**Exhibit 10.28**

**RESTRICTED STOCK AWARD AGREEMENT**

**UNDER THE**

**MOTHERSWORK, 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                           (the “Grantee”).

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

WHEREAS, the Plan permits the grant of RestrictedStock; and

WHEREAS, to compensate the Grantee for his or herservice to the Company and to further align the Grantee’s financial interestswith those of the Company’s other stockholders, the Board approved this Awardof Restricted Stock on                         ,[effective as of                             ](1)(the “Effective Date”), subject to the restrictions and on the terms andconditions contained in the Plan and this Agreement.

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

**1.             Award of Restricted Shares**.  The Company hereby awards the Grantee              Shares of Restricted Stock, subject to the restrictions and on the terms andconditions set forth in this Agreement (the “Restricted Shares”).  The terms of the Plan are hereby incorporatedinto 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 aresubject to forfeiture to the Company until they become nonforfeitable inaccordance with this Section 2.  Whilesubject to forfeiture, the Restricted Shares may not be sold, pledged,assigned, otherwise encumbered or transferred in any manner, whethervoluntarily or involuntarily by the operation of law.

(a)           Vesting.  The Restricted Shares will becomenonforfeitable as follows:

[insert vesting provision]

(b)           Unvested Shares Forfeited UponCessation of Service.  Upon anycessation of the Grantee’s service with the Company (whether initiated by theCompany, Grantee or otherwise): (i) any Restricted Shares that are not then nonforfeitablewill immediately and

 

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(1) Insert effective date specified by the Board, ifapproval date and effective date are not the same.  If different effective date is used, it mustbe later than the approval date.

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automatically, withoutany action on the part of the Company, be forfeited, and (ii) the Grantee willhave no further rights with respect to those shares.

**3.             Issuanceof Shares.**

## (a)           The Company willcause the Restricted Shares to be issued in the Grantee’s name either bybook-entry registration or issuance of a stock certificate or certificates.

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

## (c)           If any certificateis issued in respect of Restricted Shares, that certificate will be legended asdescribed in Section 8(b) of the Plan and held in escrow by the Company’ssecretary or his or her designee.  Inaddition, the Grantee may be required to execute and deliver to the Company astock power with respect to those Restricted Shares.  At such time as those Restricted Sharesbecome nonforfeitable, the Company will cause a new certificate to be issuedwithout that portion of the legend referencing the previously applicableforfeiture conditions and will cause that new certificate to be delivered tothe Grantee (again, providedthat appropriate arrangements have been made with the Company for thewithholding or payment of any taxes that may be due with respect to suchShares).

# **4.             Substitute Property.*** *If,while any of the Restricted Shares remain subject to forfeiture, there occurs amerger, reclassification, recapitalization, stock split, stock dividend orother similar event or transaction resulting in new, substituted or additionalsecurities being issued or delivered to the Grantee by reason of the Grantee’sownership of the Restricted Shares, such securities will constitute “RestrictedShares” for all purposes of this Agreement and any certificate issued toevidence such securities will immediately be deposited with the secretary ofthe 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 theRestricted Shares and to receive dividends and distributions with respect tothe Restricted Shares; *provided, however*,that any cash dividends or distributions paid in respect of the RestrictedShares while those Shares remain subject to forfeiture will be delivered to theGrantee only if and when the Restricted Shares giving rise to such dividends ordistributions become nonforfeitable.

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

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# **7.            Tax Consequences**.  The Grantee acknowledges that the Company hasnot advised the Grantee regarding the Grantee’s income tax liability inconnection with the grant of or the lapse of forfeiture restrictions on theRestricted Shares.  The Grantee has hadthe opportunity to review with his or her own tax advisors the federal, stateand local tax consequences of the transactions contemplated by thisAgreement.  The Grantee is relying solelyon such advisors and not on any statements or representations of the Company orany of its agents.  The Granteeunderstands that the Grantee (and not the Company) shall be responsible for theGrantee’s own tax liability that may arise as a result of the transactionscontemplated by this Agreement.

# **8.             The Plan**.  This Award of Restricted Shares is subjectto, and the Grantee agrees to be bound by, all of the terms and conditions ofthe Plan, as such Plan may be amended from time to time in accordance with theterms thereof.  Pursuant to the Plan, theBoard is authorized to adopt rules and regulations not inconsistent with thePlan as it shall deem appropriate and proper. A copy of the Plan in its present form is available for inspectionduring business hours by the Grantee at the Company’s principal office.  All questions of the interpretation andapplication of the Plan and the Grantee shall be determined by the Board and anysuch 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 thesubject matter hereof, and merges and supersedes all prior and contemporaneousdiscussions, agreements and understandings of every nature.

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

# **11.          Governing****Law**.  ThisAgreement will be construed in accordance with the laws of the Commonwealth ofPennsylvania, without regard to the application of the principles of conflictsof laws.

# **12.          Amendment**.  Subject to the provisions of the Plan, thisAgreement may only be amended by a writing signed by each of the partieshereto.

# **13.          Execution**.  This Agreement may be executed, includingexecution by facsimile signature, in one or more counterparts, each of whichwill be deemed an original, and all of which together shall be deemed to be oneand the same instrument.

[*This space left blank intentionally; signature page follows.*]

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IN WITNESSWHEREOF, the Company’s duly authorized representative and the Grantee have eachexecuted this Restricted Stock Award Agreement on the respective date belowindicated.
| ** ** | **MOTHERS WORK, INC.** |
|------------|------------------------|
| ** ** | ** **             |
| ** ** | ** **             |
| ** ** | **By:**                | ** ** | ** ** |
| ** ** | ** **             |
| ** ** | **Name:**              | ** ** | ** ** |
| ** ** | ** **             |
| ** ** | **Title:**             | ** ** | ** ** |
| ** ** | ** **             |
| ** ** | **Date:**              | ** ** | ** ** |
| ** ** | ** **             |
| ** ** | ** **             |
| ** ** | **GRANTEE**            | ** ** | ** ** |
| ** ** | ** **             |
| ** ** | ** **             |
| ** ** | **Signature:**         | ** ** | ** ** |
| ** ** | ** **             |
| ** ** | **Date:**              | ** ** | ** ** |
|            |                        |  |  |  |  |  |  |

 

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