SECOND AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDMENT is made on May 8, 2006 by and between MOTHERS WORK, INC.
(the “ Company ”) and REBECCA C. MATTHIAS (“ Executive ”).
WHEREAS, the Company and Executive are parties to an Amended and Restated
Employment Agreement dated as of April 28, 2005, as amended effective December 29, 2005 (the “
Employment Agreement ”); and
WHEREAS, Section 17 of the Employment Agreement provides that the Company and
Executive may amend the Employment Agreement by agreement in writing; and
WHEREAS, the Company has requested that Executive agree to certain changes with
respect to the vesting of stock options awarded annually to Executive, if any.
NOW, THEREFORE, in consideration of these premises and intending to be legally
bound hereby, the Employment Agreement is amended as follows, effective as of the date first above
1. The last sentence of Section 5.3 is revised in its entirety to read as follows:
“Such Options shall be exercisable at the closing price of the Common Stock as reported
by NASDAQ on the date of grant and shall vest immediately; provided, however, that with
respect to the 2006 fiscal year Option Compensation, that Option shall vest on the first
anniversary of the date of grant, provided that Employee remains in continuous service with the
Company through such date (and subject to accelerated vesting in accordance with this
Agreement and the applicable plan under which that Option is issued).”
2. The Employment Agreement, as amended by the foregoing changes, is hereby
ratified and confirmed in all respects.
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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly
authorized officer and Executive has executed this Amendment, in each case on the date first written above.
MOTHERS WORK, INC.