Exhibit 10.1
SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This Second Amended and Restated Employment Agreement (the "Agreement") is made
as of this 15th day of May, 2007 by and between Edward M. Krell (the
"Employee"), and Mothers Work, Inc. (the "Company").
WHEREAS, the Company and Employee are parties to an Amended and Restated
Employment Agreement, dated April 26, 2005 pursuant to which Employee serves as
the Executive Vice President - Chief Financial Officer of the Company (the
"Existing Employment Agreement"); and
WHEREAS, on the terms and conditions set forth herein, the Company and Employee
desire to amend and restate the Existing Employment Agreement in its entirety.
THEREFORE, in consideration of the mutual premises and promises contained in the
Agreement, the parties agree as follows:
1.
EMPLOYMENT, TERM AND DUTIES.
THE COMPANY WILL CONTINUE TO EMPLOY
EMPLOYEE AND EMPLOYEE HEREBY ACCEPTS CONTINUED EMPLOYMENT WITH THE COMPANY, AS
CHIEF OPERATING OFFICER & CHIEF FINANCIAL OFFICER (THE "POSITION") ON THE TERMS
HEREIN DESCRIBED FOR THE PERIOD BEGINNING ON THE DATE HEREOF AND CONTINUING
UNTIL TERMINATED BY EITHER PARTY.
DURING HIS EMPLOYMENT BY THE COMPANY, EXCEPT
FOR REASONABLE VACATIONS CONSISTENT WITH PARAGRAPH 6(C), ABSENCES DUE TO
TEMPORARY ILLNESS OR AS OTHERWISE PROVIDED BELOW IN PARAGRAPH 5, EMPLOYEE SHALL
USE HIS BEST EFFORTS TO SERVE THE COMPANY FAITHFULLY AND SHALL DEVOTE HIS FULL
TIME, ATTENTION, SKILL AND EFFORTS TO THE PERFORMANCE OF THE DUTIES REQUIRED BY
OR APPROPRIATE FOR HIS POSITION.
EMPLOYEE AGREES TO ASSUME SUCH DUTIES AND
RESPONSIBILITIES AS MAY BE CUSTOMARILY INCIDENT TO THE POSITION AND AS MAY BE
REASONABLY ASSIGNED TO HIM FROM TIME TO TIME BY THE COMPANY'S BOARD OF DIRECTORS
(THE "BOARD"), CHIEF EXECUTIVE OFFICER OR PRESIDENT, CONSISTENT WITH THE
COMPANY'S BYLAWS AND WITH THE LEVEL OF RESPONSIBILITY APPROPRIATE TO THE
POSITION.
2.
TERMINATION.
A.
EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, THE EMPLOYEE'S EMPLOYMENT
IS AT WILL AND MAY BE TERMINATED AT ANY TIME FOR ANY REASON BY THE EMPLOYEE OR
BY THE COMPANY.
EXCEPT IN THE EVENT OF TERMINATION OF EMPLOYEE BY COMPANY FOR
CAUSE (AS DEFINED BELOW) OR PURSUANT TO PARAGRAPH 2(D) BELOW, EITHER PARTY SHALL
PROVIDE THE OTHER WITH TWO WEEKS' ADVANCE NOTICE (OR FOR EMPLOYEE, SUCH LONGER
PERIOD AS PROVIDED FOR IN THE TEAM MEMBER HANDBOOK) PRIOR TO TERMINATION OF
EMPLOYMENT.
COMPANY MAY ELECT TO PAY EMPLOYEE TWO WEEKS' PAY IN LIEU OF SUCH
NOTICE PERIOD.
B.
IF EMPLOYEE'S EMPLOYMENT IS TERMINATED BY THE COMPANY WITHOUT
CAUSE OR BY EMPLOYEE WITH GOOD REASON (AS DEFINED BELOW):
(1)
THE COMPANY WILL MAKE A LUMP SUM PAYMENT TO EMPLOYEE (LESS
APPLICABLE DEDUCTIONS AND WITHHOLDINGS), WITHIN FIFTEEN (15) DAYS AFTER THE
EFFECTIVE DATE OF THE EVENT GIVING RISE TO SUCH PAYMENT, OF A GROSS AMOUNT EQUAL
TO (I) THREE TIMES THE
SUM OF (A) EMPLOYEE'S THEN CURRENT BASE SALARY, PLUS (B) EMPLOYEE'S TARGET
ANNUAL BONUS AMOUNT (AS DESCRIBED BELOW IN PARAGRAPH 6(B)), PLUS (II) ANY ANNUAL
BONUS EARNED BUT NOT PREVIOUSLY PAID WITH RESPECT TO A YEAR ENDED PRIOR TO THE
DATE OF TERMINATION;
(2)
THE COMPANY WILL PAY EMPLOYEE