Unassociated Document


     

    
      Exhibit
10.1

      


      AGREEMENT
AND GENERAL RELEASE

      


      This Agreement and General Release (the
“Agreement”) is made this 24th day of November 2009 between Richard Flaks (the
“Employee”) and The Children’s Place Services Company, LLC and its parents and
direct and indirect subsidiaries and affiliated corporations (collectively, the
“Employer” or the “Company”).

      


      
        
          	
                  1. 

                	
                  Termination of
      Employment.  The parties agree that the Employee’s
      employment with the Company shall terminate effective August 4, 2009
      (“Separation Date”).

                


        

      

       

      
        
          	
                  2.

                	
                  Separation
      Payment.  (a) In consideration of entering into this
      Agreement, the Employer shall pay to the Employee the sum of Four Hundred
      Ninety-Nine Thousand One Hundred Dollars ($499,100.00), less any legally
      required payroll deductions, which amount shall be paid in twenty-six (26)
      equal bi-weekly installments commencing the first pay period following
      full execution of the Agreement.  The bi-weekly installments
      shall be in an amount equal to Employee’s bi-weekly base salary as of the
      Separation Date; provided that the last installment shall be made no later
      than April 15, 2010 and shall include any remaining
      payments.  For purposes of 409A of the Code, each installment
      shall be deemed a separate
payment.

                


        

      

       

      
        
          	
                   

                	
                  (b)
      In addition the payment set forth above in Section 2(a), the parties
      acknowledge that the Employee shall receive all wages and payments for
      accrued but unused paid time off, less any legally required payroll
      deductions, in Employee’s final
paycheck.

                


        

      

       

      
        	
                 

              	
                (c)  The
      Company also agrees to pay to Employee an additional sum of One Hundred
      One Thousand Five Hundred Dollars ($101,500), less any legally required
      payroll deductions, within fourteen (14) days of full execution of this
      Agreement

              


      

      


      
        	
                3.  

              	
                Other
      Benefits.  (a) As of the Separation Date, Employee shall
      no longer be entitled to any of the employment benefits previously
      received by or offered to the Employee in the course of his employment
      with Employer, except that in the event Employee elects to continue
      medical, dental, and vision benefits required to be made available to
      Employee in accordance with the Consolidated Omnibus Budget Reconciliation
      Act (“COBRA”) (subject to any applicable requirements for continuation of
      coverage as set forth by COBRA), the Employer agrees to waive the
      applicable premium cost that Employee would otherwise be required to pay
      for such continued group health coverage for a period of twelve (12)
      months or until the date Employee commences full-time employment with
      another company that offers the opportunity to obtain comparable health
      benefits, whichever date is sooner.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                4.  

              	
                Acknowledgments
      Regarding Payments and Benefits.  The Employer represents
      and warrants, and the Employee acknowledges, that the consideration paid
      to the Employee under this Agreement exceeds, supersedes, and extinguishes
      the amount, if any, the Employee may be entitled under any offer letter or
      employment agreement, verbal or written, as well as any employment or
      personnel policies, procedures or handbooks, including but not limited to,
      severance plans, policies or precedent utilized by the Employer or any
      other legal obligation which the Employer may have to the
      Employee.  Employee further acknowledges that in the absence of
      this Agreement, Employee would not be entitled to, among other things, the
      payments and benefits provided by this Agreement.  Employee also
      acknowledges that any monetary or other benefits which, prior to the
      execution of this Agreement, Employee may have earned or accrued or to
      which Employee may have been entitled to be paid prior to the execution of
      this Agreement, have been paid, or addressed in this Agreement, or such
      payments or benefits have been released, waived or settled by Employee
      pursuant to this Agreement.  The Employee agrees that the
      Employee is not entitled to and will not seek any further consideration,
      including, but not limited to, any wages, vacation pay, sick pay,
      disability pay, bonus, compensation, payment or benefit from the Released
      Parties (as defined in Paragraph 12) other than that to which the Employee
      is entitled pursuant to this Agreement. The Employee further agrees that
      he shall retain any vested awards or rights pursuant to  (i) the
      Amended and Restated Performance Stock Award Agreement (2008 Long-Term
      Incentive Program), effective as of December 10, 2007; (ii)
       Amendment to the Amended and Restated Performance Stock Award
      Agreement (2008 Long-Term Incentive Program), effective as of March 6,
      2008; (iii) Amended and Restated Deferred Stock Award Agreement -
      Executives (2008 Long Term Incentive Program), effective as of December
      10, 2007, but shall not accrue any additional awards or rights pursuant to
      any of the foregoing agreements as of the Separation Date.  The
      Employee further agrees that he shall retain no rights pursuant to the
      Amended and Restated Change in Control Severance Agreement effective as of
      January 24, 2008.

              


      

       

      
        	
                5.  

              	
                Return of Company
      Property.  The Employee agrees, prior to or on the
      Separation Date, to return to the Company all laptops, cellular
      telephones, blackberries, keys, locks, credit cards, documents, records,
      materials, and other information of any type whatsoever that is the
      property of the Company.  Employee further agrees that Employee
      shall not retain and shall immediately return any copies, images, or
      reproductions of correspondence, memoranda, reports, financial
      information, notebooks, drawings, photographs, or other documents relating
      in any way to the affairs of the Company or its
  vendors.

              


      

       

      
        	
                6.  

              	
                Consultation with
      Counsel and Voluntariness of Agreement.  (a) The Employee
      acknowledges that the Employer has advised the Employee in writing to
      consult with an attorney prior to executing this Agreement. The Employee
      further acknowledges that, to the extent desired, the Employee has
      consulted with the Employee’s own attorney in reviewing this Agreement,
      that the Employee has carefully read and fully understands all the
      provisions of this Agreement, and that the Employee is voluntarily
      entering into this Agreement.

              


      

       

      
        	
                 

              	
                (b)
      The Employee further acknowledges that the Employee has had a period of at
      least twenty-one (21) days in which to consider the terms of this
      Agreement.

              


      

       

      
        	
                 

              	
                (c)
      The Employee acknowledges that the Employee has been informed in writing
      that the Employee has seven (7) calendar days following the execution of
      this Agreement to revoke it, and that such revocation must be in writing,
      hand delivered or sent via overnight mail and actually received by the
      Employer within such period.  It is specifically understood that
      this Agreement shall not be effective or enforceable, and the payments and
      benefits set forth in this Agreement shall not be paid until no sooner
      than the seven-day revocation period has
  expired.

              


      

       

      
        
          
          

        

        
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                7.  

              	
                Confidentiality of
      Agreement.  The Employee agrees not to disclose the
      existence of this Agreement or the terms and conditions of this Agreement
      to any person or entity, except: (a) to comply with this Agreement; (b) to
      the Employee’s legal, certified financial or tax advisors, spouse, and to
      the Internal Revenue Service or any similar state or local taxation
      authority; or (c) as otherwise required by law.  The Employee
      agrees that the Employee will not publicly or privately disparage the
      Company or any of the Company’s products, services, affiliates, or current
      or former officers, directors, trustees, employees, agents,
      administrators, representatives or
fiduciaries.

              


      

       

      
        	
                8.  

              	
                Confidential and
      Proprietary Information; Work Product.  (a) The Employee
      acknowledges that the Employee may possess certain confidential
      information, property or trade secrets of the Company (“Confidential
      Information”) which would damage the Company if disclosed or used by the
      Employee.  Accordingly, the Employee acknowledges a continuing
      duty of confidentiality to the Company and agrees that the Employee will
      not use or disclose Confidential Information to any person or entity or
      use the Confidential Information in any way.  Confidential
      information shall include, but shall not be limited to, the following: (i)
      documentation or data contained in any files or any other records the
      Company may maintain; (ii) statements regarding any matters made by any
      employees, officers, agents, representatives or attorneys of the Company
      at any meeting attended by the Employee or which the Employee may have
      heard or obtained knowledge of which may result in any detriment to the
      Company; (iii) actions taken or contemplated by the Company with respect
      to any of its operations, assets or employees; (iv) policies, practices,
      programs or plans contemplated, initiated or effectuated by the Company;
      and (v) any other information, records or data of a private nature to the
      Company.  Confidential Information shall not include information
      which is then in the public domain (so long as the Employee did not,
      directly or indirectly, cause or permit such information to enter the
      public domain).  Notwithstanding the foregoing, nothing
      contained in this Paragraph 8 shall prevent Employee from disclosing
      Confidential Information if compelled to do so by legal process; provided,
      that Employee immediately notifies Employer if disclosure of Confidential
      Information is required by court order or other legal process to allow
      Employer sufficient time to obtain a protective order or otherwise obtain
      the fullest protection permitted by applicable law.  In
      addition, notwithstanding the foregoing, nothing contained in this
      Paragraph 8 shall serve as a restraint or limitation upon the Employee
      from exercising the Employee’s general knowledge and expertise in the
      Employee’s field or from earning a livelihood in said
    field.

              


      

       

      
        
          
          

        

        
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                (b)
      Employee agrees that all copyrights, patents, trade secrets or other
      intellectual property rights associated with any ideas, concepts,
      techniques, inventions, processes, or works of authorship developed or
      created by him during his employment by the Company and for a period of
      one (1) year thereafter, that (i) relate, whether directly or indirectly,
      to the Company’s actual or anticipated business, research or development
      or (ii) are suggested by or as a result of any work performed by Employee
      on the Company’s behalf, shall, to the extent possible, be considered
      works made for hire within the meaning of the Copyright Act (17 U.S.C. §
      101 et. seq.) (the “Work Product”).  All Work Product shall be
      and remain the property of the Company.  To the extent that any
      such Work Product may not, under applicable law, be considered works made
      for hire, Employee hereby grants, transfers, assigns, conveys and
      relinquishes, and agrees to grant, transfer, assign, convey and relinquish
      from time to time, on an exclusive basis, all of his right, title and
      interest in and to the Work Product to the Company in perpetuity or for
      the longest period otherwise permitted by law.  Consistent with
      his recognition of the Company’s absolute ownership of all Work Product,
      Employee agrees that he shall (i) not use any Work Product for the benefit
      of any party other than the Company and (ii) perform such acts and execute
      such documents and instruments as the Company may now or hereafter deem
      reasonably necessary or desirable to evidence the transfer of absolute
      ownership of all Work Product to the Company; provided, however, if
      following ten (10) days’ written notice from the Company, Employee
      refuses, or is unable, due to disability, incapacity, or death, to execute
      such documents relating to the Work Product, he hereby appoints any of the
      Company’s officers as his attorney-in-fact to execute such documents on
      his behalf.  This agency is coupled with an interest and is
      irrevocable without the Company’s prior written
  consent.

              


      

       

      
        	
                9.  

              	
                Non-Competition,
      Non-Solicitation, and No Interference With Business Operations.
      (a)   The Employee agrees that, for a period of one (1)
      year following the Separation Date (the “Restricted Period”), the Employee
      will not without the express prior written consent of the Company,
      anywhere, either directly or indirectly, whether alone or as an owner,
      shareholder, partner, member, joint venturer, officer, director,
      consultant, independent contractor, agent, employee or otherwise of any
      company or other business enterprise, assist in, engage in or otherwise be
      connected to or benefit from any business competitive with that of the
      Company.  A "business competitive with that of the Company" is
      one that (i) designs, manufactures, contracts to manufacture or sells, or
      intends to design, manufacture, contract to manufacture or sell,
      children's apparel, shoes or accessories and other children's-oriented
      merchandise, or (ii) engages in or provides or intends to engage in or
      provide any products, services or other business which is of the same
      nature as a product, service or other business of the Company or a
      product, service or other business which the Company is developing and of
      which Employee has knowledge.  Notwithstanding the foregoing,
      nothing herein shall be deemed to prohibit Employee’s ownership of less
      than 1% of the outstanding shares of any publicly traded corporation that
      conducts a business competitive with that of the Company or prohibit
      Employee for working for a company engaged in a “business competitive with
      that of the Company” provided that Employee does not render services or
      assistance to any division, subsidiary, affiliate or other area of said
      competitor that is engaged in any of the businesses or activities set
      forth in (i) or (ii) in this Paragraph
  9(a).  

              


      

       

      
        
          
          

        

        
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                (b)  Employee
      further agrees that, during the Restricted Period, he will not, without
      the express prior written consent of the Company, directly or indirectly:
      (i) contact, communicate, solicit, transact business with or perform
      services for (or assist any third party in contacting, communicating,
      soliciting, transacting business with or performing any services for) any
      person or entity that is or was (at any time within 6 months prior to the
      contact, communication, solicitation, transaction of business, or
      performance of services), a vendor of the Company in connection with or
      otherwise related to services or products provided by the vendor to any
      business competitive with that of the Company; (ii) solicit, recruit,
      hire, engage, or refer (or assist any third party in soliciting,
      recruiting, hiring, engaging or referring) any person or entity who or
      which either is, or during the twelve (12) months immediately preceding
      the Separation Date was, an employee, agent, consultant or independent
      contractor of the Company; or (iii) interfere with, disrupt or attempt to
      interfere with or disrupt the relationship, contractual or otherwise,
      between the Company and any of its vendors, lessors, independent
      contractors, agents or
employees.  

              


      

       

      
        	
                 

              	
                (c)   Employee
      acknowledges and agrees that the restrictions on the activities in which
      he  may engage that are set forth in Paragraphs 9(a) and (b) of
      this Agreement and the location and period of time for which such
      restrictions apply are reasonable and necessary to protect the Company's
      legitimate business interests.  Employee understands that the
      Company's business is global and, accordingly, the restrictions cannot be
      limited to any particular geographic area except as otherwise provided
      herein.  Employee further acknowledges that the restrictions
      contained in this Agreement will not prevent him or her from earning a
      livelihood.

              


      

       

      
        	
                10.  

              	
                Injunctive
      Relief.  Employee acknowledges that a breach or
      threatened breach of any of the terms set forth in Paragraphs 7, 8, or 9
      of this Agreement shall result in an immediate irreparable and continuing
      harm to the Employer for which there shall be no adequate remedy of
      law.  The Employer shall, without posting a bond, be entitled to
      obtain injunctive and other equitable relief, in addition to any other
      remedies available to the Employer in connection with Paragraphs 7, 8, 9
      of this Agreement.

              


      

       

      
        	
                11.  

              	
                Confirmation of
      Employment.  The Employee shall refer all inquiries
      concerning Employee’s employment to the payroll department and Employer’s
      payroll department shall, if called upon, confirm the Employee’s dates of
      employment and position with the
Employer.

              


      

       

      
        	
                12.  

              	
                Release.  In
      exchange for the consideration set forth above, the Employee, on behalf of
      the Employee and the Employee’s agents, assignees, attorneys, heirs,
      executors and administrators, voluntarily and knowingly releases the
      Employer, as well as the Employer’s successors, predecessors, assigns,
      parents, subsidiaries, divisions, affiliates, officers, directors,
      shareholders, employees, agents and representatives, in both their
      individual and representative capacities (collectively, the “Released
      Parties”), from any and all claims, causes of action, suits, grievances,
      debts, sums of money, agreements, promises, damages, back and front pay,
      costs, expenses, and attorneys’ fees by reason of any matter, cause, act
      or omission arising out of or in connection with the Employee’s employment
      with the Employer or separation therefrom, including but not limited to
      any claims based upon common law, or any federal, state or local
      employment statutes or civil rights laws.  Included in this
      release, without limiting its scope, are claims arising under Title VII of
      the Civil Rights Act of 1964, as amended; the Age Discrimination in
      Employment Act; the Older Workers Benefit Protection Act; the Americans
      with Disabilities Act; the Family and Medical Leave Act; the Employee
      Retirement Income Security Act of 1974; the New Jersey Conscientious
      Employee Protection Act; the New Jersey Law Against Discrimination; the
      New Jersey Family Leave Act; the New Jersey Wage Payment Act; the
      Sarbanes-Oxley Act of 2002; and any other laws prohibiting discrimination,
      retaliation, wrongful termination, failure to pay wages, breach of
      contract, defamation, invasion of privacy, whistleblowing or infliction of
      emotional distress, or any other matter.  This release shall
      apply to all known, unknown, unsuspected and unanticipated claims, liens,
      injuries and damages that have accrued to the Employee as of the date of
      this Agreement.

              


      

       

      
        
          
          

        

        
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                (b)
      This release does not waive rights or claims that may arise after this
      release is executed, including any right or claim to enforce the terms of
      this Agreement, and does not waive any rights or claims hereunder or which
      cannot be waived as a matter of law.  This Agreement does not
      affect the Employee’s right to file a charge with the EEOC or to
      participate in any investigation conducted by the EEOC, but the Employee
      acknowledges that the Employee is not entitled to any other monies other
      than those payments described in this
Agreement.

              


      

       

      
        	
                13.  

              	
                Removal from Company
      Positions and Indemnification.  The Employee agrees that
      as of the Separation Date, the Employee shall resign from all positions
      held on behalf of the Company including but not limited to officer,
      director, agent, representative, trustee, administrator, fiduciary and
      signatory.  In addition, with respect to all acts or omissions
      of Employee which occurred prior to the Separation Date, the Company
      agrees to continue to indemnify the Employee to the same extent that the
      Employee was indemnified prior to the Separation Date and that the
      Employee shall retain the benefit of all directors and officers liability
      insurance and coverage maintained by the Company with respect to claims
      made during the period provided by the Company’s current policy and to the
      extent provided by any future policy from time to time maintained by the
      Company with respect to other former executives of the Company, in each
      case on the terms and conditions of such
policy.

              


      

       

      
        	
                14.  

              	
                Cooperation.  Employee
      shall furnish such information as may be in his possession to, and
      cooperate with, the Company as may reasonably be requested by the Company
      in the orderly transfer of his responsibilities to other Company employees
      or in connection with any litigation or other proceeding in which the
      Company is or may be involved or a party, and, upon prior approval of the
      Company and to the extent separate counsel is necessary to represent the
      interests of Employee in respect to such litigation or proceeding, the
      Company agrees to indemnify Employee for the reasonable fees and costs
      incurred by Employee in fulfilling his obligations under this Paragraph
      14.

              


      

       

      
        
          
          

        

        
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                15.  

              	
                Violation of
      Terms.  Should the Employee violate any provision of this
      Agreement, then, in addition to all other damages or legal remedies
      available to the Employer (including without limitation injunctive
      relief), the Employee immediately shall return to the Employer all monies
      paid to the Employee pursuant to this Agreement.  Should the
      Employer violate any provision of this Agreement, then the Employee shall
      have all remedies and civil actions available to remedy Employee’s
      damages.  The parties agree that, should either party seek to
      enforce the terms of this Agreement through litigation, then the
      prevailing party, in addition to all other legal remedies, shall be
      reimbursed by the other party for all reasonable attorneys’ fees in
      relation to such litigation.  However, in accordance with
      applicable laws, if the Employee violates this Agreement by commencing an
      action under the Age Discrimination in Employment Act, then the
      requirements set forth in this Paragraph 15 shall not
    apply.

              


      

       

      
        	
                16.  

              	
                No
      Admission.  Nothing contained in this Agreement nor the
      fact that the parties have signed this Agreement shall be construed as an
      admission by either party.

              


      

       

      
        	
                17.  

              	
                Waiver of
      Reinstatement.  By entering into this Agreement, the
      Employee acknowledges that the Employee waives any claim to reinstatement
      and/or future employment with the Employer.  The Employee
      further acknowledges that the Employee is not and shall not be entitled to
      any payments, benefits or other obligations from the Released Parties
      whatsoever (except as expressly set forth in this
    Agreement).

              


      

       

      
        	
                18.  

              	
                Delay in Payments
      Required by Section 409A of the Code.  Notwithstanding
      any provisions herein to the contrary, if all or any portion of the
      Payments due under Paragraph 2 hereof are reasonably determined to be
      “nonqualified deferred compensation” subject to Section 409A of the Code
      and the Company determines that the Employee is a “specified employee” (as
      defined in Section 409A(a)(2)(B)(i) of the Code and the other guidance
      promulgated thereunder), then such Payments shall commence on the first
      regular payroll date on or immediately following the first day of the
      seventh month following the Employee’s “separation from service”, as
      defined in Treasury Regulation Section 1.409A-1(h), including the default
      presumptions and the first of such Payments shall include all amounts
      otherwise payable prior to the first payment date but for the application
      of this Paragraph 18.

              


      

       

      
        	
                19.  

              	
                Section 409A of the
      Code.  The Employee hereby acknowledges and agrees with
      the Company that the interpretation of Section 409A of the Code and its
      application to the terms of this Agreement is uncertain and may be subject
      to change as additional guidance and interpretations become
      available.  Anything to the contrary herein notwithstanding, all
      benefits or payments provided by the Company to the Employee that would be
      deemed to constitute “nonqualified deferred compensation” within the
      meaning of Section 409A of the Code are intended to comply with
      Section 409A of the Code.  If, however, any such benefit or
      payment is deemed to not comply with Section 409A of the Code, the
      Employee and the Company agree to renegotiate in good faith any such
      benefit or payment (including, without limitation, as to the timing of any
      Payment payable hereof), if possible, so that either (i) Section 409A
      of the Code will not apply or (ii) compliance with Section 409A of
      the Code will be achieved.  The Company shall consult with the
      Employee in good faith regarding the implementation of the provisions of
      this Paragraph 19; provided, that
      neither the Company nor any of its employees or representatives shall have
      any liability to the Employee with respect to Section 409A of the
      Code.

              


      

       

      
        
          
          

        

        
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                20.  

              	
                Miscellaneous.
      This Agreement contains the entire understanding between the parties. This
      Agreement supersedes any and all previous agreements and plans, whether
      written or oral, between the Employee and the Employer.  There
      are no other representations, agreements or understandings, oral or
      written, between the parties relating to the subject matter of this
      Agreement.  No amendment to or modification of this Agreement
      shall be valid unless made in writing and executed by the parties hereto
      subsequent to the date of this Agreement.  This Agreement may be
      executed in counterparts, and all counterparts so executed shall
      constitute one agreement, binding upon the parties hereto.  This
      Agreement shall be binding upon and inure to the benefit of the parties,
      as well as their administrators, representatives, agents, executors,
      successors and assigns.

              


      

       

      
        	
                21.  

              	
                Choice of Law and
      Jurisdiction. This Agreement shall be governed by and construed in
      accordance with the laws of the State of New Jersey applicable to
      contracts made and performed in such state and without regard to the
      conflicts or choice of law provisions thereof that would give rise to the
      application of the domestic substantive law of any other
      jurisdiction.  Except in the event the Company seeks to enforce
      its rights under Paragraph 7, 8, 9 or 10 of this Agreement, the parties
      agree to mediate any dispute arising under this Agreement.  In
      the event of any such dispute subject to mediation, the parties, within
      thirty (30) days of a written request for mediation shall attend a
      mediation to be conducted in New Jersey in order to make a good faith
      reasonable effort to resolve such dispute.  The parties shall
      attempt, in good faith, to agree to a mediator.  If the parties
      are unable to agree to a mediator, the parties shall submit the matter to
      the American Arbitration Association to appoint a mediator and conduct the
      mediation in New Jersey.  If this good faith mediation effort
      fails to resolve the dispute arising under this Agreement or in the event
      the Company seeks to enforce its rights under Paragraphs 7, 8, 9, or 10 of
      this Agreement, then either party may commence a legal suit, action or
      proceeding to resolve such dispute, provided that such legal suit, action
      or proceeding arising out of or relating to this Agreement shall be
      instituted in a New Jersey federal or state court.  Employee and
      Employer agree to waive any objection which either may now or hereafter
      have to the laying of venue of any such suit, action or proceeding and
      Employee and Employer irrevocably submit to the jurisdiction of any such
      court in any suit, action or
proceeding.

              


      

       

      
        	
                22.  

              	
                Severability.  If
      any term, provision or part of this Agreement shall be determined to be in
      conflict with any applicable federal, state or other governmental law or
      regulation, or otherwise shall be invalid or unlawful, such term,
      provision or part shall continue in effect to the extent permitted by such
      law or regulation.  Such invalidity, unenforceability or
      unlawfulness shall not affect or impair any other terms, provisions and
      parts of this Agreement not in conflict, invalid or unlawful, and such
      terms, provisions and parts shall continue in full force and effect and
      remain binding upon the parties
hereto.

              


      

       

      
        
          
          

        

        
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      THE
EMPLOYEE STATES THAT THE EMPLOYEE HAS CAREFULLY READ THIS AGREEMENT PRIOR TO
SIGNING IT, THAT THE AGREEMENT HAS BEEN FULLY EXPLAINED TO THE EMPLOYEE PRIOR TO
SIGNING IT, THAT THE EMPLOYEE HAS HAD THE OPPORTUNITY TO HAVE IT REVIEWED BY AN
ATTORNEY AND THAT THE EMPLOYEE UNDERSTANDS THE AGREEMENT’S FINAL AND BINDING
EFFECT PRIOR TO SIGNING IT, AND THAT THE EMPLOYEE IS SIGNING THE RELEASE
VOLUNTARILY WITH THE FULL INTENTION OF COMPROMISING, SETTLING, AND RELEASING THE
COMPANY AS STATED IN THIS AGREEMENT.

      


      
        	
                The
      Children’s Place Services Company, LLC

              	 
      	
                Richard
      Flaks

              
	 	 	 
	 	 	 
	 	 	 
	
                By: /s/
      Charles K. Crovitz                                                               

              	 
      	
                /s/ Richard
      Flaks                                                                

              
	 	 	            (signature) 
	 	 	 
	
                Dated:  November 24,
      2009

              	 
      	
                Dated:
      November 20,
      2009

              


      

       

       

      
        
          
          

        

        
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