Exhibit 10.71


 


AMENDMENT TO EMPLOYMENT AGREEMENT


 


This Amendment to Employment
Agreement (the “Amendment”), dated as of the 31st day of December, 2008, is
made by and between The Children’s Place Retail Stores, Inc. (the
“Corporation”) and Charles K. Crovitz (the “Executive”).


 


WITNESSETH
THAT:


 


WHEREAS, the Corporation and
the Executive are parties to an Employment Agreement, dated as of September 26,
2007 (the “Agreement”);


 


WHEREAS, the Corporation and
the Executive desire to amend the Agreement to comply with the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended.


 


NOW THEREFORE, for and in
consideration of the foregoing, the Corporation and the Executive hereby agree
as follows:


 


1.             Section 6.01 of the Agreement is hereby
amended to provide the following at the end thereof.


 


“Notwithstanding any
provision set forth in this Section 6.01 to the contrary: (i) 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; (ii) if
Executive becomes entitled to a payment in respect of the Performance Bonus as
provided herein, such payment shall be made within 75 days following the end of
the applicable performance year under the Annual Management Incentive Bonus
Plan, and in no event later than the time that would cause such payment to be
subject to an “additional tax” under Section 409A of the Code; and (iii) if
Executive is required to execute a general release of claims as provided herein
and as set forth in Exhibit B of this Agreement, 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).”


 


2.             Section 6.02 of the Agreement is hereby
amended and restated to read, in its entirety, as follows:


 


“Compensation Upon Termination By Reason of Death or
Disability or For Cause. In addition to Executive’s rights under
subsections 6.04, 6.05, and 6.06, if Executive’s employment hereunder is
terminated by reason of Executive’s death or Disability, Executive (or his
legal representative, his estate, heirs or distributes) shall be entitled to
receive (i) any amount of Base Salary theretofore earned but not yet paid,
as well as any earned but unpaid Performance Bonus with respect to any fiscal
year of the Company that has ended prior to the date of termination, which amounts shall be paid within 10
days of Executive’s termination of employment hereunder, and (ii) a pro
rata portion of the Performance Bonus earned through the date of termination
for the fiscal year in which termination occurs.  The pro rata Performance Bonus will be calculated
in the same manner, and paid at
the same time, as calculated under subsection 6.01. Payment to Executive of the
compensation provided by clause (ii) of this subsection is subject to
execution by Executive (or his legal representative, estate, heirs or
distributes) of a


 

















 


general release in the form
attached hereto as Exhibit B, which
shall be executed within 21 days following his termination of employment
hereunder (or such longer period if and to the extent required under applicable
law).”


 


3.             Section 7.06 of the Agreement is hereby
amended to provide the following at the end thereof.


 


“This Agreement is intended
to comply with Section 409A of the Code and the regulations thereunder
such that no payment made, or benefit provided, to Executive hereunder shall be
subject to an “additional tax” within the meaning of Section 409A of the
Code.  Notwithstanding anything contained
herein to the contrary, Executive shall not be considered to have terminated
employment from Employer unless he would be considered to have incurred a
“separation from service” from Employer within the meaning of Treasury
Regulation §1.409A-1(h).  For purposes of
Section 409A, each payment made under this Agreement shall be treated as a
separate payment. In no event may Executive, directly or indirectly, designate
the calendar year of any payment hereunder. 
All reimbursements provided under this Agreement shall be made or
provided in accordance with the requirements of Section 409A of the Code,
including, where applicable, the requirement that (i) any reimbursement is
for expenses incurred during Executive’s lifetime (or during a shorter period
of time specified in this Agreement), (ii) the amount of expenses eligible
for reimbursement during a calendar year may not affect the expenses eligible
for reimbursement in any other calendar year, (iii) the reimbursement of
an eligible expense will be made on or before the last day of the calendar year
following the year in which the expense is incurred, and (iv) the right to
reimbursement is not subject to liquidation or exchange for another benefit.”


 


4.             This Amendment may be executed in
counterparts, each of which shall constitute an original, but both of which
together shall constitute one and same instrument.  This Amendment shall be governed by, and
construed and interpreted in accordance with, the laws of the State of
Delaware, without giving effect to its principles of conflicts of laws.  Except as specifically amended hereby, the
Agreement, remains otherwise unmodified and in full force and effect, and is
hereby ratified by the Corporation and the Executive.


 


IN WITNESS WHEREOF, the
parties have signed this Amendment to Employment Agreement as of the day and
year set forth above.


 


 


	
   

  	
  THE CHILDREN’S PLACE
  RETAIL STORES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan J. Riley

  
	
   

  	
   

  	
  Executive Vice President

  
	
   

  	
   

  
	
   

  	
  /s/
  Charles K. Crovitz

  
	
   

  	
   

  
	
   

  	
  CHARLES
  K. CROVITZ