Exhibit 10.1
MOTHERS WORK, INC.
2005 EQUITY INCENTIVE PLAN
SECTION 1.
PURPOSE; DEFINITIONS. THE PURPOSES OF THE MOTHERS WORK, INC.
2005 EQUITY INCENTIVE PLAN (THE "PLAN") ARE TO: (A) ENABLE MOTHERS WORK, INC.
(THE "COMPANY") AND ITS AFFILIATED COMPANIES TO RECRUIT AND RETAIN HIGHLY
QUALIFIED PERSONNEL; (B) PROVIDE THOSE PERSONNEL WITH AN INCENTIVE FOR
PRODUCTIVITY; AND (C) PROVIDE THOSE PERSONNEL WITH AN OPPORTUNITY TO SHARE IN
THE GROWTH AND VALUE OF THE COMPANY.
For purposes of the Plan, the following terms will have the meanings defined
below, unless the context clearly requires a different meaning:
( )
"AFFILIATE" MEANS, WITH RESPECT TO A PERSON, A PERSON THAT DIRECTLY OR
INDIRECTLY CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH SUCH
PERSON.
( )
"AWARD" MEANS AN AWARD OF OPTIONS, SARS, RESTRICTED STOCK OR RESTRICTED
STOCK UNITS MADE UNDER THIS PLAN.
( )
"AWARD AGREEMENT" MEANS, WITH RESPECT TO ANY PARTICULAR AWARD, THE
WRITTEN DOCUMENT THAT SETS FORTH THE TERMS OF THAT PARTICULAR AWARD.
( )
"BOARD" MEANS THE BOARD OF DIRECTORS OF THE COMPANY, AS CONSTITUTED FROM
TIME TO TIME; PROVIDED, HOWEVER, THAT IF THE BOARD APPOINTS A COMMITTEE TO
PERFORM SOME OR ALL 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 BE PERFORMED BY THAT COMMITTEE.
(A)
"CAUSE" MEANS (I) CONVICTION OF, OR THE ENTRY OF A PLEA OF GUILTY OR NO
CONTEST TO, A FELONY OR ANY OTHER CRIME THAT CAUSES THE COMPANY OR ITS
AFFILIATES PUBLIC DISGRACE OR DISREPUTE, OR ADVERSELY AFFECTS THE COMPANY'S OR
ITS AFFILIATES' OPERATIONS OR FINANCIAL PERFORMANCE, (II) GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT WITH RESPECT TO THE COMPANY OR ANY OF ITS AFFILIATES,
INCLUDING, WITHOUT LIMITATION FRAUD, EMBEZZLEMENT, THEFT OR PROVEN DISHONESTY IN
THE COURSE OF EMPLOYMENT; (III) ALCOHOL ABUSE OR USE OF CONTROLLED DRUGS OTHER
THAN IN ACCORDANCE WITH A PHYSICIAN'S PRESCRIPTION; OR (IV) MATERIAL BREACH OF
ANY AGREEMENT WITH OR DUTY OWED TO THE COMPANY OR ANY OF ITS AFFILIATES.
NOTWITHSTANDING THE FOREGOING, IF A PARTICIPANT AND THE COMPANY (OR ANY OF ITS
AFFILIATES) HAVE ENTERED INTO AN EMPLOYMENT AGREEMENT, CONSULTING AGREEMENT OR
OTHER SIMILAR AGREEMENT THAT SPECIFICALLY DEFINES "CAUSE," THEN WITH RESPECT TO
SUCH PARTICIPANT, "CAUSE" SHALL HAVE THE MEANING DEFINED IN THAT EMPLOYMENT
AGREEMENT, CONSULTING AGREEMENT OR OTHER AGREEMENT.
(B)
"CHANGE IN CONTROL" MEANS THE OCCURRENCE OF ANY OF THE FOLLOWING, IN ONE
TRANSACTION OR A SERIES OF RELATED TRANSACTIONS: (I) ANY "PERSON" (AS SUCH TERM
IS USED IN SECTIONS 13(D) AND 14(D) OF THE EXCHANGE ACT) BECOMING A "BENEFICIAL
OWNER" (AS DEFINED IN RULE 13D-3 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 THE
COMPANY IMMEDIATELY PRIOR TO SUCH EVENT NOT OWNING AT LEAST A MAJORITY OF THE
VOTING POWER OF THE RESULTING ENTITY'S SECURITIES OUTSTANDING