Exhibit 10.74


 


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 Susan J. Riley (the “Executive”).


 


WITNESSETH
THAT:


 


WHEREAS, the Corporation and
the Executive are parties to an Employment Agreement, dated as of February 4,
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 her 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 her 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,
Disability or For Cause. Subject to the provisions of
subsections 6.03, 6.04 and 6.05, if Executive’s employment hereunder is
terminated (A) by reason of Executive’s death or Disability, or (B) by
Employer For Cause, or (C) in accordance with subsection 5.04 upon
Executive reaching normal retirement age, Executive (or her estate, heirs or
distributes) shall be entitled to (1) any amount of Base Salary and Performance
Bonus theretofore earned but not yet paid, which shall be paid within 10 days
of Executive’s termination of employment hereunder and (2) except in the
case of a termination of employment by Employer For Cause, a pro rata portion
of the Performance Bonus for Employer’s then current fiscal year determined in
the same manner, and paid at the same time, as provided in clause (2) of
the first sentence and in the second sentence of subsection 6.01. Payment to
Executive of the compensation provided under clause (2) of this subsection
is subject to execution by Executive of a general release in the form attached
hereto as Exhibit B, which shall be


 

















 


executed by Executive (or her
estate) within 21 days following her termination of employment hereunder (or
such longer period if and to the extent required under applicable law).”


 


3.             Section 8.02 of the Agreement is hereby
amended and restated to read, in its entirety, as follows:


 


“Tax Withholding; Section 409A.
Employer is authorized to withhold from any payment to be made hereunder to
Executive such amounts for income tax, social security, unemployment
compensation, excise taxes and other taxes and penalties as in the judgment of Employer
is required to comply with applicable laws and regulations.  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 she 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. 
Notwithstanding anything contained in the Agreement to the contrary, if
Executive is a “specified employee” (determined in accordance with
Section 409A of the Code and Treasury Regulation Section 1.409A-3(i)(2))
as of the termination of Executive’s employment with Employer, and if any
payment, benefit or entitlement provided for in the Agreement or otherwise both
(i) constitutes a “deferral of compensation” within the meaning of
Section 409A of the Code and (ii) cannot be paid or provided in a
manner otherwise provided herein or otherwise without subjecting Executive to
additional tax, interest and/or penalties under Section 409A of the Code,
then any such payment, benefit or entitlement that is payable during the first
6 months following the date of Executive’s termination of employment shall be
paid or provided to Executive (or to Executive’s estate, if applicable) in a
lump sum cash payment (together with interest on such amount during the period
of such restriction at a rate, per annum, equal to the applicable federal
short-term rate (compounded monthly) in effect under
Section 1274(d) of the Code on the date of termination) on the
earlier of (x) Executive’s death or (y) the first business day of the
seventh calendar month immediately following the month in which Executive’s
termination of employment occurs.  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 Second Amendment to Employment Agreement as of the day
and year set forth above.


 


 


	
   

  	
  THE CHILDREN’S PLACE
  RETAIL STORES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles K. Crovitz

  
	
   

  	
  Charles K. Crovitz

  
	
   

  	
  Interim Chief Executive
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Susan J. Riley

  
	
   

  	
   

  
	
   

  	
  SUSAN J. RILEY