Exhibit 10.3


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT, entered into as a condition of employment
between Mothers Work, Inc., a Delaware corporation (the “Company”), and
Lisa Hendrickson (the “Employee”) on January 18, 2008.


 


WHEREAS, the Company and the
Employee have previously entered into an at will employment relationship and
desire to continue it on the terms herein in connection with Employee’s
promotion to the Position (defined below); and


 


WHEREAS,
the Employee will, as a result of Employee’s particular position during
employment with the Company, continue to be provided access to trade secrets
and confidential information, including the Company’s products, suppliers,
pricing, costs and distribution processes, related to the business carried on
by the Company; and


 


WHEREAS,
in an effort to protect the Company’s trade secrets and confidential
information, amongst other reasons, the Company and the Employee desire to set
forth in writing certain terms and conditions of their employment relationship
including, but not limited to, restrictions imposed upon the Employee
pertaining to use by the Employee of such information.


 


NOW,
THEREFORE, THE PARTIES hereto agree that the following terms and conditions
shall govern their employment relationship, subject to approval of the Board of
Directors of the Company (the “Board”) as specified in Section 13
below.


 


1.                                       DUTIES:  The Company will continue to employ Employee
and Employee hereby accepts continued employment with the Company as the Chief
Merchandising Officer of the Company (the “Position”). Employee shall render
such services, perform such duties and act in such capacities for the Company
as may be prescribed from time to time by the Company.


 


2.                                       TERM:  The Employee’s employment is at will and may
be terminated at any time by the Employee or by the Company with or without
cause.  For the purposes hereof, the term
“cause” shall mean reasonable job-related grounds for dismissal based on a
failure or inability of the Employee satisfactorily to perform the Employee’s
job duties, disruption of the Company’s operations, or other legitimate
business reasons as determined at Company’s discretion.  Except in the event of termination of
Employee by Company for cause, either party shall provide the other with two
weeks’ advance notice (or for Employee, such longer period as provided for in
the Team Member Handbook) prior to termination of employment.  Company may elect to pay Employee two weeks’
pay in lieu of such notice period.


 


3.                                       EXTENT OF
SERVICES:


 


                                                During her
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, or (iv) other activities specifically authorized by
the Compensation 


 

















 


Committee
of the Board; 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.


 


4.                                       COMPENSATION
AND BENEFITS:  The Company
shall pay to the Employee and the Employee agrees to accept from the Company,
in full payment for the Employee’s services hereunder, the annual salary as
indicated in an offer letter to Employee or as otherwise agreed to by the
parties.  The offer letter is
incorporated by reference to the extent not inconsistent with the terms of this
Agreement.  The Employee shall receive
such benefits as are customarily provided by the Company to employees as
described in the Company’s Team Member Handbook and in the Company’s benefit
summary plan descriptions and plan documents, which are subject to change from
time to time, within the sole discretion of the Company and in accordance with
applicable law.  If the Employee gives
notice of termination that is, from the last day of employment, less than the
period provided for in the Company’s Team Member Handbook or as otherwise
indicated by Company, the Employee shall forfeit any Company benefits or other
monies due (vacation, etc.).


 


5.                                       CONFIDENTIAL
INFORMATION:  Confidential
Information means information which the Company regards as confidential or
proprietary and which the Employee learns or develops during or related to
their employment, including, but not limited to, information relating to:


 


a.               the Company’s
products, suppliers, pricing, costs, sourcing, design, fabric and distribution
processes;


b.              the Company’s
marketing plans and projections;


c.               lists of names
and addresses of the Company’s employees, agents, factories and suppliers;


d.              the methods of
importing and exporting used by the Company;


e.               manuals and
procedures created and/or used by the Company;


f.                 trade secrets
or other information that is used in the Company’s business, and which give the
Company an opportunity to obtain an advantage over competitors who do not know
such trade secrets or how to use the same; and


g.              software in
various stages of development (source code, object code, documentation, flow
charts), specifications, models, data and customer information.


 


Employee
assigns to Company any rights Employee may have in any Confidential
Information.  Employee shall not disclose
any Confidential Information to any third-party or use any Confidential
Information for any purposes other than as authorized by the Company.


 


6.                                       SURRENDER OF
MATERIALS:  The Employee
hereby agrees to deliver to the Company promptly upon request or on the date of
termination of the Employee’s employment, all documents, copies thereof and
other materials in the Employee’s possession pertaining to the business of the
Company and its customers, including, but not limited to, Confidential Information
(and each and every copy, disk, abstract, summary or reproduction of the same
made by or for the Employee or acquired by the Employee), and thereafter to
promptly return 


 


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documents
and copies thereof and other material in the Employee’s possession.  The Employee will be responsible for the
value of all Company or customer property that is not timely returned.  Employee authorizes the Company to deduct the
fair market value of such property from any monies owed to Employee.


 


7.                                       DISCLOSURE OF
INFORMATION AND SOLICITATION OF EMPLOYEES; NON-COMPETE; CONFIDENTIAL
INFORMATION OF THIRD PARTIES:  The Employee acknowledges that the Company
has developed and maintains at great expense, a valuable supplier network,
supplier contacts, many of which are of longstanding, product designs, and
other information of the type described in paragraph 5 of this Agreement, and
that in order to pursue Employee’s employment gainfully under the Agreement,
Employee will be given Confidential Information concerning such suppliers and
products, including information concerning such suppliers’ purchasing
personnel, policies, requirements, and preferences, and such product’s design,
manufacture and marketing.


 


a.               Accordingly, the
Employee agrees that during the period of Employee’s employment and for
twenty-four (24) months after termination of employment with the Company by
Employee or by Company, for any reason, with or without cause, the Employee
will not directly or indirectly:


 


(i) on
Employee’s behalf or on behalf of any other person or entity, perform any act
with respect to the design, manufacture, sale, attempted sale or promotion of
the sale of any Conflicting Product.


 


(ii) own,
manage, operate, finance, join, control, or participate in the ownership,
management, operation, financing or control of, or be connected as an officer,
director, employee, partner, principal, agent, representative, consultant or
otherwise with, or use or permit Employee’s name to be used in connection with
any:  (a) entity offering for sale
or contemplating offering for sale any Conflicting Product, or (b) any
entity which during the twenty-four (24) month period prior to such termination
was contacted by or the responsibility of the Employee or any person under the
Employee’s supervision or direction; this includes applicable agents and
suppliers, or (c) Competing Business, or (d) any entity which would
require by necessity use of Confidential Information.


 


The
term “Conflicting Product” shall mean any product, process or service which is
the same as, similar to, or in any manner competitive with any Company product
(which includes third-party products that are distributed by Company), process,
or service.  Conflicting Product
includes, but is not limited to maternity and nursing apparel and related
accessories.


 


The
term “Competing Business” shall mean any business or enterprise engaged in the
design, manufacture or sale of any maternity or nursing apparel or related
accessories, or in any other business engaged in by the Company at the time of
Employee’s termination of employment from the Company within:  (x) a state or commonwealth of the
United States or the District of Columbia, or (y) any foreign country, in
which the Company 


 


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has
engaged in any such business within the prior year or has undertaken
preparations to engage.


 


b.              During the
period of Employee’s employment by the Company and for twenty-four (24) months
thereafter, the Employee will not induce, attempt to induce or in any way
assist any other person in inducing or attempting to induce any employee or
agent of the Company to terminate their relationship with the Company.  Further, during such period Employee will not
directly or indirectly, on Employee’s own behalf or on behalf of any other
person or entity employ or solicit for employment any current or former Company
employee or agent.


 


c.               If there is a
breach or threatened breach of any of the foregoing provisions of this section,
or any other obligation contained in this Agreement, the Company shall be
entitled to an injunction restraining the Employee from any such breach without
the necessity of proving actual damages, and the Employee waives the
requirement of posting a bond.  Nothing
herein, however, shall be construed as prohibiting the Company from pursuing
other remedies for such breach or threatened breach.


 


d.              Employee agrees
not to disclose to Company or use for its benefit any confidential information
that Employee may possess from any prior employers or other sources.


 


8.                                       OTHER
CONDITIONS OF EMPLOYMENT:  The
Employee shall be subject to other terms and conditions of employment as set
forth in the prevailing Company: (a) Team Member Handbook, (b) bonus
or equity incentive programs, and (c) any other Company policies or
benefits, all of which shall be subject to interpretation and change from time
to time at the sole discretion of the Company.


 


9.                                       GOVERNING LAW
AND RELATED MATTERS: This Agreement shall be governed by and construed
and enforced in accordance with the laws of the Commonwealth of
Pennsylvania.  Employee agrees that in
the event of any violation of this Agreement, or any other matter arising out
of or relating to this Agreement, an action may be removed to or commenced by
Employer in any federal or state court of competent jurisdiction in the
Commonwealth of Pennsylvania.  Employee
hereby waives, to the fullest extent permitted by law, any objection that
Employee may now or hereafter have to such jurisdiction or to the laying of the
venue of any such suit, action or proceeding brought in such a court and any
claim that such suit, action or proceeding has been brought in an inconvenient
forum.  Employee agrees that effective
service of process may be made upon Employee by mail to any address Employee
has provided to Company.  In the event
Employer files suit against Employee for any reason, or in the event Employer
is otherwise involved in litigation concerning this Agreement or the employment
relationship between the parties, and a court of competent jurisdiction finds
in favor of Employer on any such matter, Employee shall reimburse Employer its
reasonable costs and attorney’s fees incurred in connection with such suit.


 


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The
various parts of this Agreement are intended to be severable.  Should any part be rendered or declared
invalid be reason of any legislation or by a decree of a court of competent
jurisdiction, such part shall be deemed modified to the extent required by such
legislation or decree and the invalidation or modification of such part shall
not invalidate or modify the remaining parts hereof.  Without limiting the generality of the
foregoing, if the scope of any covenant contained in this Agreement is too
broad to permit enforcement to its full extent, such covenant shall be enforced
to the maximum extent permitted by law. 
The Employee agrees that such scope may be judicially modified
accordingly.


 


10.           ASSIGNMENT:  The Company may assign its interest in
connection with 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.


 


11.           ENTIRE
AGREEMENT:  This
Agreement supersedes and replaces any and all prior terms of Employee’s
employment relationship with the Company, including, without limitation, those
contained in the Employment Agreement dated November 28, 2001 between the
Company and Employee.  This Agreement
represents the full and complete understanding between the Company and the
Employee with respect to the subject matter hereof and supersedes all prior
representations and understandings, whether oral or written and, except as
provided for herein, shall not be modified except upon written amendment
executed by Employee and an officer of Company holding the position of Vice
President or above.


 


12.           ACKNOWLEDGMENT:  Employee acknowledges that Employee was
provided with an unsigned copy of this Agreement in advance of continuing
employment, and was accorded ample opportunity to read, ask questions, seek
clarification, and seek whatever counsel relative to the Agreement Employee
desired.  Employee further acknowledges
receipt of a signed copy of this Agreement and that Employee has read and
understands all of its terms and conditions.


 


13.          APPROVAL OF BOARD OF DIRECTORS:  The promotion of the Employee to the Position
and the effectiveness of this Agreement are each subject in all respects to the
approval of the Board.  Absent Board
approval, this Agreement shall not be considered effective and will be
considered null and void.


 


IN
WITNESS WHEREOF, the parties have executed this instrument the day and year
above and below written.


 


	
  MOTHERS
  WORK, INC.

  	
  EMPLOYEE

  
	
   

  	
   

  
	
  By:

  	
      /s/
  Dan W. Matthias

  	
   

  	
  By:

  	
      /s/
  Lisa Hendrickson

  
	
  Title:
  Chief Executive Officer

  	
  Printed
  Name:

  	
  Lisa
  Hendrickson

  
	
  Date:

  	
  January 18,
  2008

  	
   

  	
  Date:

  	
  January 18,
  2008

  
	
  Executed
  At:

  	
    Philadelphia,
  PA

  	
   

  	
  Executed
  At:

  	
    Philadelphia,
  PA

  
										



 


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