**Exhibit10.27**

**MOTHERSWORK, INC.**

**2005EQUITY INCENTIVE PLAN**

(As amendedthrough October 9, 2006)

# **SECTION 1.         Purpose; Definitions.**  The purposes of the Mothers Work, Inc. 2005Equity Incentive Plan (the “Plan”) are to: (a) enable Mothers Work,Inc. (the “Company”) and its affiliated companies to recruit and retainhighly qualified personnel; (b) provide those personnel with an incentivefor productivity; and (c) provide those personnel with an opportunity toshare in the growth and value of the Company.

For purposes of the Plan, the following terms willhave the meanings defined below, unless the context clearly requires adifferent meaning:

## (a)   “Affiliate” means, with respect to a Person, a Person thatdirectly or indirectly controls, is controlled by, or is under common controlwith such Person.

## (b)   “Award” means an award of Options, SARs, Restricted Stockor Restricted Stock Units made under this Plan.

## (c)   “Award Agreement” means, with respect to any particularAward, the written document that sets forth the terms of that particular Award.

## (d)   “Board” means the Board of Directors of the Company, asconstituted from time to time; *provided,however*, that if the Board appoints a Committee to perform some orall of the Board’s administrative functions hereunder, references to the “Board”will be deemed to also refer to that Committee in connection with matters to beperformed by that Committee.

## (e)   “Cause” means (i) conviction of, or the entry of aplea of guilty or no contest to, a felony or any other crime that causes theCompany or its Affiliates public disgrace or disrepute, or adversely affectsthe Company’s or its Affiliates’ operations or financial performance,(ii) gross negligence or willful misconduct with respect to the Company orany of its Affiliates, including, without limitation fraud, embezzlement, theftor proven dishonesty in the course of employment; (iii) alcohol abuse oruse of controlled drugs other than in accordance with a physician’sprescription; or (iv) material breach of any agreement with or duty owedto the Company or any of its Affiliates. Notwithstanding the foregoing, if a Participant and the Company (or anyof its Affiliates) have entered into an employment agreement, consultingagreement or other similar agreement that specifically defines “cause,” thenwith respect to such Participant, “Cause” shall have the meaning defined inthat employment agreement, consulting agreement or other agreement.

## (f)    “Changein Control” means the occurrence of any of the following, in onetransaction or a series of related transactions: (i) any “person” (as such termis used in Sections 13(d) and 14(d) of the Exchange Act) becoming a “beneficialowner” (as defined in Rule 13d-3 

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under the Exchange Act),directly or indirectly, of securities of the Company representing more than 50%of the voting power of the Company’s then outstanding securities; (ii) a consolidation, share exchange,reorganization or merger of the Company resulting in the stockholders of theCompany immediately prior to such event not owning at least a majority of thevoting power of the resulting entity’s securities outstanding immediatelyfollowing such event; (iii) the sale or other disposition of all orsubstantially all the assets of the Company, (iv) a liquidation or dissolutionof the Company, or (v) any similar event deemed by the Board to constitute aChange in Control for purposes of this Plan.

## (g)   “Code” means the Internal Revenue Code of 1986, as amendedfrom time to time, and any successor thereto.

## (h)   “Committee” means a committee appointed by the Board inaccordance with Section 2 of the Plan.

## (i)    “Director” means a member of the Board.

## (j)    “Disability” means a condition rendering a ParticipantDisabled.

## (k)   “Disabled” will have the same meaning as set forth inSection 22(e)(3) of the Code.

## (l)    “Exchange Act” means the Securities Exchange Act of 1934,as amended.

## (m)  “Fair Market Value” means, as of any date: (i) if theShares are not then publicly traded, the value of such Shares on that date, asdetermined by the Board in its sole and absolute discretion; or (ii) ifthe Shares are publicly traded, the closing price for a Share on the principalnational securities exchange on which the Shares are listed or admitted totrading or, if the Shares are not listed or admitted to trading on any nationalsecurities exchange, but are traded in the over-the-counter market, the closingsale price of a Share or, if no sale is publicly reported, the average of theclosing bid and asked quotations for a Share, as reported by The Nasdaq StockMarket, Inc. (“Nasdaq”) or any comparable system or, if the Common Stockis not listed on Nasdaq or a comparable system, the closing sale price of aShare or, if no sale is publicly reported, the average of the closing bid andasked prices, as furnished by two members of the National Association ofSecurities Dealers, Inc. who make a market in the Common Stock selected fromtime to time by the Company for that purpose.

## (n)   “Incentive Stock Option” means any Option intended to be an“Incentive Stock Option” within the meaning of Section 422 of the Code.

## (o)   “Non-EmployeeDirector” will have the meaning set forth in Rule 16b-3(b)(3)(i)promulgated by the Securities and Exchange Commission under the Exchange Act,or any successor definition adopted by the Securities and Exchange Commission; *provided, however*, that the Board or theCommittee may, to the extent that it deems necessary to comply withSection 162(m) of the Code or regulations thereunder, require that each “Non-EmployeeDirector” also be an “outside director” as that term is defined in regulationsunder Section 162(m) of the Code.

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## (p)   “Non-Qualified Stock Option” means any Option that is notan Incentive Stock Option.

## (q)   “Option” means any option to purchase Shares (includingRestricted Stock, if the Board so determines) granted pursuant to Section 5hereof.

## (r)    “Parent” means, in respect of the Company, a “parentcorporation” as defined in Sections 424(e) of the Code

## (s)   “Participant” means an employee, consultant, Director, orother service provider of or to the Company or any of its respective Affiliatesto whom an Award is granted.

## (t)    “Person” means an individual, partnership, corporation,limited liability company, trust, joint venture, unincorporated association, orother entity or association.

## (u)   “Restricted Stock” means Shares that are subject torestrictions pursuant to Section 8 hereof.

## (v)   “Restricted Stock Unit” means a right granted under and subject to restrictions pursuant to Section8 hereof.

## (w)  “SAR”means a stock appreciation right granted under the Plan and described in Section6 hereof.

## (x)    “Shares” means shares of the Company’s common stock, parvalue $.01, subject to substitution or adjustment as provided in Section3(c) hereof.

## (y)   “Subsidiary” means, in respect of the Company, a subsidiarycompany as defined in Sections 424(f) and (g) of the Code.

# **SECTION 2.         Administration.**  The Plan will be administered by the Board; *provided, however*, that the Board may atany time appoint a Committee to perform some or all of the Board’sadministrative functions hereunder;*andprovided further*, that the authority of any Committee appointedpursuant to this Section 2 will be subject to such terms and conditionsas the Board may prescribe and will be coextensive with, and not in lieu of,the authority of the Board hereunder.

Subject to therequirements of the Company’s by-laws and certificate of incorporation anyother agreement that governs the appointment of Board committees, any Committeeestablished under this Section 2 will be composed of not fewer than twomembers, each of whom will serve for such period of time as the Boarddetermines; *provided, however*,that if the Company has a class of securities required to be registered underSection 12 of the Exchange Act, all members of any Committee establishedpursuant to this Section 2 will be Non-Employee Directors.  From time to time the Board may increase thesize of the Committee and appoint additional members thereto, remove members(with or without cause) and appoint new members in substitution therefor, fillvacancies however caused, or remove all members of the Committee and thereafterdirectly administer the Plan.

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The Board will have full authority to grant Awardsunder this Plan and determine the terms of such Awards.  Such authority will include the right to:

## (a)   select the persons to whom Awards are granted (consistent with theeligibility conditions set forth in Section 4);

## (b)   determine the type of Award to be granted;

## (c)   determine the number of Shares, if any, to be covered by eachAward;

## (d)   establish the vesting or forfeiture terms of each Award;

## (e)   determine whether and under what circumstances an Option may beexercised without a payment of cash under Section 5(d); and

## (f)    determine whether, to what extent and under what circumstancesShares and other amounts payable with respect to an Award may be deferredeither automatically or at the election of the Participant.

The Board will have the authority to adopt, alter andrepeal such administrative rules, guidelines and practices governing the Planas it, from time to time, deems advisable; to establish the terms and form ofeach Award Agreement; to interpret the terms and provisions of the Plan and anyAward issued under the Plan (and any Award Agreement); and to otherwise supervisethe administration of the Plan.  TheBoard may correct any defect, supply any omission or reconcile anyinconsistency in the Plan or in any Award Agreement in the manner and to theextent it deems necessary to carry out the intent of the Plan.

All decisions made by the Board pursuant to theprovisions of the Plan will be final and binding on all persons, including theCompany and Participants.  No Directorwill be liable for any good faith determination, act or omission in connectionwith the Plan or any Award.

**SECTION3.         Shares Subject to the Plan**.

## (a)   Shares Subject to the Plan. The Shares to be subject to or related to Awards under the Plan will beauthorized and unissued Shares of the Company, whether or not previously issuedand subsequently acquired by the Company. The maximum number of Shares that may be issued in respect of Awardsunder the Plan is 500,000.  The Companywill reserve for the purposes of the Plan, out of its authorized and unissuedShares, such number of Shares. Notwithstanding the foregoing, no individual may granted Options or SARswith respect to more than 200,000 Shares in any calendar year.  In addition, not more than 250,000 Shareswill be issued hereunder in respect of Restricted Stock or Restricted StockUnits

## (b)   Effectof the Expiration or Termination of Awards. If and to the extent that an Option or SAR expires, terminates or iscanceled or forfeited for any reason without having been exercised in full, theShares associated with that Option or SAR will again become available for grantunder the Plan.  Similarly, if and to theextent an Award of Restricted Stock or Restricted Stock Unit is canceled,forfeited or repurchased for any reason, the Shares subject to that Award

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will again becomeavailable for grant under the Plan.  Inaddition, if any Share is withheld pursuant to Section 11(e) insettlement of a tax withholding obligation associated with an Award, that Sharewill again become available for grant under the Plan.

## (c)   Other Adjustment.  Inthe event of any recapitalization, stock split or combination, stock dividend,spin-off, merger, reorganization or other similar event or transactionaffecting the Shares, substitutions or adjustments will be made by the Board tothe aggregate number, class and/or issuer of the securities that may be issuedunder the Plan, to the number, class and/or issuer of securities subject tooutstanding Awards, and to the exercise price of outstanding Options or SARs,in each case in a manner that reflects equitably the effects of such event ortransaction.

## (d)   Change in Control. Notwithstanding anything to the contrary set forth in the Plan, upon orin anticipation of any Change in Control, the Board may, in its sole andabsolute discretion and without the need for the consent of any Participant,take one or more of the following actions contingent upon the occurrence ofthat Change in Control: (i) cause any or all outstanding Options or SARs tobecome vested and/or immediately exercisable, in whole or in part; (ii) causeany or all outstanding Restricted Stock or Restricted Stock Units****to become non-forfeitable, in whole or in part; (iii)cancel any Option in exchange for a substitute option in a manner consistentwith the requirements of Treas. Reg. §1.424-1(a) (notwithstanding thefact that the original Option may never have been intended to satisfy therequirements for treatment as an Incentive Stock Option); (iv) cancel anyRestricted Stock, Restricted Stock Units or SAR in exchange for restrictedstock, restricted stock units or stock appreciation rights in respect of thecapital stock of any successor corporation or its parent; (v) cancel any Optionor SAR in exchange for cash and/or other substitute consideration with a valueequal to (A) the number of Shares subject to that Option or SAR, multiplied by(B) the difference, if any, between the Fair Market Value per Share on the dateof the Change in Control and the exercise price of that Option or SAR; *provided,*that if the Fair Market Value per Share on thedate of the Change in Control does not exceed the exercise price of any suchOption or SAR, the Board may cancel that Option or SAR without any payment ofconsideration therefor; or (vi) cancel any Restricted Stock Unit in exchangefor cash and/or other substitute consideration with a value equal to the FairMarket Value per Share on the date of the Change in Control.  In the discretion of the Board, any cash orsubstitute consideration payable upon cancellation of an Award may be subjectedto vesting terms substantially identical to those that applied to the cancelledAward immediately prior to the Change in Control.

# **SECTION 4.         Eligibility.**  Employees, Directors, consultants, and otherindividuals who provide services to the Company or its Affiliates are eligibleto be granted Awards under the Plan;*provided, however*,that only employees of the Company, its Parent or a Subsidiary are eligible tobe granted Incentive Stock Options.

# **SECTION5.         Options.** Options granted under the Plan may be of twotypes: (i) Incentive Stock Options or (ii) Non-Qualified StockOptions.  Any Option granted under thePlan will be in such form as the Board may at the time of such grantapprove.  Without limiting the generalityof Section 3(a), any or all of the Shares reserved for issuance under Section3(a) may be issued in respect of Incentive Stock Options.

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The Award Agreement evidencing any Option willincorporate the following terms and conditions and will contain such additionalterms and conditions, not inconsistent with the terms of the Plan, as the Boarddeems appropriate in its sole and absolute discretion:

## (a)   Option Price.  Theexercise price per Share purchasable under any Option will be determined by theBoard and will not be less than 100% of the Fair Market Value per Share on thedate of the grant.  However, anyIncentive Stock Option granted to any Participant who, at the time the Optionis granted, owns more than 10% of the voting power of all classes of shares ofthe Company, its Parent or a Subsidiary will have an exercise price per Shareof not less than 110% of Fair Market Value per Share on the date of the grant.

## (b)   Option Term.  Theterm of each Option will be fixed by the Board, but no Option will beexercisable more than 10 years after the date the Option is granted.  However, any Incentive Stock Option grantedto any Participant who, at the time such Option is granted, owns more than 10%of the voting power of all classes of shares of the Company, its Parent or aSubsidiary may not have a term of more than five years.  No Option may be exercised by any personafter expiration of the term of the Option.

## (c)   Exercisability. Options will vest and be exercisable at such time or times and subjectto such terms and conditions as determined by the Board.

## (d)   Method of Exercise. Subject to the terms of the applicable Award Agreement, theexercisability provisions of Section 5(c) and the termination provisionsof Section 7, Options may be exercised in whole or in part from time totime during their term by the delivery of written notice to the Companyspecifying the number of Shares to be purchased.  Such notice will be accompanied by payment infull of the purchase price, either by certified or bank check, or such othermeans as the Board may accept.  Asdetermined by the Board, in its sole discretion, payment of the exercise priceof an Option may be made in the form of previously acquired Shares based on theFair Market Value of the Shares on the date the Option is exercised; *provided, however*, that, in the case of anIncentive Stock Option, the right to make a payment in the form of previouslyacquired Shares may be authorized only at the time the Option is granted.

No Shares will be issued upon exercise of an Optionuntil full payment therefor has been made. A Participant will not have the right to distributions or dividends orany other rights of a stockholder with respect to Shares subject to the Optionuntil the Participant has given written notice of exercise, has paid in fullfor such Shares, if requested, has given the representation described in Section11(a) hereof and fulfills such other conditions as may be set forth in theapplicable Award Agreement.

## (e)   IncentiveStock Option Limitations.  In thecase of an Incentive Stock Option, the aggregate Fair Market Value (determinedas of the time of grant) of the Shares with respect to which Incentive StockOptions are exercisable for the first time by the Participant during anycalendar year under the Plan and/or any other plan of the Company, its Parentor any Subsidiary will not exceed $100,000. For purposes of applying the foregoing limitation, Incentive StockOptions will be taken into account in the order granted.  To the extent any Option does not meet suchlimitation, that Option will be treated for all purposes as a Non-QualifiedStock Option.

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## (f)    Termination of Service. Unless otherwise specified in the applicable Award Agreement, Optionswill be subject to the terms of Section 7 with respect to exercise uponor following termination of employment or other service.

## (g)   Transferability of Options. Except as may otherwise be specifically determined by the Board withrespect to a particular Option: (i) no Option will be transferable by theParticipant other than by will or by the laws of descent and distribution, and(ii) during the Participant’s lifetime, an Option will be exercisable only bythe Participant (or, in the event of the Participant’s Disability, by hispersonal representative).

# **SECTION 6.         StockAppreciation Rights.**

## (a)   Nature of Award. Upon the exercise of a SAR, its holder will be entitled to receive anamount equal to the excess (if any) of: (i) the Fair Market Value of theShares covered by such SAR as of the date such SAR is exercised, over(ii) the Fair Market Value of the Shares covered by such SAR as of thedate such SAR was granted.  Such amountmay be paid in either cash and/or Shares, as determined by the Board in itssole and absolute discretion.

## (b)   Terms and Conditions. The Award Agreement evidencing any SAR will incorporate the followingterms and conditions and will contain such additional terms and conditions, notinconsistent with the terms of the Plan, as the Board deems appropriate in itssole and absolute discretion:

### (i)            Termof SAR.  Unless otherwise specifiedin the Award Agreement, the term of a SAR will be ten years.

### (ii)           Exercisability.  SARs will vest and become exercisable at suchtime or times and subject to such terms and conditions as will be determined bythe Board at the time of grant.

### (iii)          Methodof Exercise.  Subject to terms of theapplicable Award Agreement, the exercisability provisions of Section6(b)(ii)and the termination provisions of Section 7, SARs may beexercised in whole or in part from time to time during their term by deliveryof written notice to the Company specifying the portion of the SAR to beexercised.

### (iv)          Terminationof Service.  Unless otherwisespecified in the Award Agreement, SARs will be subject to the terms of Section7 with respect to exercise upon termination of employment or other service.

### (v)           Non-Transferability.  Except as may otherwise be specificallydetermined by the Board with respect to a particular SAR: (A) SARs may not besold, pledged, assigned, hypothecated, gifted, transferred or disposed of inany manner either voluntarily or involuntarily by operation of law, other thanby will or by the laws of descent or distribution, and (B) during theParticipant’s lifetime, SARs will be exercisable only by the Participant (or,in the event of the Participant’s Disability, by his personal representative).

# **SECTION7.         Termination of Service. **Unlessotherwise specified with respect to a particular Option or SAR in theapplicable Award Agreement, Options or SARs granted

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hereunder will beexercisable after termination of service only to the extent specified in this Section7.

## (a)   Termination by Reason of Death.  If a Participant’s service with the Companyor any Affiliate terminates by reason of death, any Option or SAR held by suchParticipant may thereafter be exercised, to the extent then exercisable or onsuch accelerated basis as the Board may determine at or after grant, by thelegal representative of the estate or by the legatee of the Participant underthe will of the Participant, for a period expiring (i) at such time as maybe specified by the Board at or after grant, or (ii) if not specified bythe Board, then 12 months from the date of death, or (iii) if sooner thanthe applicable period specified under (i) or (ii) above, upon theexpiration of the stated term of such Option or SAR.

## (b)   Termination by Reason of Disability.  If a Participant’s service with the Companyor any Affiliate terminates by reason of Disability, any Option or SAR held bysuch Participant may thereafter be exercised by the Participant or his personalrepresentative, to the extent it was exercisable at the time of termination, oron such accelerated basis as the Board may determine at or after grant, for aperiod expiring (i) at such time as may be specified by the Board at orafter grant, or (ii) if not specified by the Board, then 12 months fromthe date of termination of service, or (iii) if sooner than the applicableperiod specified under (i) or (ii) above, upon the expiration of the statedterm of such Option or SAR.

## (c)   Cause.  If aParticipant’s service with the Company or any Affiliate is terminated forCause: (i) any Option or SAR not already exercised will be immediately andautomatically forfeited as of the date of such termination, and (ii) anyShares for which the Company has not yet delivered share certificates will beimmediately and automatically forfeited and the Company will refund to theParticipant the Option exercise price paid for such Shares, if any.

## (d)   Other Termination. If a Participant’s service with the Company or any Affiliate terminatesfor any reason other than death, Disability or Cause, any Option or SAR held bysuch Participant may thereafter be exercised by the Participant, to the extentit was exercisable at the time of such termination, or on such acceleratedbasis as the Board may determine at or after grant, for a period expiring(i) at such time as may be specified by the Board at or after grant, or(ii) if not specified by the Board, then 90 days from the date oftermination of service, or (iii) if sooner than the applicable periodspecified under (i) or (ii) above, upon the expiration of the stated term ofsuch Option or SAR.

# **SECTION 8.         Restricted Stock**.

## (a)   Issuance.  Restricted Stock may be issued either aloneor in conjunction with other Awards.  TheBoard will determine the time or times within which Restricted Stock may besubject to forfeiture, and all other conditions of such Awards.  The purchase price for Restricted Stock may,but need not, be zero.  The prospectiverecipient of an Award of Restricted Stock will not have any rights with respectto such Award, unless and until such recipient has delivered to the Company anexecuted Award Agreement and has otherwise complied with the applicable termsand conditions of such Award.

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##  

## (b)   Certificates.  Ashare certificate will be issued in connection with each Award of RestrictedStock.  Such certificate will beregistered in the name of the Participant receiving the Award, and will bearthe following legend and/or any other legend required by this Plan, the AwardAgreement or by applicable law:

**THE TRANSFERABILITY OF THISCERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS ANDCONDITIONS OF THE MOTHERS WORK, INC. 2005 EQUITY INCENTIVE PLAN AND AN AWARDAGREEMENT ENTERED INTO BETWEEN [THE PARTICIPANT] AND MOTHERS WORK, INC.  COPIES OF THAT PLAN AND AGREEMENT ARE ON FILEIN THE PRINCIPAL OFFICES OF MOTHERS WORK, INC. AND WILL BE MADE AVAILABLE TOTHE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON REQUEST TO THE SECRETARY OFTHE COMPANY.**

Share certificatesevidencing Restricted Stock will be held in custody by the Company or in escrowby an escrow agent until the restrictions thereon have lapsed.  As a condition to any Award of RestrictedStock, the Participant may be required to deliver to the Company a share power,endorsed in blank, relating to the Shares covered by such Award.

## (c)   Restrictions and Conditions.  The Award Agreement evidencing the grant ofany Restricted Stock will incorporate the following terms and conditions andsuch additional terms and conditions, not inconsistent with the terms of thePlan, as the Board deems appropriate in its sole and absolute discretion:

### (i)            Duringa period commencing with the date of an Award of Restricted Stock and ending atsuch time or times as specified by the Board (the “Restriction Period”),the Participant will not be permitted to sell, transfer, pledge, assign orotherwise encumber Restricted Stock awarded under the Plan.  The Board may condition the lapse ofrestrictions on Restricted Stock upon the continued employment or service ofthe recipient, the attainment of specified individual or corporate performancegoals, or such other factors as the Board may determine, in its sole andabsolute discretion.

### (ii)           Except as providedin this paragraph (ii) or the applicable Award Agreement, once theParticipant has been issued a certificate or certificates for Restricted Stock,the Participant will have, with respect to the Restricted Stock, all of therights of a stockholder of the Company, including the right to vote the Shares,and the right to receive any cash distributions or dividends.  The Board, in its sole discretion, mayrequire cash distributions or dividends to be subjected to the same RestrictionPeriod as is applicable to the Restricted Stock with respect to which suchamounts are paid, or, if the Board so determines, reinvested in additionalRestricted Stock to the extent Shares are available under Section 3(a)of the Plan.  Any distributions ordividends paid in the form of securities with respect to Restricted Stock willbe subject to the same terms and conditions as the Restricted Stock withrespect to which they were paid, including, without limitation, the sameRestriction Period.

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### (iii)          Subjectto the provisions of the applicable Award Agreement, if a Participant’s servicewith the Company and it Affiliates terminates prior to the expiration of theapplicable Restriction Period, the Participant’s Restricted Stock that thenremains subject to forfeiture will then be forfeited automatically.

### (iv)          Ifand when the Restriction Period expires without a prior forfeiture of theRestricted Stock subject to such Restriction Period (or if and when therestrictions applicable to Restricted Stock are removed pursuant to Section3(d) or otherwise), the certificates for such Shares will be replaced withnew certificates, without the restrictive legends described in Section 8(b)applicable to such lapsed restrictions, and such new certificates will bedelivered to the Participant, the Participant’s representative (if theParticipant has suffered a Disability), or the Participant’s estate or heir (ifthe Participant has died).

# **SECTION 9.         Restricted****Stock Units****. **Subject to the other terms of the Plan, the Board may grant RestrictedStock Units to eligible individuals and may impose conditions on such units asit may deem appropriate.  Each RestrictedStock Unit shall be evidenced by an Award Agreement in the form that isapproved by the Board and that is not inconsistent with the terms and conditionsof the Plan.  Each Restricted Stock Unitwill represent a right to receive from the Company, upon fulfillment of anyapplicable conditions, an amount equal to the Fair Market Value (at the time ofthe distribution) of one Share. Distributions may be made in cash and/or Shares.  All other terms governing Restricted StockUnits, such as vesting, time and form of payment and termination of units shallbe set forth in the applicable Award Agreement.

# **SECTION 10.       Amendmentsand Termination.**  The Board may amend, alter or discontinue thePlan at any time.  However, except asotherwise provided in Section 3, no amendment, alteration ordiscontinuation will be made which would impair the rights of a Participantwith respect to an Award without that Participant’s consent or which, withoutthe approval of such amendment within 365 days of its adoption by the Board bythe Company’s stockholders in a manner consistent with Treas. Reg. § 1.422-3,would: (i) increase the total number of Shares reserved for issuancehereunder, or (ii) change the persons or class of persons eligible toreceive Awards.

# **SECTION11.       General Provisions**.

## (a)   The Board may require each Participant to represent to and agreewith the Company in writing that the Participant is acquiring securities of theCompany for investment purposes and without a view to distribution thereof andas to such other matters as the Board believes are appropriate.

## (b)   Allcertificates for Shares or other securities delivered under the Plan will besubject to such share-transfer orders and other restrictions as the Board maydeem advisable under the rules, regulations and other requirements of theSecurities Act of 1933, as amended, the Exchange Act, any stock exchange uponwhich the Shares are then listed, and any other applicable federal or statesecurities law, and the Board may cause a legend or legends to be put on anysuch certificates to make appropriate reference to such restrictions.

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## (c)   Nothing contained in the Plan will prevent the Board from adoptingother or additional compensation arrangements, subject to stockholder approvalif such approval is required.

## (d)   Neither the adoption of the Plan nor the execution of any documentin connection with the Plan will: (i) confer upon any employee of theCompany or an Affiliate any right to continued employment or engagement withthe Company or such Affiliate, or (ii) interfere in any way with the rightof the Company or such Affiliate to terminate the employment of any of itsemployees at any time.

## (e)   No later than the date as of which an amount first becomesincludible in the gross income of the Participant for federal income taxpurposes with respect to any Award under the Plan, the Participant will pay tothe Company, or make arrangements satisfactory to the Company regarding thepayment of, any federal, state or local taxes of any kind required by law to bewithheld with respect to such amount. Unless otherwise determined by the Board, the minimum requiredwithholding obligations may be settled with Shares, including Shares that arepart of the Award that gives rise to the withholding requirement.  The obligations of the Company under the Planwill be conditioned on such payment or arrangements and the Company will havethe right to deduct any such taxes from any payment of any kind otherwise dueto the Participant.

# **SECTION 12.       EffectiveDate of Plan.**  Subject to the approval of the Plan by theCompany’s stockholders within 12 months of the Plan’s adoption by the Board,the Plan will become effective on the date that it is adopted by the Board.

# **SECTION 13.       Termof Plan.** The Plan will continue in effect untilterminated in accordance with Section 10; *provided, however,* that no Incentive Stock Option will begranted hereunder on or after the 10th anniversary of the date of stockholderapproval of the Plan (or, if the stockholders approve an amendment thatincreases the number of shares subject to the Plan, the 10th anniversary of the date of such approval); *but provided further,* that Incentive StockOptions granted prior to such 10th anniversary may extend beyond that date.

# **SECTION 14.       InvalidProvisions.**  In theevent that any provision of this Plan is found to be invalid or otherwiseunenforceable under any applicable law, such invalidity or unenforceabilitywill not be construed as rendering any other provisions contained herein asinvalid or unenforceable, and all such other provisions will be given fullforce and effect to the same extent as though the invalid or unenforceableprovision was not contained herein.

# **SECTION15.       Governing Law.**  The Plan and all Awards granted hereunderwill be governed by and construed in accordance with the laws and judicialdecisions of the Commonwealth of Pennsylvania, without regard to theapplication of the principles of conflicts of laws.

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# **SECTION 16.       BoardAction.**  Notwithstanding anything to the contrary setforth in the Plan, any and all actions of the Board or Committee, as the casemay be, taken under or in connection with the Plan and any agreements,instruments, documents, certificates or other writings entered into, executed,granted, issued and/or delivered pursuant to the terms hereof, will be subjectto and limited by any and all votes, consents, approvals, waivers or otheractions of all or certain stockholders of the Company or other persons requiredby:

## (a)   the Company’s Certificate of Incorporation (as the same may beamended and/or restated from time to time);

## (b)   the Company’s Bylaws (as the same may be amended and/or restatedfrom time to time); and

## (c)   any other agreement, instrument, document or writing now orhereafter existing, between or among the Company and its stockholders or otherpersons (as the same may be amended from time to time).

# **SECTION17.       Notices.**  Any notice to be given to the Companypursuant to the provisions of this Plan must be given in writing and addressed,if to the Company, to its principal executive office to the attention of itsChief Financial Officer (or such other person as the Company may designate inwriting from time to time), and, if to a Participant, to the address containedin the Company’s personnel files, or at such other address as that Participantmay hereafter designate in writing to the Company.  Any such notice will be deemed duly given: ifdelivered personally or via recognized overnight delivery service, on the dateand at the time so delivered; if sent via telecopier or email, on the date andat the time telecopied or emailed with confirmation of delivery; or, if mailed,five (5) days after the date of mailing by registered or certified mail.

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