AGREEMENT AND PLAN OF MERGER dated as of July 23, 2013 among MAIDENFORM BRANDS, INC., HANESBRANDS INC. and GENERAL MERGER SUB INC.Agreement and Plan of Merger • July 24th, 2013 • Maidenform Brands, Inc. • Retail-department stores • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 23, 2013 among Maidenform Brands, Inc., a Delaware corporation (the “Company”), Hanesbrands Inc., a Maryland corporation (“Parent”), and General Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
CREDIT AGREEMENT dated as of June 15, 2007 among MAIDENFORM, INC., as Company, MAIDENFORM BRANDS, INC., as Holdings, THE LENDERS LISTED HEREIN, as Lenders and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, and Issuing Lender and...Credit Agreement • June 18th, 2007 • Maidenform Brands, Inc. • Retail-department stores • New York
THIS CREDIT AGREEMENT is dated as of June 15, 2007 (the “Closing Date”) and entered into by and among Maidenform, Inc., a New York corporation (“Company”), Maidenform Brands, Inc., a Delaware corporation (“Holdings”), the financial institutions listed as lenders on the signature pages hereof and those financial institutions which become lenders hereunder pursuant to the terms, conditions and provisions of subsection 10.1 (collectively, the “Lenders”) Bank of America, N.A., as administrative agent for the Lenders (in such capacity, “Administrative Agent”), Bank of America, N.A., as the swing line lender (in such capacity, “Swing Line Lender”), and Bank of America, N.A., as an issuer of Letters of Credit (in such capacity, “Issuing Lender”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 24th, 2013 • Maidenform Brands, Inc. • Retail-department stores • Delaware
This Indemnification Agreement (“Agreement”) is made as of ______________, by and between Maidenform Brands, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
RESTRICTED STOCK AGREEMENT PURSUANT TO THE MAIDENFORM BRANDS, INC. 2005 STOCK INCENTIVE PLANRestricted Stock Agreement • May 21st, 2009 • Maidenform Brands, Inc. • Retail-department stores • Delaware
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”);
MAIDENFORM BRANDS, INC. [ ] Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2005 • Maidenform Brands, Inc. • Retail-department stores • New York
Maidenform Brands, Inc., a Delaware corporation (the “Company”), proposes to issue and sell and the persons named in Schedule B annexed hereto (the “Selling Stockholders”), severally and not jointly, propose to sell to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representative(s), an aggregate of shares (the “Firm Shares”) of Common Stock, $0.01 par value (the “Common Stock”), of the Company, of which shares are to be issued and sold by the Company (the “Company Shares”) and an aggregate of shares are to be sold by the Selling Stockholders (the “Selling Stockholder Shares”) in the respective amounts set forth under the caption “Firm Shares” in Schedule B annexed hereto. In addition, solely for the purpose of covering over-allotments, the Selling Stockholders, severally and not jointly, propose to grant to the Underwriters the option to purchase from the Selling Stockholders up to an additional shares of Common Stock (the “Additio
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2009 • Maidenform Brands, Inc. • Retail-department stores • New York
AGREEMENT dated as of September 25, 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”), Gayle Weibley (the “Employee”), and solely for purposes of Sections 3(c), 4, and 19, Maidenform Brands, Inc. (sometimes hereinafter referred to as “Parent”).
MF ACQUISITION CORPORATION NONQUALIFIED ROLLOVER COMMON STOCK OPTION AGREEMENTCommon Stock Option Agreement • June 22nd, 2005 • Maidenform Brands, Inc. • Retail-department stores
WHEREAS, MF Acquisition Corporation has entered into an Agreement and Plan of Merger, dated as of March 16, 2004 (as amended through the date hereof, the “Merger Agreement”) among Maidenform, Inc., MF Acquisition Corporation, MF Merger Corporation and Ares Corporate Opportunities Fund, L.P. under which Maidenform, Inc. will merge with MF Merger Corporation, with Maidenform, Inc. surviving the merger as a subsidiary of MF Acquisition Corporation (the “Merger”); and
MAIDENFORM BRANDS, INC. 4,000,000 Shares Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT November 20, 2006Underwriting Agreement • November 22nd, 2006 • Maidenform Brands, Inc. • Retail-department stores • New York
The persons named in Schedule A annexed hereto (the “Selling Stockholders”), severally and not jointly, propose to sell to you (the “Underwriter”), an aggregate of 4,000,000 shares (the “Shares”) of Common Stock, $0.01 par value (the “Common Stock”), of Maidenform Brands, Inc., a Delaware corporation (the “Company”), in the respective amounts set forth in Schedule A annexed hereto. The Shares are described in the Base Prospectus which is referred to below.
NON-TANDEM STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE MAIDENFORM BRANDS, INC.Non-Tandem Stock Appreciation Rights Agreement • May 21st, 2009 • Maidenform Brands, Inc. • Retail-department stores • Delaware
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”);
NON-TANDEM STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE MAIDENFORM BRANDS, INC.Appreciation Rights Agreement • March 13th, 2007 • Maidenform Brands, Inc. • Retail-department stores • Delaware
AGREEMENT (“Agreement”), dated as of the ___ day of ______, 200_ (the “Grant Date”) by and between Maidenform Brands, Inc. (the “Company”) and __________ (the “Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 21st, 2005 • Maidenform Brands, Inc.
AGREEMENT dated as of October 14, 2004 between MAIDENFORM, INC., a New York corporation with a principal place of business at 154 Avenue E, Bayonne, NJ 07002 (the “Employer”), Dorvin Lively residing at [* * *] (the “Employee”), and solely for purposes of Sections 3(c), 3(d), 4 and 19, MF Acquisition Corporation.
AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2009 • Maidenform Brands, Inc. • Retail-department stores
AGREEMENT dated as of December 10, 2008 between MAIDENFORM, INC., a New York corporation with a principal place of business at 485 F U.S. Highway I South, Iselin, NJ 08830 (the "Employer"), Gayle Weibley (the "Employee"), and solely for purposes of Section 2, Maidenform Brands, Inc. (sometimes hereinafter referred to as "Parent").
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT By and Among MAIDENFORM BRANDS, INC., THE ARES INVESTORS, THE OAKTREE INVESTORS, AND CERTAIN OTHER INVESTORS AND MANAGEMENT INVESTORS LISTED ON THE SIGNATURE PAGES HERETOStockholders’ Agreement • July 8th, 2005 • Maidenform Brands, Inc. • Retail-department stores • New York
This AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (the “Agreement”), dated as of July __, 2005, by and among Maidenform Brands, Inc., a Delaware corporation (the “Company”), the Ares Investors named on the signature pages hereof, the Oaktree Investors named on the signature pages hereof, the Other Investors named on the signature pages hereof (the “Other Investors”), the Management Investors named on the signature pages hereof (the “Management Investors” and, together with the Ares Investors, the Oaktree Investors and the Other Investors, the “Shareholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 22nd, 2005 • Maidenform Brands, Inc. • Retail-department stores
AGREEMENT dated as of June 14, 2005 between MAIDENFORM, INC., a New York corporation with a principal place of business at 154 Avenue E, Bayonne, NJ 07002 (the “Employer”), Maurice Reznik (the “Employee”), and solely for purposes of Sections 3(c), 4, and 19, Maidenform Brands, Inc. (sometimes hereinafter referred to as “Parent”).
NON-TANDEM STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE MAIDENFORM BRANDS, INC.Non-Tandem Stock Appreciation Rights Agreement • May 21st, 2009 • Maidenform Brands, Inc. • Retail-department stores • Delaware
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”);
AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENTEmployment Agreement • December 18th, 2008 • Maidenform Brands, Inc. • Retail-department stores
AGREEMENT dated as of December 12, 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”), Thomas J. Ward (the “Employee”).
Termination AgreementTermination Agreement • July 8th, 2005 • Maidenform Brands, Inc. • Retail-department stores • New York
Termination Agreement (this “Agreement”), dated as of July ____, 2005, among Maidenform Brands, Inc. (f/k/a MF Acquisition Corporation), a Delaware corporation (“Maidenform Brands,” and together with its subsidiaries, the “Company”), Maidenform, Inc. (as successor in interest to MF Merger Corporation), a New York corporation (“Maidenform NY”), ACOF Operating Manager, L.P., a Delaware limited partnership (“Ares”), and Ares Corporate Opportunities Fund, L.P., a Delaware limited partnership (the “Fund” and together with Ares, the “Ares Entities”).
EMPLOYMENT AGREEMENTAgreement • May 13th, 2009 • Maidenform Brands, Inc. • Retail-department stores • New York
AGREEMENT (this “Agreement”) dated as of April 3, 2009, 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”), Nanci Prado (the “Employee”), and solely for purposes of Sections 3, 4, and 19, Maidenform Brands, Inc. (sometimes hereinafter referred to as “Parent”).
IRREVOCABLE WAIVERIrrevocable Waiver • June 22nd, 2005 • Maidenform Brands, Inc. • Retail-department stores
Reference is made to the Nonqualified Rollover Preferred Stock Option Agreement (the “Option Agreement”), dated as of May 11, 2004, by and between Maidenform Brands, Inc. (the “Corporation”) and the undersigned, pursuant to which the Corporation granted an option (the “Option”) to the undersigned to purchase shares of preferred stock, par value $0.01 per share, of the Corporation (“Preferred Stock”).
EMPLOYMENT AGREEMENTAgreement • November 8th, 2011 • Maidenform Brands, Inc. • Retail-department stores • Delaware
AGREEMENT dated as of November 4, 2011 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”), Malcolm Robinson (the “Employee”), and solely for purposes of Sections 3(c), 4, and 19, Maidenform Brands, Inc. (sometimes hereinafter referred to as “Parent”).
ADVISORY AGREEMENTAdvisory Agreement • July 8th, 2005 • Maidenform Brands, Inc. • Retail-department stores • New York
ADVISORY AGREEMENT (this “Agreement”), dated as of May 11, 2004, between MF Merger Corporation, a New York corporation (the “Merger Sub”), MF Acquisition Corporation, a Delaware corporation (“MF Acquisition” and, together with its subsidiaries, collectively, the “Company”) and ACOF Operating Manager, L.P. (“Ares”) a Delaware limited liability partnership and Ares Corporate Opportunities Fund, L.P, a Delaware limited liability partnership (“Fund” and, together with Ares, the “Ares Entities”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 21st, 2005 • Maidenform Brands, Inc.
AGREEMENT dated as of November 1, 1999 between MAIDENFORM, INC., a New York corporation (the “Employer”), and Steven N. Masket (the “Employee”).
AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENTEmployment Agreement • December 18th, 2008 • Maidenform Brands, Inc. • Retail-department stores
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”), Christopher W. Vieth (the “Employee”), and solely for purposes of Sections 1, 2, 3 and 4, Maidenform Brands, Inc. (sometimes hereinafter referred to as “Parent”).
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 29, 2005 AMONG MAIDENFORM, INC., as Borrower, MAIDENFORM BRANDS, INC., THE LENDERS LISTED HEREIN, as Lenders and BNP PARIBAS, as Administrative Agent, and BNP PARIBAS SECURITIES CORP., as Sole...Credit Agreement • July 8th, 2005 • Maidenform Brands, Inc. • Retail-department stores • New York
This REAL PROPERTY HOLDER’S WAIVER AND CONSENT AGREEMENT (this “Agreement”) is dated as of , 20 and entered into by , a (“Real Property Holder”), to and for the benefit of BNP PARIBAS as agent for and representative of (in such capacity, “Administrative Agent”) the financial institutions (“Lenders”) from time to time party to the Credit Agreement (as hereinafter defined).
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2009 • Maidenform Brands, Inc. • Retail-department stores • New York
AGREEMENT dated as of December 10, 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 Castellano (the "Employee"), and solely for purposes of Sections 3(c), 4, and 19, Maidenform Brands, Inc. (sometimes hereinafter referred to as "Parent").
MAIDENFORM, INC. FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 9th, 2006 • Maidenform Brands, Inc. • Retail-department stores • New York
This Attachment No. 1 is attached to and made a part of a Compliance Certificate dated as of ____________, ____ and pertains to the period from ____________, ____ to ____________, ____. Subsection references herein relate to subsections of the Amended and Restated Credit Agreement.
AMENDMENT NUMBER ONE TO EMPLOYMENT AGREEMENTEmployment Agreement • December 18th, 2008 • Maidenform Brands, Inc. • Retail-department stores
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”), Patrick J. Burns (the “Employee”), and solely for purposes of Sections 1, 2, 3 and 4 Maidenform Brands, Inc. (sometimes hereinafter referred to as “Parent”).
SEPARATION AGREEMENTSeparation Agreement • January 16th, 2009 • Maidenform Brands, Inc. • Retail-department stores • New York
This Separation Agreement (this “Agreement”), is made and entered into by and between Maidenform, Inc. (“Employer”), Maidenform Brands, Inc. (“Parent” and collectively with Employer, the “Company”) and Steven N. Masket (“Masket”).
SIXTH AMENDMENT AND MODIFICATION AGREEMENTAnd Modification Agreement • April 3rd, 2012 • Maidenform Brands, Inc. • Retail-department stores • New York
THIS SIXTH AMENDMENT AND MODIFICATION AGREEMENT (hereinafter referred to as this “Sixth Amendment”) is made this 28th day of March, 2012, by and among
FORM OF SALES RESTRICTION AGREEMENTForm of Sales Restriction Agreement • July 8th, 2005 • Maidenform Brands, Inc. • Retail-department stores • New York
This SALES RESTRICTION AGREEMENT (this “Agreement”) is made as of July [___], 2005 between Maidenform Brands, Inc., a Delaware corporation (the “Company”), and ___________, an [individual resident in] [entity organized under the laws of] _________ (the “Stockholder”).
NON-TANDEM STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE MAIDENFORM BRANDS, INC.Appreciation Rights Agreement • May 21st, 2009 • Maidenform Brands, Inc. • Retail-department stores
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”);
3,187,351 Shares MAIDENFORM BRANDS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 12th, 2010 • Maidenform Brands, Inc. • Retail-department stores • New York
Ares Corporate Opportunities Fund, L.P. (the “Selling Stockholder”), proposes to sell 3,187,351 shares (the “Stock”) of the common stock, par value $0.01 per share (the “Common Stock”), of Maidenform Brands, Inc., a Delaware corporation (the “Company”). This agreement (the “Agreement”) is to confirm the agreement concerning, and the terms and conditions of, the purchase of the Stock from the Selling Stockholder by Barclays Capital Inc. (the “Underwriter”). The offering of the Stock upon the terms hereof is herein referred to as the “Offering.”
EMPLOYMENT AGREEMENTEmployment Agreement • April 21st, 2005 • Maidenform Brands, Inc.
AGREEMENT dated as of May 11, 2004 between MAIDENFORM, INC., a New York corporation with a principal place of business at 154 Avenue E, Bayonne, NJ 07002 (the “Employer”), Thomas Ward residing at [* * *] (the “Employee”), and solely for purposes of Sections 3(c), 3(d), 4, 10(e), 10(f) and 19, MF Acquisition Corporation.
