EXHIBIT 10.1


 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT DATED



AS OF JANUARY 22, 2004 BETWEEN THE COMPANY AND NEAL GOLDBERG


 

















 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT, dated as of January 22, 2004 between Neal
Goldberg (“Executive”) and THE CHILDREN’S PLACE RETAIL STORES, INC., a Delaware
corporation (“Employer”).


 


WHEREAS,
Employer and Executive entered into a certain Employment Agreement dated
January 22, 2004 (“Employment Agreement”); and 


 


WHEREAS,
this Amended and Restated Employment Agreement replaces and supersedes the
Employment Agreement; 


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein contained, the parties agree as follows:


 


SECTION 1



EMPLOYMENT OF EXECUTIVE


 


1.01.        Employer hereby agrees to employ Executive and Executive
hereby agrees to be and remain in the employ of Employer upon the terms and
conditions hereinafter set forth.


 


SECTION 2



EMPLOYMENT PERIOD


 


2.01.        The terms of Executive’s employment under this Agreement (the
“Employment Period”) shall commence on January 22, 2004 (the “Commencement
Date”) and shall continue unless terminated in accordance with the provisions
of Section 5.


 


SECTION 3



DUTIES


 


3.01.        Generally. 
During the Employment Period, Executive (i) shall be employed as
President of Employer, (ii) shall serve as a member of the Executive Management
Committee of Employer, (iii) shall devote all of his business time and
attention to the business and affairs of Employer and other enterprises
controlled by, or under common control with, Employer (collectively,
“Company”), and (iv) shall use his best efforts, skills and abilities in the
diligent and faithful performance of his duties and responsibilities hereunder.  Notwithstanding the


 


 


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foregoing, Executive shall
have the right to (i) engage in personal investment activities for himself and
his family and (ii) engage in charitable and civic activities, provided the
outside activities set forth in (i) and (ii) hereof do not interfere with
Executive’s performance of his duties and responsibilities hereunder.  In no event shall Executive serve as an
officer or director of any other business corporation or as a general partner
of any partnership except with the prior written approval of the Chief
Executive Officer of Employer.  


 


3.02.        Reporting. 
Executive shall report directly to the Chief Executive Officer of
Employer.  During the Employment Period,
Executive will be subject to all of the written policies, rules and regulations
of which Executive is given notice applicable to senior executives of Employer
and will comply with all directions and instructions of the Chairman of the
Board and the Chief Executive Officer.


 


SECTION 4



COMPENSATION


 


4.01.        Compensation, Generally.  For all services rendered and required to be rendered by
Executive under this Agreement, Employer shall pay to Executive during and with
respect to the Employment Period, and Executive agrees to accept (in full payment),
Base Salary and Performance Bonus, all as more fully described on Exhibit A
(collectively, the “Compensation”).


 


4.02         Other Benefits. 
During the Employment Period, Executive shall be eligible to receive
such benefits that the Employer generally makes available to Employer’s senior
executives from time to time (other than those benefits provided under or
pursuant to separately negotiated individual employment agreements or
arrangements).  Executive’s Base Salary
shall constitute the compensation on the basis of which the amount of
Executive’s benefits under any such plan or program shall be fixed and
determined.


 


4.03         Expense Reimbursement.  Employer shall reimburse Executive for all business expenses
reasonably incurred by him in the performance of his duties under this
Agreement upon his presentation, not less frequently than monthly, of signed,
itemized accounts of such expenditures all in accordance with Employer’s
procedures and policies as adopted and in effect from time to time and
applicable to its senior executives.


 


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4.04         Vacations. 
Executive shall be entitled to three weeks vacation with additional
vacation as approved by the Chief Executive Officer, each twelve-month period
worked, which vacation will accrue ratably over the course of such twelve-month
period, which shall be taken at such time or times as may be approved by the
Chief Executive Officer and shall not unreasonably interfere with Executive’s
performance of his duties under this Agreement. 


 


4.05         Options.


 


(i)            On the Commencement Date, Executive shall be
granted stock options to purchase 250,000 shares of Common Stock of the Company
at an exercise price equal to the Fair Market Value (as that term is defined in
the Company’s current stock option plan) of the Company’s common stock as of
the close of business on the Commencement Date (the “Initial Stock Option”) and
pursuant to the vesting schedule set forth in this Section 4.05(i).  Subject to Section 6.02, Executive shall
vest in the Initial Stock Option granted herein in accordance with the
following schedule: 50,000 shares on January 31, 2005 and 50,000 shares on each
of the next four anniversaries thereof. 



 


(ii)           On January 3, 2005, Executive shall be granted stock options to purchase
50,000 shares of Common Stock of the Company at an exercise price equal to the
Fair Market Value (as that term is defined in the Company’s current stock
option plan) of the Company’s common stock as of January 3, 2005 (the
“Additional Stock Option”) and pursuant to the vesting schedule set forth in
this Section 4.05(ii).  Subject to
Section 6.02, Executive shall vest in the Additional Stock Option granted
herein in accordance with the following schedule: 10,000 shares on January 31,
2005 and 10,000 shares on each of the next four anniversaries thereof.  


 


SECTION 5



TERMINATION OF EMPLOYMENT PERIOD


 


5.01.        Termination Without Cause.  At any time during the Employment Period, by notice to the other,
Employer or Executive may terminate Executive’s employment under this Agreement
without cause. Such notice shall specify the effective date of termination,
which in the case of termination by Executive, shall not be less than 30 days
after the date of such notice.


 


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5.02.        By Employer: Cause. 
At any time during the Employment Period, by notice to Executive,
Employer may terminate Executive’s employment under this Agreement “for Cause,”
effective immediately. Such notice shall specify the cause for termination. For
the purposes of this Section 5.02, “for Cause” means:


 


(i)            a breach by Executive of any of the material
provisions of this Agreement that Executive fails to remedy or cease within ten
(10) business days after notice thereof to Executive; or


 


(ii)           any conduct, action or behavior by Executive that has or may reasonably
be expected to have a material adverse effect on the reputation or interests of
the Company or Executive; or


 


(iii)          the commission by Executive of an act involving moral turpitude,
dishonesty or fraud, or the engagement in any other willful or intentional
misconduct, whether or not in connection with Executive’s employment hereunder;
or


 


(iv)          Executive shall have committed an act constituting a felony under the
laws of the United States or any state or political subdivision thereof.


 


5.03.        Disability.  If
during the Employment Period, Executive becomes incapable of fulfilling his
obligations hereunder because of injury or physical or mental illness, and such
incapacity exists for a period of at least 120 consecutive days or for shorter
periods aggregating at least 180 days during any period of twelve consecutive
months (“Disability”), Employer may, upon at least fifteen days’ prior written
notice to Executive, but in no event shall the termination date be prior to
January 3, 2005, terminate Executive’s employment under this Agreement.  The Disability of Executive shall be
determined by an independent physician acceptable to both Employer and
Executive or his representative.


 


SECTION 6



TERMINATION COMPENSATION


 


6.01.        Entitlement to Payment Upon Termination Without Cause.  Subject to the provisions of Sections 6.02
and 9.08, if Executive’s employment hereunder is terminated by Employer
pursuant to Section 5.01, Executive terminates his employment with Employer
pursuant to Section 5.01 for “Good Reason,” or Executive’s employment is
terminated for any reason following a Change of Control as defined in Section
8, Executive shall be entitled to continuation of his Base Salary for a period
of one (1) year following such termination, subject to execution of a


 


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separation agreement and
general release (the terms of which shall be consistent with this Agreement) in
a form reasonably satisfactory to Employer. 
The amount to be paid pursuant to this Section 6.01 is referred to as
the “Termination Compensation” and the period for which such compensation is to
be paid is referred to as the “Relevant Period”.  For purposes of this Section 6.01, “Good Reason” shall mean: (1)
a relocation of Employer’s headquarters outside the New York City metropolitan
area; (2) a demotion of Executive’s position, a material, adverse change in
Executive’s duties and responsibilities, or an adverse change in Executive’s
reporting as set forth in Paragraph 3.02; (3) Employer’s failure to pay any
amount or benefits when due, which failure is not cured within ten (10)
business days after notice to Employer; (4) Employer’s material breach of this
Agreement which breach is not cured within ten (10) business days after notice
to Employer; or (5) Ezra Dabah no longer holds the position of Chief Executive
Officer of Employer.  Such Termination
Compensation shall be paid to Executive in equal consecutive monthly
installments during the Relevant Period, with the first such installment paid
on the first day of the month next following the effective date of termination
of Executive’s employment hereunder.  


 


6.02.        Stock Options Upon Termination.  In the event Executive’s employment
hereunder is terminated by Employer pursuant to Section 5.01 or Executive
terminates his employment with Employer pursuant to Section 5.01 for “Good
Reason” prior to January 3, 2005, (i) 60,000 stock options scheduled to vest
pursuant to Section 4.05(i), which number of shares shall be prorated based on
the date of termination of Executive’s employment, shall vest immediately, and
(ii) Executive shall have a period of three months during which any vested
options held by Executive may be exercised (at the conclusion of which period
any unexercised options shall permanently expire).  In the event Executive’s employment hereunder is terminated by
Employer pursuant to Section 5.01 or Executive terminates his employment with
Employer pursuant to Section 5.01 for “Good Reason” on or after January 3, 2005
(i) the stock options scheduled to vest pursuant to Section 4.05(i) and
4.05(ii) on the next anniversary date following the date of termination of
Executive’s employment, which number of shares shall be prorated based on the date
of termination of Executive’s employment, shall immediately vest, and (ii)
Executive shall have a period of three months during which any vested options
held by Executive may be exercised (at the conclusion of which period any
unexercised options shall permanently expire). 
In the event that Executive’s employment is terminated by Employer
pursuant to Section 5.02 or Executive voluntarily terminates his employment for
any reason other than “Good


 


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Reason”, (i) all stock
options previously granted to Executive that have not yet vested shall be
forfeited, and (ii) Executive shall have a period of three months during which
any vested options held by Executive may be exercised (at the conclusion of
which period any unexercised options shall permanently expire).  In the event that Executive’s employment is
terminated by Employer or Executive for any reason following a Change in
Control as defined in Section 8, (i) all stock options previously granted to
Executive that have not yet vested shall vest immediately; and (ii) Executive
shall have a period of three months during which any vested options held by
Executive may be exercised (at the conclusion of which period any unexercised
options shall permanently expire).   In
the event that Executive’s employment is terminated by Employer by reason of
Disability pursuant to Section 5.03, or if Executive dies, (i) all stock
options previously granted to Executive that have not yet vested shall vest
immediately, and (ii) Executive (or his estate or personal representative)
shall have a period of twelve months during which any vested options held by
Executive may be exercised (at the conclusion of which period any unexercised
options shall permanently expire).


 


6.03.        No Other Termination Compensation. Executive shall not
be entitled to any benefit or compensation following termination of his
employment hereunder, except as set forth in this Section 6 and Section 8.01,
if applicable.


 


SECTION 7



LOCATION OF EXECUTIVE’S ACTIVITIES


 


7.01.        Principal Place of Business.  Executive’s principal place of business in the performance of his
duties and obligations under this Agreement shall be in the New York
metropolitan area, which includes Secaucus, New Jersey. For so long as Employer’s
headquarters are located in the New York City metropolitan area, Executive’s
principal place of business shall be located at such headquarters.


 


7.02.        Travel. 
Notwithstanding the provisions of Section 7.01, Executive will engage in
such travel and spend time in other places as may be necessary or appropriate
in furtherance of his duties hereunder.


 


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SECTION 8



CHANGE IN CONTROL


 


8.01.        Effect of Change in Control.  If a Change in Control (as hereinafter defined) shall occur and
if Executive is terminated by Employer or Executive for any reason, all
outstanding stock options under the stock option plan shall immediately vest
and Executive shall be entitled to all the payments in Section 6.01.


 


As
used in this Agreement, “Change in Control” means the occurrence during the
Term of any of the following events:


 


(i)            The sale to any purchaser of (A) all or
substantially all of the assets of the Employer or (B) capital stock
representing more than 50% of the stock of the Employer entitled to vote
generally in the election of directors of the Employer; or


 


(ii)           The merger or consolidation of the Employer with another corporation
if, immediately after such merger or consolidation, less than a majority of the
combined voting power of the then-outstanding securities entitled to vote
generally in the election of directors of the surviving or resulting
corporation in such merger or consolidation is held, directly or indirectly, in
the aggregate by the holders immediately prior to such transaction of the
outstanding securities of the Employer; or


 


(iii)          There is a report filed on Schedule 13D or Schedule 14D-1 (or any
successor schedule, form, or report or item therein), each promulgated pursuant
to the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
disclosing that any person (as the term “person” is used in Section 13(d)(3) or
Section 14(d) (2) of the Exchange Act) has become the beneficial owner (as the
term “beneficial owner” is defined under Rule 13d-3 or any successor rule or
regulation promulgated under the Exchange Act) of securities representing 50%
or more of the combined voting power of the voting stock of Employer; or


 


(iv)          Employer files a report or proxy statement with the Securities and
Exchange Commission pursuant to the Exchange Act disclosing in response to Form
8-K or Schedule 14A (or any successor schedule, form, or report or item
therein) that a change in control of Employer has occurred or will occur in the
future pursuant to any then existing contract or transaction. 


 


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SECTION 9



EXCLUSIVITY OF SERVICES, CONFIDENTIAL

INFORMATION AND RESTRICTIVE COVENANTS


 


9.01.        Exclusivity of Services; Use of Name.  During the Employment Period and continuing
through the first anniversary of the date in which Executive ceases to be an
employee of the Company (the “Covenant Period”), Executive will not:


 


(i)            Promote, participate or engage in any
business on behalf of any Direct Competitor of the Company, whether Executive
is acting as owner, partner, stockholder, employee, broker, agent, principal,
trustee, corporate officer, director, consultant or in any other capacity
whatsoever; provided, however, that this will not prevent Executive from
holding for investment up to 1% of any class of stock or other securities
quoted or dealt in on a recognized stock exchange or on Nasdaq.  For purposes of this Section, a Direct
Competitor of the Company means (A) any division of The Gap, Inc. or any Person
under common control with The Gap, Inc. that is engaged in the retail sale of
children’s apparel, (B) any division of The Limited, Inc. or any Person under
common control with The Limited, Inc. that is engaged in the retail sale of
children’s apparel, (C) Gymboree or Kids R Us or any Person under common
control with Gymboree or Kids R Us, as the case may be, or (D) any other Person
engaged in the retail sale of children’s apparel.


 


(ii)           Directly or indirectly employ (other than on behalf of the Company),
solicit or entice away any director, officer or employee of the Company or any
of its subsidiaries; or


 


(iii)          Take any action to interfere, directly or indirectly, with the goodwill
of the Company or any of its subsidiaries, or induce or attempt to induce any
Person doing business with the Company to cease doing business with the
Company; or


 


(iv)          Use the name of the Company or its subsidiaries in the conduct of any
business activities (except in furtherance of the Company’s business) or for
Executive’s personal use without the prior written consent of the Company.


 


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9.02.        Confidential and Proprietary Information; Work Product;
Warranty.


 


a.             Confidentiality.  Executive acknowledges and agrees that there
are certain trade secrets and confidential and proprietary information
(collectively, “Confidential Information”) which have been developed by the
Company and which are used by the Company in its business.  Confidential Information shall include,
without limitation:  (i) customer lists
and supplier lists; (ii) the details of the Company’s relationships with its
customers, including the financial relationship with a customer; (iii) the
Company’s marketing and development plans, business plans; and (iv) other
information proprietary to the Company’s business.  Executive shall not, at any time during or after his employment
hereunder, use or disclose such Confidential Information, except to authorized
representatives of the Company or as required in the performance of his duties
and responsibilities hereunder. 
Executive shall return all Company property, such as computers, software
and cell phones, and documents (and any copies including in machine or
human-readable form), to the Company when his employment terminates.  Executive shall not be required to keep
confidential any information, which is or becomes publicly available or is
already in his possession (unless obtained from the Company).  Further, Executive shall be free to use and
employ his general skills, know-how and expertise, and to use, disclose and
employ any generalized ideas, concepts, know-how, methods, techniques or
skills, including those gained or learned during the course of the performance
of any services hereunder, so long as he applies such information without
disclosure or use of any Confidential Information.  Executive hereby acknowledges that his employment under this
Agreement does not conflict with, or breach any existing confidentiality,
non-competition or other agreement to which Executive is a party or to which he
may be subject.


 


b.             Work
Product.  Executive agrees that all
copyrights, patents, trade secrets or other intellectual property rights
associated with any ideas, concepts, techniques, inventions, processes, or
works of authorship developed or created by him during his employment by the
Company and for a period of 6 months thereafter, that (i) relate, whether
directly or indirectly, to the Company’s actual or anticipated business,
research or development or (ii) are derived from any work performed by
Executive on the Company’s behalf, shall, to the extent possible, be considered
works made for hire within the meaning of the Copyright Act (17 U.S.C. § 101
et. seq.) (the “Work Product”).  All
Work Product shall be and remain the property of the Company.  To the extent that any such Work Product may
not, under applicable law, be considered works made for hire, Executive hereby
grants, transfers, assigns, conveys and relinquishes, and agrees to grant,
transfer, assign, convey and relinquish from time to time, on


 


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an exclusive basis, all of his
right, title and interest in and to the Work Product to the Company in
perpetuity or for the longest period otherwise permitted by law.  Consistent with his recognition of the
Company’s absolute ownership of all Work Product, Executive agrees that he
shall (i) not use any Work Product for the benefit of any party other than the
Company and (ii) perform such acts and execute such documents and instruments
as the Company may now or hereafter deem reasonably necessary or desirable to
evidence the transfer of absolute ownership of all Work Product to the Company;
provided, however, if following ten (10) business days’ written notice from the
Company, Executive refuses, or is unable, due to disability, incapacity, or
death, to execute such documents relating to the Work Product, he hereby
appoints any of the Company’s officers as his attorney-in-fact to execute such
documents on his behalf.  This agency is
coupled with an interest and is irrevocable without the Company’s prior written
consent.


 


c.             Warranty.  Executive represents and warrants to the
Company that (i) there are no claims that would adversely affect his ability to
assign all right, title and interest in and to the Work Product to the Company;
(ii) the Work Product does not violate any patent, copyright or other
proprietary right of any third party; (iii) Executive has the legal right to
grant the Company the assignment of his interest in the Work Product as set
forth in this Agreement; and (iv) he has not brought and will not bring to his
employment hereunder, or use in connection with such employment, any trade
secret, confidential or proprietary information of another, or computer
software, except for software that he has a right to use for the purpose for
which it shall be used, in his employment hereunder.


 


9.03.        Injunctive Relief. 
Executive acknowledges that a breach or threatened breach of any of the
terms set forth in this Section 9 shall result in an irreparable and continuing
harm to the Company for which there shall be no adequate remedy at law.  The Company shall, without posting a bond,
be entitled to obtain injunctive and other equitable relief, in addition to any
other remedies available to the Company.


 


9.04.        Essential and Independent Agreements.  It is understood by the parties hereto that
Executive’s obligations and the restrictions and remedies set forth in this
Section 9 are essential elements of this Agreement and that but for his
agreement to comply with and/or agree to such obligations, restrictions and
remedies, the Company would not have entered into this Agreement or employed
him.  Executive’s obligations and the
restrictions and remedies set


 

















 


forth in this Section 9 are
independent agreements and the existence of any claim or claims by him against
the Company under this Agreement or otherwise will not excuse his breach of any
of his obligations or affect the restrictions and remedies set forth under this
Section 9.


 


9.05.        Survival of Terms; Representations.  Obligations under this Section 9 hereof
shall remain in full force and effect notwithstanding the termination of
Executive’s employment.  Executive
acknowledges that he is sophisticated in business, and that the restrictions
and remedies set forth in this Section 9 do not create an undue hardship on him
and will not prevent him from earning a livelihood.  He further acknowledges that he has had a sufficient period of
time within which to review this Agreement, including this Section 9, with an
attorney of his choice and he has done so to the extent he desired.  Executive and the Company agree that the
restrictions and remedies contained in this Section 9 are reasonable and
necessary to protect the Company’s legitimate business interests regardless of
the reason for or circumstances giving rise to such termination and that he and
the Company intend that such restrictions and remedies shall be enforceable to
the fullest extent permissible by law. 
Executive agrees that given the scope of the Company’s business and the
sophistication of the information highway, any further geographic limitation on
such remedies and restrictions would deny the Company the protection to which
it is entitled hereunder.  If it shall
be found by a court of competent jurisdiction that any such restriction or
remedy is unenforceable but would be enforceable if some part thereof were
deleted or modified, then such restriction or remedy shall apply with such
modification as shall be necessary to make it enforceable to the fullest extent
permissible under law.


 


9.06.        Mutually Non-Disparagement.  Neither Executive nor senior executives of Employer will make or
authorize any public statement disparaging the other in its or his business
interests and affairs. Notwithstanding the foregoing, neither party shall be
(i) required to make any statement that it or he believes to be false or
inaccurate, or (ii) restricted in connection with any litigation, arbitration
or similar proceeding or with respect to its response to any legal process.


 


9.07.        Other Duties of Employee During and After Employment
Period.  Both during and after the
Employment Period, Executive shall, upon reasonable notice, furnish such
information as may be in his possession


 


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to, and cooperate with, the
Company as may reasonably be requested by the Company in connection with any
litigation in which the Company is or may be a party.


 


9.08.        Breaches of Provisions.  If Executive breaches any of the provisions of this Section 9
then, and in any such event, in addition to other remedies available to
Employer, Executive shall not be entitled to any Termination Compensation,
including any Termination Compensation made to him hereunder prior to
Employer’s discovery of such breach.


 


SECTION 10



MISCELLANEOUS


 


10.01.      Notices.  Any notice, consent, or authorization required or permitted to be
given pursuant to this Agreement shall be in writing and sent to the party for
or to whom intended, at the address of such party set forth below, by certified
mail, postage paid, or at such other address as either party shall designate by
notice given to the other in the manner provided herein.


 


If
to Employer:


 


Attention:                 Steven Balasiano, Esq.


Vice President & General Counsel


The Children’s Place Retail Stores, Inc.


915 Secaucus Road


Secaucus, NJ 07094


 


With
Copies to:


 


Ezra Dabah


Chairman/Chief Executive Officer


The Children’s Place Retail Stores, Inc.


915 Secaucus Road


Secaucus, NJ 07094


 


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If to Executive: 


Neal Goldberg


The Children’s Place Retail Stores, Inc.


915 Secaucus Road


Secaucus, NJ 07094


 


With
Copies to:


 


Hollis Gonerka Bart, Esq.


McGuire Woods LLP


65 E. 55th Street


New York, NY 10022


 


10.02.      Taxes.  Employer is authorized to withhold from payments made hereunder
to Executive such amounts for income tax, social security, unemployment
compensation and other judgment of Employer to comply with applicable laws and
regulations.


 


10.03.      Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware
applicable to agreements made and to be performed therein.


 


10.04.      Headings.  All descriptive headings in this Agreement are inserted for
convenience only and shall be disregarded in construing or applying any
provision of this Agreement.  Should any
provision of this Agreement require judicial interpretation, the court
interpreting or construing the same shall not construe the provision against
any party by reason of the rule of interpretation that a document is to be
construed more strictly against the party who prepared the same.


 


10.05.      Waiver of Breach.  The waiver by either party of a breach of
any provision of this Agreement by the other party must be in writing and shall
not operate or be construed as a waiver of any other or subsequent breach by
such other party.


 


10.06.      Assignment.  This Agreement is personal in its nature and
the parties shall not, without the consent of the other, assign or transfer this
Agreement or any rights or obligations hereunder; provided, however, that


 


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Employer may assign this
Agreement to any of its affiliates or in connection with the reorganization,
merger or sale of Employer or the sale of substantially all the assets of
Employer, and the provisions of this Agreement shall inure to the benefit of,
and be binding upon, each successor of Employer , whether by merger,
consolidation, transfer of all or substantially all of its assets, or
otherwise.


 


10.07.      Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.


 


10.08.      Severability.  If any provision of this Agreement or part
thereof, is held to be unenforceable, the remainder of such provisions of this
Agreement, as the case may be, shall nevertheless remain in full force and
effect.


 


10.09.      Entire Agreement and Integration.  This Agreement contains the entire agreement
and understanding between Employer and Executive with respect to the subject
matter hereof. Such agreement supersedes any prior agreement between the
parties relating to the subject matter hereof.


 


IN WITNESS
WHEREOF, the parties
hereto have executed this Agreement as of the date first written above.


 


 


	
   

  	
  THE
  CHILDREN’S PLACE RETAIL STORES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Ezra
  Dabah

  	
   

  
	
   

  	
   

  	
  EZRA DABAH

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Neal
  Goldberg

  	
   

  
	
   

  	
   

  	
  NEAL GOLDBERG

  	
   

  



 


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Exhibit A


 


COMPENSATION


 


1.             Base Salary:  At the initial rate of $625,000 per year,
payable in equal installments not less frequently than monthly during each year
of the Employment Period. Base Salary shall be subject to annual review by the
Compensation Committee.


 


2.             Performance Bonus:  Following each Bonus Period (as defined
below), Executive shall be entitled to receive a Performance Bonus based upon
the Operating Income of Employer during such Bonus Period. The Performance
Bonus for each such Period will be payable within 90 days after the end of such
period. The amount of the Performance Bonus for each Bonus Period will be equal
to a product equal to (a) Executive’s semi-annual Base Salary, times (b) 50%,
times (c) the Bonus Percentage (as hereinafter defined). The following
provisions shall apply to determinations relating to Performance Bonus.


 


“Bonus
Percentage” shall mean, for each Bonus Period, a percentage for such period
that is determined based upon Operating Income in accordance with a schedule
adopted by the Board for all senior executives prior to commencement of such
period or as soon thereafter as possible, except that the Bonus percentage
shall be not more than 200% for any Bonus Period.


 


“Bonus
Period” shall mean each of the two periods of approximately six months duration
within each fiscal year of the Employer, one beginning on the first day of the
fiscal year and ending on this Saturday on or nearest (whether following or
preceding) July 31, of the calendar year in which it commenced, and the other
beginning on the Sunday following such Saturday and ending on the last day of
such fiscal year.


 


“Operating
Income” shall mean, for each Bonus Period, the operating income of Employer for
such period as determined in accordance with generally accepted accounting
principles. The amount of Operating Income shall be determined by the
Compensation Committee, with respect to the Bonus Period ending on
approximately July 31st and January 31st of each year.


 


3.             Guaranteed Performance Bonus:  Executive shall be entitled to a minimum
Performance Bonus of $156,250 during the Bonus Period ending on July 31, 2004.


 


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