Exhibit 10.3
RESTRICTED STOCK AWARD
AGREEMENT
UNDER THE
MOTHERS WORK, INC. 2005 EQUITY
INCENTIVE PLAN
THIS RESTRICTED STOCK AWARD
AGREEMENT (this “ Agreement ”) is made by and
between Mothers Work, Inc., a Delaware corporation, (the
“ Company ”) and JUDD P. TIRNAUER (the “
Grantee ”).
WHEREAS, the Company maintains the
Mothers Work, Inc. 2005 Equity Incentive Plan (the “
Plan ”) for the benefit of its employees, directors,
consultants, and other individuals who provide services to the
Company; and
WHEREAS, the Plan permits the grant
of Restricted Stock; and
WHEREAS, to compensate the Grantee
for his or her service to the Company and to further align the
Grantee’s financial interests with those of the
Company’s other stockholders, the Board approved this Award
of Restricted Stock on July 23, 2008 (the “ Effective
Date ”), subject to the restrictions and on the terms and
conditions contained in the Plan and this Agreement.
NOW, THEREFORE, in consideration of
these premises and the agreements set forth herein, the parties,
intending to be legally bound hereby, agree as follows:
1.
Award of Restricted
Shares . The Company hereby
awards the Grantee 5,000 Shares of Restricted Stock, subject to the
restrictions and on the terms and conditions set forth in this
Agreement (the “ Restricted Shares ”). The
terms of the Plan are hereby incorporated into this Agreement by
this reference, as though fully set forth herein. Except as
otherwise provided herein, capitalized terms herein will have the
same meaning as defined in the Plan.
2.
Vesting of Restricted
Shares .
The Restricted
Shares are subject to forfeiture to the Company until they become
nonforfeitable in accordance with this Section 2. While
subject to forfeiture, the Restricted Shares may not be sold,
pledged, assigned, otherwise encumbered or transferred in any
manner, whether voluntarily or involuntarily by the operation of
law.
(a)
Vesting Based on Continued Service . 20% of the
Restricted Shares will become nonforfeitable on each of the first,
second, third, fourth and fifth anniversaries of the Effective
Date, provided in each case that the Grantee remains in continuous
service with the Company through the applicable anniversary
date. For purposes of this Agreement, service with an
Affiliate of the Company will be deemed to constitute service with
the Company, for so long as such entity remains an Affiliate of the
Company.
(b)
Accelerated Vesting . Immediately prior to a Change in
Control, any Restricted Shares that then remain subject to
forfeiture will become nonforfeitable, provided the Grantee remains
in continuous service with the Company through the completion of
that Change in Control.
