EXHIBIT 10.18


 


MOTHERS WORK, INC.


FORM OF NON-QUALIFIED STOCK
OPTION AGREEMENT 

UNDER 1987 STOCK OPTION PLAN


 


 


Mothers Work, Inc., a
Delaware corporation (the “Company”), hereby grants to [insert name of
Optionee] (the “Optionee”) an option to purchase a total of [insert number of
shares] shares of Common Stock (the “Shares”) of the Company, at the price and
on the terms set forth herein, and in all respects subject to the terms and
provisions of the Company’s 1987 Stock Option Plan, as amended (the “Plan”),
which terms and provisions are incorporated by reference herein.  Unless the context herein otherwise requires,
the terms defined in the Plan shall have the same meanings herein.


 


1.              Nature of the Option. 
This Option is intended to be nonstatutory stock option and is not
intended to be incentive stock option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the “Code”), or to otherwise qualify
for any special tax benefits to the Optionee.


 


2.     Date of Grant; Term of Option.  This Option is granted as of [insert grant date] and
it may not be exercised later than [insert date that is 10 years after grant
date].


 


3.     Option Exercise Price.  The Option exercise price is [insert exercise price]
per Share.


 


4.              Exercise of Option.  This Option shall be exercisable during its term only
in accordance with the terms and provisions of the Plan and this Option as
follows:


 


(a)          Right to Exercise.  Subject to the
limitations set forth in the sentence following the table below, the Optionee
shall have the cumulative right to exercise the Option, and the Option is only
exercisable, with respect to the following number of Shares on or after the
following dates (the “Exercise Dates”):


 




	
  Table of
  Number of Shares That May be Purchased On Or After

  
	
   

  
	
   

  	
  Vesting Date

  	
   

  	
  Vested Shares

  
	
   

  	
  [insert vesting date(s)]

  	
   

  	
  [insert shares vested on vesting date]

  
	
   

  	
   

  	
   

  
	
  Total Shares Subject to Option

  	
   

  	
  [insert total shares subject to option]

  
	
   

  	
   

  	
   

  
	
  [The vesting schedule is determined by the Board of
  Directors of the Company, and options frequently vest either: (i) as to 100%
  of the underlying shares on the date of grant, or (ii) as to 20% of the
  underlying shares per year beginning on the first anniversary of the date of
  grant.]

  






 


Prior to the Option becoming exercisable with respect to any Shares,
each Exercise Date which has not yet been reached shall be postponed, on a
cumulative basis, by one month for each calendar month during which Optionee
does not work an average of three (3) days per week, and


 


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the Company’s business records reflecting the number of days on which
Optionee worked shall be deemed binding and conclusive for purposes of this
Agreement.


 


(b)           Method of Exercise. 
This
Option shall be exercisable by written notice which shall state the election to
exercise this Option, the number of Shares in respect to which the Option is
being exercised and such other representations of agreements as to the Optionee’s
investment intent with respect to such Shares as may be required by the Company
hereunder or pursuant to the provision of the Plan.  Such written notice shall be signed by the
Optionee and shall be delivered in person or by certified mail to the Secretary
of the Company or such other person as may be designated by the Company.  The written notice shall be accompanied by
payment of the purchase price.  Payment
of the purchase price shall be by check or such consideration and method of
payment authorized by the Board or the Committee pursuant to the Plan.  The certificate or certificates for the
Shares as to which the Option shall be exercised shall be registered in the
name of the Optionee and shall be legended as required under the Plan and/or
applicable law.


 


(c)           Restrictions on Exercise. 
This
Option may not be exercised if the issuance of the Shares upon such exercise
would constitute a violation of any applicable federal or state securities laws
or other laws or regulations.  As a
condition to the exercise of this Option, the Company may require the Optionee
to make a representation and warranty to the Company or otherwise enter into
any stock purchase or other agreement as may be required by any applicable law
or regulation or as may otherwise be reasonably requested by the Board of the
Committee.


 


5.              Investment Representations.  Unless the Shares have been registered under the Securities
Act of 1933, in connection with acquisition of this Option, the Optionee
represents and warrants as follows:


 


(a)           The Optionee is acquiring this Option, and upon exercise of this
Option, he will be acquiring the Shares for investment in his own account, not
as nominee or agent, and not with a view to, or for resale in connection with
any distribution thereof.


 


(b)           The Optionee has a preexisting business or personal  relationship with the Company or one of its
directors, officers or controlling persons and by reason of his business or
financial experience, has, and could be reasonably assumed to have, the
capacity to protect his interest in connection with the acquisition of this
Option and the Shares.


 


6.              Termination of Status as an
Employee.  Subject to the provisions of Section 7 hereof,
if the Optionee ceases to serve as an employee of the Company or its
Subsidiaries for any reason other than death or Disability and thereby
terminates his status as an Employee, the Optionee shall have the right to
exercise this Option at any time within the three (3) month period after the
date of such termination to the extent that the Optionee was entitled to
exercise the Option at the date of such termination, subject to extension at
the discretion of the Committee.  If the
Optionee ceases to serve as an employee due to death or Disability, this option
may be exercised at any time within one (1) year after the date of death or
termination of employment due to Disability, in the case of death, by the
Optionee’s estate or by a person who acquired the right to exercise this Option
by bequest or inheritance, or, in the case of Disability, by the Optionee, but
in any case only to the extent the Optionee was entitled to exercise this
Option at the date of such termination. 
To the extent that the Optionee was not entitled to exercise the Option
at the date of termination, or to the extent the Option is not exercised within
the time


 


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specified herein, this Option shall terminate.  Notwithstanding the foregoing, this Option
shall not be exercisable after the expiration of the term set forth in Section
2 hereof.


 


7.              Forfeiture of Option.  Notwithstanding any other provision of this Option, if
the Optionee’s employment is terminated by the Company for cause or if the
Board of Directors makes a determination that the Optionee (i) has engaged in
any type of disloyalty to the Company, including without limitation, fraud,
embezzlement, theft, or dishonesty in the course of his employment, or (ii) has
been convicted of a felony or (iii) has disclosed Proprietary Information of
the Company or (iv) has breached his Confidentiality and Non-Competition Agreement
with the Company, all unexercised Options shall terminate on the earlier of the
date of termination for cause or the date of such determination.


 


8.              Nontransferability of
Option.  This Option may not be sold, pledged, assigned, hypothecated,
gifted, transferred or disposed or in any manner either voluntarily or
involuntarily by the operation of law, other than by the will or by the laws of
descent or distribution, and may be exercised during the lifetime of the
Optionee only by such Optionee.  Subject
to the foregoing and the terms of the Plan, the terms of this Option shall be
binding upon the executors, administrators, heirs, successors and assigns of
the Optionee.


 


9.              Continuation of Employment.  Neither the Plan nor this Option shall confer upon any
Optionee any right to continue in the employment of the Company or any of its
subsidiaries or limit in any respect the right of the Company to discharge the
Optionee at any time, with or without cause and with or without notice.


 


10.       Withholding.  The Company reserves the right to
withhold, in accordance with any applicable laws, from any consideration
payable to Optionee any taxes required to be withheld by federal, state or
local law as a result of the grant or exercise of this Option or the sale or other
disposition of the Shares issued upon exercise of this Option.  If the amount of any consideration payable to
the Optionee, is insufficient to pay such taxes or if no consideration is
payable to the Optionee, upon request of the Company, the Optionee (or such
other person entitled to exercise the Option pursuant to Section 6 hereof)
shall pay to the Company an amount sufficient for the Company to satisfy any
federal, state or local tax withholding requirements it may incur, as a result
of the grant or exercise of this Option or the sale of or other disposition of
the Shares issued upon exercise  of this
Option.


 


11.       The Plan.  This Option is subject to, and the
Company and its Optionee agree to be bound by, all of the terms and conditions
of the Plan as such Plan may be amended from time to time in accordance with
the terms thereof.  Pursuant to the Plan,
the Board of Directors of the Company is authorized to adopt rules and
regulations not inconsistent with the Plan as it shall deem appropriate and
proper.  A copy of the Plan in its
present form is available for inspection during business hours by the Optionee
or the persons entitled to exercise this Option at the Company’s principal
office.  All questions of the
interpretation and application of the Plan and the Option shall be determined
by the Committee designated under the Plan, and determination shall be final,
binding and conclusive.


 


12.       Employment.  Nothing herein contained shall affect the
right of the Company or any Subsidiary to terminate the Optionee’s employment,
services, responsibilities, duties, or authority to represent the Company or
any Affiliate at any time for any reason whatsoever.


 


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13.       Entire Agreement.  This Agreement, together with the Plan
and other exhibits attached thereto or hereto, represents the entire agreement
between the parties.


 


14.       Governing Law.  This Agreement
shall be construed in accordance with the laws of the Commonwealth of
Pennsylvania.


 


15.       Amendment.  Subject to the provisions of the Plan,
this Agreement may only be amended by writing signed by each of the parties
hereto.


 


	
  Date: [insert date of signature]

  	
  MOTHERS WORK, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


	
                    Name:

  	
  [insert name of optionee]

  
	
  Shares in Option:

  	
  [insert total shares subject to option]

  
	
  Exercise Price:

  	
  [insert exercise price]

  



 


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