Exhibit 10.3


 


RESTRICTED STOCK AWARD AGREEMENT


UNDER THE


MOTHERS WORK, INC. 2005 EQUITY INCENTIVE PLAN


 


THIS RESTRICTED STOCK AWARD AGREEMENT
(this “Agreement”) is made by and between Mothers Work, Inc., a Delaware
corporation, (the “Company”) and JUDD P. TIRNAUER (the “Grantee”).


 


WHEREAS, the Company maintains
the Mothers Work, Inc. 2005 Equity Incentive Plan (the “Plan”) for
the benefit of its employees, directors, consultants, and other individuals who
provide services to the Company; and


 


WHEREAS, the Plan permits the
grant of Restricted Stock; and


 


WHEREAS, to compensate the
Grantee for his or her service to the Company and to further align the Grantee’s
financial interests with those of the Company’s other stockholders, the Board
approved this Award of Restricted Stock on July 23, 2008 (the “Effective
Date”), subject to the restrictions and on the terms and conditions
contained in the Plan and this Agreement.


 


NOW, THEREFORE, in
consideration of these premises and the agreements set forth herein, the parties,
intending to be legally bound hereby, agree as follows:


 


1.                                      Award of Restricted Shares.  The Company hereby awards the Grantee 5,000 Shares
of Restricted Stock, subject to the restrictions and on the terms and
conditions set forth in this Agreement (the “Restricted Shares”).  The terms of the Plan are hereby incorporated
into this Agreement by this reference, as though fully set forth herein.  Except as otherwise provided herein,
capitalized terms herein will have the same meaning as defined in the Plan.


 


2.                                      Vesting of Restricted Shares.  The Restricted Shares are subject to
forfeiture to the Company until they become nonforfeitable in accordance with
this Section 2.  While subject to
forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise
encumbered or transferred in any manner, whether voluntarily or involuntarily
by the operation of law.


 


(a)           Vesting
Based on Continued Service.  20% of
the Restricted Shares will become nonforfeitable on each of the first, second,
third, fourth and fifth anniversaries of the Effective Date, provided in each
case that the Grantee remains in continuous service with the Company through
the applicable anniversary date.  For
purposes of this Agreement, service with an Affiliate of the Company will be
deemed to constitute service with the Company, for so long as such entity
remains an Affiliate of the Company.


 


(b)          Accelerated
Vesting.  Immediately prior to a Change in Control, any
Restricted Shares that then remain subject to forfeiture will become nonforfeitable,
provided the Grantee remains in continuous service with the Company through the
completion of that Change in Control.


 

















 


  (c)         Unvested
Shares Forfeited Upon Cessation of Service. 
Upon any cessation of the Grantee’s service with the Company (whether
initiated by the Company, Grantee or otherwise): (i) any Restricted Shares
that are not then nonforfeitable will immediately and automatically, without
any action on the part of the Company, be forfeited, and (ii) the Grantee
will have no further rights with respect to those shares.


 


3.                   Issuance
of Shares.


 


  (a)         The
Company will cause the Restricted Shares to be issued in the Grantee’s name
either by book-entry registration or issuance of a stock certificate or
certificates.


 


  (b)         While
the Restricted Shares remain forfeitable, the Company will cause an appropriate
stop-transfer order to be issued and to remain in effect with respect to the
Restricted Shares.  As soon as
practicable following the time that any Restricted Share becomes nonforfeitable
(and provided that appropriate arrangements have been made with the Company for
the withholding or payment of any taxes that may be due with respect to such
Share), the Company will cause that stop-transfer order to be removed.  The Company may also condition delivery of
certificates for Restricted Shares upon receipt from the Grantee of any
undertakings that it may determine are appropriate to facilitate compliance
with federal and state securities laws.


 


  (c)         If
any certificate is issued in respect of Restricted Shares, that certificate
will be legended as described in Section 8(b) of the Plan and held in
escrow by the Company’s secretary or his or her designee.  In addition, the Grantee may be required to
execute and deliver to the Company a stock power with respect to those
Restricted Shares.  At such time as those
Restricted Shares become nonforfeitable, the Company will cause a new
certificate to be issued without that portion of the legend referencing the
previously applicable forfeiture conditions and will cause that new certificate
to be delivered to the Grantee (again, provided
that appropriate arrangements have been made with the Company for the
withholding or payment of any taxes that may be due with respect to such
Shares).


 


4.             Substitute Property.  If, while any of the
Restricted Shares remain subject to forfeiture, there occurs a merger,
reclassification, recapitalization, stock split, stock dividend or other
similar event or transaction resulting in new, substituted or additional
securities being issued or delivered to the Grantee by reason of the Grantee’s
ownership of the Restricted Shares, such securities will constitute “Restricted
Shares” for all purposes of this Agreement and any certificate issued to
evidence such securities will immediately be deposited with the secretary of
the Company (or his or her designee) and subject to the escrow described in Section 3(c),
above.


 


5.             Rights of
Grantee During Restricted Period.  The Grantee will have the right to vote the
Restricted Shares and to receive dividends and distributions with respect to
the Restricted Shares; provided, however,
that any cash dividends or distributions paid in respect of the Restricted
Shares while those Shares remain subject to forfeiture will be delivered to the
Grantee only if and when the Restricted Shares giving rise to such dividends or
distributions become nonforfeitable.


 


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6.            Securities Laws.  The Board may from time to time impose any
conditions on the Restricted Shares as it deems necessary or advisable to
ensure that the Restricted Shares are issued and resold in compliance with the
Securities Act of 1933, as amended.


 


7.            Tax Consequences.  The Grantee acknowledges that the Company has
not advised the Grantee regarding the Grantee’s income tax liability in
connection with the grant of or the lapse of forfeiture restrictions on the
Restricted Shares.  The Grantee has had
the opportunity to review with his or her own tax advisors the federal, state
and local tax consequences of the transactions contemplated by this
Agreement.  The Grantee is relying solely
on such advisors and not on any statements or representations of the Company or
any of its agents.  The Grantee
understands that the Grantee (and not the Company) shall be responsible for the
Grantee’s own tax liability that may arise as a result of the transactions
contemplated by this Agreement.


 


8.             The Plan.  This Award of Restricted Shares is subject
to, and the Grantee agrees 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 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 Grantee at the Company’s
principal office.  All questions of the
interpretation and application of the Plan and the Grantee shall be determined
by the Board and any such determination shall be final, binding and conclusive.


 


9.             Entire Agreement.  This Agreement, together with the Plan,
represents the entire agreement between the parties hereto relating to the
subject matter hereof, and merges and supersedes all prior and contemporaneous
discussions, agreements and understandings of every nature.


 


10.          Tax Withholding.  The Company hereby agrees that, at the
election of the Grantee and except as would otherwise violate the terms of any
financing agreement to which the Company is then a party, the minimum required
tax withholding obligations arising in connection with this Award may be
settled in nonforfeitable Shares subject to this Award based on the Fair Market
Value of those Shares.


 


11.          Governing
Law.  This Agreement will be construed in accordance
with the laws of the Commonwealth of Pennsylvania, without regard to the
application of the principles of conflicts of laws.


 


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


 


13.          Execution.  This Agreement may be executed, including
execution by facsimile signature, in one or more counterparts, each of which
will be deemed an original, and all of which together shall be deemed to be one
and the same instrument.


 


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IN WITNESS WHEREOF, the Company’s duly authorized representative and
the Grantee have each executed this Restricted Stock Award Agreement on the
respective date below indicated.


 


 


	
   

  	
  MOTHERS WORK, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward M. Krell

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Edward M. Krell

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  July 23, 2008

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
  /s/ Judd P. Tirnauer

  
	
   

  	
   

  
	
   

  	
  Date:

  	
  July 23, 2008

  
						



 


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