Destination Maternity Corporation Non-Employee Director Compensation Policy (Effective January 24, 2014)

Summary

This policy outlines the compensation for non-employee directors of Destination Maternity Corporation. Non-employee directors receive a quarterly cash retainer, annual grants of restricted stock, and additional retainers for committee roles. The Non-Executive Chairman receives extra compensation and stock grants. Directors are also reimbursed for reasonable travel expenses related to board or committee meetings. The vesting of stock grants may accelerate in the event of death, disability, or a change in control of the company. Employee directors do not receive additional compensation for board service.

EX-10.2 3 d666304dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

Non-Employee Director Compensation Policy

(Effective 1/24/14)

Compensation for Non-Employee Directors

Directors of Destination Maternity Corporation (the “Company”) who are also our employees receive no additional compensation for serving as a director or as a member of any Committee of the Board of Directors. Our current arrangements for non-employee directors are as follows:

(a)

The Company pays each non-employee director a retainer of $12,500 per quarter. Non-employee directors are not compensated for participation in meetings.

(b)

Upon conclusion of the annual meeting of stockholders each year, the Company grants each non-employee director 4,000 shares of restricted stock pursuant to the Company’s 2005 Equity Incentive Plan that will vest on the earlier of: (1) one year from the date of grant or (2) one day before the Company’s next Annual Meeting of Stockholders, subject to acceleration in the event of the non-employee director’s death or disability or upon a change in control of the Company.

(c)

The Chair of each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee, and each non-employee director who is a member of a Committee (including the Chair) is paid a quarterly retainer at the rates reflected in the below table:


Committee / Position	Quarterly Retainer
Audit Committee
Chair	$	3,750
Member	$	1,875

Compensation Committee
Chair	$	3,750
Member	$	1,250

Nominating and Corporate Governance Committee
Chair	$	2,500
Member	$	1,250

(d)

Board members are also reimbursed for their reasonable travel expenses incurred to attend meetings of our Board of Directors or Committees of the Board of Directors on which they serve.

Also, our Non-Executive Chairman is entitled to the following additional compensation:

(a)

an additional retainer of $6,250 per quarter; and

(b)

an additional 2,000 shares of restricted stock granted upon election or reelection of the Non-Executive Chairman to that position by the Board following the annual meeting of stockholders each year, that will vest on the earlier of: (1) one year from the date of grant or (2) one day before the Company’s next Annual Meeting of Stockholders, subject to acceleration in the event of the Non-Executive Chairman’s death or disability or upon a change of control of the Company.