OPTION IS SUBJECT TO, AND THE OPTIONEE AGREES TO
BE BOUND BY, ALL OF THE TERMS AND CONDITIONS OF THE PLAN AS SUCH PLAN MAY BE
AMENDED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF.
PURSUANT TO THE
PLAN, THE BOARD IS AUTHORIZED TO ADOPT RULES AND REGULATIONS NOT INCONSISTENT
WITH THE PLAN AS IT SHALL DEEM APPROPRIATE AND PROPER.
A COPY OF
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THE PLAN IN ITS PRESENT FORM IS AVAILABLE FOR INSPECTION DURING BUSINESS HOURS
BY THE OPTIONEE OR THE PERSONS ENTITLED TO EXERCISE THIS OPTION AT THE COMPANY'S
PRINCIPAL OFFICE.
ALL QUESTIONS OF THE INTERPRETATION AND APPLICATION OF THE
PLAN AND THE OPTION SHALL BE DETERMINED BY THE COMMITTEE DESIGNATED UNDER THE
PLAN, AND DETERMINATION SHALL BE FINAL, BINDING AND CONCLUSIVE.
10.
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE PLAN,
REPRESENTS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING TO THE
SUBJECT MATTER HEREOF, AND MERGES AND SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS
DISCUSSIONS, AGREEMENTS AND UNDERSTANDINGS OF EVERY NATURE.
11.
GOVERNING LAW.
THIS AGREEMENT WILL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA, WITHOUT REGARD TO THE APPLICATION
OF THE PRINCIPLES OF CONFLICTS OF LAWS.
12.
AMENDMENT.
SUBJECT TO THE PROVISIONS OF THE PLAN, THIS AGREEMENT
MAY ONLY BE AMENDED BY A WRITING SIGNED BY EACH OF THE PARTIES HERETO.
13.
EXECUTION.
THIS AGREEMENT MAY BE EXECUTED, INCLUDING EXECUTION BY
FACSIMILE SIGNATURE, IN ONE OR MORE COUNTERPARTS, EACH OF WHICH WILL BE DEEMED
AN ORIGINAL, AND ALL OF WHICH TOGETHER SHALL BE DEEMED TO BE ONE AND THE SAME
INSTRUMENT.
[This space intentionally left blank; signature page follows]
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IN WITNESS WHEREOF, this Agreement has been executed by the parties on the
day of
, 2006.
MOTHERS WORK, INC.
By:
Name:
Title:
[OPTIONEE]
Signature
Address
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