THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Maidenform, Inc. (MFB)

4/24/2006 Proxy Information

Thomas J. Ward

In connection with our initial public offering, Mr. Ward exercised his options to purchase shares of preferred stock, which were then redeemed for the redemption price plus the aggregate unpaid dividend amount attributable to those shares since the date of grant.

Maurice S. Reznik

In connection with our initial public offering, Mr. Reznik exercised his options to purchase shares of preferred stock, which were then redeemed for the redemption price plus the aggregate unpaid dividend amount attributable to those shares since the date of grant.

Steven N. Masket

In connection with our initial public offering, Mr. Masket exercised his options to purchase shares of preferred stock, which were then redeemed for the redemption price plus the aggregate unpaid dividend amount attributable to those shares since the date of grant.

Ares Corporate Opportunities Fund, L.P. ("Ares")

In connection with the Acquisition, we entered into an advisory agreement with Ares and ACOF Operating Manager pursuant to which ACOF Operating Manager provided us with its expertise in the areas of finance, strategy, investment and acquisitions relating to our business. Concurrently with the consummation of our initial public offering, we terminated the Ares Advisory Agreement, although the provisions providing for the indemnification of Ares and ACOF Operating Manager and the provision clarifying the scope of their permitted activities survive such termination. As consideration for its agreeing to terminate the agreement, we paid ACOF Operating Manager a fee of $750,000 at the time of the consummation of our initial public offering.

Advisory Fee Paid to Oaktree Capital Management

Since the Acquisition, Oaktree Capital Management has provided us with its expertise in the areas of finance and strategy, as well as critical analysis of capital markets opportunities. As compensation for these advisory services, we paid Oaktree Capital Management an advisory fee of $250,000 at the time of the consummation of our initial public offering.

Stockholders Agreement

Immediately prior to the time of our initial public offering, we entered into an amended and restated stockholders' agreement with all of our pre-IPO stockholders and certain of our executive officers, which became effective concurrently with the consummation of our initial public offering. The amended and restated stockholders' agreement grants registration rights to certain holders of our outstanding shares of capital stock.

Special Cash Bonuses

On July 8, 2005, we paid an aggregate of $1.5 million in special cash bonuses to some of our employees, including our four named executive officers. Included in this amount are bonuses paid to Messrs. Ward, Reznik, Lively and Masket in the amounts of $860,000, $264,500, $90,000 and $75,000, respectively. These special bonuses were paid in recognition of their performance, which allowed us to renegotiate our credit agreement on more favorable terms.

Stock Incentive Grants

The Compensation Committee of our Board of Directors approved, and we granted pursuant to our 2005 Stock Incentive Plan, non-qualified stock options to purchase shares of our common stock to some of our employees, including our four named executive officers, contingent upon and concurrently with the consummation of our initial public offering. See "Executive Compensation And Other Information—Option grants in last fiscal year."

Preferred Stock Dividend

On June 1, 2005, we declared a special dividend of $13.3 million on the shares of our preferred stock that were outstanding at that time, subject to the waiver of certain restrictions in our credit facilities, which was paid on June 21, 2005. Substantially all of the outstanding shares of our preferred stock at the time the dividend was paid were held by entities affiliated with our then 5% stockholders. In connection with the payment of this special dividend, the three holders of options to purchase shares of preferred stock, each of whom is a named executive officer, executed a waiver of their right to receive the amount of the dividend upon exercise of their options.

Redemption of Preferred Stock

Each of our 5% stockholders immediately prior to the consummation of our initial public offering, as well as certain of our executive officers, previously owned shares of, or options to purchase, our preferred stock. These shares and the shares of preferred stock underlying these options, together with aggregate unpaid dividends and the redemption premium, were redeemed in connection with the consummation of our initial public offering.

Sales Restriction Agreements

We have entered into separate Sales Restriction Agreements with each of Ares and Messrs. Ward and Reznik, pursuant to which each of them has agreed to certain limitations on their ability to sell or otherwise transfer shares of our common stock. Generally, each of them has agreed that, subject to certain exceptions, they shall not, without the prior consent of the Company, in the aggregate, sell, transfer or otherwise dispose of any shares of our common stock during any three month period, in an amount greater than the amount specified in Rule 144(e)(1) promulgated under the Securities Act of 1933, as amended, regardless of whether they would otherwise be subject to such rule. Rule 144(e)(1) generally places a volume limitation on sales by an affiliate of a company equal to the greater of one percent of the number of outstanding shares of common stock of the company and the average weekly trading volume during the preceding four calendar weeks, subject to certain exceptions.