Exhibit 10.85


 


PERFORMANCE STOCK AWARD AGREEMENT


 


THE CHILDREN’S PLACE RETAIL
STORES, INC.


 


This Performance Stock Award Agreement (the “Agreement”) is entered
into on the 4th day of January 2010 (the “Award Date”) by
and between The Children’s Place Retail Stores, Inc., a Delaware
corporation (the “Company”), and Jane T. Elfers (the “Awardee”).


 


WHEREAS,
the Company has retained Awardee as its President and Chief Executive Officer
pursuant to the Employment Agreement dated as of December 11, 2009 between the
Company and the Awardee (the “Employment Agreement”); and


 


WHEREAS, the Company desires to provide the 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 the Awardee a performance stock
award with respect to the Company’s common stock, par value $.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 other good and valuable consideration, the parties hereto
agree as follows:


 


1.                                       Award.  Subject to Sections 2, 3 and 4
hereof, the Company shall issue and deliver to the Awardee the number of shares
of Common Stock determined in accordance with Exhibit A (the “Performance
Shares”) within 10 days following a determination by the Board or an appropriate
committee thereof that the performance target(s) set forth on Exhibit A
have been achieved, but in no event later than March 15, 2012; provided
that, subject to Sections 2, 3 and 4 hereof, the Awardee is in the employ of
the Company or a Subsidiary on the last day of the Performance Period set forth
in Exhibit A.  Capitalized
terms used but not otherwise defined in this Agreement shall have the meanings
as set forth in the Plan.


 


2.                                       Termination of
Employment Due to Death or Disability.  If Awardee’s employment with the Company
terminates before the end of the Performance Period in accordance with Section 5(b) or 5(c) of the Employment
Agreement, the Awardee (or Awardee’s estate) shall, if the Target
Performance Goal set forth in Exhibit A is achieved, be entitled to the
number of Initial Performance Shares set forth in Exhibit A multiplied by
a fraction, the numerator of which is the number of days the Awardee was
employed by the Company during the Performance Period and the denominator of
which is 365.  Such Initial Performance
Shares, if any, shall be issued and delivered to the Awardee (or Awardee’s
estate, as applicable) within 10 days following
a determination by the Board or an appropriate committee thereof that the
performance target(s) set forth on Exhibit A have been achieved, but
in no event later than March 15, 2012.


 

















 


3.                                       Accelerated
Vesting in the Event of Termination Without Cause or Resignation Due to Good
Reason.  In the event
that the Awardee’s employment with the Company terminates before the end
of the Performance Period pursuant to Section 5(d) the
Employment Agreement or under the circumstances set forth in Section 6(d)(iii) of
the Employment Agreement, the Awardee shall, if the Target Performance Goal set
forth in Exhibit A is achieved, be entitled to the number of Initial Performance
Shares set forth in Exhibit A).  Such Initial Performance Shares shall
be issued and delivered to the Awardee within 10
days following a determination by the Board or an appropriate committee thereof
that the performance target(s) set forth on Exhibit A have been
achieved, but in no event later than March 15, 2012; provided, however,
that if a “Change in Control” (as defined in the Employment Agreement) occurs after a termination of the Awardee’s
employment under the circumstances set forth in Sections 5(d) or 6(d)(iii) of
the Employment Agreement but before such a determination has been made by the Board or an appropriate committee thereof, then the Initial
Performance Shares shall be issued and delivered to Awardee immediately prior
to such Change in Control.


 


4.                                       Acceleration of
Initial Performance Shares Upon a Change in Control.  In the event that a “Change in Control” (as
defined in the Employment Agreement)
occurs prior to a determination by the Board or
an appropriate committee thereof as to whether the performance target(s) set
forth on Exhibit A have been achieved and Awardee is then employed
by the Company, the Awardee shall be entitled to receive the number of Initial Performance
Shares set forth in Exhibit A.  Such
Initial Performance Shares shall be issued and delivered to Awardee immediately
prior to such Change in Control.


 


5.                                       Transfer Restrictions.  Prior to vesting of any Performance Shares,
the Awardee shall not be deemed to have any ownership or shareholder rights
(including without limitation dividend and voting rights) with respect to such
shares, nor may the Awardee sell, assign, pledge or otherwise transfer
(voluntarily or involuntarily) any of the Performance Shares prior to delivery
thereof.


 


6.                                       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 Performance Shares shall be treated in the same
manner in any such transaction as other Common Stock.


 


7.                                       Government
Regulations. 
Notwithstanding anything contained herein to the contrary, the Company’s
obligation to issue or deliver certificates evidencing the Performance 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.


 


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8.                                       Transferable
Shares.  All shares of Common Stock
delivered by the Company to the Awardee hereunder shall (i) not contain
any legends and (ii) shall be freely transferable (including in publicly
traded open market transactions) by the Awardee upon receipt.


 


9.                                       Withholding
Taxes.  The Company
shall have the right to withhold from amounts payable to the Awardee, as
compensation or otherwise, or alternatively, to require the Awardee to remit to
the Company, an amount sufficient to satisfy all federal, state and local
withholding tax requirements. 
Notwithstanding the foregoing, the Company shall provide for such
withholding through sale of the Performance Shares through a broker or such
other arrangement as is reasonably acceptable to the Company.


 


10.                                 Awardee
Representations. 
The Awardee has reviewed with her own tax advisors the federal, state,
local and foreign tax consequences of the transactions contemplated by this
Agreement.  The 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 the Awardee. 
The Awardee understands that the Awardee (and, subject to Section 9
above, not the Company) shall be responsible for the Awardee’s own tax
liability arising as a result of the transactions contemplated by this
Agreement.


 


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


 


12.                                 Notices. 
Notices or communications to be made hereunder shall be in writing and
shall be made in accordance with the Employment Agreement.


 


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


 


14.                                 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.  However, in the event of a
conflict between this Agreement and the terms of the Plan, the terms and
conditions most favorable to the Awardee shall control.  To the extent that there is any conflict
between the terms and provisions of this Agreement and/or the Employment
Agreement and any other agreement between the Awardee and the Company, the
terms and provisions most favorable to the Awardee shall control.


 


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


 


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


 


[Signature Page Follows]


 


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


 


	
   

  	
  THE CHILDREN’S PLACE RETAIL STORES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Norman L. Matthews

  
	
   

  	
   

  	
  Name:

  	
  Norman L. Matthews

  
	
   

  	
   

  	
  Title:

  	
  Chairman
  of the Board

  
	
   

  	
   

  	
  Date:

  	
  January 5,
  2010

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AWARDEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Jane T. Elfers

  
	
   

  	
  Name:
  

  	
  Jane
  T. Elfers

  
	
   

  	
  Date:

  	
  January 5,
  2010

  
					



 


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EXHIBIT A


 


1.                                       (a).                               Awardee’s Name:  Jane T. Elfers


 


(b).                              Award Date:  January 4, 2010


 


(c).                               Performance Period:  The Company’s fiscal year ending January 31,
2011


 


(d).                              Performance Shares available to
be earned (“Initial Performance  Shares”)  62,170


 


(e)                                  Additional Performance
Shares available to be earned (“Additional Performance Shares”):  62,170


 


(f).                                 Performance Requirements:


 


Subject to the terms and conditions set forth in the
Performance Stock Award Agreement, Awardee shall earn and receive the number of
Performance Shares set forth above if the Company’s “Operating Income” (as
defined in the Employment Agreement) for the Performance Period set forth above
equals or exceeds the “Target Operating Income” (as defined in the Employment
Agreement) (the “Target Performance Goal”) and Awardee shall earn and receive
the number of Additional Performance Shares set forth above if the Company’s
Operating Income for the Performance Period set forth above equals or exceeds
120% of the Target Performance Goal.  The
number of Performance Shares to be issued to Awardee between the number of
Performance Shares and the number of Additional Performance Shares shall be
determined on a straight line interpolated basis.  The determination of whether the Target
Performance Goal or the 120% of the Target Performance Goal is achieved shall
be made by the Board or an appropriate committee thereof.


 


For
clarity, “Target Operating Income” under the Employment Agreement means 110% of
“Operating Income” (as defined in the Employment Agreement) for the fiscal year
of the Company ending January 29, 2010.


 


	
  /s/
  JE 

  	
  (Initials)

  	
   

  
	
  Jane Elfers

  	
   

  
	
   

  	
   

  
	
  /s/
  NM 

  	
  (Initials)

  	
   

  
	
  Company Signatory

  	
   

  



 


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