EXHIBIT 10.20
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of
the 28th day of April, 2005 by and between Dan W. Matthias, a resident of
Pennsylvania (the "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 the Employee are parties to an Employment Agreement,
dated July 14, 1994 and an Amendment Agreement, dated March 14, 2003, pursuant
to which the Employee serves as the Chairman of the Board and Chief Executive
Officer of the Company (collectively, 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 the Employee and Rebecca C.
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 the Employee may amend the Existing Employment Agreement by mutual
agreement in writing; and
WHEREAS, the Company and the 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 THE CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER (HIS
"POSITION") ON THE TERMS HEREIN DESCRIBED FOR THE PERIOD BEGINNING ON THE DATE
HEREOF AND CONTINUING UNTIL TERMINATED BY EITHER PARTY (SUCH PERIOD OF
EMPLOYEE'S EMPLOYMENT IS HEREIN REFERRED TO AS THE "TERM").
2.
DUTIES.
DURING HIS 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 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 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).
3.
OTHER BUSINESS ACTIVITIES.
DURING HIS
EMPLOYMENT BY THE COMPANY, EMPLOYEE WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN
ANY OTHER BUSINESS ACTIVITIES OR PURSUITS WHATSOEVER, EXCEPT: (I) ACTIVITIES IN
CONNECTION WITH ANY CHARITABLE OR CIVIC ACTIVITIES, (II) PERSONAL INVESTMENTS,
(III) SERVICE AS AN EXECUTOR, TRUSTEE OR IN OTHER SIMILAR FIDUCIARY CAPACITY, OR
(IV) OTHER ACTIVITIES SPECIFICALLY AUTHORIZED BY THE COMPENSATION COMMITTEE OF
THE COMPANY'S BOARD OF DIRECTORS; PROVIDED, HOWEVER, THAT ANY OF THE FOREGOING
EXCEPTIONS DO NOT: (X) INTERFERE WITH EMPLOYEE'S PERFORMANCE OF RESPONSIBILITIES
AND OBLIGATIONS