OWN TAX LIABILITY THAT MAY ARISE AS A
RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
8.
THE PLAN.
THIS AWARD OF RESTRICTED SHARES IS SUBJECT TO, AND THE
GRANTEE 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 THE PLAN IN ITS PRESENT FORM IS AVAILABLE FOR INSPECTION
DURING BUSINESS HOURS BY THE GRANTEE AT THE COMPANY'S PRINCIPAL OFFICE.
ALL
QUESTIONS OF THE INTERPRETATION AND APPLICATION OF THE PLAN AND THE GRANTEE
SHALL BE DETERMINED BY THE BOARD AND ANY SUCH DETERMINATION SHALL BE FINAL,
BINDING AND CONCLUSIVE.
9.
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.
10.
TAX WITHHOLDING.
THE COMPANY HEREBY AGREES THAT, AT THE ELECTION
OF THE GRANTEE AND EXCEPT AS WOULD OTHERWISE VIOLATE THE TERMS OF ANY FINANCING
AGREEMENT TO WHICH THE COMPANY IS THEN A PARTY, THE MINIMUM REQUIRED TAX
WITHHOLDING OBLIGATIONS ARISING IN CONNECTION WITH THIS AWARD MAY BE SETTLED IN
NONFORFEITABLE SHARES SUBJECT TO THIS AWARD BASED ON THE FAIR MARKET VALUE OF
THOSE SHARES.
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 left blank intentionally; signature page follows.]
3
IN WITNESS WHEREOF, the Company's duly authorized representative and the Grantee
have each executed this Restricted Stock Award Agreement on the respective date
below indicated.
MOTHERS WORK, INC.
By:
Name:
Title:
Date:
GRANTEE
Signature:
Date:
4