0001104659-04-039564 Sample Contracts

MOTHERS WORK, INC. FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT UNDER 1994 DIRECTOR STOCK OPTION PLAN
Non-Qualified Stock Option Agreement • December 14th, 2004 • Mothers Work Inc • Retail-women's clothing stores • Pennsylvania

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.

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MOTHERS WORK, INC. FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT UNDER 1987 STOCK OPTION PLAN
Non-Qualified Stock Option Agreement • December 14th, 2004 • Mothers Work Inc • Retail-women's clothing stores • Pennsylvania

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 1987 Stock Option Plan, as amended (the “Plan”), which terms and provisions are incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings herein.

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