SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT is made by and between DESTINATION MATERNITY
CORPORATION (formerly known as MOTHERS WORK, INC.) (the “ Company ”) and REBECCA C.
MATTHIAS (“ Employee ”).
WHEREAS, the Company and Employee are parties to a Second Amended and Restated
Employment Agreement dated March 2, 2007 (the “ Employment Agreement ”); and
WHEREAS, Section 17 of the Employment Agreement provides that the Company and
Employee may amend the Employment Agreement by agreement in writing; and
WHEREAS, the parties desire to amend the Employment Agreement to ensure compliance with,
or exemption from, the provisions of the Section 409A of the Internal Revenue Code of 1986, as amended, and
its implementing regulations and guidance.
NOW, THEREFORE, in consideration of these premises and intending to be legally bound
hereby, the Employment Agreement is hereby amended as follows, effective on the latest date signed by either
1. Section 9.3(c)(i) is restated as follows:
(i) a lump sum in cash to be paid by the Company to Employee in an amount equal to
(A) three times (1) Employee’s Base Salary as in effect on the date of the event giving rise to
such payment (the “Severance Event”)(taking into account any reduction occasioned by
Employee’s change to part-time status, as described above in Section 2.2), plus (2) the target
amount of Employee’s Cash Bonus for the year of the Severance Event (again, taking into
account any reduction occasioned by Employee’s change to part-time status, as described above
in Section 2.2), and (B) any accrued vacation pay, to the extent not theretofore paid;
2. Section 9.6(e)(i) is amended by adding the following sentence to the end thereof:
Any additional payment made pursuant to this section will be paid at the time the Parachute
Excise Tax is required to be withheld by the Company and remitted to the Internal Revenue