Destination Maternity Corp Sample Contracts

Destination Maternity Corp – NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE DESTINATION MATERNITY CORPORATION AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN (January 10th, 2019)

DESTINATION MATERNITY CORPORATION, a Delaware corporation (the “Company”), hereby grants to DAVID HELKEY (the “Optionee”) an option to purchase a total of [●] 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 Amended and Restated 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.

Destination Maternity Corp – EXECUTIVE EMPLOYMENT AGREEMENT (January 10th, 2019)

This Executive Employment Agreement (the “Agreement”) is made by and between Destination Maternity Corporation (the “Company”) and David Helkey (the “Executive”).

Destination Maternity Corp – RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME-BASED) UNDER THE DESTINATION MATERNITY CORPORATION AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN (January 10th, 2019)

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

Destination Maternity Corp – RESTRICTED STOCK UNIT AWARD AGREEMENT (PERFORMANCE BASED) UNDER THE AMENDED AND RESTATED DESTINATION MATERNITY CORPORATION 2005 EQUITY INCENTIVE PLAN (January 10th, 2019)

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

Destination Maternity Corp – DESTINATION MATERNITY ANNOUNCES TWO KEY EXECUTIVE APPOINTMENTS - CHIEF FINANCIAL OFFICER AND CHIEF TRANSFORMATION OFFICER – Dave J. Helkey Named CFO and COO; Brings Over 20 years of Financial and Operating Experience – – Announces Consultant Contract to Engage Doug Goeke as New Chief Transformation Officer – (January 10th, 2019)

MOORESTOWN, N.J. – (January 9, 2019) – Destination Maternity Corporation (NASDAQ:DEST), the world’s leading maternity apparel retailer, today announced the appointment of Dave J. Helkey to the position of Chief Financial Officer and Chief Operating Officer, reporting to CEO Marla Ryan, effective January 21, 2019. Mr. Helkey is a seasoned, strategic executive with over 20 years of financial and operating experience. In his new role, Mr. Helkey will oversee the Company’s finance, accounting, IT, real estate, inventory management, sourcing, human resources, legal and warehouse/logistic departments.

Destination Maternity Corp – RESTRICTED STOCK UNIT AWARD AGREEMENT (PERFORMANCE BASED) UNDER THE DESTINATION MATERNITY CORPORATION 2005 EQUITY INCENTIVE PLAN (November 1st, 2018)

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

Destination Maternity Corp – EXECUTIVE EMPLOYMENT AGREEMENT (November 1st, 2018)

This Executive Employment Agreement (the “Agreement”) is made by and between Destination Maternity Corporation (the “Company”) and Marla A. Ryan (the “Executive”).

Destination Maternity Corp – DESTINATION MATERNITY ENTERS INTO NEW EMPLOYMENT AGREEMENT WITH CEO (November 1st, 2018)

MOORESTOWN, N.J. – (November 1, 2018) – Destination Maternity Corporation (NASDAQ: DEST) (the “Company”) announced today that the Company and Chief Executive Officer Marla Ryan have entered into a new Employment Agreement dated November 1, 2018.

Destination Maternity Corp – NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE AMENDED AND RESTATED DESTINATION MATERNITY CORPORATION 2005 EQUITY INCENTIVE PLAN (November 1st, 2018)

DESTINATION MATERNITY CORPORATION, a Delaware corporation (the “Company”), hereby grants to MARLA A. RYAN (the “Optionee”) an option to purchase a total of [•] 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.

Destination Maternity Corp – RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME-BASED) UNDER THE DESTINATION MATERNITY CORPORATION 2005 EQUITY INCENTIVE PLAN (November 1st, 2018)

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

Destination Maternity Corp – Bank of America, N.A. (September 28th, 2018)

Destination Maternity Corporation, a Delaware corporation (“Company” or “you”) has advised Bank of America, N.A. (“Bank of America”) that the Borrowers (as defined in the Summary of Terms referred to below) are seeking a new senior secured asset-based credit facility in an aggregate principal amount of $76,000,000 comprised of (i) a first-in last-out asset-based term loan facility of $24,000,000 (the “FILO Term Loan Facility”) and (ii) a senior asset-based revolving credit facility of $52,000,000 (the “ABL Facility”, and together with the FILO Term Loan Facility, the “Senior Credit Facilities”). In connection with the foregoing, Bank of America is pleased to offer to be the sole administrative agent and collateral agent (in such capacities, the “Administrative Agent”) for the Senior Credit Facilities and is pleased to offer its commitment to lend the entire amount of the Senior Credit Facilities, upon and subject to the terms and conditions set forth in this letter and in the Summary o

Destination Maternity Corp – DESTINATION MATERNITY ANNOUNCES AGREEMENT WITH SECOND LARGEST SHAREHOLDER, NATHAN G. MILLER Agreement Will Allow the Company to Benefit from Mr. Miller’s Perspective as a Significant Investor as it Continues to Execute Strategic Turnaround (August 28th, 2018)

MOORESTOWN, N.J. – (August 27, 2018) – Destination Maternity Corporation (NASDAQ: DEST) (the “Company”) announced today that it entered into an agreement with its second largest shareholder, Nathan G. Miller. The agreement allows the Company to share information with Mr. Miller, from time to time and subject to customary confidentiality and trading restrictions, with the goal of benefiting all shareholders.

Destination Maternity Corp – AGREEMENT FOR MUTUAL RELEASE OF CLAIMS AND REIMBURSEMENT OF CERTAIN EXPENSES (August 28th, 2018)

This Agreement, dated August 27, 2018 (this “Agreement”), is by and among Nathan G. Miller (the “Shareholder”) and Destination Maternity Corporation (the “Company”).

Destination Maternity Corp – SEPARATION AND RELEASE AGREEMENT (August 14th, 2018)

THIS SEPARATION AND RELEASE AGREEMENT (this “Release”) is made by and between DAVID STERN (“Employee”) and DESTINATION MATERNITY CORPORATION (the “Company”).

Destination Maternity Corp – Re: Amendment to Employment Terms (July 30th, 2018)

Reference is hereby made to the Letter Agreement between you and Destination Maternity Corporation effective May 30, 2018 (the “Agreement”). This letter will confirm that, effective July 30, 2018, the date by which the Company and you intend to enter into a Definitive Agreement shall be changed to September 30, 2018, and all references in the Agreement to July 30, 2018 shall be changed to September 30, 2018.

Destination Maternity Corp – CERTIFICATE OF ELIMINATION OF SERIES B JUNIOR PARTICIPATING PREFERRED STOCK OF DESTINATION MATERNITY CORPORATION Dated as of July 25, 2018 (Pursuant to Section 151 of the Delaware General Corporation Law) (July 25th, 2018)

DESTINATION MATERNITY CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), hereby certifies as follows:

Destination Maternity Corp – SEPARATION AND RELEASE AGREEMENT (June 6th, 2018)

THIS SEPARATION AND RELEASE AGREEMENT (this “Release”) is made by and between RONALD J. MASCIANTONIO (“Employee”) and DESTINATION MATERNITY CORPORATION (the “Company”).

Destination Maternity Corp – May 30, 2018 (June 4th, 2018)

On behalf of Destination Maternity Corporation (the “Company”), I am pleased to confirm the Company’s employment of you (also referred to as the “Executive”) as the Chief Executive Officer of the Company. This letter agreement (“Agreement”) memorializes the terms and conditions agreed to and shall become effective May 30, 2018 (the “Effective Date”). The terms and conditions of your employment with the Company following the Effective Date shall be as follows:

Destination Maternity Corp – RELEASE AGREEMENT (June 4th, 2018)

THIS RELEASE AGREEMENT (this “Release”) is made by and between MELISSA PAYNER-GREGOR (“Employee”) and DESTINATION MATERNITY CORPORATION (the “Company”).

Destination Maternity Corp – AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (April 19th, 2018)

This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 1, 2018 (this “Amendment No. 3”), is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as agent (in such capacity, together with its successors and assigns, “Administrative Agent”) pursuant to the Credit Agreement (as defined below) for the Lenders (as defined below), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”) party hereto (who constitute Required Lenders), DESTINATION MATERNITY CORPORATION, a Delaware corporation (“Lead Borrower”), CAVE SPRINGS, INC., a Delaware corporation (“Cave” and, together with Lead Borrower, each a “Borrower” and collectively, “Borrowers”), MOTHERS WORK CANADA, INC., a Delaware corporation (“Mothers Work”), DM URBAN RENEWAL, LLC, a New Jersey limited liability company (“DM Urban” and, together with Mothers Work, each a “Guarantor” and collectively, “Gua

Destination Maternity Corp – Destination Maternity Fourth Quarter Fiscal 2017 Results Conference Call (April 19th, 2018)

This call will include certain forward-looking statements within the meanings of the federal securities laws. These statements relate to expectations, beliefs, projections, trends, and other matters that are not historical facts, and are subject to risks and uncertainties that might affect future events or results. Descriptions of these risks are set forth in the Company’s SEC filings.

Destination Maternity Corp – RESIGNATION LETTER (April 12th, 2018)
Destination Maternity Corp – INDEMNIFICATION AGREEMENT (April 3rd, 2018)

This Indemnification Agreement (this “Agreement”), dated as of April 2, 2018, is made by and between Destination Maternity Corporation, a Delaware corporation (the “Corporation”), and Melissa Payner-Gregor (the “Indemnitee”).

Destination Maternity Corp – Destination Maternity Corporation (April 3rd, 2018)

This letter (this “Agreement”) constitutes the agreement between Destination Maternity Corporation, a Delaware corporation (the “Company”), Orchestra-Prémaman S.A., a société anonyme organized under the laws of France (“Orchestra”), and Yeled Invest S.A., a société anonyme organized under the laws of Luxembourg (“Yeled” and together with Orchestra, the “Investors”). The Company, Orchestra and Yeled are each referred to herein from time to time as a “Party” and are collectively referred to herein as the “Parties.”

Destination Maternity Corp – Contract (April 3rd, 2018)

MOORESTOWN, N.J., April 3, 2018 — Destination Maternity Corporation (NASDAQ: DEST), the world’s leading maternity apparel retailer, today announced that Pierre-André Mestre, Chairman of the Board of Directors of French children’s clothing retailer Orchestra-Prémaman, and Jean-Claude Jacomin, an accomplished international C-Suite executive, have been elected to and seated on the Company’s Board of Directors. With these additions, Destination’s Board will expand to six members. Messrs. Mestre and Jacomin will be included in the Company’s slate of six nominees for election to the Board at the 2018 Annual Meeting of Stockholders.

Destination Maternity Corp – TERM LOAN CREDIT AGREEMENT among DESTINATION MATERNITY CORPORATION, as the Lead Borrower For The Borrowers Named Herein, The Guarantors Named Herein, PATHLIGHT CAPITAL LLC as Administrative Agent, and The Other Lenders Party Hereto Dated as of February 1, 2018 (February 6th, 2018)

This TERM LOAN CREDIT AGREEMENT (“Agreement”) is entered into as of February 1, 2018, among DESTINATION MATERNITY CORPORATION, a Delaware corporation (“Lead Borrower”), CAVE SPRINGS, INC., a Delaware corporation (“Cave”, and together with Lead Borrower, each a “Borrower” and collectively, “Borrowers”), MOTHERS WORK CANADA, INC., a Delaware corporation (“Mothers Work”), DM URBAN RENEWAL, LLC, a New Jersey limited liability company (“DM Urban”, and together with Mother Works, each a “Guarantor” and collectively, “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), PATHLIGHT CAPITAL LLC, as Administrative Agent (“Administrative Agent”).

Destination Maternity Corp – AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (February 6th, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 25, 2016, among DESTINATION MATERNITY CORPORATION, a Delaware corporation (the “Lead Borrower”), CAVE SPRINGS, INC., a Delaware corporation (“Cave”, and together with Lead Borrower, each a “Borrower” and collectively, the “Borrowers”), the Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swing Line Lender and L/C Issuer.

Destination Maternity Corp – Destination Maternity Strengthens Balance Sheet - Secures 5-year $25 million term loan to repay existing term loan - - Extends Wells Fargo revolving credit agreement - (February 6th, 2018)

Moorestown, N.J., February 1, 2018 - Destination Maternity (NASDAQ: DEST) announced today that it has taken significant steps to strengthen its balance sheet and enhance its financial capacity and flexibility. The Company has entered into a new five-year $25 million senior secured term loan facility with Pathlight Capital LLC and Wells Fargo Bank, N.A. The new $25 million term loan will bear interest at LIBOR + 9.0% per annum. Proceeds will be used to repay the Company’s existing term loan due March 2021. In addition, the Company and Wells Fargo have agreed to extend the Company’s current revolving credit facility to be coterminous with the new term loan, as well as other modifications which will give the Company increased borrowing flexibility moving forward. The Company has initially drawn $22.5 million of the term loan and has a Company option, subject to certain conditions, to draw an additional $2.5 million. Once the term loan is fully drawn, the Company expects these arrangements

Destination Maternity Corp – INTERCREDITOR AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Agent, and PATHLIGHT CAPITAL LLC, as Term Agent, and acknowledged by DESTINATION MATERNITY CORPORATION CAVE SPRINGS, INC. MOTHERS WORK CANADA, INC. DM URBAN RENEWAL, LLC dated as of February 1, 2018 (February 6th, 2018)

THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of February 1, 2018 among (a) WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent and collateral agent (together with its successors and assigns in such capacity, the “ABL Agent”) for (i) the financial institutions party from time to time to the ABL Credit Agreement referred to below (such financial institutions, together with their respective successors, assigns and transferees, the “ABL Lenders”), (ii) the L/C Issuers referred to in the ABL Credit Agreement, and (iii) any ABL Bank Product Affiliates and ABL Cash Management Affiliates (each as defined below) (such ABL Bank Product Affiliates and ABL Cash Management Affiliates, together with the ABL Agent (and any co-agent or sub-agent appointed thereby), the ABL Lenders and the L/C Issuers, the “ABL Credit Parties”), and (b) PATHLIGHT CAP

Destination Maternity Corp – RETIREMENT AND RELEASE AGREEMENT (January 8th, 2018)

THIS RETIREMENT AND RELEASE AGREEMENT (this “Release”) is made by and between ALLEN WEINSTEIN (“Employee”) and DESTINATION MATERNITY CORPORATION (the “Company”).

Destination Maternity Corp – RETENTION AGREEMENT (December 7th, 2017)

THIS RETENTION AGREEMENT (this “Agreement”) is made on the 19th day of October, 2017 (the “Effective Date”) by and between DESTINATION MATERNITY CORPORATION, a Delaware corporation (the “Company”), and DAVID STERN (“Employee”).

Destination Maternity Corp – CONFIDENTIAL TRANSITION AGREEMENT (December 7th, 2017)

THIS CONFIDENTIAL TRANSITION AGREEMENT (this “Agreement”) is made as of November 10, 2017 (the “Effective Date”) by and between DESTINATION MATERNITY CORPORATION (the “Company”) and DAVID L. COURTRIGHT (“Employee”).

Destination Maternity Corp – RETENTION AGREEMENT (December 7th, 2017)

THIS RETENTION AGREEMENT (this “Agreement”) is made on the 19th day of October, 2017 (the “Effective Date”) by and between DESTINATION MATERNITY CORPORATION, a Delaware corporation (the “Company”), and RONALD J. MASCIANTONIO (“Employee”).

Destination Maternity Corp – DESTINATION MATERNITY CORPORATION AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN (October 23rd, 2017)
Destination Maternity Corp – SEPARATION AND RELEASE AGREEMENT (September 8th, 2017)

THIS SEPARATION AND RELEASE AGREEMENT (this “Release”) is made by and between ANTHONY M. ROMANO (“Employee”) and DESTINATION MATERNITY CORPORATION (the “Company”).