In this role, which includes the newly-created position of Chief Operating Officer, Mr. Vieth will be a key member of Maidenform’s executive team, leading the Company’s operational, financial and information technology functions. Mr. Vieth has built a career of developing and implementing business strategies that have resulted in successfully driving financial performance for public and privately held companies. He will report directly to Maidenform’s Chief Executive Officer and Vice Chairman, Thomas Ward.

Mr. Vieth, 43, joins Maidenform from Blue Tulip Corporation, where he served as Chief Administrative Officer and Chief Financial Officer since November 2006. Prior to that, Mr. Vieth was Chief Financial Officer for Dow Jones and Company where he spent six years also serving as Vice President of Finance and Chief Accounting Officer. From 1995 to 2000, Mr. Vieth held senior finance and operational positions at Barnes & Noble, Inc., including Vice President and Controller. Mr. Vieth spent seven years at Amerada Hess Corporation, from 1987 to 1995, in the financial planning and control division.

“Chris has a strong track record of building and driving successful global businesses,” stated Thomas Ward. “His extensive financial, operational and strategic experiences make him a valuable addition to Maidenform’s senior management team. As we expand into new channels of distribution and develop new customers globally, Chris will leverage his multi-industry branded expertise to ensure that our operational and financial opportunities are maximized as we drive the business to new levels of success.”

Commenting on the announcement, Chris Vieth added, “I am excited to join Maidenform where I can combine my professional experiences with my passion for driving strong brands. The Company has sizeable growth prospects and I look forward to partnering with the Maidenform team to aggressively identify, pursue and realize such opportunities.”

Mr. Vieth received his bachelor’s degree in accounting from Saint Francis College. He is also a Certified Public Accountant.
 
About Maidenform Brands, Inc.
Maidenform Brands, Inc. is a global intimate apparel company with a portfolio of established and well-known brands, top-selling products and an iconic heritage. Maidenform designs, sources and markets an extensive range of intimate apparel products, including bras, panties and shapewear. During its 85-year history, Maidenform has built strong equity for its brands and established a solid growth platform through a combination of innovative, first-to-market designs and creative advertising campaigns focused on increasing brand awareness with generations of women. Maidenform sells its products under some of the most recognized brands in the intimate apparel industry, including Maidenform®, Flexees®, Lilyette®, Control ItTM, Sweet Nothings®, Rendezvous®, Subtract®, Bodymates® and Self Expressions®. Maidenform products are currently distributed in approximately 60 countries and territories outside the United States.

 
 

 
 
Maidenform Investor Contact:
Felise Glantz Kissell
(732) 621-2363 or fkissell@maidenform.com
 
Forward Looking Statement: This press release contains forward-looking statements relating to future events and the Company’s future performance within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “potential,” “predicts,” “projects” or similar words or phrases, although not all forward-looking statements contain such identifying words. All forward-looking statements included in this press release are based on information available to the Company on the date hereof. It is routine for the Company’s internal projections and expectations to change as the year or each quarter in the year progress, and therefore it should be clearly understood that the internal projections and beliefs upon which the Company bases its expectations may change prior to the end of each quarter or the year. Although these expectations may change, the Company is under no obligation to inform you if they do. Actual events or results may differ materially from those contained in the projections or forward-looking statements.
 
The following factors, among others, could cause the Company’s actual results to differ materially from those expressed in any forward-looking statements: the Company’s growth cannot be assured and any growth may be unprofitable; potential fluctuations in our results of operations or rate of growth; our dependence on a limited number of customers; the Company has larger competitors with greater resources; retail trends in the intimate apparel industry, including consolidation and continued growth in the development of private brands, resulting in downward pressure on prices, reduced floor space and other harmful changes; failure to anticipate, identify or promptly react to changing trends, styles, or consumer preferences; the Company’s leverage could adversely affect its financial condition; external events that disrupt the Company’s supply chain, result in increased cost of goods or an inability to deliver its products; events which result in difficulty in procuring or producing products on a cost-effective basis; increases in the prices of raw materials; changing international trade regulation, including as it relates to the imposition or elimination of quotas on imports of textiles and apparel; foreign currency exposure; the sufficiency of cash to fund operations and capital expenditures; and the influence of adverse changes in general economic conditions.
 
This list is intended to identify only certain of the principal factors that could cause actual results to differ from those discussed in the forward-looking statements. Readers are referred to the reports and documents filed from time to time by the Company with the Securities and Exchange Commission for a discussion of these and other important risk factors that could cause actual results to differ from those discussed in forward-looking statements.
 
###
 
 
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