Exhibit 10.73


 


AMENDMENT
TO AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT


 


This Amendment to the Amended and Restated Change in Control Severance
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 Amended and Restated Change
in Control Severance Agreement, first dated as of December 13, 2007, and
amended and restated as of January 21, 2008 (the “Agreement”); and


 


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 1.15 of the Agreement is hereby
amended and restated to read, in its entirety, as follows:


 


““Release” shall mean a release to be signed by Executive in
such form as the Company shall reasonably determine, which shall, to the extent
permitted by law, waive all claims and actions against the Employer and its
affiliates and such other related parties and entities as the Company chooses
to include in the release except for claims and actions for benefits provided
under the terms of this Agreement (which Release is not revoked by Executive)
and which (i) will be provided to Executive by the Company no later than 5 days
following Executive’s termination of employment (or, if Executive is
terminated pursuant to Section 3.01(c), no later than 5 days following the
consummation of the applicable Change in Control) and (ii) will be executed by
Executive and returned to the Company no later than 21 days (or such longer
period if and to the extent required under applicable law) following the date
such Release is provided to Executive.”


 


2.             Paragraph (a) of Section 4.01 of
the Agreement is hereby amended and restated to read, in its entirety, as
follows:


 


“In lieu of any further payments to Executive (including, without
limitation, in lieu of any annual bonus payments or pro-rata bonus payments)
except as expressly contemplated under this Agreement, the Company shall pay as
severance pay to Executive a cash amount equal to two (2) times the sum of
Executive’s Base Salary and Bonus.  Such
cash payment shall be payable in a single sum, within ten (10) business days
following Executive’s Date of Termination (or, if later, upon the expiration of
the revocation period, if applicable, under the Release); provided, that, if
Executive is terminated pursuant to Section 3.01(c), then such single sum cash
payment shall be made within ten (10) business days following the consummation
of the applicable Change in Control (or, if later, upon the expiration of the
revocation period, if applicable, under the Release).”


 


3.             The third sentence of Section 5.02 of
the Agreement is hereby amended and restated to read, in its entirety, as
follows:


 

















 


“If the Accounting
Firm determines that any Excise Tax is payable by Executive, the Company will
pay the required Gross-Up Payment, less any applicable withholding, to
Executive, as soon as reasonably practicable after receipt of such
determination and calculations with respect to any Payment to Executive, but in
no event later than as provided under Treasury Regulation
Section 1.409A-3(i)(1)(v).”


 


4.             A new Section 14.08 is hereby added to
the Agreement to read, in its entirety, as follows:


 


“Taxes.  The Company 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 the Company 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 the Company unless she would be considered to have
incurred a “separation from service” from the Company within the meaning of
Treasury Regulation §1.409A-1(h).  For
purposes of Section 409A of the Code, 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.”


 


5.             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 the 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