**EXHIBIT 10.19**

 

**MOTHERS WORK, INC.**

**FORM OF NON-QUALIFIED STOCKOPTION AGREEMENT**

**UNDER 1994 DIRECTOR STOCK OPTIONPLAN**

 

Mothers Work, Inc., aDelaware corporation (the “Company”), hereby grants to [insert name ofOptionee] (the “Optionee”) an option to purchase a total of [insert number ofshares] shares of Common Stock (the “Shares”) of the Company, at the price andon the terms set forth herein, and in all respects subject to the terms andprovisions of the Company’s 1994 Director Stock Option Plan, as amended (the “DirectorPlan”), which terms and provisions are hereby incorporated by referenceherein.  Unless the context hereinotherwise requires, the terms defined in the Director Plan shall have the samemeanings herein.

 

**1.****             ****Nature of the Option**. This Option is intended to be nonstatutory stock option and is notintended to be incentive stock option within the meaning of Section 422 of theInternal Revenue Code of 1986, as amended (the “Code”), or to otherwise qualifyfor any special tax benefits to the Optionee.

 

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

 

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

 

**4.    Exercise of Option.**

 

**(a)****         ****Right to Exercise.**  This Optionshall be exercisable at any time during its term in accordance with the termsand provisions of the Director Plan.

 

**(b)****         ****Method of Exercise. **This Option shall be exercisable bywritten notice which shall state the election to exercise this Option, thenumber of Shares in respect to which this Option is being exercised and suchother representations and agreements as to the Optionee’s investment intentwith respect to such Shares as may be required by the Company hereunder orpursuant to the provision of the Director Plan. Such written notice shall be signed by the Optionee and shall bedelivered in person or by certified mail to the Secretary of the Company orsuch other person as may be designated by the Company.  The written notice shall be accompanied bypayment of the purchase price.  Paymentof the purchase price shall be by check or such consideration and method ofpayment authorized by the Board pursuant to the Director Plan.  The certificate or certificates for theShares as to which the Option shall be exercised shall be registered in thename of the Optionee and shall be legended as required under the Director Planand/or applicable law.

 

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

 

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**5.****             ****Investment Representations. **Unless the Shares have been registered under the SecuritiesAct of 1933, in connection with acquisition of this Option, the Optioneerepresents and warrants as follows:

 

**(a)****          **The Optionee is acquiring this Option, and uponexercise of this Option, he will be acquiring the Shares for investment for hisown account, not as nominee or agent, and not with a view to, or for resale inconnection with, any distribution thereof.

 

**(b)****          **The Optionee has a preexisting business or personalrelationship with the Company or one of its directors, officers or controllingpersons and by reason of his business or financial experience, has, and couldbe reasonably assumed to have, the capacity to protect his interest inconnection with the acquisition of this Option and the Shares.

 

**6.****             ****Termination of Status as aDirector**.  If the Optionee ceases to serve as a director of the Company for any reason other thandeath or disability, the Optionee shall have the right to exercise this Optionat any time within the thirty (30) day period after the date of suchtermination, subject to extension at the discretion of the Board.  If the Optionee ceases to serve as a directordue 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 todisability, in the case of death, by the Optionee’s estate or by a person whoacquired the right to exercise this Option by bequest or inheritance, or, inthe case of disability, by the Optionee, but in any case only to the extent theOptionee was entitled to exercise this Option at the date of such termination.To the extent the Option is not exercised within the time specified herein,this Option shall terminate. Notwithstanding the foregoing, this Option shall not be exercisableafter the expiration of the term set forth in Section 2 hereof.

 

**7.****             ****Nontransferability ofOption. **This Option may not be sold, pledged assigned, hypothecated,gifted, transferred or disposed of in any manner either voluntarily orinvoluntarily by the operation of law, other than by the will or by the laws ofdescent or distribution, and may be exercised during the lifetime of theOptionee only by such Optionee.  Subjectto the foregoing and the terms of the Director Plan, the terms of this Optionshall be binding upon the executors, administrators, heirs, successors andassigns of the Optionee.

 

**8.****             ****Withholding. **The Company reserves the right to withhold, inaccordance with any applicable laws, from any consideration payable to Optioneeany taxes required to be withheld by federal, state or local law as a result ofthe grant or exercise of this Option or the sale or other disposition of theShares issued upon exercise of this Option. If the amount of any consideration payable to the Optionee isinsufficient to pay such taxes or if no consideration is payable to theOptionee, upon request of the Company, the Optionee (or such other personentitled to exercise the Option pursuant to Section 6 hereof) shall pay to theCompany an amount sufficient for the Company to satisfy any federal, state orlocal tax withholding requirements it may incur, as a result of the grant orexercise of this Option or the sale or other disposition of the Shares issuedupon exercise  of this Option.

 

**9.****             ****The Director Plan. **This Option is subject to, and the Company and itsOptionee agree to be bound by, all of the terms and conditions of the DirectorPlan as such Director Plan may be amended from time to time in accordance withthe terms thereof.  Pursuant to theDirector Plan, the Board of Directors of the Company is authorized to adoptrules and regulations not inconsistent with the Director Plan as it shall deemappropriate and proper.  A copy of theDirector Plan in its present form is available for inspection during businesshours by the Optionee or the persons entitled to exercise this Option at theCompany’s principal office. All questions of

 

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the interpretation and application of the Director Plan and the Optionshall be determined by the Committee designated under the Director Plan, andsuch determination shall be final, binding and conclusive.

 

**10.****      ****Entire Agreement. **This Agreement, together with theDirector Plan and other exhibits attached thereto or hereto, represents theentire agreement between the parties.

 

**11.****      ****Governing Law. **This****Agreementshall be construed in accordance with the laws of the Commonwealth ofPennsylvania.

 

**12.****      ****Amendment. **Subject to the provisions of the DirectorPlan, this Agreement may only be amended by writing signed by each of theparties 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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