EXHIBIT 10.1
Management Incentive Program
SECTION 1.
PURPOSE; DEFINITIONS. THE PURPOSE OF THE
MOTHERS WORK, INC. MANAGEMENT INCENTIVE PROGRAM (THE "PROGRAM") IS TO ENABLE
MOTHERS WORK, INC. (THE "COMPANY") AND ITS AFFILIATED COMPANIES TO MOTIVATE AND
REWARD FAVORABLE PERFORMANCE BY PROVIDING CASH BONUS PAYMENTS BASED UPON THE
ACHIEVEMENT OF PRE-ESTABLISHED AND OBJECTIVE PERFORMANCE GOALS FOR EACH FISCAL
YEAR.
FOR PURPOSES OF THE PROGRAM, THE FOLLOWING TERMS WILL HAVE THE MEANINGS DEFINED
BELOW, UNLESS THE CONTEXT CLEARLY REQUIRES A DIFFERENT MEANING:
(A)
"AFFILIATE" MEANS, WITH RESPECT TO ANY PERSON, ANY OTHER PERSON
THAT, DIRECTLY OR INDIRECTLY, IS IN CONTROL OF, IS CONTROLLED BY, OR IS UNDER
COMMON CONTROL WITH, SUCH PERSON.
FOR PURPOSES OF THIS DEFINITION, THE TERM
"CONTROL," INCLUDING ITS CORRELATIVE TERMS "CONTROLLED BY" AND "UNDER COMMON
CONTROL WITH," MEAN, WITH RESPECT TO ANY PERSON, THE POSSESSION, DIRECTLY OR
INDIRECTLY, OF THE POWER TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT AND
POLICIES OF SUCH PERSON, WHETHER THROUGH THE OWNERSHIP OF VOTING SECURITIES, BY
CONTRACT OR OTHERWISE.
(B)
"AWARD" MEANS A CASH BONUS UNDER THE PROGRAM.
(C)
"BOARD" MEANS THE BOARD OF DIRECTORS OF THE COMPANY, AS CONSTITUTED
FROM TIME TO TIME.
(D)
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND ANY
SUCCESSOR THERETO.
(E)
"COMMITTEE" MEANS THE COMPENSATION COMMITTEE OF THE BOARD, AND
SHALL CONSIST OF MEMBERS OF THE BOARD WHO ARE NOT EMPLOYEES OF THE COMPANY OR
ANY AFFILIATE THEREOF AND WHO QUALIFY AS "OUTSIDE DIRECTORS" UNDER SECTION
162(M) OF THE CODE.
(F)
"FISCAL YEAR" MEANS THE PERIOD BEGINNING ON OCTOBER 1 AND ENDING
ON SEPTEMBER 30.
(G)
"PARTICIPANT" MEANS THE EXECUTIVE OFFICERS OF THE COMPANY AND ANY
OTHER KEY EMPLOYEE OF THE COMPANY OR ANY AFFILIATE WITH THE TITLE OF "MANAGER"
OR ABOVE SELECTED BY THE COMMITTEE TO PARTICIPATE IN THE PROGRAM.
(H)
"PERSON" MEANS AN INDIVIDUAL, A CORPORATION, A PARTNERSHIP, AN
ASSOCIATION, A TRUST OR ANY OTHER ENTITY OR ORGANIZATION.
(I)
"PERFORMANCE PERIOD" MEANS EACH FISCAL YEAR OR ANOTHER PERIOD AS
DESIGNATED BY THE COMMITTEE, SO LONG AS SUCH PERIOD DOES NOT EXCEED ONE YEAR.
SECTION 2.
ADMINISTRATION OF PROGRAM. THE COMMITTEE
SHALL ADMINISTER AND INTERPRET THE PROGRAM, PROVIDED, THAT, THE PROGRAM WILL NOT
BE INTERPRETED IN A MANNER THAT CAUSES
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AN AWARD INTENDED TO QUALIFY AS "QUALIFIED PERFORMANCE-BASED COMPENSATION" UNDER
SECTION 162(M) OF THE CODE TO FAIL TO SO QUALIFY. THE COMMITTEE SHALL HAVE THE
POWER, FROM TIME TO TIME, TO: (I) SELECT PARTICIPANTS; (II) DETERMINE THE AMOUNT
OF CASH TO BE PAID PURSUANT TO EACH PARTICIPANT; (III) DETERMINE THE TERMS AND
CONDITIONS OF EACH AWARD; (IV) ESTABLISH THE PERFORMANCE OBJECTIVES FOR ANY
PERFORMANCE PERIOD IN ACCORDANCE WITH SECTION 3 AND CERTIFY WHETHER SUCH
PERFORMANCE OBJECTIVES HAVE BEEN OBTAINED; (V) ESTABLISH AND AMEND RULES AND
REGULATIONS RELATING TO THE PROGRAM, AND TO MAKE ALL OTHER DETERMINATIONS
NECESSARY AND ADVISABLE FOR THE ADMINISTRATION OF THE PROGRAM; AND (VI) CORRECT
ANY DEFECT, SUPPLY ANY OMISSION OR RECONCILE ANY INCONSISTENCY IN THE PROGRAM OR
ANY AWARD.
NOTHING IN THE PROGRAM SHALL BE