Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made by and between DESTINATION MATERNITY CORPORATION (the “Company”) and DAVID STERN (the “Executive”).

WHEREAS, the parties wish to enter into this Agreement to memorialize the terms of Executive’s employment by the Company.

NOW, THEREFORE, in consideration of the foregoing and intending to be bound hereby, the parties agree as follows:

1. Duration of Agreement . This Agreement is effective on the date it is fully executed and has no specific expiration date. Unless terminated by agreement of the parties, this Agreement will govern Executive’s continued employment by the Company until that employment ceases.

2. Title; Duties . Executive will be employed as the Company’s Executive Vice President & Chief Financial Officer, reporting directly to the Company’s Chief Executive Officer (the “ CEO ”) or as otherwise directed by the Company’s Board of Directors (the “ Board ”). Executive will devote his best efforts and substantially all of his business time and services to the Company and its affiliates to perform such duties as may be customarily incident to his position and as may reasonably be assigned to him from time to time. Executive will not, in any capacity, engage in other business activities or perform services for any other individual, firm or corporation without the prior written consent of the Company; provided, however , that without such consent, Executive may engage in charitable, public service and personal investment activities, and may continue to serve on the boards of Beck Suppliers, Inc. and Camp Ockanickon, so long as in each case such activities do not in any respect interfere with Executive’s performance of his duties and obligations hereunder.

3. Place of Performance . Executive will perform his services hereunder at the principal executive offices of the Company in Moorestown, New Jersey; provided, however, that Executive may be required to travel from time to time for business purposes.

4. Compensation and Indemnification .

4.1. Base Salary . Executive’s annual salary will be $405,000 (the “ Base Salary ”), paid in accordance with the Company’s payroll practices as in effect from time to time. The Base Salary will be reviewed annually by the Compensation Committee of the Board (the “ Committee ”).

4.2. Annual Bonuses .

4.2.1. For each fiscal year ending during his employment, Executive will be eligible to earn an annual performance bonus. The target amount of that bonus will be 60% of Executive’s Base Salary for the applicable fiscal year and will be pro-rated for the fiscal year already in progress at the time of Executive’s commencement of employment (the “ Target Bonus ”). The performance period for this bonus opportunity may be segmented into such shorter periods as the Committee may determine in its reasonable discretion, provided the aggregate bonus opportunities (at target) for the applicable fiscal year are at least equal to the Target Bonus. The actual bonus payable with respect to any performance period will be determined by the Committee, based on the achievement of corporate and individual performance objectives established for the applicable period. Any bonus payable under this paragraph will be paid as soon as administratively practicable following the end of the applicable performance period, but in no event later than 2  ¹ ⁄ ₂ months after the end of the fiscal year that includes the last day of the applicable performance period, and except as otherwise provided in Section 5.1.2 , will only be paid if Executive remains continuously employed by the Company through the actual bonus payment date.

4.2.2. For purposes of determining any bonus payable to Executive, the measurement of corporate and individual performance will be performed by the Committee in good faith. From time to time, to the extent consistent with the requirements for exemption from the deductibility limitation of Section 162(m) of the Internal Revenue Code (the “ Code ”) (if such exemption is intended to be applicable), the Committee may in its sole discretion make adjustments to corporate or individual performance goals, so that required departures from the Company’s operating budget, changes in accounting principles, acquisitions, dispositions, mergers, consolidations and other corporate transactions, and other factors influencing the achievement or calculation of such goals do not affect the operation of this Section 4.2 in a manner inconsistent with its intended purposes.

4.2.3. The Committee may choose to provide Executive’s performance bonus opportunity through the Company’s Management Incentive Program, in which case such bonus opportunity will be subject to the additional terms and conditions therein contained.

4.3. Inducement Awards . Upon commencement of his employment, Executive will receive equity incentive awards with a grant date fair value of approximately $350,000, which fair value will be allocated 50% to a non-qualified stock option, 25% to restricted stock and 25% to a performance-based restricted stock unit. The non-qualified stock option and restrictive stock award will each vest in four equal annual installments, subject to full acceleration upon a “change in control” of the Company (as defined in the Company’s Amended and Restated 2005 Equity Incentive Plan), provided in each case that Executive has remained in continuous service with the Company through the applicable vesting date or event. The other terms of these awards will be substantially similar to the terms of the Company’s standard award agreements for these types of awards, as currently on file with the SEC as exhibits to the Company’s periodic financial disclosures, provided that Executive’s awards may be made as non-plan grants under Nasdaq Listing Rule 5635(c)(4).

4.4. Future Equity Awards . Executive will be eligible to receive additional equity awards in the future when annual grants are issued to other senior executives of the Company generally, and at such other times as may be determined by the Board or Committee.

4.5. Paid Time Off . Executive will be entitled to three weeks of paid time off each year, in addition to sick leave, personal days and holidays in accordance with Company policies in effect from time to time. The accrual, usage, carryover and expiration of such paid time off will be subject to the policies of the Company, as in effect from time to time.

4.6. Indemnification . During his employment and thereafter, the Company agrees to indemnify and hold Executive harmless in connection with actual, potential or threatened actions or investigations related to Executive’s services for, or employment by, the Company and/or its subsidiaries in the same manner as other officers and directors to the fullest extent provided in the Company’s by-laws and to be covered by D&O insurance to the maximum extent and length of coverage of any other officer or director of Company.

4.7. Automobile Reimbursement . During the term of Executive’s employment hereunder, the Company will reimburse the Executive for automobile related expenses not to exceed $1,000 per month.

4.8. Legal Fees . The Company will reimburse Executive for up to $10,000 for the reasonable legal fees incurred in connection with the negotiation of this Agreement and related agreements and obligations. Such reimbursement will be made within 60 days following Executive’s commencement of employment and will be subject to Executive’s delivery of appropriate documentation of these expenses.

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5. Termination . Upon any cessation of his employment with the Company, Executive will be entitled only to such compensation and benefits as described in this Section 5 . Upon any cessation of his employment for any reason, unless otherwise requested by the Company, Executive agrees to resign immediately from all officer and director positions he then holds with the Company and its affiliates.

5.1. Termination without Cause or for Good Reason . If Executive’s employment by the Company ceases due to a termination by the Company without Cause (as defined below) or a resignation by Executive for Good Reason (as defined below), Executive will be entitled to:

5.1.1. payment of all accrued and unpaid Base Salary through the date of such cessation;

5.1.2. payment of any performance bonus otherwise payable (but for the cessation of Executive’s employment) with respect to a performance period ended prior to the cessation of Executive’s employment;

5.1.3. payment of a pro-rata performance bonus for the bonus performance period in which termination occurs, determined and paid in the same manner and at the same time as the Executive’s performance bonus would otherwise have been determined and paid for the applicable performance period, but for the termination. Such performance bonus will be pro-rated based on the number of days of the applicable performance period transpired prior to the date of termination relative to the total number of days contained in the applicable performance period;

5.1.4. monthly severance payments equal to one-twelfth of Executive’s Base Salary for a period equal to 12 months; and

5.1.5. waiver of the applicable premium otherwise payable for COBRA continuation coverage for Executive (and, to the extent covered immediately prior to the date of such cessation, his eligible dependents) for a period equal to 12 months.

Except as otherwise provided in this Section 5.1 , all compensation and benefits will cease at the time of such cessation and the Company will have no further liability or obligation by reason of such cessation. The payments and benefits described in this Section 5.1 are in lieu of, and not in addition to, any other severance arrangement maintained by the Company. Notwithstanding any provision of this Agreement, the payments and benefits described in Section 5.1 are conditioned on Executive’s execution and delivery to the Company, within 45 days following his cessation of employment, of a general release of claims against the Company and its affiliates in such form as the Company may reasonably require (the “ Release ”). Subject to Section 5.4 , below, and provided the Release is not revoked, the severance benefits described herein will begin to be paid or provided (x) 15 days after the Release has been delivered, if the 60-day period following the cessation of employment does not straddle two calendar years; or (y) the later of 15 days after the Release has been delivered or the first regularly scheduled payroll date in the calendar year following the cessation of employment, if the 60-day period following such cessation straddles two calendar years.

5.2. Termination Following a Change in Control . For cessations of employment described in Section 5.1 that occur during the two year period following a Change in Control, (i) the reference in Section 5.1.4 to “12 months” will be replaced with a reference to “24 months,” (ii) the reference in  Section 5.1.5 to “12 months” will be replaced with a reference to “18 months,” and (iii) Executive will in that case be entitled to an additional severance benefit equal to 60% of his Base

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Salary, which amount will be divided into substantially equal monthly installments and paid over the salary continuation period described above in Section 5.1.4 , as modified by Section 5.2(i) . For avoidance of doubt, the payment of these enhanced severance benefits is subject to the release requirements described at the end of Section 5.1 .

5.3. Other Terminations . If Executive’s employment with the Company ceases for any reason other than as described in Section 5.1 , above (including but not limited to termination (a) by the Company for Cause, (b) as a result of Executive’s death, (c) as a result of Executive’s disability or (d) by Executive without Good Reason), then the Company’s obligation to Executive will be limited solely to the payment of accrued and unpaid Base Salary through the date of such cessation. All compensation and benefits will cease at the time of such cessation and, except as otherwise provided by COBRA, the Company will have no further liability or obligation by reason of such termination. The foregoing will not be construed to limit Executive’s right to payment or reimbursement for claims incurred prior to the date of such termination under any insurance contract funding an employee benefit plan, policy or arrangement of the Company in accordance with the terms of such insurance contract.

5.4. Compliance with Section 409A .

5.4.1. If the termination giving rise to the payments described in Section 5.1 is not a “Separation from Service” within the meaning of Treas. Reg. § 1.409A-1(h)(1) (or any successor provision), then the amounts otherwise payable pursuant to that section will instead be deferred without interest and will not be paid until Executive experiences a Separation from Service. In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A of the Code to payments due to Executive upon or following his Separation from Service, then notwithstanding any other provision of this Agreement (or any otherwise applicable plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following Executive’s Separation from Service (taking into account the preceding sentence of this paragraph) will be deferred without interest and paid to Executive in a lump sum immediately following that six-month period. This paragraph should not be construed to prevent the application of Treas. Reg. § 1.409A-1(b)(9)(iii)(or any successor provision) to amounts payable hereunder. For purposes of the application of Treas. Reg. § 1.409A-1(b)(4)(or any successor provision), each payment in a series of payments will be deemed a separate payment.

5.4.2. Notwithstanding anything in this Agreement to the contrary, to the extent an expense, reimbursement or in-kind benefit provided to Executive pursuant to this Agreement or otherwise constitutes a “deferral of compensation” within the meaning of Section 409A of the Code (a) the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Executive in any other calendar year, (b) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (c) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

5.5. Compliance with Section 280G. If any payment or benefit due to Executive from the Company or its subsidiaries or affiliates, whether under this Agreement or otherwise, would (if paid or provided) constitute an Parachute Payment (as defined below), then notwithstanding any other provision of this Agreement or any other commitment of the Company, that payment or benefit will be limited to the minimum extent necessary to ensure that no portion thereof will fail to be tax-deductible to the Company by reason of Section 280G of the Code; provided that such reduction shall only apply if the aggregate after-tax value of the Parachute Payments retained by Executive (after giving effect to such reduction) is greater than the aggregate after-tax value (after giving effect to the excise tax imposed by

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Section 4999 of the Code) of the Parachute Payments to Executive without any such reduction. The determination as to whether and to what extent payments and benefits under this Agreement or otherwise are required to be reduced in accordance with this paragraph will be made at the expense of the Company by an independent expert selected by the Company. If multiple payments or benefits are subject to reduction under this paragraph, such payments or benefits will be reduced in the order that maximizes Executive’s economic position (as determined by such independent expert). If there has been any underpayment or overpayment under this Agreement or otherwise as determined by the independent expert (whether at the time of initial determination or subsequently upon IRS audit), the amount of such underpayment or overpayment shall forthwith be paid to Executive or refunded to the Company, as the case may be.

5.6. Definitions . For purposes of this Agreement:

5.6.1. “ Cause ” means: (a) conviction of, or the entry of a plea of guilty or no contest to, a crime, other than a minor traffic offense; (b) alcohol abuse or use of controlled drugs (other than in accordance with a physician’s prescription); (c) willful misconduct or gross negligence in the course of employment; (d) material breach of any published Company policy, including (without limitation) the Company’s ethics guidelines, insider trading policies or policies regarding employment practices; (e) material breach of any agreement with or duty owed to the Company or any of its affiliates; or (f) refusal to perform the lawful and reasonable directives of a supervisor. For avoidance of doubt, a separation from service that occurs as a result of a condition entitling the Executive to benefits under any Company sponsored or funded long term disability arrangement will not constitute a termination “without Cause.”

5.6.2. “ Change in Control ” means the first to occur of any of the events described in Section 1(f) of the Company’s 2005 Equity Incentive Plan (or any successor provision). Notwithstanding the foregoing, a Change in Control will not be deemed to have occurred unless such event would also be a Change in Control under Section 409A of the Code.

5.6.3. “ Conflicting Product ” means any product, process or service which is the same as, similar to or competitive with any Company product (which includes third-party products that are distributed by Company), process, or service. Conflicting Products include, but are not limited to, maternity and nursing apparel and related accessories.

5.6.4. “ Good Reason ” means any of the following, without the Executive’s prior consent: (a) a material, adverse change in title, authority or duties (including the assignment of duties materially inconsistent with the Executive’s position); (b) a reduction in Base Salary or bonus opportunity (described in Section 4.2.1 ); or (c) a relocation of the Executive’s principal worksite more than 50 miles. However, none of the foregoing events or conditions will constitute Good Reason unless the Executive provides the Company with written objection to the event or condition within 30 days following the occurrence thereof, the Company does not reverse or otherwise cure the event or condition within 30 days of receiving that written objection, and the Executive resigns his employment within 30 days following the expiration of that cure period. Notwithstanding the foregoing, Executive may not assert that the Company ceasing to be publicly traded and/or becoming a subsidiary or business unit of another corporation itself constitutes a change in Executive’s authority or duties within the meaning of clause (a) above if: (i) such change in the Company occurs prior to the first anniversary of Executive’s commencement of employment with the Company, and (ii) Executive remains the Chief Financial Officer of the entity or business unit (or relevant portion thereof) that contains substantially all the legacy operations of the Company.

5.6.5. “ Parachute Payment ” has the same meaning as used in Section 280G(b)(2) of the Code.

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5.6.6. “ Restricted Period ” means the immediately period following Executive’s employment equal to (a) 24 months, in the case of a cessation of employment described in Section 5.2; or (b) 12 months, in the case of any other cessation of employment (without regard to whether such cessation was initiated by the Company or by Executive).”

6. Confidential Information . “Confidential Information” means information which the Company regards as confidential or proprietary and which Executive learns or develops during or related to his or her employment, including, but not limited to, information:

Executive assigns to Company any rights he or she may have in any Confidential Information. Executive shall not disclose any Confidential Information to any third-party or use any Confidential Information for any purposes other than as authorized by the Company. Executive agrees not to disclose to Company or use for its benefit any confidential information that he or she may possess from any prior employers or other sources.

7. Surrender of Materials . Executive hereby agrees to deliver to the Company promptly upon request or on the date of termination of Executive’s employment, all documents, copies thereof and other materials in Executive’s possession or control pertaining to the business of the Company and its customers, including, but not limited to, Confidential Information (and each and every copy, disk, abstract, summary or reproduction of the same made by or for Executive or acquired by Executive).

8. Non-Competition and Non-Solicitation . Executive acknowledges that the Company has developed and maintains at great expense, a valuable supplier network, supplier contacts, many of which are of longstanding, product designs, and other information of the type described in Section 6 of this Agreement, and that in the course of his or her employment (or continued employment) by the Company, Executive will be given Confidential Information concerning such suppliers and products, including information concerning such suppliers’ purchasing personnel, policies, requirements, and preferences, and such product’s design, manufacture and marketing.

8.1. Accordingly, Executive agrees that during the period of Executive’s employment and for the Restricted Period, Executive will not directly or indirectly:

8.1.1. Provide services for a business or enterprise that, in its previous fiscal year, generated 20% or more of its gross revenue from the design, manufacture and/or sale of Conflicting

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Products. This subparagraph applies in the following geographic areas: (a) states and commonwealths of the United States; (b) the District of Columbia; and (c) any foreign country. Furthermore, this subparagraph only applies in the foregoing geographic areas to the extent that the Company has designed, sold or manufactured Conflicting Products within the relevant territory (or has undertaken preparations to do so) within the year prior to the termination of Executive’s employment; or

8.1.2. Provide services for the following entities (including any of their respective divisions, subsidiaries, or affiliates): (a) Gap Inc., (b) J.C. Penney Corporation, Inc., (c) Target Corporation, (d) Macy’s, Inc., (e) Sears Holding Corporation, (f) Bed Bath and Beyond, Inc., (g) Gordmans Stores, Inc., (h) Boscov’s (i) Century 21 Department Store, or (j) Kohl’s Corporation. Such list of entities may be modified from time to time in the sole reasonable discretion of the Company. Executive is not permitted to provide services to such businesses regardless of the amount of Conflicting Product sales generated by such businesses.

8.2. During the period of Executive’s service with the Company and its affiliates, and for the Restricted Period, Executive will not induce, attempt to induce (or in any way assist any other person in inducing or attempting to induce) any employee, consultant, supplier, licensor, licensee, contractor, agent, strategic partner, distributor or other person to terminate or modify any agreement, arrangement, relationship or course of dealing with the Company. Further, during such period Executive will not directly or indirectly, on Executive’s own behalf or on behalf of any other person or entity, employ or solicit for employment: (a) any current Company employee or agent; or (b) any former Company employee or agent who provided services to the Company within the prior 12 month period.

8.3. Executive acknowledges that any breach by him or her of the provisions of this Section 8 (the “ Restrictive Covenants ”), whether or not willful, will cause continuing and irreparable injury to the Company for which monetary damages alone would not be an adequate remedy. Executive shall not, in any action or proceeding to enforce the Restrictive Covenants, assert the claim or defense that such an adequate remedy at law exists. If there is a breach or threatened breach of any of the Restrictive Covenants, or any other obligation contained in this Agreement, the Company shall be entitled to an injunction restraining Executive from any such breach without the necessity of proving actual damages, and Executive waives the requirement of posting a bond. Nothing herein, however, shall be construed as prohibiting the Company from pursuing other remedies for such breach or threatened breach. In the event of any action or proceeding concerning the Restrictive Covenants, Executive will reimburse the Company for its reasonable costs and attorney’s fees incurred in connection with such action or proceeding if the Company is determined by the court or other factfinder to have substantially prevailed in such matter.

8.4. Executive agrees to disclose the existence and terms of the Restrictive Covenants to any person for whom Executive performs or proposes to perform services for during the Restricted Period.

8.5. Executive acknowledges that the Restrictive Covenants are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the duration and scope of the Restrictive Covenants are reasonable given Executive’s position within the Company, and that the Company would not have hired Executive, entered into this Agreement or otherwise agreed to provide the payments, rights and benefits described herein in the absence of Executive’s execution of this Agreement.

9. Other Conditions of Employment . Executive shall be subject to other terms and conditions of employment as set forth in: (a) the prevailing Company Team Member Handbook, (b) the prevailing Company insider trading policies, (c) any prevailing clawback or anti-hedging policies, and (d) any other Company policies, all of which shall be subject to interpretation and change from time to time at the sole discretion of the Company, so long as such terms and conditions are not materially inconsistent with the terms hereof.

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10. Miscellaneous.

10.1. No Liability of Officers and Directors Upon Insolvency . Notwithstanding any other provision of the Agreement, Executive hereby (a) waives any right to claim payment of amounts owed to him, now or in the future, pursuant to this Agreement from directors or officers of the Company if the Company becomes insolvent, and (b) fully and forever releases and discharges the Company’s officers and directors from any and all claims, demands, liens, actions, suits, causes of action or judgments arising out of any present or future claim for such amounts.

10.2. Other Agreements . Executive represents and warrants to the Company that there are no restrictions, agreements or understandings whatsoever to which he is a party that would prevent or make unlawful his execution of this Agreement, that would be inconsistent or in conflict with this Agreement or Executive’s obligations hereunder, or that would otherwise prevent, limit or impair the performance by Executive of his duties under this Agreement.

10.3. Successors and Assigns . The Company may assign this Agreement to any successor to its assets and business by means of liquidation, dissolution, sale of assets or otherwise. For avoidance of doubt, a termination of Executive’s employment by the Company in connection with a permitted assignment of the Company’s rights and obligations under this Agreement is not a termination “without Cause” so long as the assignee offers employment to Executive on the terms herein specified (without regard to whether Executive accepts employment with the assignee). The duties of Executive hereunder are personal to Executive and may not be assigned by him.

10.4. Governing Law and Enforcement . This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws. Any legal proceeding arising out of or relating to this Agreement will be instituted in a state or federal court in the State of Delaware, and Executive and the Company hereby consent to the personal and exclusive jurisdiction of such court(s) and hereby waive any objection(s) that they may have to personal jurisdiction, the laying of venue of any such proceeding and any claim or defense of inconvenient forum.

10.5. Waivers . The waiver by either party of any right hereunder or of any breach by the other party will not be deemed a waiver of any other right hereunder or of any other breach by the other party. No waiver will be deemed to have occurred unless set forth in a writing. No waiver will constitute a continuing waiver unless specifically stated, and any waiver will operate only as to the specific term or condition waived.

10.6. Severability . The various parts of this Agreement are intended to be severable. Should any part be rendered or declared invalid be reason of any legislation or by a decree of a court of competent jurisdiction, such part shall be deemed modified to the extent required by such legislation or decree and the invalidation or modification of such part shall not invalidate or modify the remaining parts hereof. Without limiting the generality of the foregoing, if the scope of any covenant contained in this Agreement is too broad to permit enforcement to its full extent, such covenant shall be enforced to the maximum extent permitted by law. Executive agrees that such scope may be judicially modified accordingly.

10.7. Survival . This Agreement will survive the cessation of Executive’s employment to the extent necessary to fulfill the purposes and intent the Agreement.

10.8. Notices . Any notice or communication required or permitted under this Agreement will be made in writing and (a) sent by overnight courier, (b) mailed by overnight U.S. express mail, return receipt requested, or (c) sent by telecopier. Any notice or communication to

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Executive will be sent to the address contained in his personnel file. Any notice or communication to the Company will be sent to the Company’s principal executive offices, to the attention of its General Counsel. Notwithstanding the foregoing, either party may change the address for notices or communications hereunder by providing written notice to the other in the manner specified in this paragraph.

10.9. Entire Agreement; Amendments . This Agreement contains the entire agreement and understanding of the parties hereto relating to the subjects addressed in those documents, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature relating to that subject matter. This Agreement may not be changed or modified, except by an agreement in writing signed by each of the parties hereto.

10.10. Withholding . All payments (or transfers of property) to Executive will be subject to tax withholding to the extent required by applicable law.

10.11. Defend Trade Secrets Act Compliance . Executive will not be held criminally or civilly liable under any federal or state trade secret law for Executive’s disclosure of a trade secret that is made in confidence to federal, state or local government official or to an attorney, provided that such disclosure is: (a) solely for the purpose of reporting or investigating a suspected violation of law; or (b) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in related court proceedings, provided that Executive files any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to court order.

10.12. Section Headings . The headings of sections and paragraphs of this Agreement are inserted for convenience only and will not in any way affect the meaning or construction of any provision of this Agreement.

10.13. Counterparts; Facsimile . This Agreement may be executed in multiple counterparts (including by facsimile signature), each of which will be deemed to be an original, but all of which together will constitute but one and the same instrument.

[ signature page follows ]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and Executive has executed this Agreement, in each case on July 20, 2016.

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Exhibit 10.2

DESTINATION MATERNITY CORPORATION

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

Destination Maternity Corporation, a Delaware corporation (the “ Company ”), hereby grants to David Stern (the “ Optionee ”) an option to purchase a total of 73,255 shares of Common Stock of the Company, at the price and on the terms set forth herein (the “ Option ”).

1. Nature of the Option .

(a) This Option is intended to be a non-statutory stock option and is not intended to be an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, or to otherwise qualify for any special tax benefits to the Optionee.

(b) The Company maintains the Amended and Restated Destination Maternity Corporation 2005 Equity Incentive Plan (the “ Plan ”), which provides the general terms and conditions for equity incentive awards to the Company’s employees, directors, consultants, and other individuals who provide services to the Company. This Option is not awarded pursuant to the Plan, but rather is intended to constitute a non-plan based “inducement grant,” as described in Nasdaq Listing Rule 5635(c)(4). Nonetheless, the terms and provisions of the Plan relating to stock options (including, without limitation, Sections 3(c) and 3(d) of the Plan) are hereby incorporated into this Award Agreement by this reference, as though fully set forth herein, as if the Option was granted pursuant to the Plan. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings herein.

2. Date of Grant; Term of Option . This Option was granted on August 1, 2016 (the “ Grant Date ”) and will terminate 10 years after the Grant Date or such earlier date as provided in the Plan.

3. Option Exercise Price . The Option exercise price is $5.62 per Share.

4. Exercise of Option .

(a) Vesting . The Option will become vested and exercisable as follows, provided in each case that the Optionee remains in continuous service with the Company through the applicable vesting date or event:

i. the Option will become vested and exercisable with respect to 25% of the total Shares subject hereto on each of the first, second, third and fourth anniversaries of the Grant Date; and

ii. to the extent not otherwise fully vested and exercisable, the Option will become fully vested and exercisable immediately prior to and contingent upon the occurrence of a Change in Control.

For purposes of this Award Agreement, service with an Affiliate of the Company will be deemed to constitute service with the Company, for so long as such entity remains an Affiliate of the Company.

(b) Cessation of Service . Upon any cessation of the Optionee’s service with the Company (whether initiated by the Company, Optionee or otherwise): (i) any portion of the Option that is not then exercisable will immediately and automatically, without any action on the part of the Company, be forfeited, and (ii) the Optionee will have no further rights with respect to such forfeited portion of the Option. Any portion of the Option that is exercisable upon cessation of the Optionee’s service with the Company will expire or remain exercisable, as applicable, to the extent provided in Section 7 of the Plan.

(c) Method of Exercise . This Option shall be exercisable by written notice which shall state the election to exercise this Option, the number of Shares in respect to which the Option is being exercised and such other representations of agreements as to the Optionee’s investment intent with respect to such Shares as may be required by the Company hereunder or pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company or such other person as may be designated by the Company. The written notice shall be accompanied by payment of the purchase price and the amount of any tax withholding arising in connection with the exercise of the Option. Payment of such amounts shall be by check or such other method of payment authorized by the Board or the Committee. The certificate or certificates for the Shares as to which the Option shall be exercised shall be registered in the name of the Optionee and shall be legended as required under the Plan and/or applicable law.

(d) Restrictions on Exercise . This Option may not be exercised if the issuance of Shares upon such exercise would constitute a violation of any applicable federal or state securities laws or other laws or regulations. As a condition to the exercise of this Option, the Company may require the Optionee to make a representation and warranty to the Company or otherwise enter into any stock purchase or other agreement as may be required by any applicable law or regulation or as may otherwise be reasonably requested by the Board or Committee.

5. Investment Representations . Unless the Shares have been registered under the Securities Act of 1933, as amended, in connection with acquisition of this Option, the Optionee represents and warrants as follows:

(a) The Optionee is acquiring this Option, and upon exercise of this Option, she will be acquiring the Shares subject hereto for investment in her own account, not as nominee or agent, and not with a view to, or for resale in connection with any distribution thereof.

(b) The Optionee has a preexisting business or personal relationship with the Company or one of its directors, officers or controlling persons and by reason of her business or financial experience, has, and could be reasonably assumed to have, the capacity to protect her interest in connection with the acquisition of this Option and the Shares subject hereto.

6. Nontransferability of Option . This Option may not be sold, pledged, assigned, hypothecated, gifted, transferred or disposed or in any manner either voluntarily or involuntarily by the operation of law, other than by the will or by the laws of descent or distribution, and may be exercised during the lifetime of the Optionee only by such Optionee. Subject to the foregoing and the terms of the Plan, the terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

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7. Continuation of Service . This Option shall confer upon any Optionee any right to continue in the service of the Company or any of its subsidiaries or limit in any respect the right of the Company to discharge the Optionee at any time, with or without cause and with or without notice.

8. Withholding . The Company may withhold from any consideration payable to Optionee any taxes required to be withheld by federal, state or local law as a result of the grant or exercise of this Option or the sale or other disposition of the Shares issued upon exercise of this Option. If the amount of any consideration payable to the Optionee is insufficient to pay such taxes or if no consideration is then payable to the Optionee, upon request of the Company, the Optionee (or such other person entitled to exercise the Option pursuant to Section 7 of the Plan) shall pay to the Company an amount sufficient for the Company to satisfy any federal, state or local tax withholding requirements applicable as a result of the grant or exercise of this Option or the sale of or other disposition of the Shares issued upon exercise of this Option.

9. The Plan . Although this Option is not granted under the Plan, the terms of the Plan have been incorporated herein by reference. Accordingly, the Optionee agrees to be bound by all of the terms and conditions of the Plan. This Option will be administered by the Board or its designated Committee, who will have the same authority with respect to this Option as described in Section 2 of the Plan. A copy of the Plan is available for inspection during business hours by the Optionee or the persons entitled to exercise this Option at the Company’s principal office. All questions regarding the interpretation of the terms of this Option, including all questions regarding the application and interpretation of Plan provisions incorporated herein, will be determined by the Board or its designated Committee, whose determination will be final, binding and conclusive.

10. Entire Agreement . This Award Agreement represents the entire agreement between the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature.

11. Governing Law . This Award Agreement will be construed in accordance with the laws of the State of Delaware, without regard to the application of the principles of conflicts of laws.

12. Amendment . This Award Agreement may only be amended by a writing signed by each of the parties hereto.

13. Execution . This Award Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of which will be deemed an original, and all of which together shall be deemed to be one and the same instrument.

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IN WITNESS WHEREOF, this Award Agreement has been executed by the parties on the 1 ^st day of August, 2016.

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Exhibit 10.3

DESTINATION MATERNITY CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (this “ Agreement ”) is made by and between Destination Maternity Corporation, a Delaware corporation, (the “ Company ”) and David Stern (the “ Grantee ”).

WHEREAS, in order to induce the Grantee to accept employment with the Company and to further align the Grantee’s financial interests with those of the Company’s other stockholders, the Board has approved this Award of shares of common stock of the Company effective August 1, 2016 (the “ Effective Date ”), subject to the restrictions and on the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of these premises and the agreements set forth herein, the parties, intending to be legally bound hereby, agree as follows:

1. Award of Restricted Shares .

(a) The Company hereby awards the Grantee 15,569 Shares of Restricted Stock (the “ Restricted Shares ”).

(b) The Company maintains the Amended and Restated Destination Maternity Corporation 2005 Equity Incentive Plan (the “ Plan ”), which provides the general terms and conditions for equity incentive awards to the Company’s employees, directors, consultants, and other individuals who provide services to the Company. This Award of Restricted Shares is not made pursuant to the Plan, but rather is intended to constitute a non-plan based “inducement grant,” as described in Nasdaq Listing Rule 5635(c)(4). Nonetheless, the terms and provisions of the Plan relating to restricted stock (including, without limitation, Sections 3(c) and 3(d) of the Plan) are hereby incorporated into this Agreement by this reference, as though fully set forth herein, as if the Restricted Shares were awarded pursuant to the Plan. Except as otherwise provided herein, capitalized terms herein will have the same meaning as defined in the Plan.

2. Vesting of Restricted Shares . The Restricted Shares are subject to forfeiture to the Company until they become vested in accordance with this Section 2. While subject to forfeiture, the Restricted Shares may not be sold, pledged, assigned, otherwise encumbered or transferred in any manner, whether voluntarily or involuntarily by the operation of law.

(a) Vesting . The Restricted Shares will become nonforfeitable as follows, provided in each case that the Grantee remains in continuous service with the Company through the applicable vesting date or event:

i. the Restricted Shares will become nonforfeitable with respect to 25% of the total Shares subject hereto on each of the first, second, third and fourth anniversaries of the Effective Date; and

ii. to the extent not otherwise nonforfeitable, all of the Restricted Shares will become nonforfeitable immediately prior to and contingent upon the occurrence of a Change in Control.

For purposes of this Award Agreement, service with an Affiliate of the Company will be deemed to constitute service with the Company, for so long as such entity remains an Affiliate of the Company.

(b) Unvested Shares Forfeited Upon Cessation of Service . Upon any cessation of the Grantee’s service with the Company (whether initiated by the Company, Grantee or otherwise): (i) any Restricted Shares that are not then nonforfeitable will immediately and automatically, without any action on the part of the Company, be forfeited, and (ii) the Grantee will have no further rights with respect to those shares.

3. Issuance of Shares .

(a) The Company will cause the Restricted Shares to be issued in the Grantee’s name either by book-entry registration or issuance of a stock certificate or certificates.

(b) While the Restricted Shares remain forfeitable, the Company will cause an appropriate stop-transfer order to be issued and to remain in effect with respect to the Restricted Shares. As soon as practicable following the time any Restricted Share becomes nonforfeitable (and provided that appropriate arrangements have been made with the Company for the withholding or payment of any taxes that may be due with respect to such Share), the Company will cause that stop-transfer order to be removed. The Company may also condition delivery of certificates for Restricted Shares upon receipt from the Grantee of any undertakings that it may determine are appropriate to facilitate compliance with federal and state securities laws.

(c) If any certificate is issued in respect of Restricted Shares, that certificate will be legended as described in Section 8(b) of the Plan and held in escrow by the Company’s secretary or his or her designee. In addition, the Grantee may be required to execute and deliver to the Company a stock power with respect to those Restricted Shares. At such time as those Restricted Shares become nonforfeitable, the Company will cause a new certificate to be issued without that portion of the legend referencing the previously applicable forfeiture conditions and will cause that new certificate to be delivered to the Grantee (again, provided that appropriate arrangements have been made with the Company for the withholding or payment of any taxes that may be due with respect to such Shares).

4. Substitute Property . If, while any of the Restricted Shares remain subject to forfeiture, there occurs a merger, reclassification, recapitalization, stock split, stock dividend or other similar event or transaction resulting in new, substituted or additional securities being issued or delivered to the Grantee by reason of the Grantee’s ownership of the Restricted Shares, such securities will constitute “Restricted Shares” for all purposes of this Agreement and any certificate issued to evidence such securities will immediately be deposited with the secretary of the Company (or his or her designee) and subject to the escrow described in Section 3(c), above.

5. Rights of Grantee During Restricted Period . The Grantee will have the right to vote the Restricted Shares and to receive dividends and distributions with respect to the Restricted Shares; provided, however , that any cash dividends or distributions paid in respect of the Restricted Shares while those Shares remain subject to forfeiture will be delivered to the Grantee only if and when the Restricted Shares giving rise to such dividends or distributions become nonforfeitable.

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6. Securities Laws . The Board may from time to time impose any conditions on the Restricted Shares as it deems necessary or advisable to ensure that the Restricted Shares are issued and resold in compliance with the Securities Act of 1933, as amended.

7. Tax Consequences . The Grantee acknowledges that the Company has not advised the Grantee regarding the Grantee’s income tax liability in connection with the grant of or the lapse of forfeiture restrictions on the Restricted Shares. The Grantee has had the opportunity to review with his or her own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that the Grantee (and not the Company) shall be responsible for the Grantee’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

8. The Plan . Although this Award of Restricted Shares is not granted under the Plan, the terms of the Plan have been incorporated herein by reference. Accordingly, the Grantee agrees to be bound by all of the terms and conditions of the Plan. These Restricted Shares will be administered by the Board or its designated Committee, who will have the same authority with respect to these Restricted Shares, as described in Section 2 of the Plan. A copy of the Plan is available for inspection during business hours by the Grantee at the Company’s principal office. All questions regarding the interpretation of the terms of these Restricted Shares, including all questions regarding the application and interpretation of Plan provisions incorporated herein, will be determined by the Board or its designated Committee, whose determination will be final, binding and conclusive.

9. Entire Agreement . This Agreement, together with the Plan, represents the entire agreement between the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature.

10. Tax Withholding . To the extent permitted by the Plan as then in effect and except as would otherwise violate the terms of any financing agreement to which the Company is then a party, the tax withholding obligations arising in connection with this Award may be satisfied in nonforfeitable Shares subject to this Award based on the Fair Market Value of those Shares.

11. Governing Law . This Agreement will be construed in accordance with the laws of the State of Delaware, without regard to the application of the principles of conflicts of laws.

12. Amendment . Subject to the provisions of the Plan, this Agreement may only be amended by a writing signed by each of the parties hereto.

13. Execution . This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of which will be deemed an original, and all of which together shall be deemed to be one and the same instrument.

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IN WITNESS WHEREOF, the Company’s duly authorized representative and the Grantee have each executed this Restricted Stock Award Agreement on the respective date below indicated.

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Exhibit 10.4

DESTINATION MATERNITY CORPORATION

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “ Agreement ”) is made by and between Destination Maternity Corporation, a Delaware corporation, (the “ Company ”) and David Stern (the “ Grantee ”).

WHEREAS, in order to induce the Grantee to accept employment with the Company and to further align the Grantee’s financial interests with those of the Company’s other stockholders, the Board has approved this Award of Restricted Stock Units effective August 1, 2016 (the “ Effective Date ”).

NOW, THEREFORE, in consideration of these premises and the agreements set forth herein, the parties, intending to be legally bound hereby, agree as follows:

1. Award of Performance-Based Restricted Stock Units .

(a) Award . The Company hereby awards the Grantee 15,569 Restricted Stock Units (the “ Target Award ”), subject to adjustment as set forth in Section 5 of this Agreement and subject further to the restrictions and on the terms and conditions set forth in this Agreement (the “ Restricted Stock Units ”).

(b) Inducement Grant . The Company maintains the Amended and Restated Destination Maternity Corporation 2005 Equity Incentive Plan (the “ Plan ”), which provides the general terms and conditions for equity incentive awards to the Company’s employees, directors, consultants, and other individuals who provide services to the Company. This Award of Restricted Stock Units is not made pursuant to the Plan, but rather is intended to constitute a non-plan based “inducement grant,” as described in Nasdaq Listing Rule 5635(c)(4). Nonetheless, the terms and provisions of the Plan relating to Restricted Stock Units (including, without limitation, Sections 3(c) and 3(d) of the Plan) are hereby incorporated into this Agreement by reference, as though fully set forth herein, as if the Restricted Stock Units were awarded pursuant to the Plan. Except as otherwise provided herein, capitalized terms herein will have the same meaning as defined in the Plan.

(c) Performance Restricted Stock Units . The Restricted Stock Units are Performance Awards and will become vested if and to the extent the service and performance vesting conditions set forth in Section 2 are satisfied. To the extent so vested, each Restricted Stock Unit represents an unfunded, unsecured right of the Grantee to receive one Share at a specified time.

2. Vesting of Restricted Stock Units .

(a) Performance Criteria . If the Grantee is continuously employed by the Company and/or its Affiliates through the “Settlement Date” (as defined in Section 3), the Grantee will vest in such percentage of the Target Award based on the Company’s cumulative “Adjusted EBITDA” (as defined below) with respect to the Company’s 2016 fiscal year through and including the Company’s 2018 fiscal year (the “ Performance Period ”), as set forth in the following table:

The Committee will interpolate to determine the Restricted Stock Units vested for all levels of cumulative Adjusted EBITDA above the Threshold Level but below the Maximum Level. Notwithstanding the foregoing, if the Company’s Adjusted EBITDA for the 2018 fiscal year does not equal or exceed $22,800,000, all of Grantee’s Restricted Stock Units will be forfeited with no further compensation due to Grantee. Additionally, if cumulative Adjusted EBITDA is below the Threshold Level, all of Grantee’s Restricted Stock Units will be forfeited with no further compensation due to Grantee.

(b) Definition of Adjusted EBITDA . Adjusted EBITDA shall mean the Company’s earnings before interest, taxes, depreciation and amortization, as reflected in the Company’s financials, adjusted to exclude the impact of (a) loss on impairment of tangible or intangible assets; (b) gain or loss on disposal of assets; (c) gain or loss from the early extinguishment, redemption or repurchase of debt, and (d) stock-based compensation expense. “Adjusted EBITDA” will also be adjusted to exclude (i) the impact of any changes to accounting principles that become effective during the Performance Period, (ii) any expenses incurred by the Company in connection with the Company’s evaluation, pursuit or consummation of one or more strategic alternatives or transactions (which such expenses are considered to be incurred in connection with extraordinary, unusual or infrequently occurring events reported in the Company’s public filings), and (iii) any expenses incurred by the Company in connection with the relocation of its corporate headquarters and distribution center facilities (which such expenses are considered to be incurred in connection with extraordinary, unusual or infrequently occurring events reported in the Company’s public filings). Additionally, the Committee reserves the right, in its sole judgment, to utilize negative discretion to make equitable adjustments to Adjusted EBITDA with respect to extraordinary, unusual or infrequently occurring events and/or acquisitions or dispositions by the Company of any entity or line of business (or acquisitions or dispositions of all or substantially all of the assets of an entity or line of business) that occur during the Performance Period.

(c) Change in Control . If a Change in Control occurs during the Performance Period and the Grantee is continuously employed by the Company and/or its Affiliates through the date of that Change in Control, the Grantee will vest in the Restricted Stock Units at the Target Level and, and in full settlement of his or her rights hereunder, will receive a distribution of the Shares underlying such Restricted Stock Units immediately prior to but contingent upon such Change in Control. In addition, upon a Change in Control, the Committee reserves the right, on a case by case basis, to increase the vested Restricted Stock Units from the Target Level to the Maximum Level or to any other amount in between those levels. For avoidance of doubt, this paragraph will not limit the right of the Board to take other action with respect to the Restricted Stock Units under Section 3(d)(vi) of the Plan upon the occurrence of any Change in Control.

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(d) Certain Terminations of Service . If the Grantee’s employment with the Company and its Affiliates is terminated prior to distribution of Shares in respect of vested Restricted Stock Units (i) due to the Grantee’s death, (ii) due to the Grantee becoming Disabled, (iii) by the Company without “Cause” or (iv) by the Grantee for “Good Reason” (as such terms are defined in the employment agreement between the Company and the Grantee), then notwithstanding such termination of employment, the Grantee will vest in a number of the Restricted Stock Units equal to that number of Restricted Stock Units that would otherwise have vested in accordance with Section 2(a) above ( i.e. , based on the actual performance of the Company through the end of the Performance Period), pro-rated in a ratio equal to the full number of completed days of the Grantee’s employment with the Company or its Affiliates in the Performance Period over 1095. Any remaining Restricted Stock Units that do not then vest will be forfeited with no further compensation due to Grantee. If the Grantee’s employment with the Company and its Affiliates terminates or is terminated for any other reason prior to the Settlement Date, all of the Grantee’s the Restricted Stock Units will be forfeited immediately with no further compensation due to Grantee. The foregoing treatment upon the termination of the Grantee’s employment with the Company and its Affiliates during the Performance Period will supersede any contrary treatment in any presently existing employment agreement between the Company and the Grantee.

3. Settlement . Except as otherwise provided above in Section 2(c), the Committee will certify the performance results, and the resulting number of vested Restricted Stock Units, promptly following the end of the Performance Period. Shares will be distributed to the Grantee in respect of vested Restricted Stock Units within 2  ¹ ⁄ ₂ months following the end of the Performance Period (the “ Settlement Date ”).

4. Non-Transferability . Neither the Restricted Stock Units nor any right with respect thereto may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee other than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable.

5. Rights of Grantee During Restricted Period . The Grantee will not have any stockholder rights or privileges, including voting rights, with respect to the Shares underlying the Restricted Stock Units until such Shares are delivered to the Grantee. Notwithstanding the foregoing, if the Company declares and pays a cash dividend or distribution with respect to its Shares prior to the Settlement Date, the Restricted Stock Units then subject hereto will be increased by a number of additional Restricted Stock Units determined by dividing (A) the total dividend or distribution that would then be payable with respect to a number of Shares equal to the number of Restricted Stock Units subject hereto on the dividend or distribution record date (including any additional Restricted Stock Units previously credited pursuant to this paragraph), by (B) the Fair Market Value on the dividend or distribution record date. Additional Restricted Stock Units credited under this paragraph will be subject to the same terms and conditions (including the same performance vesting and settlement) as the Restricted Stock Units subject hereto immediately prior to such dividend or distribution.

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6. Securities Laws . The Board may from time to time impose any conditions on the Restricted Stock Units or the Shares underlying this Award as it deems necessary or advisable to ensure that the Shares are issued and resold in compliance with the Securities Act of 1933, as amended.

7. Tax Consequences . The Grantee acknowledges that the Company has not advised the Grantee regarding the Grantee’s income tax liability in connection with the grant, vesting or settlement of the Restricted Stock Units. The Grantee has had the opportunity to review with his or her own tax advisors the federal, state and local tax consequences of the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that the Grantee (and not the Company) shall be responsible for the Grantee’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

8. The Plan . Although this Award of Restricted Stock Units is not granted under the Plan, the terms of the Plan have been incorporated herein by reference. Accordingly, the Grantee agrees to be bound by all of the terms and conditions of the Plan, as such Plan may be amended from time to time in accordance with the terms thereof. These Restricted Stock Units will be administered by the Board or its designated Committee, who will have the same authority with respect to these Restricted Stock Units as described in Section 2 of the Plan. A copy of the Plan in its present form is available for inspection during business hours by the Grantee at the Company’s principal office. All questions regarding the interpretation of the terms of these Restricted Stock Units, including all questions regarding the application and interpretation of Plan provisions incorporated herein, will be determined by the Board or its designated Committee, whose determination will be final, binding and conclusive.

9. Entire Agreement . This Agreement, together with the Plan, represents the entire agreement between the parties hereto relating to the subject matter hereof, and merges and supersedes all prior and contemporaneous discussions, agreements and understandings of every nature.

10. No Right to Continued Employment . Neither the Plan nor this Agreement shall be construed as giving the Grantee the right to be retained in the employ of, or in any consulting relationship with, the Company or any of its Affiliates. Further, the Company (or, as applicable, its Affiliates) may at any time dismiss the Grantee, free from any liability or any claim under the Plan or this Agreement, except as otherwise expressly provided herein.

11. Electronic Delivery of Documents . The Grantee hereby authorizes the Company to deliver electronically any prospectuses or other documentation related to this Award, the Plan and any other compensation or benefit plan or arrangement in effect from time to time (including, without limitation, reports, proxy statements or other documents that are required to be delivered to participants in such plans or arrangements pursuant to federal or state laws, rules or regulations). For this purpose, electronic delivery will include, without limitation, delivery by means of e-mail or e-mail notification that such documentation is available on the Company’s Intranet site. Upon written request, the Company will provide to the Grantee a paper copy of any document also delivered to the Grantee electronically. The authorization described in this paragraph may be revoked by the Grantee at any time by written notice to the Company.

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12. Tax Withholding . To the extent permitted by the Plan as then in effect and except as would otherwise violate the terms of any financing agreement to which the Company is then a party, the tax withholding obligations arising in connection with this Award may be settled by withholding the delivery of Shares otherwise distributable hereunder in respect of vested Restricted Stock Units based on the Fair Market Value of those Shares.

13. Governing Law . This Agreement will be construed in accordance with the laws of the State of Delaware, without regard to the application of the principles of conflicts of laws.

14. Amendment . Subject to the provisions of the Plan, this Agreement may only be amended by a writing signed by each of the parties hereto.

15. Execution . This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of which will be deemed an original, and all of which together shall be deemed to be one and the same instrument.

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IN WITNESS WHEREOF, the Company’s duly authorized representative and the Grantee have each executed this Restricted Stock Unit Award Agreement on the respective date below indicated.

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