Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made by and between MOTHERS WORK,
INC. (the "Company") and JUDD P. TIRNAUER (the "Executive").
WHEREAS, in connection with Executive's promotion to the position of Senior Vice
President - Chief Financial Officer, the parties wish to enter into this
Agreement to memorialize the terms of Executive's continued employment by the
Company.
NOW, THEREFORE, in consideration of the foregoing and intending to be bound
hereby, the parties agree as follows:
1.
DURATION OF AGREEMENT.
THIS AGREEMENT IS EFFECTIVE ON THE DATE
IT IS FULLY EXECUTED AND HAS NO SPECIFIC EXPIRATION DATE.
UNLESS TERMINATED BY
AGREEMENT OF THE PARTIES, THIS AGREEMENT WILL GOVERN EXECUTIVE'S CONTINUED
EMPLOYMENT BY THE COMPANY UNTIL THAT EMPLOYMENT CEASES.
2.
TITLE; DUTIES.
EXECUTIVE WILL BE EMPLOYED AS THE COMPANY'S
SENIOR VICE PRESIDENT - CHIEF FINANCIAL OFFICER, REPORTING DIRECTLY TO THE
COMPANY'S CHIEF OPERATING OFFICER OR AS OTHERWISE DIRECTED BY THE COMPANY'S
BOARD OF DIRECTORS (THE "BOARD").
EXECUTIVE WILL DEVOTE HIS BEST EFFORTS AND
SUBSTANTIALLY ALL OF HIS BUSINESS TIME AND SERVICES TO THE COMPANY AND ITS
AFFILIATES TO PERFORM SUCH DUTIES AS MAY BE CUSTOMARILY INCIDENT TO HIS POSITION
AND AS MAY REASONABLY BE ASSIGNED TO HIM FROM TIME TO TIME.
EXECUTIVE WILL NOT,
IN ANY CAPACITY, ENGAGE IN OTHER BUSINESS ACTIVITIES OR PERFORM SERVICES FOR ANY
OTHER INDIVIDUAL, FIRM OR CORPORATION WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY; PROVIDED, HOWEVER, THAT WITHOUT SUCH CONSENT, EXECUTIVE MAY ENGAGE IN
CHARITABLE, PUBLIC SERVICE AND PERSONAL INVESTMENT ACTIVITIES, SO LONG AS SUCH
ACTIVITIES DO NOT IN ANY RESPECT INTERFERE WITH EXECUTIVE'S PERFORMANCE OF HIS
DUTIES AND OBLIGATIONS HEREUNDER.
3.
PLACE OF PERFORMANCE.
EXECUTIVE WILL PERFORM HIS SERVICES
HEREUNDER AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY IN PHILADELPHIA,
PENNSYLVANIA; PROVIDED, HOWEVER, THAT EXECUTIVE MAY BE REQUIRED TO TRAVEL FROM
TIME TO TIME FOR BUSINESS PURPOSES.
4.
COMPENSATION AND INDEMNIFICATION.
4.1.
BASE SALARY.
EXECUTIVE'S ANNUAL SALARY WILL BE $325,000 (THE
"BASE SALARY"), PAID IN ACCORDANCE WITH THE COMPANY'S PAYROLL PRACTICES AS IN
EFFECT FROM TIME TO TIME.
THE BASE SALARY WILL BE REVIEWED ANNUALLY BY THE
BOARD OR THE COMPENSATION COMMITTEE OF THE BOARD.
TO THE EXTENT THE BOARD HAS
AUTHORIZED ITS COMPENSATION COMMITTEE TO ACT ON ITS BEHALF, REFERENCES TO THE
BOARD WILL HEREINAFTER ALSO BE DEEMED TO INCLUDE THE COMPENSATION COMMITTEE.
4.2.
ANNUAL BONUSES.
4.2.1.
FOR EACH FISCAL YEAR ENDING DURING HIS EMPLOYMENT, EXECUTIVE WILL
BE ELIGIBLE TO EARN AN ANNUAL BONUS.
THE TARGET AMOUNT OF THAT BONUS WILL BE
50% PERCENT OF EXECUTIVE'S BASE SALARY FOR THE APPLICABLE FISCAL YEAR.
THE
ACTUAL BONUS PAYABLE WITH RESPECT TO A PARTICULAR YEAR WILL BE DETERMINED BY THE
BOARD, BASED ON THE ACHIEVEMENT OF CORPORATE AND INDIVIDUAL PERFORMANCE
OBJECTIVES ESTABLISHED BY THE BOARD.
ANY BONUS PAYABLE UNDER THIS PARAGRAPH
WILL BE PAID WITHIN 90 DAYS FOLLOWING THE END OF THE APPLICABLE FISCAL YEAR AND,
EXCEPT AS OTHERWISE PROVIDED IN SECTION 5.1.2, WILL ONLY BE PAID IF EXECUTIVE
REMAINS CONTINUOUSLY EMPLOYED BY THE COMPANY THROUGH THE ACTUAL BONUS PAYMENT
DATE.