Exhibit 10.2


 





456 North Fifth Street,
Philadelphia, PA  19123


Tel. (215) 873-2200; Fax
(215) 873-0869; Website www.motherswork.com


 


January 18, 2008


 


Lisa Hendrickson


791 Cornwallis Drive


Mt. Laurel, NJ 08054


 


Dear Lisa:


 


I am pleased to confirm our offer to employ you as Chief
Merchandising Officer for Mothers Work, Inc.  We look forward to you starting your new role
on Thursday, January 24, 2008.  This
letter will summarize the terms of the offer.


 


If you decide to accept this offer, your appointment
would be subject to approval of the Board of Directors of the Company (the “Board”).  We anticipate seeking such approval at our
Annual Meeting of the Board scheduled to be held on Tuesday, January 22,
2008.  We will advise you if and when
such approval is obtained.


 


Base Salary and Equity


 


You will be compensated as a salaried employee and
paid bi-weekly at a rate, which, if annualized, would equal $425,000. We will also recommend to our Board that you be
granted 5,000 shares of Mothers Work, Inc. restricted stock under the
Company’s 2005 Equity Incentive Plan (as amended).  The shares of restricted stock would vest
ratably over five years and would be granted to you the later of your actual
start date, or the date the grant is approved by the Board. The restricted
stock award would be subject to the terms of a separate award agreement on the
Company’s standard form.


 


Incentive Target Bonus


 


You will be eligible for
an annual incentive target bonus of 50% of your base salary based upon the achievement
of certain performance criteria as established by the Board under the Company’s
then effective bonus program as established by the Board.  The Company’s currently effective bonus program
is the Mothers Work, Inc. Management Incentive Plan.  Under the current bonus program as
established by the Board (which may be altered by the Board at its sole
discretion), the actual pay out of bonus can vary from 0% to 200% of your
incentive target bonus, with the minimum amount payable to you being 0% of your
base salary and the maximum amount payable to you being 100% of your base
salary. 


 


Notwithstanding the
foregoing, for the Company’s 2008 fiscal year ending September 30, 2008
only, the Company agrees that your minimum bonus amount payable will be no less
than $25,000 regardless of the aforementioned performance criteria, with such
amount being payable at the same time as the Company typically pays bonuses
after the conclusion of the


 

















 


fiscal year.  The Company and Employee agree that the
aforementioned $25,000 minimum bonus: (i) will only apply to the Company’s
2008 fiscal year, (ii) will only be payable by the Company if you are
employed with the Company in the position of Chief Merchandising Officer through
the end of the 2008 fiscal year, and (iii) will not be payable if the
calculation of your bonus based on the established performance criteria for the
2008 fiscal year exceeds $25,000.


 


Employee
Benefits


 


You will continue to be
entitled to participate in all of the then effective standard employee group
health and welfare benefits as outlined in the Company’s Team Member Handbook
and Benefits Enrollment Workbook.


 


Employment Agreement


 


As is required of team
members in key positions, it is a condition of your promotion and your
employment that you agree to and sign the enclosed Employment Agreement.  In the event of any inconsistency between the
terms and conditions of this offer letter and the terms and conditions of the
Employment Agreement, the terms and conditions of the Employment Agreement will
govern.


 


If this offer is acceptable to you, please sign and
date this letter on the signature line below and return it to Julie Marini,
Vice President of Human Resources, by end of business day January 18, 2008.  I am enclosing a copy for you to keep for
your records.


 


Again, we look forward to you leading our
merchandising and design group in your new role as Chief Merchandising Officer
for Mothers Work, Inc.!


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  /s/ Dan W. Matthias

  	
   

  
	
   

  	
   

  
	
   

  	
  Dan W. Matthias

  
	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
  Agreed and
  Accepted:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Lisa Hendrickson

  	
   

  	
  January 18, 2008

  	
   

  
	
  Lisa Hendrickson

  	
  Date