Exhibit 10.84


 


DEFERRED STOCK AWARD AGREEMENT


 


THE CHILDREN’S PLACE RETAIL
STORES, INC.


 


This Deferred 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 an award of
Deferred Stock with respect to the Company’s common stock, par value $.10 per share (the “Common Stock”) pursuant
to Section 15 of 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 and 3
hereof, the Company shall issue and deliver to the Awardee (i) 31,085
shares of Common Stock on or within 10 days after the first anniversary of the
Award Date (the “First Vesting Date”), (ii) 31,085 shares of Common Stock
on or within 10 days after the second anniversary of the Award Date (the “Second
Vesting Date”), and (ii) 31,085 shares of Common Stock within 10 days
following the third anniversary of the Award Date (the “Third Vesting Date”);
provided, however, that, except as provided Sections 2 and 3 hereof, the shares
of Common Stock deliverable in accordance with the foregoing following each of
the First Vesting Date, the Second Vesting Date and the Third Vesting Date,
respectively, shall not be so delivered unless the Awardee is in the employ of
the Company or a Subsidiary on such respective First Vesting Date, Second
Vesting Date and Third Vesting Date.  The
total number of shares of Common Stock that may be earned if Awardee remains
employed by the Company or a Subsidiary through the Third Vesting Date is 93,255
shares (the “Deferred Shares”).  Capitalized
terms used but not otherwise defined in this Agreement shall have the meanings
as set forth in the Plan.


 


2.                                       Accelerated
Vesting in the Event of Termination Due to Death, Disability, Termination
Without Cause or Resignation Due to Good Reason.  In the event that the Awardee’s employment
with the Company terminates in accordance with Sections 5(b), 5(c) or 5(d) of
the Employment Agreement, or under the circumstances set forth in Section 6(d)(iii) of
the Employment Agreement, all of the Deferred
Shares, to the extent not previously issued and delivered, shall be issued and delivered to Awardee (or Awardee’s estate,
in the event of 


 

















 


Awardee’s death) within 10 days after Awardee’s Date of
Termination (as defined in the Employment Agreement).


 


3.                                       Accelerated Vesting in the Event of a Change in Control. In the event
that a “Change in Control” (as defined in the Employment
Agreement) occurs before the Awardee’s employment with the Company
terminates, all of the Deferred Shares, to the
extent not previously issued and delivered, shall be issued and delivered to
Awardee immediately prior to such Change in Control.


 


4.                                       Transfer Restrictions.  Prior to delivery of any Common Stock with
respect to the Deferred 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 Deferred
Shares prior to delivery thereof.


 


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


 


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


 


7.                                       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.


 


8.                                       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 Deferred Shares through a broker or such other arrangement as is reasonably
acceptable to the Company.


 


9.                                       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 


 


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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 8 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.


 


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


 


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


 


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


 


13.                                 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.


 


14.                                 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.


 


15.                                 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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