MOTHERS WORK, INC.
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
UNDER 1994 DIRECTOR STOCK OPTION PLAN
Mothers Work, Inc., a Delaware corporation (the “Company”), hereby grants to [insert name of Optionee] (the
“Optionee”) an option to purchase a total of [insert number of shares] shares of Common Stock (the “Shares”) of
the Company, at the price and on the terms set forth herein, and in all respects subject to the terms and
provisions of the Company’s 1994 Director Stock Option Plan, as amended (the “Director Plan”), which terms
and provisions are hereby incorporated by reference herein. Unless the context herein otherwise requires, the
terms defined in the Director Plan shall have the same meanings herein.
1. Nature of the Option . This Option is intended to be nonstatutory stock option and is not intended
to be incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the “Code”), or to otherwise qualify for any special tax benefits to the Optionee.
2. Date of Grant; Term of Option. This Option is granted as of [insert grant date] and it may not be
exercised later than [insert date that is 10 years after grant date].
3. Option Exercise Price. The Option exercise price is [insert exercise price] per Share.
4. Exercise of Option.
(a) Right to Exercise. This Option shall be exercisable at any time during its term in
accordance with the terms and provisions of the Director Plan.
(b) Method of Exercise. This Option shall be exercisable by written notice which shall state
the election to exercise this Option, the number of Shares in respect to which this Option is being exercised and
such other representations and agreements as to the Optionee’s investment intent with respect to such Shares as
may be required by the Company hereunder or pursuant to the provision of the Director Plan. Such written
notice shall be signed