EXHIBIT 10.1
EXECUTION COPY
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made
on this 2nd day of March, 2007 by and between REBECCA C. MATTHIAS, a resident of
Pennsylvania ("Employee"), and MOTHERS WORK, INC., a corporation organized and
existing under the laws of the State of Delaware (the "Company").
W I T N E S S E T H
WHEREAS, the Company and Employee are parties to an Amended and Restated
Employment Agreement, dated April 28, 2005 and as further amended, pursuant to
which Employee serves as the President and Chief Operating Officer of the
Company (the "Existing Employment Agreement"); and
WHEREAS, the Company has determined it is essential to the business of the
Company to provide for the continued employment of Employee and Dan W. Matthias
and certain prohibitions against competition following their termination of that
employment under certain circumstances; and
WHEREAS, Section 17 of the Existing Employment Agreement provides that the
Company and Employee may amend the Existing Employment Agreement by mutual
agreement in writing; and
WHEREAS, the Company and Employee desire to amend and restate the Existing
Employment Agreement in its entirety.
NOW, THEREFORE, in consideration of the mutual covenants and obligations
contained herein, and intending to be legally bound, the parties, subject to the
terms and conditions set forth herein, agree as follows:
1.
EMPLOYMENT AND TERM.
THE COMPANY WILL CONTINUE TO EMPLOY
EMPLOYEE AND EMPLOYEE HEREBY ACCEPTS CONTINUED EMPLOYMENT WITH THE COMPANY, AS
PRESIDENT AND CHIEF OPERATING OFFICER (HER "POSITION") ON THE TERMS HEREIN
DESCRIBED FOR THE PERIOD BEGINNING ON THE DATE HEREOF AND CONTINUING UNTIL THE
EARLIER OF SEPTEMBER 30, 2012 OR THE DATE TERMINATED BY EITHER PARTY (SUCH
PERIOD OF EMPLOYEE'S EMPLOYMENT IS HEREIN REFERRED TO AS THE "TERM").
FOR
AVOIDANCE OF DOUBT, WHILE THE PARTIES MAY AGREE TO EXTEND THE TERM BY MUTUAL
AGREEMENT, IN THE ABSENCE OF SUCH AGREEMENT, NO EXTENSION WILL BE PRESUMED AND
THE FAILURE TO EXTEND THE AGREEMENT WILL NOT TRIGGER ANY RIGHT TO SEVERANCE OR
ANY OTHER ENTITLEMENT.
2.
DUTIES.
2.1.
DURING HER EMPLOYMENT BY THE COMPANY, EXCEPT FOR VACATIONS IN
ACCORDANCE WITH SCHEDULE A HERETO, ABSENCES DUE TO TEMPORARY ILLNESS OR AS
OTHERWISE PROVIDED BELOW IN SECTION 3, EMPLOYEE SHALL USE HER BEST EFFORTS TO
SERVE THE COMPANY FAITHFULLY AND SHALL DEVOTE HER FULL TIME, ATTENTION, SKILL
AND EFFORTS TO THE PERFORMANCE OF THE DUTIES REQUIRED BY OR
APPROPRIATE FOR HER POSITION.
EMPLOYEE AGREES TO ASSUME SUCH DUTIES AND
RESPONSIBILITIES AS MAY BE CUSTOMARILY INCIDENT TO THE POSITION, AND AS MAY BE
REASONABLY ASSIGNED TO EMPLOYEE FROM TIME TO TIME BY THE BOARD OF DIRECTORS OF
THE COMPANY (CONSISTENT WITH THE COMPANY'S BYLAWS AND WITH THE LEVEL OF
RESPONSIBILITY APPROPRIATE TO THE POSITION).
2.2.
EFFECTIVE ON OR AFTER OCTOBER 1, 2009, EMPLOYEE MAY ELECT (WITH AT
LEAST 180 DAYS' ADVANCE WRITTEN NOTICE TO THE COMPANY'S BOARD OF DIRECTORS) TO
REDUCE HER TIME COMMITMENT TO 50% PART-TIME.
IN THAT CASE, (A) EMPLOYEE'S BASE
SALARY, CASH BONUS AND