EXHIBIT 10.2


EXECUTION COPY


SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT


THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(this “Agreement”) is made on this 2nd day of March, 2007 by and between DAN W.
MATTHIAS, a resident of Pennsylvania (“Employee”), and MOTHERS WORK, INC., a
corporation organized and existing under the laws of the State of Delaware (the
“Company”).


W  I  T  N  E  S  S
E  T  H


WHEREAS, the Company and Employee are parties to an
Amended and Restated Employment Agreement, dated April 28, 2005 and as further
amended, pursuant to which Employee serves as the Chief Executive Officer of
the Company (the “Existing Employment Agreement”); and


WHEREAS, the Company has determined it is essential to
the business of the Company to provide for the continued employment of Employee
and Rebecca C. Matthias and certain prohibitions against competition following
their termination of that employment under certain circumstances; and


WHEREAS, Section 17 of the Existing Employment
Agreement provides that the Company and Employee may amend the Existing
Employment Agreement by mutual agreement in writing; and


WHEREAS, the Company and Employee desire to amend and
restate the Existing Employment Agreement in its entirety.


NOW, THEREFORE, in consideration of the mutual
covenants and obligations contained herein, and intending to be legally bound,
the parties, subject to the terms and conditions set forth herein, agree as
follows:


1.             Employment and
Term.  The Company will continue to
employ Employee and Employee hereby accepts continued employment with the
Company, as Chief Executive Officer (his “Position”) on the terms herein
described for the period beginning on the date hereof and continuing until the
earlier of September 30, 2012 or the date terminated by either party (such
period of Employee’s employment is herein referred to as the “Term”).  For avoidance of doubt, while the parties may
agree to extend the Term by mutual agreement, in the absence of such agreement,
no extension will be presumed and the failure to extend the Agreement will not
trigger any right to severance or any other entitlement.


2.             Duties.


2.1.          During his employment by the Company, except
for vacations in accordance with Schedule A hereto, absences due to temporary
illness or as otherwise provided below in Section 3, Employee shall use his
best efforts to serve the Company faithfully and shall devote his full time,
attention, skill and efforts to the performance of the duties required by or
appropriate for his Position.  Employee
agrees to assume such duties and responsibilities as may













be customarily incident to the Position, and as may be reasonably
assigned to Employee from time to time by the Board of Directors of the Company
(consistent with the Company’s Bylaws and with the level of responsibility
appropriate to the Position).


2.2.          Effective on or after October 1, 2009,
Employee may elect (with at least 180 days’ advance written notice to the
Company’s Board of Directors) to reduce his time commitment to 50%
part-time.  In that case, (a) Employee’s
Base Salary, Cash Bonus and the range and target number of shares subject to
equity incentive awards described in Section 5.3 will be proportionately
reduced, (b) the reduction in Employee’s hours will not affect his eligibility
to continue to participate in the Company’s group health plan, as in effect
from time to time (or, at the Company’s election, in a mutually agreed upon and
reasonably comparable individual arrangement) or to receive any other benefits
listed on Schedule A hereto (other than the benefits described in item 9
thereof, to the extent eligibility for those benefits requires more than 50%
part-time service), and (c) Employee’s title, authority and duties will be as
agreed between Employee and the Company.


3.             Other Business
Activities.  During his employment by
the Company, Employee will not, directly or indirectly, engage in any other
business activities or pursuits whatsoever, except: (i) activities in
connection with any charitable or civic activities, (ii) personal investments,
(iii) service as an executor, trustee or in other similar fiduciary capacity,
(iv) service as a director for up to three other companies (provided that
advance notice of such other board service is provided to the Compensation
Committee of the Company’s Board of Directors and provided further that not
more than two of such other companies are publicly traded), or (v) other
activities specifically authorized by the Compensation Committee of the Company’s
Board of Directors; provided, however, that any of the foregoing
exceptions do not: (x) interfere with Employee’s performance of
responsibilities and obligations pursuant to this Agreement, or (y) create a
conflict of interest with Employee’s responsibilities to the Company.  For avoidance of doubt, incidental use of
Company facilities (such as telephone or email systems) in furtherance of
activities authorized under this paragraph will not constitute an interference
with Employee’s obligations to the Company.


4.             Director.  During the term of his employment, the Company
shall nominate Employee for election to the Company’s Board of Directors and
shall use its best efforts to elect Employee to such position.


5.             Compensation.  The Company shall pay Employee, and Employee
hereby agrees to accept, as compensation for all services rendered hereunder
and for Employee’s covenant not to compete as provided for in Section 8 hereof:


5.1.          Base Salary.  The Company shall pay Employee an initial
base salary at the annual rate of $531,803 (as the same may hereafter be
increased pursuant to the terms of this section, the “Base Salary”).  The Base Salary shall be inclusive of all
applicable income, social security and other taxes and charges which are
required by law to be withheld by the Company or which are requested to be
withheld by Employee, and which shall be withheld and paid in accordance with
the Company’s normal payroll practice for its similarly situated employees from
time to time in effect.  The Base Salary
shall be increased at the start of each fiscal year of the Company, as
determined by the Compensation Committee of the Company’s



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Board of Directors, but in no event shall such increase be less than
the corresponding increase in the Revised Consumer Price Index for All Items
for the 1994 Base Year (the “Index”), as published by the U.S.  Department of Labor, Bureau of Labor
Statistics.  If the Index is changed so
that a base period other than 1994 is used, the Index used herein shall be
converted in accordance with the conversion factor published by the Bureau of
Labor Statistics.  If the Index is not
published, is discontinued or is otherwise revised during the Term, such other
index or calculation with which it is replaced shall be used in order to obtain
substantially the same result as would be obtained if the Index had continued
to be published in the same form and manner as it was prior to it being
replaced.


5.2.          Cash Bonus.


(a)           Employee’s bonus for the fiscal year ending
September 30, 2007 will be between 0% and 100% of Employee’s Base Salary, with
a target of 50%.


(b)           Employee’s bonus for any fiscal year of the
Term beginning after September 30, 2007 will be between 0% and 200% of Employee’s
Base Salary, with a target of 100%.


(c)           The actual amount of any bonus payable under
this Section 5.2 (each, a “Cash Bonus”) will be paid in accordance with the
Mothers Work, Inc. Management Incentive Plan, based on the Company’s
achievement in the applicable fiscal year of corporate and/or individual
performance goals approved by the Company’s Board of Directors or its Compensation
Committee.


5.3.          Equity Incentives.


(a)           For each fiscal year of the Company ending
during the Term, the Company shall issue to Employee, as additional
compensation, restricted stock or restricted stock units with respect to a
number of shares of Common Stock of the Company, $.01 par value per share (the “Common
Stock”) between zero and 20,000 with a target of 15,000, which amount shall be
subject to equitable adjustment whenever there shall occur a stock split,
combination, reclassification or other similar event involving the Common Stock
(the “Performance Shares”).  The actual
number of Performance Shares subject to a given year’s award will be determined
or adjusted, as applicable, based on the Company’s achievement in the
applicable year of corporate and/or individual performance goals approved by
the Company’s Board of Directors or its Compensation Committee.  Such determination will occur within 30 days
following the date on which the Company releases final earnings for the
relevant fiscal year.  Any award issued
or to be issued under this paragraph will also be subject to time vesting in
two equal annual installments, on the first and second anniversaries of the
last day of the fiscal year with respect to which they were granted, based on
Employee’s continued employment with the Company (and subject to accelerated
full vesting in the event of a Change in Control, Employee’s death, Disability,
termination without Cause or resignation with Good Reason during the two year
time vesting period).


(b)           If Employee’s employment is terminated
pursuant to Sections 9.3, 9.4 or 9.6, Employee will be entitled to a pro-rata portion
(determined based on the



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number of full and partial months of the fiscal year that have
transpired prior to the date of termination) of the Performance Shares that
otherwise would have been earned under this Section 5.3 for the fiscal year of
termination (based on actual corporate and/or individual performance in that
year, determined at the same time and in the same manner as would have
otherwise been applicable in the absence of the termination).  Such shares will be issued or released from
escrow (as applicable, depending on whether awarded in the form of restricted
stock units or restricted stock) at the same time as would have otherwise been
applicable in the absence of the termination, provided
that the time-based vesting requirement otherwise applicable to such pro-rata
Performance Share award will be waived.


(c)           The Company’s obligations under this Section
5.3 will be subject to stockholder approval, in a manner consistent with the
requirements of Section 162(m) of the Code, at the Company’s 2008 annual
meeting.


6.             Benefits and
Expenses.  In addition to those
benefits provided to similarly situated employees of the Company, Employee
shall be entitled to those employee benefits as set forth on Schedule A hereto
(“Benefits”).


7.             Confidentiality.  Employee recognizes and acknowledges that the
Proprietary Information (as hereinafter defined) is a valuable, special and
unique asset of the Business of the Company. 
As a result, both during the Term and thereafter, Employee shall not,
without prior written consent of the Company, for any reason either directly or
indirectly divulge to any third-party or use for his own benefit, or for any purpose
other than the exclusive benefit of the Company, any confidential, proprietary,
business and technical information or trade secrets of the Company or of any
subsidiary or affiliate of the Company (“Proprietary Information”) revealed,
obtained or developed in the course of his employment with the Company.  Failure by the Company to mark any of the
Proprietary Information as confidential or proprietary shall not affect its
status as Proprietary Information under the terms of this Agreement.


8.             Covenant not to
Compete.  Employee shall not, during
the Term and the two (2) year period following any cessation of Employee’s
employment with the Company (the “Restricted Period”), do any of the following,
directly or indirectly, without the prior written consent of the Company:


8.1.          engage or participate in a Prohibited
Business (as defined below) as determined at the termination of Employee’s
employment hereunder;


8.2.          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 Prohibited Business as determined at the termination of Employee’s
employment hereunder.  Notwithstanding
the foregoing, Employee may hold not more than one percent (1%) of the
outstanding securities of any class of any publicly-traded securities of a
company that is engaged in activities referenced in Section 8.1 hereof;



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8.3.          solicit or call on, either directly or
indirectly, any supplier with whom the Company shall have dealt at any time
during the one (1) year period immediately preceding the termination of
Employee’s employment hereunder;


8.4.          influence or attempt to influence any
supplier or potential supplier of the Company to terminate or modify any
written or oral agreement or course of dealing with the Company; or


8.5.          influence or attempt to influence any person
to either (i) terminate or modify his or her employment, consulting, agency,
distributorship or other arrangement with the Company, or (ii) employ or
retain, or arrange to have any other person or entity employ or retain, any
person who has been employed or retained by the Company as an employee,
consultant, agent or distributor of the Company at any time during the one (1)
year period immediately preceding the termination of Employee’s employment
hereunder.


The term “Prohibited Business” shall mean both (i) the
manufacture, marketing and/or sale of maternity clothing, and (ii) any other
specialty apparel retail niche market in which the Company is conducting or
then currently implementing plans to conduct its vertically integrated
operating strategy (it being agreed that the scope of any such niche market
will be made by reference to the relevant characteristics upon which such specific
market is defined (e.g. identifiable target customer base, price point, fashion
point-of-view, styling and retail distribution locations)).


9.             Termination.  Employee’s employment hereunder may be
terminated during the Term upon the occurrence of any one of the events
described in this Section 9.  Upon
termination, Employee shall be entitled only to such compensation and benefits
as described in the applicable subsection of this Section 9.


9.1.          Termination by Death.  In the event that Employee dies during the
Term, Employee’s employment hereunder shall be terminated thereby and the
Company shall pay to Employee’s executors, legal representatives or
administrators an amount equal to the accrued and unpaid portion of his Base
Salary, Benefits and Cash Bonus through the end of the month in which he dies,
in addition to that portion of the Severance Pay described in Section
9.3(c)(i).  All outstanding options shall
become immediately vested and exercisable. 
For purposes of this Agreement, accrued but unpaid Cash Bonuses means
any Cash Bonus payable with respect to a year ending prior to the date of
termination, as well as a pro-rata portion of any Cash Bonus that would have
been paid for the year of termination, but for that termination.  Except as otherwise provided herein, the
amount of such Cash Bonuses will be determined and paid in the same manner and
as of the same date that Cash Bonuses would otherwise have been determined and
paid for the applicable year, but for the termination (the “Customary Payment
Date”) and will be pro-rated, as applicable, based on the number of full and
partial months of the year transpired prior to the date of termination.  Except as specifically set forth in this
Section 9.1, the Company shall have no liability or obligation hereunder to
Employee’s executors, legal representatives, administrators, heirs or assigns
or any other person claiming under or through him by reason of Employee’s
death, except that Employee’s executors, legal representatives or
administrators will be entitled to receive the payment prescribed under any
death or disability



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benefits plan
in which he is a participant as an employee of the Company, and to exercise any
rights afforded under any compensation or benefit plan then in effect.


9.2.          Termination for Cause.


(a)           The Company may terminate Employee’s
employment hereunder at any time for “Cause” upon forty-five (45) days prior
written notice to Employee (or continuation of Base Salary for 45 days in lieu
of such notice).  For purposes of this
Agreement, “Cause” shall mean: (i) any material breach by Employee of any of
his material obligations under Sections 7 or 8 of this Agreement, or (ii) other
conduct of Employee involving any type of material disloyalty to the Company or
willful misconduct with respect to the Company, including without limitation
fraud, embezzlement, theft or proven dishonesty in the course of his employment
or conviction of a felony.


(b)           In the event of a termination of Employee’s
employment hereunder pursuant to Section 9.2(a), Employee shall be entitled to
receive all accrued but unpaid (as of the effective date of such termination)
Base Salary and Benefits.  All
compensation shall cease at the time of such termination, subject to the terms of
any benefit or compensation plan then in force and applicable to Employee.  All outstanding options which remain unvested
shall be automatically canceled and declared null and void.  Except as specifically set forth in this
Section 9.2, the Company shall have no liability or obligation hereunder by
reason of such termination.


(c)           At least thirty (30) days prior to the
termination of Employee’s employment hereunder pursuant to any clause of
Section 9.2(a), the Board of Directors of the Company shall hold a meeting at
which Employee shall be given the opportunity to be heard with respect to such
termination and, to the extent remediable, a reasonable opportunity to remedy
the objectionable behavior.


9.3.          Termination Without Cause.


(a)           The Company may terminate Employee’s
employment hereunder at any time, for any reason, without Cause, effective upon
the date designated by the Company upon ninety (90) days written notice to
Employee.


(b)           In the event of a termination of Employee’s
employment hereunder pursuant to Section 9.3(a), Employee shall be entitled to
receive all accrued but unpaid (as of the effective date of such termination)
Base Salary, Benefits and Cash Bonuses plus the Severance Pay (as defined
herein).  Except as specifically set
forth herein, all compensation shall cease at the time of such termination,
subject to the terms of any benefit or compensation plan then in force and
applicable to Employee.  All outstanding
options shall become immediately vested and exercisable.


(c)           For the purposes of this Agreement, the term
“Severance Pay” shall mean:


(i)            a lump sum in cash to be paid by the
Company to Employee within fifteen (15) days after the effective date of the
event giving rise to such



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payment (the “Severance Event”) in an amount equal to (A) three times
(1) Employee’s Base Salary as in effect on the date of the Severance Event
(taking into account any reduction occasioned by Employee’s change to part-time
status, as described above in Section 2.2), plus (2) the target amount of
Employee’s Cash Bonus for the year of the Severance Event (again, taking into
account any reduction occasioned by Employee’s change to part-time status, as
described above in Section 2.2), and (B) any accrued vacation pay, to the
extent not theretofore paid;


(ii)           continuation, for a period of 36 months, of
the Benefits listed as items 1, 3, 7 and 8 on the attached Schedule A;


(iii)          in lieu of continuation coverage under COBRA,
Employee will be entitled to (A) continued coverage under the Company’s group
health plan, as in effect from time to time (or, at the election of the
Company, under a mutually agreed upon and reasonably comparable individual
arrangement), until the earlier of (1) Medicare eligibility, or (2) eligibility
for coverage under another employer’s group health plan, and (B) following
Medicare eligibility and until death, payment or reimbursement of Employee’s
Medicare Part B and Part D premiums and the costs of a Medicare supplement
policy reasonably selected by Employee (or, if a Medicare supplement policy
cannot reasonably be obtained, continued access to coverage under the Company’s
group health plan, as in effect from time to time).


(d)           Notwithstanding the foregoing:


(i)            for purposes of any Severance Pay that
becomes payable prior to October 1, 2007, the word “target” in Section
9.3(c)(i)(A)(2) will be deleted and replaced with the phrase “maximum
potential.”


(ii)           for purposes of any Severance Pay that
becomes payable on or after October 1, 2009: (x) the phrase “three times” in
Section 9.3(c)(i)(A) will be deleted and replaced with the phrase “two times,”
and (y) the phrase “36 months” in Section 9.3(c)(ii) will be deleted and
replaced with the phrase “24 months.”


9.4.          Termination for Good Reason.


(a)           Employee may terminate Employee’s employment
hereunder for “Good Reason” effective upon the date designated by Employee in a
written notice of the termination of his employment hereunder pursuant to this
Section 9.4(a).  “Good Reason” means any
of the following, without Employee’s prior consent: (i) a material, adverse
change in title, authority or duties (including the assignment of duties
materially inconsistent with Employee’s Position, but excluding (A) any change
in title, authority or duties associated with Employee’s change to part-time
status, as contemplated by Section 2.2, provided Employee then continues in an
executive level role, or (B) the appointment of another executive to a position
held by Employee (and any resulting transfer of authority or duties associated
with that position), if such appointment was supported by Employee)); (ii) a
reduction in Base Salary or Cash Bonus opportunity (described in Section 5),
other than a proportionate reduction associated with a change to part-time
status, as contemplated by Section 2.2; or (iii) a requirement that Employee
relocate his current place of residence. 
However, none of the foregoing events or conditions will



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constitute Good Reason unless Employee provides the Company with
written objection to the event or condition within 90 days following the
occurrence thereof, the Company does not reverse or otherwise cure the event or
condition within 15 days of receiving that written objection, and Employee
resigns his employment within 30 days following the expiration of that cure
period.


(b)           In the event of a termination of Employee’s
employment hereunder pursuant to Section 9.4(a) hereof, Employee shall be
entitled to receive all accrued but unpaid (as of the effective date of such
termination) Base Salary, Benefits and Cash Bonuses.  In addition, Employee shall be entitled to
the Severance Pay defined in Section 9.3(c) herein.  Except as specifically set forth in this
Section 9.4(b), all compensation shall cease at the time of such termination,
subject to the terms of any benefit or compensation plan then in force and
applicable to Employee.  All outstanding
options shall become immediately vested and exercisable.


9.5.          Termination Without Good Reason.


(a)           Employee may terminate Employee’s employment
hereunder at any time, for any reason, with or without Good Reason, effective
upon the date designated by Employee upon ninety (90) days written notice of
the termination of his employment hereunder.


(b)           In the event of a termination of Employee’s
employment hereunder pursuant to Section 9.5(a) hereof, Employee will be
entitled to receive all accrued but unpaid (as of the effective date of such
termination) Base Salary, Benefits and Cash Bonuses.  In addition and in lieu of continuation
coverage under COBRA, Employee will be entitled to (A) continued coverage under
the Company’s group health plan, as in effect from time to time (or, at the
election of the Company, under a mutually agreed upon and reasonably comparable
individual arrangement), until the earlier of (1) Medicare eligibility, or (2)
eligibility for coverage under another employer’s group health plan, and (B)
following Medicare eligibility and until death, payment or reimbursement of
Employee’s Medicare Part B and Part D premiums and the costs of a Medicare
supplement policy reasonably selected by Employee (or, if a Medicare supplement
policy cannot reasonably be obtained, continued access to coverage under the
Company’s group health plan, as in effect from time to time).


(c)           If Employee’s termination pursuant to
Section 9.5(a) occurs on or after October 1, 2009, the healthcare benefits
described in the preceding paragraph will be provided to Employee without
charge.  If Employee’s termination
pursuant to Section 9.5(a) occurs prior to October 1, 2009, Employee will be
required to pay a monthly premium for such benefits equal to the “applicable premium”
(as defined in 29 U.S.C. § 1164) payable from time to time for COBRA
continuation coverage under the Company’s group health plan.  Failure to pay such monthly premium within 30
days following written notice of such failure will be deemed a waiver of any
further healthcare benefits under this section, effective as of the start of
the period to which such unpaid monthly premium applies.


(d)           Except as specifically set forth in this
Section 9.5, all compensation shall cease at the time of a termination described
in Section 9.5(a), subject to the



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terms of any benefit or compensation plan then in force and applicable
to Employee.  All outstanding options
which remain unvested shall be automatically canceled and declared null and
void.  Except as specifically set forth
in this Section 9.5, neither the Company nor Employee shall have any liability
or obligation hereunder by reason of such termination.


9.6.          Change in Control.


(a)           If there is a Change in Control during the
Term, Employee may elect at any time more than six months after such Change in
Control to terminate Employee’s employment hereunder upon fifteen (15) days
prior written notice.


(b)           For purposes of this Agreement, a “Change in
Control” shall have occurred if any of the following events shall occur:


(i)            the sale, transfer, assignment or other
disposition (including by merger or consolidation) by stockholders of the
Company, in one transaction or a series of related transactions, of more than
thirty-five percent (35%) of the voting power represented by the then
outstanding stock of the Company to one or more Persons, other than any such
sales, transfers, assignments or other dispositions by such stockholders to
their respective Affiliates.  For the
purposes of this Agreement, (1) “Affiliate” means, with respect to any
stockholder of the Company, (x) any Person directly or indirectly controlling,
controlled by or under common control with such stockholder or (y) any officer,
director or general partner of such stockholder; and (2) “Person” means an individual,
partnership, corporation, joint venture, association, trust, unincorporated
association, other entity, association or group of associated persons acting in
concert (except that such term shall not include employees of the Company, Dan
W. Matthias and/or Rebecca C. Matthias);


(ii)           the Company sells all or substantially all
of its assets to any other Person in any sale or series of related sales (other
than a transaction to which only the Company and one or more of its
subsidiaries are parties); or


(iii)          any Person becomes a direct or indirect
beneficial owner of shares of stock of the Company representing an aggregate of
35% or more of the votes then entitled to be cast at an election of directors
of the Company (unless a voting agreement remains in effect in respect of a
greater than 51% of such shares).


(c)           In the event of a termination of Employee’s
employment hereunder pursuant to Section 9.6, Employee shall be entitled to
receive all accrued but unpaid (as of the effective date of such termination)
Base Salary, Benefits and Cash Bonuses, and the Severance Pay; provided,
however, that if this Agreement is assumed by any successor to all or
substantially all of the Company’s assets and business, such payments shall be
the joint and several obligation of the Company and such purchaser.  Also, in the event of termination pursuant to
this Section 9.6, all outstanding options shall become immediately vested and
exercisable.  Except as specifically set
forth in this Section 9.6, all compensation shall cease at the time of such
termination, subject to the terms of any benefit or compensation plans then in
force and applicable to Employee.


(d)           [Reserved]



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(e)           Parachute Tax Gross-Up.


(i)            Subject to Section 9.6(e)(ii) below, if the
Total Payments would result in the imposition of a Parachute Excise Tax on
Employee, the Company will make an additional payment to Employee in an amount
such that, after the payment of all federal and state income, employment and
excise taxes on both the Total Payments and the additional payment made
pursuant to this Section 9.6(e)(i), Employee will be in the same after-tax
position as if no Parachute Excise Tax had been imposed.


(ii)           Notwithstanding any other provision of this
Agreement, no additional payment will be made to Employee pursuant to Section
9.6(e)(i) and the Total Payments will instead be reduced or limited to the
Capped Amount, if:


(A)          Employee resigns his employment during the
six month period following a Change in Control and there is not otherwise Good
Reason for that resignation; or


(B)          the additional payment described above in
Section 9.6(e)(i) would not cause the Total After-Tax Payments to exceed the
Capped Amount (after reduction for all applicable taxes) by more than 20%.


(iii)          The determination of whether and to what
extent reductions or payments under this Section 9.6(e) are required will be
made in good faith by the Company’s Board of Directors, after consultation with
an independent expert selected by the Company. 
In the event of any underpayment or overpayment to Employee (determined
after the application of this Section 9.6(e)), the amount of such underpayment
or overpayment will be immediately paid by the Company to Employee or refunded
by Employee to the Company, as the case may be, with interest at the applicable
federal rate specified in Section 7872(f)(2) of the Code.


(iv)          For purposes of this Agreement:


(A)          “Capped Amount” means the largest amount
payable to Employee without causing the application of a Parachute Excise Tax.


(B)          “Code” means the Internal Revenue Code of
1986, as amended, and all rules and regulations promulgated thereunder.


(C)          “Parachute Excise Tax” means the federal
excise tax levied on certain “excess parachute payments” under Section 4999 of
the Code or any successor provision.


(D)          “Total After-Tax Payments” means the total
value of all “parachute payments” (as that term is defined in Section
280G(b)(2) of the Code) made to or for the benefit of Employee (whether made
under this Agreement or otherwise), after reduction for all applicable taxes
(including, without limitation, the Parachute Excise Tax).



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(E)           “Total Payments” means the total of all “parachute
payments” (as that term is defined in Section 280G(b)(2) of the Code, but
determined without regard to Section 280G(b)(2)(A)(ii)) made to or for the
benefit of Employee, whether made under this Agreement or otherwise.


9.7.          Termination for Disability.


(a)           If Employee is unable, after any reasonable
accommodation required by law, to perform Employee’s duties and
responsibilities hereunder by reason of illness injury or incapacity for more
than six (6) consecutive months, during which time the Company shall continue
to compensate Employee hereunder (with such compensation to be reduced by the
amount of any disability payment or similar payment received by Employee for
this time period under any plan sponsored by the Company or through workers’
compensation), Employee’s employment hereunder may be terminated by Company.


(b)           In the event of a termination of Employee’s
employment hereunder pursuant to Section 9.7(a), Employee will be entitled to
receive all accrued but unpaid (as of the date of such termination) Base
Salary, Benefits and Cash Bonuses.  In
addition, all outstanding options shall become immediately vested and
exercisable.  Finally, for a period of
thirty (30) months following the date of such termination:


(i)            the Company will make monthly supplemental
disability payments to Employee, each equal to one-sixth (1/6) of Employee’s
Base Salary as of the date of termination;


(ii)           the Company will: (A) waive the applicable
healthcare premium otherwise payable for COBRA continuation coverage for
Employee (and, to the extent covered immediately prior to the date of Employee’s
termination, his spouse and dependents), plus (B) once COBRA continuation
coverage expires (unless such expiration is due to eligibility for other group
health insurance or Medicare), reimburse Employee, on an after-tax basis, for
premiums paid for health insurance coverage providing benefits substantially
similar to those then provided to active employees of the Company; and


(iii)          the Company will continue to provide the
Benefits described in items 1, 3, 7, and 8 of Schedule A, attached hereto.


(c)           Amounts payable under Section 9.7(a) or (b)
will be reduced by any disability or life insurance benefits payable with
respect to the same period under any Company funded disability or death benefit
plan, policy or arrangement or under the Social Security Act.  To the extent any insurance benefit described
in the preceding sentence is exempt from federal income tax, then for purposes
of this reduction, the amount of that insurance benefit will be deemed to be
150% of the amount actually received by Employee.  Amounts payable under Section 9.7(b) will be
reduced by all amounts earned by Employee for the performance of personal
services during the thirty (30) month period therein described.


(d)           For purposes of this Section 9.7, except as
hereinafter provided, the determination as to whether Employee is disabled
shall be made by a licensed physician selected by Employee and shall be based
upon a full physical examination and good



 11
 









faith opinion by such physician. 
In the event that the Board of Directors disagrees with such physician’s
conclusion, the Board of Directors may require that Employee submit to a full
physical examination by another licensed physician selected by Employee and
approved by the Company.  If the two
opinions shall be inconsistent, a third opinion shall be obtained after full
physical examination by a third licensed physician selected by Employee and
approved by the Company.  The majority of
the three opinions shall be conclusive.


(e)           Except as specifically set forth in this
Section 9.7, the Company shall have no liability or obligation to Employee for
compensation or benefits by reason of termination pursuant to this Section 9.7.


9.8.          Release.  Notwithstanding any other provision of this
Agreement, the payments and benefits contemplated by Sections 9.1, 9.3, 9.4,
9.5, 9.6 and 9.7 are conditioned on, and made in consideration for, the
execution and delivery by Employee (or, in the case of Section 9.1, by the
executor, legal representative or administrator of Employee’s estate) of a
general and mutual release of claims in substantially the form attached hereto
as Exhibit I and in a manner consistent with the requirements of the
Older Workers Benefit Protection Act and any other applicable law (the “Release”).  Accordingly, notwithstanding any other
provision of this Agreement, all payments and benefits contemplated by Sections
9.1, 9.3, 9.4, 9.5, 9.6 and 9.7 will be paid or provided (or will commence to
be paid or provided) no earlier than the date that such Release becomes
irrevocable.


10.           Outplacement Service.  In the event Employee’s employment hereunder
is terminated pursuant to Sections 9.3, 9.4 or 9.6, the Company shall, (a) pay
for full outplacement services for Employee, such payment to be made to an
agency selected by Employee, based upon the customary fees charged by
nationally rated firms engaged in such services, and (b) provide to Employee,
for a reasonable period of time following termination of employment, office
space and secretarial support to assist Employee in searching for and obtaining
a new position, the location of such office space to be reasonably determined
by Employee.


11.           Other Agreements.


11.1.        Company agrees that the Company may not
relocate its principal executive offices to a location outside of 15 miles of
the current corporate headquarters in Philadelphia, Pennsylvania without the consent
of Employee.


11.2.        In the event of termination of Employee’s
employment hereunder pursuant to Sections 9.3, 9.4 or 9.6, at Employee’s
election given by written notice to the Company within 30 days of such
termination (provided that, if necessary, such period will be extended to
terminate one day after Employee could effect the transaction without incurring
liability under section 16(b) of the Securities Exchange Act of 1934 or
otherwise violating applicable securities laws or insider trading policies),
the Company shall be obligated to repurchase all vested stock options issued by
the Company and then held by Employee at a price equal to the closing price of
the Common Stock on the date of such request less the exercise price of such
options (the “Aggregate Repurchase Price”). 
Upon such election, the Company will pay in immediately available funds,
the Aggregate Repurchase Price to Employee and Employee will relinquish all
such options to the Company.



 12
 









11.3.        With respect to stock options granted to Employee
under the Company’s 1987 Stock Option Plan (whether as originally in effect or
as subsequently amended and restated), Employee agrees that Section 15(c) of
that plan will not apply automatically and will instead apply only to the
extent determined by the Company’s Board of Directors (or by the committee of
the Board of Directors authorized to administer the plan on behalf of the Board
of Directors) in its discretion.


12.           Survival of
Provisions.  The provisions of this
Agreement set forth in Sections 7, 8, 11.2, 11.3, 14, 21 and 22 hereof shall
survive the termination of Employee’s employment hereunder.


13.           Successors and
Assigns.  This Agreement shall inure
to the benefit of and be binding upon the Company and Employee and their
respective successors, executors, administrators, heirs and/or permitted
assigns; provided, however, that neither Employee nor the Company may make any
assignments of this Agreement or any interest herein, by operation of law or
otherwise, without the prior written consent of the other parties hereto,
except that, without such consent, the Company may assign this Agreement to any
successor to all or substantially all of its assets and business by means of
liquidation, dissolution, merger, consolidation, transfer of assets, or otherwise,
provided that such successor assumes in writing all of the obligations of the
Company under this Agreement, subject, however, to Employee’s rights to
termination as provided in Section 9.6 hereof.


14.           Contractual
Indemnification, Advancement of Expenses. 
In addition to, and without derogation of, any right of indemnification,
defense or being held harmless to which Employee may be entitled pursuant to
law or otherwise, including, without limitation, such rights as he is, from
time to time, entitled to as a current or former director, officer and employee
of the Company pursuant to the Articles of Incorporation of the Company, the
Company agrees as follows:


The Company shall indemnify and defend Employee and
hold Employee harmless to the maximum extent permitted by law against claims,
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys’ fees, incurred by Employee in connection with defense of, or as a
result of any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (any of the foregoing,
an “Action”) (or any appeal from any Action) in which Employee is made or is
threatened to be made a party by reason of the fact that Employee is or was a
director, officer or employee of the Company, regardless of whether such Action
is one brought by or in the right of the Company, to procure a judgment in the
Company’s favor, or other than by or in the right of the Company.


Expenses (including attorneys’ fees) incurred by
Employee in defending an Action shall be paid by the Company in advance of the
final disposition of such Action to the maximum extent permitted by law
promptly following receipt by the Company of evidence of Employee’s incurring
any such expenses.



 13
 









In the event that in any Action, Employee concludes
that based on the opinion of counsel selected by him there exists in such
Action an actual or potential conflict between the interests or position of the
Company or any other party to the Action which the Company has undertaken to
defend, Employee shall be entitled, at the Company’s expense, to engage
separate counsel of his own selection reasonably acceptable to the Company to
represent him in such Action.


To the extent the Company shall maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the Company against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
Company would have the power to indemnify him against such liability, the
Company shall include Employee as a named insured under such insurance with
respect to any period as to which Employee was a director, officer or employee
of the Company.


Employee agrees not to settle any Action against him
without the consent of the Company, which consent may not be unreasonably
withheld.


The indemnification and advancement of expenses
provided by this Section shall continue to Employee after the termination of
this Agreement and shall inure to the benefit of Employee’s heirs, executors
and administrators and shall be paid unless and until Employee’s conduct which
gave rise to the action shall have been adjudicated by a court to have been
willful and in bad faith.


15.           Employee Benefits.  This Agreement shall not be construed to be
in lieu or to the exclusion of any other rights, benefits and privileges to
which Employee may be entitled as an employee of the Company under any
retirement, pension, profit-sharing, insurance, hospital or other plans or
benefits which may now be in effect or which may hereafter be adopted.


16.           Notice.  Any notice or communication required or
permitted under this Agreement shall be made in writing and sent by certified
or registered mail, return receipt requested, addressed as follows:


If to Employee:


Dan W. Matthias

6238 Ross Road

Honeybrook, PA 19344


If to Company:


Mothers Work, Inc.

456 North Fifth Street

Philadelphia, PA 19123

Attn: General Counsel


or to such other address as either party may from time
to time duly specify by notice given to the other party in the manner specified
above.



 14
 









17.           Entire Agreement;
Amendments.  This Agreement contains
the entire agreement and understanding of the parties hereto relating to the
subject matter hereof (except for specific cross-references to previously
executed Agreements), and merges and supersedes all prior and contemporaneous
discussions, agreements and understandings of every nature between the parties
hereto relating to the employment of Employee with the Company (including,
without limitation, the Existing Employment Agreement).  This Agreement may not be changed or
modified, except by an agreement in writing signed by each of the parties
hereto.


18.           Waiver.  The waiver of the breach of any term or
provision of this Agreement shall not operate as or be construed to be a waiver
of any other or subsequent breach of this Agreement.


19.           Governing Law.  This Agreement shall be construed and
enforced in accordance with the laws of the State of Delaware, without regard to the application of the
principles of conflicts of laws.


20.           Invalidity.  In case any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the validity of any other provision of this
Agreement, and such provision(s) shall be deemed modified to the extent
necessary to make it enforceable.


21.           Specific
Enforcement; Extension of Period.


21.1.        Employee acknowledges that the restrictions
contained in Sections 7 and 8 hereof are reasonable and necessary to protect
the legitimate interests of the Company and its affiliates and that the Company
would not have entered into this Agreement in the absence of such restrictions.  Employee also acknowledges that any breach by
him of Sections 7 or 8 hereof will cause continuing and irreparable injury to
the Company for which monetary damages would not be an adequate remedy.  Employee shall not, in any action or proceeding
to enforce any of the provisions of this Agreement, assert the claim or defense
that an adequate remedy at law exists. 
In the event of such breach by Employee, the Company shall have the
right to enforce the provisions of Sections 7 and 8 of this Agreement by
seeking injunctive or other relief in any court, and this Agreement shall not
in any way limit remedies of law or in equity otherwise available to the
Company.  If an action at law or in
equity is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to recover, in addition to any other relief,
reasonable attorneys’ fees, costs and disbursements.  In the event that the provisions of Sections
7 or 8 hereof should ever be adjudicated to exceed the time, geographic, or
other limitations permitted by applicable law in any applicable jurisdiction,
then such provisions shall be deemed reformed in such jurisdiction to the
maximum time, geographic, or other limitations permitted by applicable law.


21.2.        In the event that Employee shall be in breach
of any of the restrictions contained in Section 8 hereof, then the Restricted
Period shall be extended for a period of time equal to the period of time that
Employee is in breach of such restriction.



 15
 









21.3.        The parties agree that the venue for any action
brought under this Section 21 will be in the federal or state courts situated
in the Eastern District of Pennsylvania and that they will be subject to the
personal jurisdiction of such courts.


22.           Mediation.


22.1.        Other than a matter covered by Section 21,
above, the parties agree that they will make a good
faith attempt to resolve any dispute arising hereunder by submitting the matter
to mediation in Philadelphia, Pennsylvania before resorting to any other
proceeding or forum.  The parties will
submit the matter to mediation within 5 business days of the determination that
there is a dispute and will choose a mediator within 5 business days following
such submission, provided that if the parties cannot agree on a mediator, the
mediator will be selected by the American Arbitration Association.  Within 30 days after the selection of the
mediator, the parties and their respective attorneys will meet with the
mediator for two mediation sessions of at least two hours each.  If the claim or dispute cannot be settled
during such mediation sessions (or a mutually agreed continuation of those
sessions), either of the parties may give the mediator and the other party
written notice declaring the end of the mediation process.  All discussions connected with this mediation
provision will be confidential and treated as compromise and settlement
discussions.  Accordingly, nothing
disclosed in such discussions may be used for any purpose in any later
proceeding.


22.2.        If mediation is unsuccessful, the venue for any
action arising hereunder will be in the federal or state courts situated in the
Eastern District of Pennsylvania.  The
parties agree that they will each be subject to the personal jurisdiction of
such courts.


23.           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed to be one and the same instrument.


24.           Compliance with
Section 409A of the Code.  If payments due to Employee are subject to the requirements of Prop.
Treas. Reg. § 1.409A-3(g)(2) (or any successor provision), then notwithstanding
any other provision of this Agreement (or any otherwise applicable plan,
policy, agreement or arrangement), such payments that are otherwise due within
six months following Employee’s separation from service will be deferred
(without interest) and paid to Employee in a lump sum immediately following
that six month period.


[Signature page follows.]



 16
 









IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed on the day and year first
written above.


	
  ATTEST:

  	
   

  	
  MOTHERS WORK, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ronald J. Masciantonio

  	
   

  	
  By:

  	
   

  	
  /s/ Edward M. Krell

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Edward M. Krell, Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  	
  - Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DAN W. MATTHIAS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/ Dan W.
  Matthias

  	
   

  



 



 17















SCHEDULE A


EMPLOYEE BENEFITS OF DAN W.
MATTHIAS


1.                                       Automobile
and insurance coverage for the use of that automobile, in each case
commensurate with that presently provided.


2.                                       Vacation:  5 Weeks


3.                                       Life
Insurance:  One million dollar
($1,000,000) death benefit.


4.                                       Health:  Such other benefits as are received by
similarly situated executives in comparable companies, all as approved by the
Company’s Board of Directors, to include umbrella medical insurance in excess
of applicable lifetime maximums under the Company’s health insurance program
for Employee, and an annual physical, gym or wellness program up to $5,000.


5.                                       Home
Office Support:  To include computer,
fax, other equipment, plus telephone lines to support equipment, plus two voice
phone lines. (This does not include any rent, or other cash compensation.)


6.                                       Sample
Sewer:  For personal fitting of
clothes.


7.                                       Personal
Tax Services:  The Company will pay
on Employee’s behalf, or reimburse Employee for, the reasonable costs of tax
accounting and tax return preparation services rendered by Employee’s chosen
provider following delivery of proper documentation of those costs.


8.                                       Business
Publications and Subscriptions:  Such
as The Wall Street Journal and Womens Wear Daily.


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


10.                                 Harvard
Club Membership.



 A-1















Exhibit I


RELEASE AND NON-DISPARAGEMENT
AGREEMENT


THIS RELEASE AND NON-DISPARAGEMENT AGREEMENT (this “Release”)
is made by and between DAN W. MATTHIAS (“Employee”)
and MOTHERS WORK, INC. (the “Company”).


WHEREAS, Employee’s employment by the Company has terminated;
and


WHEREAS, pursuant to Section [9.  ] of the Second Amended and Restated
Employment Agreement by and between the Company and Employee dated March 2,
2007 (the “Agreement”), the
Company has agreed to pay Employee certain amounts and to provide him with
certain rights and benefits, subject to the execution of this Release.


NOW THEREFORE, in consideration of these premises and
the mutual promises contained herein, and intending to be legally bound hereby, the parties agree as follows:


1.             Resignation and
Consideration.


1.1.          Effective
immediately, Employee hereby resigns as an officer of the Company and each of
its subsidiaries and affiliates and, unless otherwise agreed between Employee
and the Company, as a director of the Company and each of its subsidiaries and
affiliates.


1.2.          Employee
acknowledges that: (i) the payments, rights and benefits set forth in Section
[9.  ] of the Agreement constitute
full settlement of all his rights under the Agreement, (ii) he has no
entitlement under any other severance or similar arrangement maintained by the
Company, and (iii) except as otherwise provided specifically in this
Release, the Company does not and will not have any other liability or
obligation to Employee.  Employee further
acknowledges that, in the absence of his execution of this Release, the
benefits and payments specified in Section [9.  ] of the Agreement would not otherwise be
due to him.


2.             Employee’s
Release.


2.1.          Employee hereby
fully and forever releases and discharges the Company, its parent and
subsidiary corporations and each of their predecessors, successors, assigns,
stockholders, affiliates, officers, directors, trustees, employees, agents and
attorneys, past and present (the Company and each such person or entity is
referred to as a “Released Person”)
from any and all claims, demands, liens, agreements, contracts, covenants,
actions, suits, causes of action, obligations, controversies, debts, costs,
expenses, damages, judgments, orders and liabilities, of whatever kind or
nature, direct or indirect, in law, equity or otherwise, whether known or
unknown, arising through the date of this Release out of Employee’s employment
by the Company or the termination thereof, including, but not limited to, any
claims for relief or causes of action under the Age Discrimination in
Employment Act, 29 U.S.C. § 621 et seq., or any
other federal, state or local statute, ordinance or regulation regarding
discrimination in



 I-1
 









employment
and any claims, demands or actions based upon alleged wrongful or retaliatory
discharge or breach of contract under any state or federal law.


2.2.          Employee expressly
represents
that he has not filed a lawsuit or initiated any other administrative
proceeding against a Released Person and that he has not assigned any claim
against a Released Person.  Employee
further promises not to initiate a lawsuit or to bring any other claim against
the other arising out of or in any way related to Employee’s employment by the
Company or the termination of that employment. 
This Release will not prevent Employee from filing a charge with the
Equal Employment Opportunity Commission (or similar state agency) or
participating in any investigation conducted by the Equal Employment
Opportunity Commission (or similar state agency); provided,
however, that any claims by Employee for personal relief in
connection with such a charge or investigation (such as reinstatement or
monetary damages) would be barred.


2.3.          The foregoing will
not be deemed to release the Company from (a) claims solely to enforce Sections
[9.  ], [10], [11.2] and 14 of the
Agreement, (b) claims for benefits (not including severance benefits) under the
Company’s employee welfare benefit plans and employee pension benefit plans,
subject to the terms and conditions of those plans, or (c) claims for
indemnification under the Company’s By-Laws.


3.             Company Release.


3.1.          The Company hereby
fully and forever releases and discharges the Employee and his executors,
administrators and heirs from any and all claims, demands, liens, agreements,
contracts, covenants, actions, suits, causes of action, obligations,
controversies, debts, costs, expenses, damages, judgments, orders and
liabilities, of whatever kind or nature, direct or indirect, in law, equity or
otherwise, whether known or unknown, arising through the date of this Release
out of Employee’s service to the Company or the termination thereof.


3.2.          The Company
expressly represents
that it has not filed a lawsuit or initiated any other administrative
proceeding against Employee and that it has not assigned any claim against
Employee.  The Company further promises
not to initiate a lawsuit or to bring any other claim against Employee arising
out of or in any way related to Employee’s service to the Company or the
termination thereof.


3.3.          The foregoing will
not be deemed to release Employee from claims (a) to enforce Sections 7 and
8 of the Agreement, (b) claims arising from acts or omissions by Executive
that would constitute a crime, or (c) claims that are not known to any member
of the Company’s Board of Directors (provided that a claim will be deemed known
if the basis for each material element of the claim could have been ascertained
by the Board of Directors prior to the date hereof upon reasonable inquiry).


4.             Restrictive  Covenants.  Employee acknowledges that
restrictive covenants contained in Section 7 and 8 of the Agreement
will survive the termination of his employment. 
Employee affirms that those restrictive covenants are reasonable and
necessary to protect the legitimate interests of the Company, that he received
adequate consideration in exchange for agreeing to those restrictions and that
he will abide by those restrictions.



 I-2
 









5.             Non-Disparagement.  Employee will not disparage any Released
Person or otherwise take any action which could reasonably be expected to
adversely affect the personal or professional reputation of any Released
Person.  Similarly, the Company (meaning,
solely for this purpose, the executive officers and directors of the Company
and other persons authorized to make official communications on behalf of the
Company) will not disparage Employee or otherwise take any action which could
reasonably be expected to adversely affect the personal or professional
reputation of Employee.  Notwithstanding
the foregoing, in no event will any legally required disclosure or action be
deemed to violate this paragraph, regardless of the content of such disclosure
or the nature of such action.


6.             Cooperation.  Employee further
agrees that, subject to reimbursement of his reasonable expenses, he will
cooperate fully with the Company and its counsel with respect to any matter
(including litigation, investigations, or governmental proceedings) in which
Employee was in any way involved during his employment with the Company.  Employee will render such cooperation in a
timely manner on reasonable notice from the Company, provided that the Company
will attempt to limit the need for Employee’s cooperation under this paragraph
so as not to unduly interfere with his other personal and professional
commitments.


7.             Rescission Right.  Employee expressly
acknowledges and recites that (a) he has read and understands the terms of
this Release in its entirety, (b) he has entered into this Release
knowingly and voluntarily, without any duress or coercion; (c) he has been
advised orally and is hereby advised in writing to consult with an attorney
with respect to this Release before signing it; (d) he was provided 21
calendar days after receipt of the Release to consider its terms before signing
it; and (e) he is provided 7 calendar days from the date of signing to
terminate and revoke this Release, in which case this Release shall be
unenforceable, null and void.  Employee
may revoke this Release during those 7 days by providing written notice of
revocation to the Company at the address specified in Section 16 of
the Agreement.


8.             Challenge.  If Employee violates
or challenges the enforceability of this Release, no further payments, rights
or benefits under Section 9 of the Agreement will be due to
Employee.


9.             Miscellaneous.


9.1.          No Admission of
Liability.  This Release is not to be
construed as an admission of any violation of any federal, state or local
statute, ordinance or regulation or of any duty owed by the Company to
Employee.  There have been no such
violations, and the Company specifically denies any such violations.


9.2.          Severability.  Whenever possible, each provision of this
Release will be interpreted in such manner as to be effective and valid under
applicable law.  However, if any
provision of this Release is held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability will not affect
any other provision, and this Release will be reformed, construed and enforced
as though the invalid, illegal or unenforceable provision had never been herein
contained.



 I-3
 









9.3.          Entire Agreement;
Amendments.  Except as otherwise
provided herein, this Release contains the entire agreement and understanding
of the parties hereto relating to the subject matter hereof, and merges and
supersedes all prior and contemporaneous discussions, agreements and
understandings of every nature relating to the subject matter hereof.  This Release may not be changed or modified,
except by an agreement in writing signed by each of the parties hereto.


9.4.          Governing Law.  This Release shall be governed by, and
enforced in accordance with, the laws of the State of Delaware, without regard
to the application of the principles of conflicts of laws.


9.5.          Counterparts and
Facsimiles.  This Release may be
executed, including execution by facsimile signature, in multiple counterparts,
each of which shall be deemed an original, and all of which together shall be
deemed to be one and the same instrument.


[Signature page follows.]



 I-4
 









IN WITNESS WHEREOF, the
Company has caused this Release to be executed by its duly authorized officer,
and Employee has executed this Release, in each case on the date indicated
below, respectively.


	
  

  	
  MOTHERS
  WORK, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name & Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DAN W.
  MATTHIAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
							



 



 I-5