Exhibit 10.82


 


The Children’s Place Retail Stores, Inc.


 


NONQUALIFIED DEFERRED COMPENSATION PLAN


 

















 


The Children’s Place Retail
Stores, Inc., a  Delaware corporation (the “Company”), hereby establishes this
Nonqualified Deferred Compensation Plan (the “Plan”), effective January 1,
2010 (the “Effective Date”), for the purpose of attracting and retaining high
quality executives and directors and promoting in them increased efficiency and
an interest in the successful operation of the Company.  A further purpose of the Plan is to provide a
means by which certain employees and directors may elect to defer the receipt
of a designated amount of their compensation. 
The Plan is intended to, and shall be interpreted to comply in all
respects with Code Section 409A and those provisions of ERISA applicable
to an unfunded plan maintained primarily to provide deferred compensation
benefits for a select group of “management
or highly compensated employees.”


 


ARTICLE I


DEFINITIONS


 


1.1           “Account” or “Accounts” shall mean the
bookkeeping account or accounts established under this Plan pursuant to Article 4.


 


1.2           “Base Salary” shall mean a Participant’s annual base salary,
excluding incentive and discretionary bonuses, commissions, stock options,
restricted stock, equity awards, reimbursements and other non-regular
remuneration, earned by the Participant for services rendered to the Company
prior to reduction for any salary deferrals under benefit plans sponsored by
the Company, including but not limited to, plans established pursuant to Code Section 125
or qualified pursuant to Code Section 401(k).


 


1.3           “Beneficiary” or “Beneficiaries”
shall mean the person, persons or entity designated as such pursuant to Section 6.2
entitled to receive benefits under the Plan upon the death of a Participant.


 


1.4           “Board” shall mean the Board of Directors of
the Company.


 


1.5           “Bonus(es)” shall mean amounts earned by a Participant
annually in the form of discretionary or incentive compensation for services
rendered to the Company or any other bonus designated by the Committee before
reductions for contributions to or deferrals under any pension, deferred
compensation or benefit plans sponsored by the Company.


 


1.6           “Code” shall mean the Internal Revenue Code of 1986, as
amended, as interpreted by Treasury regulations and applicable authorities
promulgated thereunder.


 


1.7           “Committee” shall mean the person or persons appointed by the
Board to administer the Plan in accordance with Article 7.


 


1.8           “Company Contributions”
shall mean contributions, if any, made by the Company pursuant to Section 3.3.


 


1.9           “Company Contribution Account” shall mean the Account
maintained for the benefit of a Participant which is credited with Company
Contributions, if any, pursuant to Section 4.2.


 


2

















 


1.10         “Compensation” shall mean all amounts eligible for deferral
for a particular Plan Year under Section 3.1(a).


 


1.11         “Crediting Rate”
shall mean the notional gains and losses credited on the Participant’s Account
balance which are based on the Participant’s choice among the investment
alternatives made available by the Committee pursuant to Section 3.4 of
the Plan.


 


1.12         “Deferral Account” shall mean the Account maintained for each
Participant which is credited with Participant deferrals pursuant to Section 4.1


 


1.13         “Director”
shall mean a member of the Board.


 


1.14         “Director Fees” shall mean retainer and other fees earned by a Director for services
as a member of the Board, excluding reimbursement of expenses or other non-regular
forms of compensation, before reductions for contributions to or deferrals
under any deferred compensation plan sponsored by the Company.


 


1.15         “Disability” shall mean (consistent with the requirements of Section 409A)
that the Participant (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) is, by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering employees of the
Company. The Committee may require that the Participant submit evidence of such
qualification for disability benefits in order to determine that the
Participant is disabled under this Plan.


 


1.16         “Distributable Amount” shall mean the vested balance in the
applicable Account as determined under Article 5.


 


1.17         “Eligible Director”
shall mean a Director of the Company, as selected by the Committee in its sole
discretion.


 


1.18         “Eligible Executive” shall mean an employee of the Company at
the level of director or above, as selected by the Committee in its sole
discretion.


 


1.19         “Eligible Individual”
means anyone who is an Eligible Executive or an Eligible Director.


 


1.20         “ERISA” shall mean the Employee Retirement Income Security
Act of 1974, as amended, including Department of Labor and Treasury regulations
and applicable authorities promulgated thereunder.


 


1.21         “Financial Hardship” shall mean a severe financial hardship
to the Participant resulting from an illness or accident of the Participant,
the Participant’s spouse, or a dependent (as defined in IRC Section 152(a))
of the Participant, loss of the Participant’s property due to casualty, or
other similar extraordinary and unforeseeable circumstances arising as a result
of 


 


3

















 


events beyond the control
of the Participant, (but shall in all events correspond to the meaning of the
term “unforseeable emergency”
under Code Section 409A(a)(2)(v)).


 


1.22         “Fund” or “Funds” shall mean one or more of the investment funds
selected by the Committee pursuant to Section 3.4 of the Plan.


 


1.23         “Hardship Distribution”
shall mean an accelerated distribution of benefits or a reduction or cessation
of current deferrals  pursuant to Section 6.1(i) to
a Participant who has suffered a Financial Hardship.


 


1.24         “Initial Election Period” shall mean the period established
by the Committee for submission of the Participant Election Forms prior to
commencement of participation in the Plan pursuant to Article 2.


 


1.25         “Key Employee”
shall mean those employees defined under Section 416(i) of the Code.


 


1.26         “Participant” shall mean any Eligible Individual who elects
to participate in this Plan in accordance with Article 2.


 


1.27         “Participant Election Forms” shall mean the election forms
established by the Committee by which a Participant makes elections with
respect to (1) voluntary deferrals of his/her Compensation, (2) the
investment Funds which shall act as the basis for crediting of interest on
Account balances, and (3) the form and timing of distributions from
Accounts.  The Participant Election Forms
may take the form of an electronic communication followed by appropriate
written confirmation according to specifications established by the Committee.


 


1.28         “Payment Date” shall mean the date by which a lump sum
payment shall be made or the date on which installment payments shall
commence.  The Payment Date of a
Scheduled Distribution shall be a date between February 1 and March 15
of the year following the year in which the Scheduled Distribution date
occurs.  Subsequent installments shall be
made during the same time period (February 1 - March 15) of each
succeeding Plan Year.  Lump sum payments
due to Separation from Service will be paid in the month following such
Separation from Service.  For installment
payments due to Separation from Service, the first payment will be paid in the
month following Separation from Service, and subsequent installments shall be
paid between February 1 and March 15 of each succeeding Plan
Year.  In the case of death, payments
will be made as soon as administratively feasible following confirmation of the
Participant’s death.  The Committee shall
be provided with documentation reasonably necessary to establish the fact of
the Participant’s death. Notwithstanding the foregoing, the Payment Date shall
not be before the earliest date on which benefits may be distributed under Code
Section 409A without violation of the provisions thereof as reasonably
determined by the Committee.


 


1.29         “Plan Year” shall mean the calendar year.


 


1.30         “Restricted Stock Units”
shall mean a Deferred Stock Award, including both Employee Deferred Stock
Awards and Director Deferred Stock Awards granted under the 


 


4

















 


Equity Incentive Plan of
The Children’s Place Retail Stores, Inc., and any successor plan or
similar plan adopted by the Company.


 


1.31         “Retirement”
shall mean the Separation from Service of an Eligible Executive after having
attained a combination of age and Years of Service equal to or greater than
fifty five (55).


 


1.32         “Scheduled Distribution” shall mean a scheduled distribution
date elected by the Participant for distribution of amounts from a specified
Deferral Account, including notional earnings thereon, as provided under Section 6.1(h).


 


1.33         “Separation from Service”
shall mean the date of the cessation of the Participant’s provision of services
to the Company as defined in the regulations under Code Section 409A.


 


1.34         “Years of Service” A Participant shall be credited with one
Year of Service for each 365 days of consecutive employment with the Company,
measured, unless otherwise specified by the Board, from his or her date of hire
by the Company.  A Participant’s
employment with the Company shall be deemed not to be interrupted by any period
of time during which the Participant is on an approved leave of absence;
provided that the Participant returns to active work with the Company at the
conclusion of such approved leave of absence.


 


ARTICLE II


PARTICIPATION


 


An Eligible Individual
may become a Participant in the Plan on the Effective Date or the January 1
of any Plan Year thereafter, by submitting the Participant Election Forms,
including such other documentation and information as the Committee may
reasonably request, to the Committee during the Initial Election Period
established by the Committee prior to the beginning of the first Plan Year in
which the Eligible Individual shall be eligible to participate in the Plan;
provided, however, that the Committee may permit an individual who becomes an
Eligible Individual after the first day of a Plan Year, but before July 1
of such Plan Year, (if the Eligible Individual is not already a participant in
another plan which is aggregated with this Plan under Code Section 409A)
to participate on the July 1 following the date on which he or she becomes
an Eligible Individual by filing his or her Participant Election Forms at any
time up until the thirtieth (30th) day after such July 1.  If an employee is hired as, or promoted to a
level of an Eligible Individual after the Initial Election Period for a Plan
Year, such individual will not be eligible to participate in the Plan until the
July 1 following such date of hire or promotion.  In no event, however, shall any deferral
election apply to Compensation earned with respect to services performed before
his or her Participant Election Forms are filed with the Committee.  The Committee shall have discretionary
authority and right to revoke a Participant’s future participation in the Plan
at any time and for any reason.  Such
Participant shall thereafter have no right to make new deferral or distribution
elections, but shall continue to have the right to make investment elections
with respect to existing deferral accounts.


 


5

















 


ARTICLE III


CONTRIBUTIONS & DEFERRAL
ELECTIONS


 


3.1           Elections to Defer Compensation.


 


(a)           Form of Elections.  A Participant
may only elect to defer Compensation attributable to services provided after
the time an election is made and in accordance with Section 409A.  Elections shall take the form of a whole
percentage (less applicable payroll withholding requirements for Social
Security and income taxes and employee benefit plans as determined in the sole
and absolute discretion of the Committee) of:


 


(1)           Up to 80% of Base Salary


 


(2)           Up to 100% of Bonuses


 


(3)           Up to 100% of Director Fees


 


(4)           100% of Restricted Stock Units


 


Notwithstanding the
foregoing, the Committee may further limit the maximum or the minimum amount of
deferrals during any Plan Year, by any Participant or group of Participants, in
its sole discretion.


 


(b)           Duration of Compensation Deferral Election. 
An Eligible Individual’s initial election to defer Compensation shall be
made during the Initial Election Period established by the Committee prior to
the Participant’s commencement of participation in the Plan and shall apply
only to Compensation for services performed after such deferral election is
processed.  A Participant may increase,
decrease, terminate or recommence a deferral election with respect to
Compensation for any subsequent Plan Year by filing a Participant Election Form during
the enrollment period established by the Committee prior to the beginning of
such Plan Year, which election shall be effective on the first day of the next
following Plan Year.  In the absence of
an affirmative election by the Participant to the contrary, the deferral
election for the prior Plan Year shall NOT
continue in effect for future Plan Years. 
After the beginning of the Plan Year, deferral elections with respect to
Compensation for services performed during such Plan Year shall be irrevocable
except in the event of Disability or Financial Hardship.


 


3.2           Elections to defer Restricted Stock Units. Notwithstanding any other provision set
forth in section 3.1 to the contrary, an Eligible Individual may elect to defer
any Restricted Stock Units pursuant to procedures established by the Committee,
so long as his or her initial deferral election is filed with the Committee no
later than thirty (30) days after the date of grant of his or her Restricted
Stock Units, as applicable, and the election is made at least twelve (12)
months before such Eligible Individual will earn a nonforfeitable right to any
portion of such Restricted Stock Units. 
If a deferral election with respect to Restricted Stock Units is not, or
cannot be, made within the foregoing time periods, the time and form of
distribution with respect to such Restricted Stock Units shall be the default
distribution date set forth in Section 6.1.


 


6

















 


3.3           Company Contributions.


 


(a)           Discretionary Company Contributions. 
The Company shall have the discretion to make Company Contributions to
the Plan at any time on behalf of any Participant.  Company Contributions shall be made in the
complete and sole discretion of the Company and no Participant shall have the
right to receive any Company Contribution in any particular Plan Year
regardless of whether Company Contributions are made on behalf of other
Participants.


 


3.4           Investment Elections.


 


(a)           Participant Direction. At the time of entering the Plan and/or of making
the deferral election under the Plan, each Participant shall designate, on a
Participant Election Form provided by the Committee, the investment Funds
in which the Participant’s Account or Accounts shall be deemed to be invested
for purposes of determining the amount of earnings and losses to be credited to
each Account.  The Participant may
specify that all or any percentage of his or her Account or Accounts shall be
deemed to be  invested, in whole
percentage increments, in one or more of the types of investment Funds selected
as alternative investments under the Plan from time to time by the Committee
pursuant to subsection (b) of this Section.  A Participant may change the designation made
under this Section at least daily by filing a revised election by market
close (generally 4 p.m. Eastern Time), on a Participant Election Form provided
by the Committee.  During payout, the
Participant’s Account shall continue to be credited at the Crediting Rate
selected by the Participant from among the investment alternatives or rates
made available by the Committee for such purpose until all amounts have been
distributed from the Account. If a Participant fails to make an investment
election under this Section, the Participant shall be deemed to have elected
the default investment Fund selected by the Committee for such purpose.


 


(b)           Investment Alternatives. The Committee shall select from time to time, in its
sole and absolute discretion, investment Funds and shall communicate each of
the alternative types of investment Funds to Participants pursuant to
subsection (a) of this Section.  The
Participant’s choice among investments shall be solely for purposes of
calculation of the Crediting Rate on Accounts. 
The Company shall have no obligation to set aside or invest amounts as
directed by the Participant and, if the Company elects to invest amounts as
directed by the Participant, the Participant shall have no more right to such
investments than any other unsecured general creditor of the Company.


 


3.5           Distribution Elections.


 


(a)           Initial Election.  At the time
of making a deferral election under the Plan, a Participant shall designate the
time and form of distribution of deferrals made pursuant to such election
(together with any earnings credited thereon) from among the alternatives
specified in Section 6.1.


 


(b)           Initial Election for Restricted Stock Units. 
If a distribution election with respect to Restricted Stock Units is not
made at least twelve (12) months prior to the date an Eligible Individual will
earn a nonforfeitable right to any portion of such Restricted Stock Units, the
time and form of distribution shall be the default distribution date set forth
in Section 6.1.


 


7

















 


(c)           Modification of Election. 
A new distribution election may be made at the time of subsequent
deferral elections with respect to deferrals in Plan Years beginning after the
Initial Election Period.  However, a
distribution election with respect to previously deferred amounts may only be
changed under the terms and conditions specified in Code Section 409A.  Notwithstanding the foregoing, a Participant
may only make one change of election for distribution upon Separation from
Service with respect to deferrals made for a particular Plan Year.  Except as expressly provided in Section 6.1(g),
no acceleration of a distribution is permitted. 
A subsequent election that delays payment or changes the form of payment
is permitted if and only if all of the following requirements are met:


 


(1)           the new election does not take effect until at least
twelve (12) months after the date on which the new election is made;


 


(2)           in the case of payments made on account of Separation
from Service (other than by reason of death or Disability) or a Scheduled
Distribution, the new election delays payment for at least five (5) years
from the date that payment would otherwise have been made, absent the new
election; and


 


(3)           in the case of payments made according to a Scheduled
Distribution, the new election is made not less than twelve (12) months before
the date on which payment would have been made (or, in the case of installment
payments, the first installment payment would have been made) absent the new
election.


 


For purposes of
application of the above change limitations, installment payments shall be
treated as a single payment.  Election
changes made pursuant to this Section shall be made on Participant
Elections Forms provided by the Committee, and in accordance with rules established
by the Committee, and shall comply with all requirement of Code Section 409A
and applicable authorities.


 


ARTICLE IV


DEFERRAL ACCOUNTS


 


4.1              Deferral Accounts.  The Committee
shall establish and maintain one or more Deferral Account(s) for each
Participant under the Plan.  Each
Participant’s Deferral Account shall be further divided into separate
subaccounts (“investment fund
subaccounts”), each of which corresponds to an investment
Fund elected by the Participant pursuant to Section 3.1.  A Participant’s Deferral Account shall be
credited as follows:


 


(a)           On the business day when amounts are withheld and
deferred from a Participant’s Compensation, the Committee shall credit the
investment fund subaccounts of the Participant’s Deferral Account with an
amount equal to the Compensation deferred by the Participant in accordance with
the Participant’s election under Section 3.1; that is, the portion of the
Participant’s deferred Compensation that the Participant has elected to be
deemed to be invested in a certain type of investment Fund shall be credited to
the investment fund subaccount to be invested in that Fund;


 


(b)           Each business day, each investment fund subaccount of
a Participant’s Deferral Account shall be credited with earnings or losses in
an amount equal to that determined 


 


8

















 


by multiplying the
balance credited to such investment fund subaccount as of the prior day plus
contributions credited that day to the investment fund subaccount by the
applicable earnings and losses for the corresponding Fund pursuant to
procedures set forth by the Committee; and


 


(c)           In the event that a Participant elects for a given
Plan Year’s deferral of Compensation a Scheduled Distribution, all amounts
attributed to the deferral of Compensation for such Plan Year shall be
accounted for in a manner which allows separate accounting for the deferral of
Compensation and investment gains and losses associated with amounts allocated
to such each separate Scheduled Distribution.


 


4.2              Company Contribution Account. 
The Committee shall establish and maintain a Company Contribution
Account for each Participant under the Plan for whom a Company Contribution is
made.  Each Participant’s Company
Contribution Account shall be further divided into separate investment fund
subaccounts corresponding to the investment Fund elected by the Participant
pursuant to Section 3.4.  A
Participant’s Company Contribution Account shall be credited as follows:


 


(a)           On the business day when a Company Contribution is
made, the Company shall credit the investment fund subaccounts of the
Participant’s Company Contribution Account with an amount equal to the Company
Contributions, if any, made on behalf of that Participant, that is, the
proportion of the Company Contributions, if any, which the Participant has
elected to be deemed to be invested in a certain investment Fund shall be
credited to the investment fund subaccount to be invested in that Fund; and


 


(b)           Each business day, each investment fund subaccount of
a Participant’s Company Contribution Account shall be credited with earnings or
losses in an amount equal to that determined by multiplying the balance
credited to such investment fund subaccount as of the prior day plus
contributions credited that day to the investment fund subaccount by the
applicable earnings and losses for the corresponding Fund pursuant to
procedures set forth by the Committee.


 


4.3              Trust.  The Company
shall be responsible for the payment of all benefits under the Plan.  At its discretion, the Company may establish
one or more grantor trusts for the purpose of providing for payment of benefits
under the Plan.  Such trust or trusts may
be irrevocable, but the assets thereof shall be subject to the claims of the
Company’s creditors.  Benefits paid to
the Participant from any such trust or trusts shall be considered paid by the
Company for purposes of meeting the obligations of the Company under the Plan.


 


4.4           Statement of Accounts.  The Committee
shall provide each Participant with statements at least annually setting forth
the Participant’s Account balance as of the end of each year.


 


ARTICLE V


VESTING


 


5.1           Vesting of Deferral Accounts. 
A Participant shall be vested 100% at all times in amounts credited to
the Participant’s Deferral Account or Accounts.


 


9














 


5.2              Vesting of Company Contribution Accounts. 
The vesting of a Participant’s Company Contribution Account, if any,
shall be determined by the Committee in its sole discretion and shall be set
forth in separate deferral award agreement between the Company and an eligible
Participant.


 


5.3              Vesting of Restricted Stock Units. 
A Participant shall be vested in a grant of Restricted Stock Units in
accordance with the vesting schedule set forth in the agreement evidencing the
award of such Restricted Stock Units to the Participant by the Company.


 


ARTICLE VI

DISTRIBUTIONS


 


6.1              Timing and Form of Distributions


 


(a)           Timing and Form of Deferral Account
Distributions for Eligible Executives.  Except as
otherwise provided herein, in the event of an Eligible Executive’s Separation
from Service or Disability, his or her Deferral Account(s) shall be paid
to him or her in a single lump sum on the Payment Date unless the Participant
has made an alternative benefit election on a timely basis pursuant to Section 3.5
to receive the amounts in substantially equal annual installments over a period
of up to fifteen (15) years, and the Committee determines that the Eligible
Executive meets the Retirement criteria set forth in Section 1.31 of this
Plan as of the date of the Separation from Service or Disability.


 


(b)           Timing and Form of Deferral Account
Distributions for Eligible Directors. Except as otherwise provided herein, in the event of
a Eligible Director’s Separation from Service or Disability, his or her
Deferral Account(s) shall be paid to him or her in a single lump sum on
the Payment Date unless the Participant has made an alternative benefit
election on a timely basis pursuant to Section 3.5 to receive the amounts
in the form of a single lump sum or in substantially equal annual installments
over a period of up to fifteen (15) years.


 


(c)           Timing and Form of Restricted Stock
Unit Distributions:
Notwithstanding anything contained herein to the contrary, to the extent that a
deferral election with respect to Restricted Stock Units is not, or cannot be,
made within the time periods specified in Section 3.2, such Restricted
Stock Units shall be paid to the Eligible Individual in a single lump sum on the Payment Date
no earlier than two (2) years from the last day of the Plan Year unless
the Participant has made an alternative benefit election on a timely basis
pursuant to Section 3.5.


 


(d)           Timing and Form of Deferral Account
Distributions for Key Employees. Except as otherwise provided herein, in the event of
a Key Employee’s Separation from Service, his or her Deferral Account shall be
paid to him or her in a single lump sum on the first business day of the
seventh (7th) month following his or her Separation
from Service unless he or she has made an alternative benefit election on a
timely basis pursuant to Section 3.5 to receive the amounts in the form of
a single lump sum or in substantially equal annual installments over a period
of up to fifteen (15) years beginning on the first business day of the seventh
(7th) month following Separation from
Service.


 


10

















 


(e)           Distribution of Company Contribution
Account. In the
event of a Participant’s Separation from Service for any reason, the vested
portion of the Participant’s Company Contribution Account, if any, shall be
paid in a single lump sum on the Payment Date following such Separation from
Service, subject to the limitations in section (c) above.  The unvested portion of such Participant’s
Company Contribution Account, if any, shall be forfeited upon his or her
Separation from Service.


 


(f)            Cash-out of Small Accounts. 
Notwithstanding anything contained in the Plan to the contrary
(including without limitation Section 6.1(h) below), if the aggregate
vested amount of a Participant’s Accounts as of his or her Separation from
Service is less than ten thousand dollars ($10,000), the total balance of such
Accounts shall be paid in the form of a single lump sum distribution on the
scheduled Payment Date.


 


(g)           Death Benefits.


 


1.             Prior to Commencement of Benefits. 
In the event that a Participant dies prior to the date that his or her
Accounts commence to be paid, the Company shall pay to the Participant’s
Beneficiary a death benefit equal to the balance of such Account in a single
lump sum on the Payment Date.


 


2.             After Commencement of Benefits. 
In the event that a Participant dies after payment of his or her
Accounts has commenced, the Company shall pay to the Participant’s Beneficiary
a death benefit equal to the remaining balance of such Account in a single lump
sum on the Payment Date.


 


(h)           Scheduled Distributions.


 


1.             Scheduled Distribution Election. 
In the case of a Participant who has elected to receive a Scheduled
Distribution, such Participant shall receive the specified deferrals, including
earnings thereon, which have been elected by the Participant to be subject to
such Scheduled Distribution election in accordance with Section 3.4 of the
Plan.  A Participant’s Scheduled
Distribution commencement date with respect to deferrals of Compensation for a
given Plan Year shall be no earlier than two (2) years from the last day
of the Plan Year in which the deferrals are credited to the Participant’s
Account.  The Participant may elect to
receive the Scheduled Distribution in a single lump sum or in substantially
equal annual installments over a period of up to five (5) years. A
Participant may delay and change the form of a Scheduled Distribution, provided
such delay or change complies with the requirements of Section 3.5.


 


2.             Separation from Service.  In the event
of a Participant’s Separation from Service prior to receiving or while
receiving a Scheduled Distribution, such Scheduled Distributions (including all
such remaining Scheduled Distributions) shall be distributed in a lump sum regardless
of the Participant’s election.


 


(i)            Hardship Distribution.  Upon a
finding that the Participant (or, after the Participant’s death, a Beneficiary)
has suffered a Financial Hardship, subject to compliance with Code Section 409A
the Committee may, at the request of the Participant or Beneficiary, accelerate
distribution of benefits or approve cessation of current deferrals under the
Plan in the 


 


11

















 


amount reasonably
necessary to alleviate such Financial Hardship subject to the following
conditions:


 


1.             The request to take a Hardship Distribution shall be
made by filing a form provided by and filed with the Committee prior to the end
of any calendar month.


 


2.             The amount distributed pursuant to this Section with
respect to a Financial Hardship shall not exceed the amount necessary to
satisfy such financial emergency plus amounts necessary to pay taxes reasonably
anticipated as a result of the distribution, after taking into account the
extent to which such hardship is or may be relieved through reimbursement or
compensation by insurance or otherwise or by liquidation of the Participant’s
assets (to the extent the liquidation of such assets would not itself cause
severe financial hardship).


 


3.             The amount determined by the Committee as a Hardship
Distribution shall be paid in a single cash lump sum as soon as practicable
after the end of the calendar month in which the Hardship Distribution election
is made and approved by the Committee.


 


PAYEE DESIGNATIONS AND
LIMITATIONS


 


6.2              Beneficiaries.


 


(a)           Beneficiary Designation. 
The Participant shall have the right, at any time, to designate any
person or persons as Beneficiary (both primary and contingent) to whom payment
under the Plan shall be made in the event of the Participant’s death.  The Beneficiary designation shall be
effective when it is submitted in writing to and acknowledged by the Committee
during the Participant’s lifetime on a form prescribed by the Committee.


 


(b)           Revision of Designation. The submission of a new Beneficiary
designation shall cancel all prior Beneficiary designations.  Any finalized divorce or marriage (other than
a common law marriage) of a Participant subsequent to the date of a Beneficiary
designation shall revoke such designation, unless in the case of divorce the
previous spouse was not designated as Beneficiary and unless in the case of
marriage the Participant’s new spouse has previously been designated as
Beneficiary.


 


(c)           Absence of Valid Designation. 
If a Participant fails to designate a Beneficiary as provided above, or
if the Beneficiary designation is revoked by marriage, divorce, or otherwise
without execution of a new designation, or if every person designated as
Beneficiary predeceases the Participant or dies prior to complete distribution
of the Participant’s benefits, then the Committee shall direct the distribution
of such benefits to the Participant’s estate.


 


6.3              Payments to Minors. 
In the event any amount is payable under the Plan to a minor, payment
shall not be made to the minor, but instead be paid (a) to that person’s
living parent(s) to act as custodian, (b) if that person’s parents
are then divorced, and one parent is the sole custodial parent, to such
custodial parent, to act as custodian, or (c) if no parent of that 


 


12

















 


person is then living, to a custodian selected by the Committee to hold
the funds for the minor under the Uniform Transfers or Gifts to Minors Act in
effect in the jurisdiction in which the minor resides.  If no parent is living and the Committee
decides not to select another custodian to hold the funds for the minor, then
payment shall be made to the duly appointed and currently acting guardian of the
estate for the minor or, if no guardian of the estate for the minor is duly
appointed and currently acting within sixty (60) days after the date the amount
becomes payable, payment shall be deposited with the court having jurisdiction
over the estate of the minor.


 


6.4              Payments on Behalf of Persons Under
Incapacity.  In the event that any amount becomes payable
under the Plan to a person who, in the sole judgment of the Committee, is
considered by reason of physical or mental condition to be unable to give a
valid receipt therefore, the Committee may direct that such payment be made to
any person found by the Committee, in its sole judgment, to have assumed the
care of such person.  Any payment made
pursuant to such determination shall constitute a full release and discharge of
any and all liability of the Committee and the Company under the Plan.


 


6.5              Inability to Locate Payee. 
In the event that the Committee is unable to locate a Participant or
Beneficiary within two years following the scheduled Payment Date, the amount
allocated to the Participant’s Deferral Account shall be forfeited.  If, after such forfeiture, the Participant or
Beneficiary later claims such benefit, such benefit shall be reinstated without
interest or earnings.


 


ARTICLE VII

ADMINISTRATION


 


7.1              Committee. The Plan shall be administered by a Committee
appointed by the Board, which shall have the exclusive right and full
discretion (i) to appoint agents to act on its behalf, (ii) to select
and establish Funds, (iii) to interpret the Plan, (iv) to decide any
and all matters arising hereunder (including the right to remedy possible
ambiguities, inconsistencies, or admissions), (v) to make, amend and
rescind such rules as it deems necessary for the proper administration of
the Plan and (vi) to make all other determinations and resolve all
questions of fact necessary
or advisable for the administration of the Plan, including determinations
regarding eligibility for benefits payable under the Plan.  All interpretations of the Committee with
respect to any matter hereunder shall be final, conclusive and binding on all
persons affected thereby.  No member of
the Committee or agent thereof shall be liable for any determination, decision,
or action made in good faith with respect to the Plan.  The Company will indemnify and hold harmless
the members of the Committee and its agents from and against any and all
liabilities, costs, and expenses incurred by such persons as a result of any
act, or omission, in connection with the performance of such persons’ duties,
responsibilities, and obligations under the Plan, other than such liabilities,
costs, and expenses as may result from the bad faith, willful misconduct, or
criminal acts of such persons.


 


7.2              Claims Procedure. 
Any Participant, former Participant or Beneficiary may file a written claim
with the Committee setting forth the nature of the benefit claimed, the amount
thereof, and the basis for claiming entitlement to such benefit.  The Committee shall determine the validity of
the claim and communicate a decision to the claimant promptly and, in any 


 


13

















 


event, not later than ninety (90) days after the date of the
claim.  The claim may be deemed by the
claimant to have been denied for purposes of further review described below in
the event a decision is not furnished to the claimant within such ninety (90)
day period.  If additional information is
necessary to make a determination on a claim, the claimant shall be advised of
the need for such additional information within forty-five (45) days after the
date of the claim.  The claimant shall
have up to sixty (60) days to supplement the claim information, and the
claimant shall be advised of the decision on the claim within forty-five (45)
days after the earlier of the date the supplemental information is supplied or
the end of the sixty (60) day period. 
Every claim for benefits which is denied shall be denied by written
notice setting forth in a manner calculated to be understood by the claimant (i) the
specific reason or reasons for the denial, (ii) specific reference to any
provisions of the Plan (including any internal rules, guidelines, protocols,
criteria, etc.) on which the denial is based, (iii) description of any
additional material or information that is necessary to process the claim, and (iv) an
explanation of the procedure for further reviewing the denial of the claim and
shall include an explanation of the claimant’s right to  pursue
legal action  in the event of an adverse
determination on review.


 


7.3              Review Procedures. 
Within sixty (60) days after the receipt of a denial on a claim, a
claimant or his/her authorized representative may file a written request for
review of such denial.  Such review shall
be undertaken by the Committee and shall be a full and fair review. The
claimant shall have the right to review all pertinent documents.  The Committee shall issue a decision not
later than sixty (60) days after receipt of a request for review from a
claimant unless special circumstances, such as the need to hold a hearing,
require a longer period of time, in which case a decision shall be rendered as
soon as possible but not later than one hundred twenty (120) days after receipt
of the claimant’s request for review. 
The decision on review shall be in writing and shall include specific
reasons for the decision written in a manner calculated to be understood by the
claimant with specific reference to any provisions of the Plan on which the
decision is based and shall include an explanation of the claimant’s right to
pursue legal action in the event of an adverse determination on review.


 


ARTICLE VIII

MISCELLANEOUS


 


8.1              Amendment or Termination of Plan. 
The Company may, at any time, direct the Committee to amend or terminate
the Plan, except that no such amendment or termination may reduce a Participant’s
Account balances.  If the Company
terminates the Plan, no further amounts shall be deferred hereunder, and
amounts previously deferred or contributed to the Plan shall be fully vested
and shall be paid in accordance with the provisions of the Plan as scheduled
prior to the Plan termination. 
Notwithstanding the forgoing, to the extent permitted under Code Section 409A
and applicable authorities, the Company may, in its complete and sole
discretion, accelerate distributions under the Plan in the event of a “change in ownership”
or “effective control”
of the Company or a “change in
ownership of a substantial portion of assets” or under such
other terms and conditions as may be specifically authorized under Code Section 409A
and applicable authorities.


 


8.2              Unsecured General Creditor. The benefits paid under the Plan shall
be paid from the general funds of the Company, and the Participant and any
Beneficiary or their heirs or successors shall be no more than unsecured
general creditors of the Company with no special or 


 


14

















 


prior right to any assets of the Company for payment of any obligations
hereunder. It is the intention of the Company that this Plan be unfunded for
purposes of ERISA and the Code.


 


8.3              Restriction Against Assignment. The Company shall pay all amounts
payable hereunder only to the person or persons designated by the Plan and not
to any other person or entity.  No part
of a Participant’s Accounts shall be liable for the debts, contracts, or
engagements of any Participant, Beneficiary, or their successors in interest,
nor shall a Participant’s Accounts be subject to execution by levy, attachment,
or garnishment or by any other legal or equitable proceeding, nor shall any
such person have any right to alienate, anticipate, sell, transfer, commute,
pledge, encumber, or assign any benefits or payments hereunder in any manner
whatsoever.  No part of a Participant’s
Accounts shall be subject to any right of offset against or reduction for any
amount payable by the Participant or Beneficiary, whether to the Company or any
other party, under any arrangement other than under the terms of this Plan.


 


8.4              Withholding. The Participant shall make appropriate
arrangements with the Company for satisfaction of any federal, state or local
income tax withholding requirements, Social Security and other employee tax or
other requirements applicable to the granting, crediting, vesting or payment of
benefits under the Plan. There shall be deducted from each payment made under
the Plan or any other Compensation payable to the Participant (or Beneficiary)
all taxes which are required to be withheld by the Company in respect to such
payment or this Plan.  The Company shall
have the right to reduce any payment (or other Compensation) by the amount of
cash sufficient to provide the amount of said taxes.


 


8.5              Protective Provisions. 
The Participant shall cooperate with the Company by furnishing any and
all information requested by the Committee, in order to facilitate the payment
of benefits hereunder, taking such physical examinations as the Committee may
deem necessary for plan purposes and taking such other actions as may be
requested by the Committee.  If the
Participant refuses to so cooperate, the Company shall have no further
obligation to the Participant under the Plan.


 


8.6              Receipt or Release. 
Any payment made in good faith to a Participant or the Participant’s
Beneficiary shall, to the extent thereof, be in full satisfaction of all claims
against the Committee, its members and the Company.  The Committee may require such Participant or
Beneficiary, as a condition precedent to such payment, to execute a receipt and
release to such effect.


 


8.7              Errors in Account Statements, Deferrals
or Distributions.  In the event an error is made in an Account
statement, such error shall be corrected on the next statement following the
date such error is discovered.  In the
event of an error in deferral amount, consistent with and as permitted by any
correction procedures established under IRC Section 409A, the error shall
be corrected immediately upon discovery by, in the case of an excess deferral,
distribution of the excess amount to the Participant, or, in the case of an
under deferral, reduction of other compensation payable to the
Participant.  In the event of an error in
a distribution, the over or under payment shall be corrected by payment to or
collection from the Participant consistent with any correction procedures
established under IRC Section 409A, immediately upon the discovery of such
error. In the event of an overpayment, the Company may, at its discretion, 


 


15

















 


offset other amounts payable to the Participant from the Company
(including but not limited to salary, bonuses, expense reimbursements,
severance benefits or other employee compensation benefit arrangements, as
allowed by law and subject to compliance with IRC Section 409A) to recoup
the amount of such overpayment(s).


 


8.8              Employment Not Guaranteed. 
Nothing contained in the Plan nor any action taken hereunder shall be
construed as a contract of employment or as giving any Participant any right to
continue the provision of services in any capacity whatsoever to the Company


 


8.9              Successors of the Company.  The rights and obligations of the Company
under the Plan shall inure to the benefit of, and shall be binding upon, the
successors and assigns of the Company.


 


8.10            Notice.  Any notice or
filing required or permitted to be given to the Company or the Participant
under this Agreement shall be sufficient if in writing and hand-delivered, or
sent by registered or certified mail, in the case of the Company, to the
principal office of the Company, directed to the attention of the Committee,
and in the case of the Participant, to the last known address of the
Participant indicated on the employment records of the Company.  Such notice shall be deemed given as of the
date of delivery or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification.  Notices to the Company may be permitted by
electronic communication according to specifications established by the
Committee.


 


8.11            Headings.  Headings and
subheadings in this Plan are inserted for convenience of reference only and are
not to be considered in the construction of the provisions hereof.


 


8.12            Gender, Singular and Plural. 
All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, or neuter, as the identity of the person or persons may
require.  As the context may require, the
singular may be read as the plural and the plural as the singular.


 


8.13            Governing Law. 
The Plan is intended to be an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of “management or highly compensated
employees” within the meaning of Sections 201, 301 and 401 of
ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of
ERISA.  Except to the extent preempted by
ERISA, the laws of the State of New Jersey shall govern the Plan.


 


IN WITNESS WHEREOF, the Board of Directors of the Company has approved
the adoption of this Plan, and has caused the Plan to be executed by its duly
authorized representative this 22nd day of December, 2009.


 


	
   

  	
   

  	
  The
  Children’s Place Retail Stores, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Susan J.
  Riley

  
	
   

  	
   

  	
   

  	
  Susan J. Riley

  
	
   

  	
   

  	
   

  	
  Executive Vice
  President, Finance and Administration

  



 


16