**Exhibit10.26**

 

AMENDMENT AGREEMENT

 

This Amendment Agreement(“Amendment”) is made as of the 14th day of March, 2003, by andbetween Dan W. Matthias (“Employee”) and Mothers Work, Inc. (“Company”).

 

WHEREAS, as of the 14thday of July, 1994, the parties entered into that certain Employment Agreement(“Agreement”); and

 

WHEREAS, as provided forin this Amendment, the parties desire to amend the Agreement.

 

THEREFORE, inconsideration of the mutual premises herein and other valuable consideration,the parties amend the Agreement as follows:

 

1.               Section 3 ofthe Agreement is amended and restated as follows:

 

“Other BusinessActivities.  Duringthe Term, Employee will not, without the prior written consent of the Company,directly or indirectly engage in any other business activities or pursuitswhatsoever, except: (i) activities in connection with any charitable orcivic activities, (ii) personal investments, (iii) service as an executor,trustee or in other similar fiduciary capacity, (iv) personal time on the developmentor application of personal business opportunities, and on personal time,service as a director or other titled employee position, for public and privateentities; provided, however, that any of the foregoing exceptions donot: (i) interfere with Employee’s performance of responsibilities andobligations pursuant to this Agreement, (ii) create a conflict of interest withEmployee’s responsibilities to the Company, or (iii) diminish the performanceof the duties of his or her Position and that Employee otherwise complies withthe terms of this Agreement.”

 

2.               Section 5.1of the Agreement is amended as follows:

 

In the first sentence,delete “One Hundred Sixty-Five Thousand Dollars” and replace with “Four HundredSixty-Three Thousand, Five Hundred Dollars”.

 

3.               Section 5.2of the Agreement is amended and restated as follows:

 

“Cash Bonus.  On such date as bonuses are paid to othersenior executives of the Company, the Company shall pay Employee a bonus foreach year throughout the Term, and if the Term is not renewed, on the next dateas bonuses are paid to other senior executives (the “Cash Bonus”) equal to anamount of between 0% and 100% of Employee’s Base Salary, with a target of50%.  The actual bonus amount paid, ifany, is based upon the Company’s achievement of EBITDA goals as approved by theCompany’s Board of Directors.”

 

4.               Section 5.3of the Agreement is amended as follows:

 

In the first sentence,delete “... equal to the product of (i) the lesser of (A) the EPS IncreaseFraction and (B) one (1) and (ii) 45,000 ...” and replace with “... equal to anamount of between zero and 60,000, with a target of 45,000 (the actual optionamount granted, if any, is based upon the Company’s achievement of EBITDA goalsas approved by the Company’s Board of Directors, the slope of which target willbe consistent with the then approved EBITDA bonus plan).”

 

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5.               Section 9.7(a)of the Agreement is amended and restated as follows:

 

“If Employee is unable,after any reasonable accommodation required by law, to perform Employee’sduties and responsibilities hereunder by reason of illness injury or incapacityfor more than six (6) consecutive months, during which time Employer shallcontinue to compensate Employee hereunder (with such compensation to be reducedby the amount of any disability payment or similar payment received by Employeefor this time period under any plan sponsored by Employer or through workers’compensation), Employee’s employment hereunder may be terminated by Company.”

 

6.               Section 9.7(b)of the Agreement is amended as follows:

 

The second sentence isdeleted and restated as follows, “Employee shall also be entitled to receiveover the period of thirty (30) months commencing from such termination, theSeverance Pay (with such amounts to be reduced by the amount of any disabilityor life insurance payment or similar payment received by Employee for this timeperiod under any plan sponsored by Employer or through workers’ compensation),except that the Severance Pay will be based on thirty (30) months rather thanthirty-six (36) months.”

 

7.               Section 11.3of the Agreement is amended as follows:

 

In the second line, add“9.7” to the list of agreement sections that are cited.

 

8.               Schedule Aof the Agreement is amended and restated as follows:

 

## “Employee Benefits

 

1.                                       Automobile:  Yes.

2.                                       Vacation:  5 Weeks.

3.                                       LifeInsurance: One million dollars ($1,000,000).

4.                                       Healthand Life Insurance:  Such otherbenefits as are received by similarly situated executives in comparablecompanies, all as approved by the Company’s Board of Directors, to includeumbrella medical insurance in excess of applicable lifetime maximums under theCompany’s health insurance program for Employee, and an annual physical, gym orwellness program up to $5,000.

5.                                       HomeOffice Support:  To includecomputer, fax, other equipment, plus telephone lines to support equipment, plustwo voice phone lines. (This does not include any rent, or other cashcompensation.)

6.                                       SampleSewer:  For personal fitting ofclothes.

7.                                       PersonalTax Services:  The right, atEmployee’s expense, to have his or her personal tax accounting, includingincome tax returns, to be performed by the Company’s then current accountingfirm.

8.                                       HarvardClub Membership (Dan only).

9.                                       BusinessPublications and Subscriptions: Such as The Wall Street Journal and Womens Wear Daily.

10.                                 Other:  Such other benefits as: (i) are provided toother executives of the Company (excluding, however, those specific benefitscovered herein), and, in addition to the foregoing, (ii) those determined bythe Company’s Board of Directors.”

 

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9.               Except as modifiedherein, the Agreement is unmodified, in full force and effect and incorporatedby reference.

 
| The above is agreed to:                                    |                |                                                        |
|------------------------------------------------------------|---------------------|-------------------------------------------------------------|
|                                                       |                |                                                        |
| Mothers Work, Inc.                                         | Attest:             |
|                                                       |                |                                                        |
| By:                                                        | /s/ Ed Krell        |                                                        | By: | /s/ Craig Swartz |   |
| Ed  Krell, Chief Financial Officer-  Senior Vice President |                | Craig Swartz, Assistant  Secretary, Vice President—Law |
|                                                       |                |                                                        |
| Employee                                                   | Witness:            |
|                                                       |                |                                                        |
| By:                                                        | /s/ Dan W. Matthias |                                                        | By: | /s/ Rebecca C. Matthias |   |
| Dan  W. Matthias                                           |                | Rebecca C. Matthias                                         |
|                                                            |                     |                                                             |  |  |  |  |  |  |

 

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