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