Exhibit 10.72


 


SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT


 


This
Second Amendment to Employment Agreement (the “Amendment”) is made by and
between Charles K.
Crovitz (“Executive”) and The Children’s Place Retail Stores, Inc.,
a Delaware corporation (“Employer”).  All
terms used but not defined herein shall have the meaning ascribed to them in
the Agreement (as defined below).


 


WHEREAS,
Employer and Executive are parties to an Employment Agreement, dated as of September 26,
2007, and amended as of December 31, 2008 (the “Agreement”);


 


WHEREAS,
absent further action by the parties the Employment Period was scheduled to end
on February 2, 2009;


 


WHEREAS,
the parties have decided to extend the Employment Period; and


 


WHEREAS,
the parties desire to memorialize the terms and conditions of Executive’s
employment that will apply during the extended Employment Period in this
Amendment


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained, the parties agree as follows:


 


1.             Section 2.01
of the Agreement is hereby amended to read as follows:


 


The term of
Executive’s employment under this Agreement (the “Employment Period”) commenced
on September 26, 2007 (the “Commencement Date”) and shall continue until
the earlier of (i) August 31, 2009 (which date may be extended until November 30,
2009, by written notice to Executive on or before July 31, 2009, of action
taken by the Compensation Committee of the Employer’s Board of Directors (
hereafter from time to time, the “Board” or “Board of Directors”), and (ii) such
other time as a permanent Chief Executive Officer of the Employer (the “New CEO”)
has been appointed by the Board of Directors and commenced employment with the
Employer (“Full Employment Term”), unless sooner terminated in accordance with
the provisions of Section 5.


 


2.             Section 4.04.a.
of the Agreement is hereby amended by deleting the last sentence thereof and
replacing such deleted sentence with the following:


 

















 


Executive shall receive
on February 5, 2009, (i) an additional grant of 41,551 Restricted
Shares (such number of Restricted Shares having an aggregate Fair Market Value
equal to $750,000 on February 2, 2009), subject to the terms of the
Restricted Stock Award Agreement attached hereto as Annex B, and (ii) an
additional grant of 13,850 Restricted Shares (such number of Restricted Shares
having an aggregate Fair Market Value equal to $250,000 on February 2,
2009), subject to the terms of the Restricted Stock Award Agreement attached
hereto as Annex C.  The Employer shall
cooperate with Executive in connection with any “Change in Control” (as such
term is defined in the 2005 Equity Plan), so that he has the opportunity, with
respect to all shares covered by the grants set forth in this Section 4.04.a.,
to take whatever actions are necessary on a timely basis to receive the same
consideration as other stockholders receive with respect to their shares in the
Change in Control transaction.


 


3.             Section 4.07.b.
of the Agreement is hereby amended to provide that from June 1, 2009,
through the remainder of the Employment Period and the Consulting Period, the
Employer shall reimburse Executive for round-trip airfare for two to Executive’s
permanent residence located in Massachusetts, on one occasion during each
calendar week.


 


4.             Section 5.03.(ii) of
the Agreement is hereby deleted in its entirety and replaced with the following
provision:


 


The diminution, without
Executive’s written consent, of Executive’s position, title, authority, duties
or responsibilities as indicated in the Employment Agreement, or the formal or
tacit appointment of any other person, whether or not an employee of the
Employer, without Executive’s written consent, to perform or share any material
part of such duties, or to exercise any of such responsibilities, including
without limitation, the failure of Executive to hold exclusively such titles or
positions, or to have any part of such authorities, duties and responsibilities
as are set forth in Sections 3.01 and 3.02 hereof; provided, however, that
another executive may be authorized by the Board to carry out such duties and
responsibilities if Executive by reason of temporary disability is unable to
perform such duties or responsibilities.


 


5.             Section 6.01
of the Agreement is hereby deleted in its entirety and replaced with the
following provision:


 


2

















 


Compensation Upon
Termination Without Cause, for Good Reason, or upon Expiration of the
Employment Period.  In
addition to Executive’s rights under Sections 6.04, 6.05 and 6.06, if (A) Executive’s
employment hereunder is terminated by the Employer pursuant to Section 5.01
without Cause, (B) Executive terminates his employment with Employer
pursuant to Section 5.03 for Good Reason, or (C) Executive’s employment
is terminated in connection with, upon or following the expiration of the
Employment Period, Executive shall be entitled to (i) the continuation of
his Base Salary, payable in accordance with the Employer’s normal payroll
practices for executives, for the remainder of the Employment Period, if any, (ii) payment
of any Performance Bonus that has been earned but not yet paid for a completed
fiscal year of the Employer ended prior to the date of termination, and (iii) payment
of a Performance Bonus for the fiscal year of the Employer in which Executive’s
termination date occurs in an amount equal to a pro-rated part of his target
bonus of $1 million for the year of termination, such pro-ration to be based on
the number of days from the beginning of such fiscal year until Executive’s
date of termination, over 365 days. 
Payment shall be made with respect to such each such Performance Bonus
on the date such Performance Bonus would otherwise have been payable to
Executive under Employer’s Annual Management Incentive Bonus Plan, as if
Executive’s employment had continued through such date, but in no event later
than two and one half  months after the
end of the fiscal year of the Employer to which such bonus relates.  Payment to Executive of the compensation
provided by this Section 6.01 is subject to execution by Executive of a
general release in the form attached hereto as Exhibit B.  Notwithstanding any provision set forth in
this Section 6.01 to the contrary, (x) if Executive becomes entitled
to continuation of his Base Salary as provided herein, the commencement of such
payments shall occur immediately following the effective date of the release of
claims referred to above; and (y) Executive shall execute such release of
claims within 21 days following his termination of employment (or such longer
period if and to the extent required under applicable law).


 


3

















 


6.             Paragraph
B.(1) of Exhibit A to the Agreement is hereby amended to replace the
reference in the first sentence thereof to the Employer’s 2008 fiscal year with
references to each of the Employer’s 2008 and 2009 fiscal years.


 


7.             This
Amendment may be executed, including execution by facsimile, in counterparts,
each of which shall be deemed to be an original, but all of which together
shall constitute one and the same agreement.


 


Except
as otherwise specifically set forth herein, all terms and provisions of the
Agreement shall continue in full force and effect.


 


IN
WITNESS WHEREOF, the parties have executed this Second Amendment to Employment
Agreement on this day of February, 2009, to be effective as of February 2,
2009.


 


	
   

  	
  THE
  CHILDREN’S PLACE RETAIL STORES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Susan J. Riley

  
	
   

  	
   

  	
  Susan
  J. Riley

  
	
   

  	
   

  	
  Executive
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Charles
  K. Crovitz

  
	
   

  	
  Charles
  K. Crovitz

  



 


4

















 


Annex B


 


RESTRICTED STOCK AWARD AGREEMENT


 


5





















 


RESTRICTED STOCK AWARD AGREEMENT


 


THE CHILDREN’S PLACE RETAIL STORES, INC.


 


This
Restricted Stock Award Agreement (the “Agreement”), is entered into on
this         day of February 2009
(the “Award Date”) between The Children’s Place Retail Stores, Inc.,
a Delaware corporation (the “Company”) and Charles Crovitz (the “Awardee”).


 


WHEREAS,
the Company desires to provide Awardee an incentive to participate in the
success and growth of the Company through the opportunity to earn a proprietary
interest in the Company; and


 


WHEREAS,
to give effect to the foregoing intentions, the Company desires to grant
Awardee an award of Restricted Shares of the Company’s common stock, par value
$0.10 per share (the “Common Stock”) pursuant to the Amended and Restated
2005 Equity Incentive Plan of The Children’s Place Retail Stores, Inc.
(the “Plan”);


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for good and valuable consideration, the parties hereto agree as follows:


 


1.             Award.  The Company hereby awards Awardee a right to
receive 41,551 shares of Common Stock pursuant to this Restricted Stock Award,
subject to the terms and conditions set forth herein.  Performance of service for the Company prior
to vesting of the Restricted Shares hereunder shall serve as consideration for
the issuance of the Restricted Shares, and no purchase price need be paid.  Subject to the provisions of Section 2
and Section 3 hereof, upon the issuance to Awardee of Restricted Shares
hereunder on the Award Date, Awardee shall have all the rights of a shareholder
of Common Stock with respect to such shares, including the right to vote the
shares and receive all dividends and other distributions paid or made with
respect thereto; provided, however, that such dividends and other distributions
shall be retained by the Company for Awardee’s account and for delivery to
Awardee, together with the stock certificate or certificates representing such
Restricted Shares, as and when said restrictions and conditions shall have been
satisfied, expired or lapsed.  Capitalized
terms used but not otherwise defined in this Agreement shall have the meanings
as set forth in the Plan.


 


2.             Restrictions
on Sale or Other Transfer.  Each
share of stock awarded to Awardee pursuant to this Agreement shall be subject
to acquisition by the Company and may not be sold or otherwise transferred
except pursuant to the following provisions:


 


(a)           The
shares shall be held in book entry form with the Company’s transfer agent until
the restrictions set forth herein lapse in accordance with the provisions of Section 3
or until the shares are forfeited pursuant to paragraph (c) of this Section 2.  A stock certificate or certificates
representing the Restricted Shares shall be issued to the Awardee and
registered in Awardee’s name promptly following the execution of this 


 


6

















 


Agreement but shall be retained by the Company for
Awardee’s account, and shall be delivered to Awardee upon vesting of the
Restricted Shares in accordance with Section 3.


 


(b)           No
Restricted Shares may be sold, transferred or otherwise alienated or
hypothecated until such shares have become vested and the earliest sale date
provided under Section 3(c) hereof has occurred.


 


(c)           Upon
the later of (i) Awardee’s termination of employment with the Company and
its subsidiaries and (ii) termination of his service as a member of the
Company’s Board of Directors for any reason other than those which result in a
lapse of restrictions pursuant to Section 3, then any such shares as to
which the restrictions have not yet lapsed pursuant to Section 3 shall be
forfeited by Awardee and acquired by the Company at no cost to the Company on
the date of such termination, and Awardee shall forthwith surrender and deliver
to the Company any legended certificates evidencing such shares.


 


3.               Vesting
and Lapse of Restrictions.


 


(a)           The
restrictions set forth in Section 2 hereof shall lapse (and the shares
covered by such restrictions shall thereupon become vested and free of such
restrictions) as to one thirty-sixth (1/36th) of the Restricted Shares covered by
this Agreement upon the last day of each calendar month, commencing with February 2009,
during which Awardee was either (i) employed by the Company for at least
15 days or (ii) unless Awardee’s employment has been terminated by the
Company for Cause (as defined in the employment agreement entered between
Awardee and the Company (the “Employment Agreement”)), providing
post-employment service as a director of the Company.


 


(b)           Notwithstanding
the forgoing, unless such shares have previously been forfeited pursuant to Section 2(c) hereof,
the restrictions set forth in Section 2 hereof shall lapse as to all
unvested Restricted Shares covered by this Agreement (and the shares covered by
such restrictions shall thereupon become vested and free of such restrictions)
upon the first to occur of (i) Awardee’s retirement from the Company and
all Subsidiaries on or after his 65th birthday; (ii) the Disability or death of
Awardee; (iii) a Change in Control while Awardee is in the employ or
service of the Company; (iv) if Awardee is not nominated for election as a
member of the Company’s Board of Directors, or if nominated, is not elected, or
(v) the occurrence of such special circumstance or event as in the opinion
of the Committee merits special consideration.


 


(c)           Notwithstanding
any provision contained herein to the contrary, no Restricted Shares which have
become vested pursuant to this Agreement may be sold until the earliest to
occur of (i) January 31, 2010, (ii) one year after Awardee’s
termination of employment for any reason, and (iii) the date on which all
Restricted Shares covered by this Agreement have become fully vested for any
reason.


 


4.             Adjustment
of Shares.  Notwithstanding anything
contained herein to the contrary, in the event of any change in Common Stock
resulting from a corporate 


 


7

















 


transaction including, but not limited to, a
subdivision or consolidation, reorganization, recapitalization, merger, share
split, reverse share split, share distribution, combination of shares or the
payment of a share dividend, the Restricted Shares shall be treated in the same
manner in any such transaction as other Common Stock.


 


5.             Government
Regulations.  Notwithstanding
anything contained herein to the contrary, the Company’s obligation to issue or
deliver certificates evidencing the Restricted Shares shall be subject to the
terms of all applicable laws, rules and regulations and to such approvals
by any governmental agencies or national securities exchanges as may be
required; provided that the Company shall use commercially reasonable best
efforts to ensure that the terms of all applicable laws, rules and
regulations and approvals by any governmental agencies or national securities
exchanges as may be required are timely satisfied or obtained, as applicable.


 


6.             Withholding
Taxes.  The Company shall withhold
from amounts payable to Awardee, as compensation or otherwise, an amount
sufficient to satisfy all federal, state and local withholding tax requirements
with respect to the issuance or vesting of the Restricted Shares; provided such
amount shall be satisfied by withholding the number of shares equal to the
taxes required to be withheld, divided by the Fair Market Value of the Company’s
Common Stock on the vesting date.


 


7.             Awardee
Representations.  Awardee has
reviewed with his own tax advisors the federal, state, local and foreign tax
consequences of the transactions contemplated by this Agreement.  Awardee is relying solely on such advisors,
and not on any statements or representations of the Company or any of its
agents, if any, made to Awardee.  Awardee
understands that Awardee (and not the Company) shall be responsible for Awardee’s
own liability arising as a result of the transactions contemplated by this
Agreement.


 


8.             Employment.  Neither this Agreement nor any action taken
hereunder shall be construed as giving Awardee any right of continuing
employment by the Company.


 


9.             Notices.  Notices or communications to be made
hereunder shall be in writing any shall be delivered in person, by registered
mail, by confirmed facsimile or by a reputable overnight courier service to the
Company at its principal office or to Awardee at his address contained in the
records of the Company.


 


10.           Governing
Law.  This Agreement shall be
construed under the laws of the State of Delaware, without regard to conflicts
of laws principles.


 


11.           Entire
Agreement.  This Agreement
constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof, and supersedes all prior agreements and understandings
relating to the subject matter of this Agreement.  Notwithstanding the foregoing, this Agreement
and the Award made hereby 


 


8

















 


shall be subject to the terms of the Plan.  In the event of a conflict between this
Agreement and the terms of the Plan, the Plan shall control.


 


12.           Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of the Company and Awardee and their
respective permitted successors, assigns, heirs, beneficiaries and
representatives.  This Agreement is
personal to Awardee and may not be assigned by Awardee without the prior
consent of the Company.  Any attempted
assignment in violation of this Section shall be null and void.


 


13.           Amendment.  This Agreement may be amended or modified
only by a written instrument executed by both the Company and Awardee.


 


14.           Entire
Agreement.  This Agreement contains
the entire agreement and understanding between the parties hereto with respect
to the subject matter hereof and supersedes any prior agreements or
understandings between the parties hereto, whether written or oral, with
respect to the subject matter hereto.  To
the extent that there is any conflict between the terms and provisions of this
Agreement and any other agreement between Awardee and the Company, the terms
and provisions of this Agreement will control.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement or caused
their duly authorized officer to execute this Agreement as of the date first
written above.


 


	
   

  	
  THE
  CHILDREN’S PLACE RETAIL STORES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Susan
  J. Riley

  
	
   

  	
   

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Charles
  K. Crovitz

  



 


9














 


Annex C


 


RESTRICTED STOCK AWARD AGREEMENT


 


10





















 


RESTRICTED STOCK AWARD AGREEMENT


 


THE CHILDREN’S PLACE RETAIL STORES, INC.


 


This
Restricted Stock Award Agreement (the “Agreement”), is entered into on
this          day of February, 2009
(the “Award Date”), is entered into between The Children’s Place Retail
Stores, Inc., a Delaware corporation (the “Company”), and Charles Crovitz
(the “Awardee”).


 


WHEREAS,
the Company desires to provide Awardee an incentive to participate in the
success and growth of the Company through the opportunity to earn a proprietary
interest in the Company; and


 


WHEREAS,
to give effect to the foregoing intentions, the Company desires to grant
Awardee an award of Restricted Shares of the Company’s common stock, par value
$0.10 per share (the “Common Stock”) pursuant to the Amended and Restated
2005 Equity Incentive Plan of The Children’s Place Retail Stores, Inc.
(the “Plan”);


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for good and valuable consideration, the parties hereto agree as follows:


 


1.             Award.  The Company hereby awards
Awardee a right to receive 13, 850 shares of Common Stock pursuant to this
Restricted Stock Award, subject to the terms and conditions set forth
herein.  Performance of service for the
Company prior to vesting of the Restricted Shares hereunder shall serve as
consideration for the issuance of the Restricted Shares, and no purchase price
need be paid.  Subject to the provisions
of Section 2 and Section 3 hereof, upon the issuance to Awardee of
Restricted Shares hereunder on the Award Date, Awardee shall have all the
rights of a shareholder of Common Stock with respect to such shares, including
the right to vote the shares and receive all dividends and other distributions
paid or made with respect thereto; provided, however, that such dividends and
other distributions shall be retained by the Company for Awardee’s account and
for delivery to Awardee, together with the stock certificate or certificates
representing such Restricted Shares, as and when said restrictions and
conditions shall have been satisfied, expired or lapsed.  Capitalized terms used but not otherwise
defined in this Agreement shall have the meanings as set forth in the Plan.


 


2.             Restrictions on Sale or Other Transfer.  Each share of stock awarded to Awardee
pursuant to this Agreement shall be subject to acquisition by the Company and
each share may not be sold or otherwise transferred except pursuant to the following
provisions:


 


(a)           The
shares shall be held in book entry form with the Company’s transfer agent until
the restrictions set forth herein lapse in accordance with the provisions of Section 3
or until the shares are forfeited pursuant to paragraph (c) of this Section 2.  A stock certificate or certificates
representing the Restricted Shares shall be issued to the Awardee and
registered in Awardee’s name promptly following the execution of this 


 


11





















 


Agreement but shall be retained by the Company for
Awardee’s account, and shall be delivered to Awardee upon vesting of the
Restricted Shares in accordance with Section 3.


 


(b)           No
Restricted Shares may be sold, transferred or otherwise alienated or
hypothecated so long as such shares are subject to the restriction provided for
in this Section 2 and the earliest sale date provided under Section 3(c) has
occurred..


 


(c)           If (i) the
Employment Period under the employment agreement entered between Awardee and
the Company, as amended (the “Employment Agreement”), is not extended beyond August 31,
2009, as contemplated by Section 2.01 thereof, and as of August 31,
2009, the shares covered by this Agreement have not yet become vested pursuant
to the provisions of Section 3(b) hereof, or if, upon the later of (A) Awardee’s
termination of employment with the Company and its subsidiaries and (B) his
termination of service as a member of the Company’s Board of Directors for any
reason other than those which result in a lapse of restrictions pursuant to Section 3,
then any such shares as to which the restrictions have not yet lapsed pursuant
to Section 3, shall be forfeited by Awardee and acquired by the Company at
no cost to the Company on the date of such termination or non-extension, as
applicable, and Awardee shall forthwith surrender and deliver to the Company
any legended certificates evidencing such shares.


 


3.             Vesting and Lapse of Restrictions.


 


(a)           Unless such shares have previously
been forfeited by operation of Section 2(c) hereof, the restrictions
set forth in Section 2 hereof shall lapse (and the shares covered by such
restrictions shall thereupon become vested and free of such restrictions) (i) as
to seven thirty-sixths (7/36th) of the Restricted Shares immediately as of September 1,
2009, and (ii) as to one thirty-sixth (1/36th) of the Restricted Shares upon the last
day of each calendar month, commencing with September 2009, during which
Awardee was either (i) employed by the Company for at least 15 days or (ii) unless
Awardee’s employment has been terminated by the Company for Cause (as defined
in the Employment Agreement), providing post-employment service as a director
of the Company.


 


(b)           Notwithstanding the forgoing, unless
such shares have previously been forfeited pursuant to Section 2(c) hereof,
the restrictions set forth in Section 2 hereof shall lapse as to all
unvested Restricted Shares covered by this Agreement (and the shares covered by
such restrictions shall thereupon become vested and free of such restrictions)
upon the first to occur of (i) Awardee’s retirement from the Company and
all Subsidiaries on or after his 65th birthday; (ii) the Disability or death of
Awardee; (iii) a Change in Control while Awardee is in the employ or
service of the Company; (iv) if Awardee is not nominated for election as a
member of the Company’s Board of Directors, or if nominated, is not elected, or
(v) the occurrence of such special circumstance or event as in the opinion
of the Committee merits special consideration.


 


(c)           Notwithstanding any provision
contained herein to the contrary, no Restricted Shares which have become vested
pursuant to this Agreement may be sold 


 


12





















 


until the earliest to occur of (i) January 31,
2010, (ii) one year after Awardee’s termination of employment for any
reason, and (iii) the date on which all Restricted Shares covered by this
Agreement have become fully vested for any reason.


 


4.             Adjustment of Shares.  Notwithstanding anything contained herein to
the contrary, in the event of any change in Common Stock resulting from a
corporate transaction including, but not limited to, a subdivision or
consolidation, reorganization, recapitalization, merger, share split, reverse
share split, share distribution, combination of shares or the payment of a
share dividend, the Restricted Shares shall be treated in the same manner in
any such transaction as other Common Stock.


 


5.             Government Regulations.  Notwithstanding anything contained herein to
the contrary, the Company’s obligation to issue or deliver certificates
evidencing the Restricted Shares shall be subject to the terms of all
applicable laws, rules and regulations and to such approvals by any
governmental agencies or national securities exchanges as may be required;
provided that the Company shall use commercially reasonable best efforts to
ensure that the terms of all applicable laws, rules and regulations and
approvals by any governmental agencies or national securities exchanges as may
be required are timely satisfied or obtained, as applicable.


 


6.             Withholding Taxes.  The Company shall withhold from amounts
payable to Awardee, as compensation or otherwise, an amount sufficient to
satisfy all federal, state and local withholding tax requirements with respect
to the issuance or vesting of the Restricted Shares; provided such amount shall
be satisfied by withholding the number of shares equal to the taxes required to
be withheld, divided by the Fair Market Value of the Company’s Common Stock on
the vesting date.


 


7.             Awardee Representations.  Awardee has reviewed with his own tax
advisors the federal, state, local and foreign tax consequences of the
transactions contemplated by this Agreement. 
Awardee is relying solely on such advisors, and not on any statements or
representations of the Company or any of its agents, if any, made to
Awardee.  Awardee understands that
Awardee (and not the Company) shall be responsible for Awardee’s own liability
arising as a result of the transactions contemplated by this Agreement.


 


8.             Employment.  Neither this Agreement nor any action taken
hereunder shall be construed as giving Awardee any right of continuing
employment by the Company.


 


9.             Notices.  Notices or communications to be made
hereunder shall be in writing any shall be delivered in person, by registered
mail, by confirmed facsimile or by a reputable overnight courier service to the
Company at its principal office or to Awardee at his address contained in the
records of the Company.


 


10.           Governing
Law.  This Agreement
shall be construed under the laws of the State of Delaware, without regard to
conflicts of laws principles.


 


13





















 


11.           Entire
Agreement.  This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings relating to the subject matter of this Agreement.  Notwithstanding the foregoing, this Agreement
and the Award made hereby shall be subject to the terms of the Plan.  In the event of a conflict between this
Agreement and the terms of the Plan, the Plan shall control.


 


12.           Binding
Effect.  This Agreement
shall be binding upon and inure to the benefit of the Company and Awardee and
their respective permitted successors, assigns, heirs, beneficiaries and
representatives.  This Agreement is
personal to Awardee and may not be assigned by Awardee without the prior
consent of the Company.  Any attempted
assignment in violation of this Section shall be null and void.


 


13.           Amendment.  This Agreement may be amended or modified
only by a written instrument executed by both the Company and Awardee.


 


14.           Entire
Agreement.  This
Agreement contains the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and supersedes any prior
agreements or understandings between the parties hereto, whether written or
oral, with respect to the subject matter hereto.  To the extent that there is any conflict
between the terms and provisions of this Agreement and any other agreement
between Awardee and the Company, the terms and provisions of this Agreement
will control.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement or caused
their duly authorized officer to execute this Agreement as of the date first
written above.


 


	
   

  	
  THE
  CHILDREN’S PLACE RETAIL STORES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  CHILDREN’S PLACE RETAIL STORES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Susan
  J. Riley

  
	
   

  	
   

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Charles
  K. Crovitz

  
				



 


14