Letter Agreement Regarding Board Service Cessation Between Destination Maternity Corporation and Dan W. Matthias
This agreement is between Destination Maternity Corporation and Dan W. Matthias. It confirms that Mr. Matthias will not seek re-election to the company's Board of Directors at the 2010 Annual Meeting. In return, the company will treat his departure as if he had sought re-election but was not re-elected, as specified in their prior Transition Agreement. All other terms of the Transition Agreement remain unchanged.
Exhibit 10.1
November 6, 2009
Via Hand Delivery
Mr. Dan W. Matthias
Re: Effect of Cessation of Board Service Under Transition Agreement
Dear Dan:
Reference is hereby made to that certain Transition Agreement between you and the Company dated September 26, 2008 (the "Transition Agreement"). This letter will confirm your agreement not to seek re-election as a member of the Board of Directors of the Company ("Board") at the Company's 2010 Annual Meeting of Stockholders. In consideration for such agreement, the Company agrees for purposes of Section 2.1 of the Transition Agreement to treat you as though you had sought re-election to the Board, but nonetheless not been re-elected. In all other respects, the Transition Agreement continues without change. To confirm your agreement with the foregoing, please execute and date this letter in the space provided below and return the executed original to me.
Sincerely,
DESTINATION MATERNITY CORPORATION
By: /s/ Edward M. Krell
Edward M. Krell
Chief Executive Officer
Agreed on this 6th day of November, 2009:
/s/ Dan W. Matthias
Dan W. Matthias
