9.	EQUITY AWARD PLANS

In each of December 2013, November 2012 and December 2011, the Compensation Committee of the Company’s Board of Directors established performance goals for the award of performance-based RSUs for four executive officers, under the Amended and Restated Destination Maternity Corporation 2005 Equity Incentive Plan. The RSUs earned, if any, under the December 2013 awards (the “2013 Awards”) will be based on the Company’s cumulative operating income, as defined in the applicable award agreement (“RSU operating income”), from fiscal 2014 through fiscal 2016. The RSUs earned, if any, under the November 2012 awards (the “2012 Awards”) will be based on the Company’s cumulative RSU operating income from fiscal 2013 through fiscal 2015. The RSUs earned, if any, under the December 2011 awards (the “2011 Awards”) will be based on the Company’s cumulative RSU operating income from fiscal 2012 through fiscal 2014. The grant of any RSUs under these awards will generally be further contingent on the continued employment of the executive officers with the Company through the dates on which the shares in respect of these RSUs, if any, are issued following the end of the applicable performance periods, as well as the achievement of certain minimum levels of RSU operating income in the final fiscal year of each applicable performance period. Any dividends declared on the shares of the Company’s common stock underlying the RSUs will be credited as additional RSUs based on the fair market value of the Company’s common stock on the dividend record date. The additional RSUs, if any, will be earned on the same terms as the original RSUs. For the 2013 Awards, the executive officers will earn a cumulative total of 15,113 RSUs, excluding RSUs from dividends declared, if the Company’s cumulative RSU operating income for fiscal 2014 through fiscal 2016 equals or exceeds a threshold of $124,110,000, and will ratably earn up to a maximum cumulative total of 45,337 RSUs, excluding RSUs from dividends declared, if the Company’s RSU operating income during such performance period equals or exceeds $149,728,000. For the 2012 Awards, the executive officers will earn a cumulative total of 18,541 RSUs, excluding RSUs from dividends declared, if the Company’s cumulative RSU operating income for fiscal 2013 through fiscal 2015 equals or exceeds a threshold of $109,582,000, and will ratably earn up to a maximum cumulative total of 55,621 RSUs, excluding RSUs from dividends declared, if the Company’s RSU operating income during such performance period equals or exceeds $132,201,000. For the 2011 Awards, the executive officers will earn a cumulative total of 19,531 RSUs, excluding RSUs from dividends declared, if the Company’s cumulative RSU operating income for fiscal 2012 through fiscal 2014 equals or exceeds a threshold of $120,000,000, and will ratably earn up to a maximum cumulative total of 58,590 RSUs, excluding RSUs from dividends declared, if the Company’s RSU operating income during such performance period equals or exceeds $132,000,000.

9.	EQUITY AWARD PLANS (Continued)

During the first quarter of fiscal 2014, options to purchase 146,899 shares of common stock with an aggregate exercise price of $1,617,000 were exercised by the option holders and net-share settled by the Company, such that the Company withheld 51,188 shares of the Company’s common stock, which had a fair market value equal to the aggregate exercise price of the stock options. During the first quarter of fiscal 2013 options to purchase 85,949 shares of common stock with an aggregate exercise price of $618,000 were exercised by the option holders and net-share settled by the Company, such that the Company withheld 30,996 shares of the Company’s common stock, which had a fair market value equal to the aggregate exercise price of the stock options.

During the first quarter of fiscal 2014 and 2013 certain stock option exercises and vesting restricted stock awards were net-share settled by the Company such that the Company withheld shares of the Company’s common stock, which had a fair market value equivalent to the minimum statutory obligation for the applicable income and employment taxes for the awards, and the Company remitted the cash value to the appropriate taxing authorities. The total shares withheld, which were 52,130 and 26,624 shares, respectively, during the first quarter of fiscal 2014 and 2013, are reflected as repurchase of common stock in the accompanying financial statements, and were based on the value of the Company’s common stock on the exercise or vesting date. The remaining shares, net of those withheld, were delivered to the award holders. Total payments for tax obligations to the tax authorities were $1,657,000 and $532,000 for the first quarter of fiscal 2014 and 2013, respectively.