1992 STOCK INCENTIVE PLAN, AS AMENDED
SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS.
The name of the plan is the Designs, Inc. 1992 Stock Incentive Plan (the "Plan"). The purpose of the Plan is to
encourage and enable the officers, employees and directors of Designs, Inc. (the "Company") and its Subsidiaries
upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its
business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a
direct stake in the Company's welfare will assure a closer identification of their interests with those of the
Company, thereby stimulating their efforts on the Company's behalf and strengthening their desire to remain with
The following terms shall be defined as set forth below:
"Act" means the Securities Exchange Act of 1934, as amended.
"Award" or "Awards", except where referring to a particular category of grant under the Plan, shall include
Incentive Stock Options, Non-Qualified Stock Options, Conditioned Stock Awards, Unrestricted Stock
Awards and Performance Share Awards.
"Board" means the Board of Directors of the Company.
"Cause" means and shall be limited to a vote of the Board of Directors at a meeting of the Board of Directors
resolving that the participant should be dismissed as a result of (i) any material breach by the participant of any
agreement to which the participant and the Company or any Subsidiary are both parties, (ii) any act (other then
retirement) or omission to act by the participant which may have a material and adverse effect on the business of
the Company or any Subsidiary or on the participant's ability to perform services for the Company or any
Subsidiary, including, without limitation, the commission of any crime (other than ordinary traffic violations), or
(iii) any material misconduct or neglect of duties by the participant in connection with the business or affairs of the
Company or any Subsidia