0001104659-06-081528 Sample Contracts

RESTRICTED STOCK AWARD AGREEMENT UNDER THE MOTHERS WORK, INC. 2005 EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement • December 14th, 2006 • Mothers Work Inc • Retail-women's clothing stores • Pennsylvania

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made by and between Mothers Work, Inc., a Delaware corporation, (the “Company”) and (the “Grantee”).

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MOTHERS WORK, INC. FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE 2005 EQUITY INCENTIVE PLAN
Non-Qualified Stock Option Agreement • December 14th, 2006 • 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 2005 Equity Incentive Plan, as amended from time to time (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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