MOTHERS WORK, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
The Board of Directors of Mothers Work, Inc. (the “Company”) has caused the Mothers Work,
Inc. Amended and Restated Stock Option Plan (the “Plan”) to be amended as follows, subject to the following
condition, effective as of the 13th day of November, 2002:
1. Amendment . Section 5 of the Plan is deleted in its entirety and replaced with the
“Section 5. Stock Subject to the Plan .
Subject to this Section 5 and to the provisions of Section 8 of the Plan, the maximum aggregate
number of Shares which may be optioned and sold under the Plan is One Million Nine Hundred Seventy Five
Thousand (1,975,000), which amount consists of the 725,000 Shares available for grant under the Plan prior to
its 1997 amendment and restatement, an additional 500,000 Shares authorized for grant under the amended and
restated Plan effective December 9, 1997, an additional 250,000 Shares authorized for grant under the
amendment effective as of January 1, 2001, and an additional 500,000 Shares authorized for grant under the
amendment effective as of November 13, 2002. Options may be either incentive stock options or non-qualified
stock options, as determined by the Board. If an Option expires or becomes unexercisable for any reason
without having been exercised in full, the Shares subject to such Option shall, unless the Plan shall have been
terminated, return to the Plan and become available for future grant under the Plan. Notwithstanding the
foregoing, no individual shall receive, over the term of the Plan, Options for more than an aggregate of Six
Hundred Thousand (600,000) Shares.”
2. Condition . The amendment to the Plan set forth in paragraph 1 above will only be
effective upon the requisite approval of the Company’s stockholders at the Company’s Annual Meeting of
Stockholders to be held on February 7, 2003.
The Plan, as amended by th