Exhibit 10.36


 


SEVERANCE AGREEMENT AND
RELEASE


This Severance Agreement and Release (the “Agreement”)
is made this 9th day of
July, 2007 between Steven Balasiano (the “Employee”) and The Children’s Place
Services Company, LLC, its parent and its direct and indirect affiliated
corporations and other entities (collectively, the “Employer” or the “Company”).


1.         Termination of Employment. The
parties agree that the Employee’s employment with the Employer shall terminate
effective July 20, 2007 (the “Separation Date”).


2.         Separation Payment. (a) In
consideration for entering into this Agreement, the Employer shall pay to the
Employee the sum of Four Hundred Thirty Eight Thousand Dollars ($438,000), less
legally required payroll deductions (“Separation Payment”), which sum shall be
paid to Employee in accordance with the Company’s regular payroll practices in
twenty-six (26) biweekly installments commencing the first pay period following
the Separation Date.


(b)
The Company also agrees to pay to Employee the sum of Twenty-Four Thousand
Eight Hundred Seven Dollars and Sixty-Nine Cents ($24,807.69), less legally
required payroll deductions, for Employee’s vacation and personal days as of
the Separation Date, which sum shall be paid within (14) days of the Separation
Date.


(c)
The Company also agrees to pay to Employee an additional amount equal to the
bonus payment, including any discretionary payment, Employee would have
received had Employee received a “3” or “Meets Expectations” performance rating
under and, other than with regard to the termination of Employee’s employment
hereunder, subject to the terms and conditions of the Company’s Annual
Management Supplemental Program in effect for the 2007 fiscal year, less
legally required payroll deductions, which additional amount shall be prorated
based on the length of employment during the 2007 fiscal year. The Company
agrees to pay said additional amount on the date that the Employer makes bonus
payments to eligible employees but no later than April 15, 2008.


(d)  The Employer and Employee agree that Section
2 of the Transfer Restriction Agreement dated January 27, 2006 (the “Transfer
Restriction Agreement”) shall be amended in its entirety to state the following
and such amendment shall supersede said section of the Transfer Restriction
Agreement: “The Transfer Restrictions shall lapse with respect to the Options
Shares on the date the Severance Agreement and Release is executed by the
Employee.” Capitalized terms not otherwise defined in this subparagraph shall
have the meanings ascribed to them in the Transfer Restriction Agreement.
Moreover, the Employee acknowledges that Employee (i) elected to have all
outstanding stock options re-priced to the measurement date price determined by
the Company, (ii) agreed to repay to the Company an amount equal to the
difference between the exercise price and the correct measurement date price
for stock options previously exercised by Employee, which amount is currently
estimated to be Three Thousand Seven Hundred Seventy-Three Dollars ($3,773) but
is subject to final determination by the Company, and (iii) agrees that
Employee continues to be bound by said terms with 



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respect
to Employee’s stock options. The Employee also acknowledges that the issuance
of shares of the Company’s common stock upon the exercise of any stock option
has been temporarily suspended and that Employee continues to be subject to
such temporary suspension until further notice from the Company. After such
temporary suspension has been lifted, the Employee shall have the same period
of time to exercise any vested but unexercised stock options as other similarly
situated employees, as determined by the Company in its sole discretion, who
have terminated their employment during the temporary suspension.


(e)
The parties acknowledge that they shall continue to be bound by the Performance
Award Agreement dated January 30, 2006, including the amendment to the
Performance Award Agreement dated July 9, 2007 (collectively, the “Performance
Award Agreement”), which are attached hereto as Exhibit A. For purposes of the
Performance Award Agreement, the Employee and Company acknowledge and agree
that (1) Employee’s separation from the Company is by mutual agreement of the
Employee and Company, and (2) Employee shall be deemed to have been employed a
full calendar month during the month of July 2007.


(f)
The Employer represents and warrants, and the Employee acknowledges, that the
consideration paid to the Employee under this Agreement is at least equal to or
exceeds the amount the Employee would ordinarily be entitled to upon
termination of the Employee’s employment.


3.         Other Benefits. (a) Any and all
other employment benefits received by the Employee shall terminate effective as
of the Separation Date, except that in the event Employee elects to continue
medical, dental, and vision benefits though COBRA, the Employer agrees to waive
the applicable premium cost that Employee would otherwise be required to pay
for continued group health coverage for Employee and his family under Employer’s
medical and dental plans for a period of twelve (12) months or the date
Employee commences full-time employment with another company that offers
comparable health benefits, whichever date is sooner.


(b)
The Company agrees that, through November 30, 2007, Employee’s personal mail
and email shall be re-directed to a mail and email address as instructed by
Employee.


(c)
The Employee agrees that the Employee is not entitled to and will not seek any
further consideration, including, but not limited to, any wages, vacation pay,
sick pay, disability pay, bonus, compensation, payment or benefit from the
Released Parties (as defined in Section 10) other than that to which the
Employee is entitled pursuant to this Agreement.


4.         Removal from Company Positions and
Indemnification. The Employee agrees that as of the Separation Date, the
Employee shall resign from all positions held on behalf of the Company
including but not limited to officer, director, agent, representative, trustee,
administrator, fiduciary and signatory. In addition, with respect to all acts
or omissions of Employee which occurred prior to the Separation Date, the
Company agrees 



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to
continue to indemnify the Employee to the same extent that the Employee was
indemnified prior to the Separation Date and that the Employee shall retain the
benefit of all directors and officers liability insurance and coverage
maintained by the Company with respect to claims made during the period
provided by the Company’s current policy and to the extent provided by any
future policy from time to time maintained by the Company with respect to other
former executives of the Company, in each case on the terms and conditions of
such policy.


5.         Return of Company Property. The
Company agrees that Employee shall retain his blackberry and laptop computer,
provided that they shall each be scrubbed of any Company information. The
Employee agrees to return to the Company all other cellular telephones, keys,
locks, documents, records, materials, and other information of any type
whatsoever that is the property of the Company. Employee further agrees that
Employee shall not retain any copies or reproductions of correspondence,
memoranda, reports, notebooks, drawings, photographs, or other documents
relating in any way to the affairs of the Company or its vendors.


6.         Consultation with Counsel and
Voluntariness of Agreement. (a) The Employee acknowledges that the Employer
has advised the Employee in writing to consult with an attorney prior to
executing this Agreement. The Employee further acknowledges that, to the extent
desired, the Employee has consulted with the Employee’s own attorney in
reviewing this Agreement, that the Employee has carefully read and fully
understands all the provisions of this Agreement, and that the Employee is
voluntarily entering into this Agreement.


(b)
The Employee further acknowledges that the Employee has had a period of at
least twenty-one (21) days in which to consider the terms of this Agreement.


(c)
The Employee acknowledges that the Employee has been informed in writing that
the Employee has seven (7) calendar days following the execution of this
Agreement to revoke it, and that such revocation must be in writing, hand
delivered or sent via overnight mail and actually received by the Employer within
such period. It is specifically understood that this Agreement shall not be
effective or enforceable, and the payments and benefits set forth in this
Agreement shall not be paid until the seven-day revocation period has expired.


7.         Confidentiality of Agreement.
The Employee agrees not to disclose the existence of this agreement or the
terms and conditions of this Agreement to any person or entity, except: (a) to
comply with this Agreement; (b) to the Employee’s legal, financial or tax
advisors, spouse, and to the Internal Revenue Service or any similar state or
local taxation authority; or (c) as otherwise required by law.


8.         Confidential Information;
Non-Competition; Non-Solicitation; Non-Disparagement. The Employee
acknowledges and agrees that he continues to be bound by the terms of the
agreement, signed on or about January 30, 2006, attached hereto as Exhibit B.



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9.         Confirmation of Employment. The Employer shall, if
called upon, confirm the Employee’s dates of employment and position with the
Employer.


10.       Release. (a) Employee represents
and warrants that he is not aware of any misconduct by any employee or director
of the Company that Employee should report in accordance with the Company’s
Code of Business Conduct or any irregularity in the Company’s books or records
or any other matter relating to the Company’s accounting that could properly be
reported by Employee pursuant to the procedures established by the Company for
making such reports, except any that has already been reported by Employee in
writing to the appropriate personnel of the Company. In exchange for the
consideration set forth in Section 2, the Employee, on behalf of the Employee
and the Employee’s agents, assignees, attorneys, heirs, executors and
administrators, voluntarily and knowingly releases the Employer, as well as the
Employer’s successors, predecessors, assigns, parents, subsidiaries, divisions,
affiliates, officers, directors, shareholders, employees, agents and
representatives, in both their individual and representative capacities
(collectively, the “Released Parties”), from any and all claims, causes of
action, suits, grievances, debts, sums of money, agreements, promises, damages,
back and front pay, costs, expenses, and attorneys’ fees by reason of any
matter, cause, act or omission arising out of or in connection with the
Employee’s employment or separation from employment with the Employer,
including but not limited to any claims based upon common law, any federal,
state or local employment statutes or civil rights laws. Included in this
release, without limiting its scope, are claims arising under Title VII of the
Civil Rights Act of 1964, as amended; the Age Discrimination in Employment Act;
the Older Workers Benefit Protection Act; the Americans with Disabilities Act; the
Family and Medical Leave Act, the Fair Labor Standards Act of 1938 as amended
by the Equal Pay Act of 1963; the Employee Retirement Income Security Act of
1974; the New Jersey Conscientious Employee Protection Act; the New Jersey Law
Against Discrimination; the New Jersey Family Leave Act; the New Jersey Wage
Payment Act; the Sarbanes-Oxley Act of 2002; and any other laws prohibiting
discrimination, retaliation, wrongful termination, failure to pay wages, breach
of contract, defamation, invasion of privacy, whistleblowing or infliction of
emotional distress, or any other matter. This release shall apply to all known,
unknown, unsuspected and unanticipated claims, liens, injuries and damages that
have accrued to the Employee as of the date of this Agreement.


(b)
This release does not waive rights or claims that may arise after this release
is executed and does not waive any rights or claims which cannot be waived as a
matter of law. This Agreement does not affect the Employee’s right to file a
charge with the EEOC or to participate in any investigation conducted by the
EEOC, but the Employee acknowledges that the Employee is not entitled to any
other monies other than those payments described in this Agreement.


(c)
Employee agrees to execute and deliver to Company on the Separation Date a
further Release in the form of Exhibit C.



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11.       Cooperation. Employee shall furnish such information as
may be in his possession to, and cooperate with, the Company as may reasonably
be requested by the Company in the orderly transfer of his responsibilities to
other Company employees or in connection with any litigation or other
proceeding in which the Company is or may be involved or a party.


12.       Violation of Terms. Should the
Employee violate any provision of this Agreement, then, in addition to all
other damages or legal remedies available to the Employer (including without
limitation injunctive relief), the Employee immediately shall return to the
Employer all monies paid to the Employee pursuant to this Agreement. Should the
Employer violate any provision of this Agreement, then the Employee shall have
all remedies and civil actions available to remedy Employee’s damages. The
parties agree that, should either party seek to enforce the terms of this
Agreement through litigation, then the prevailing party, in addition to all
other legal remedies, shall be reimbursed by the other party for all reasonable
attorneys’ fees in relation to such litigation. However, in accordance with
applicable laws, if the Employee violates this Agreement by commencing an
action under the Age Discrimination in Employment Act, then the requirements
set forth in this Section 12 shall not apply.


13.       No Admission. Nothing contained in
this Agreement nor the fact that the parties have signed this Agreement shall
be construed as an admission by either party.


14.       Waiver of Reinstatement. By
entering into this Agreement, the Employee acknowledges that the Employee
waives any claim to reinstatement and/or future employment with the Employer.
The Employee further acknowledges that the Employee is not and shall not be
entitled to any payments, benefits or other obligations from the Released
Parties whatsoever (except as expressly set forth in this Agreement).


15.       Miscellaneous. This Agreement
contains the entire understanding between the parties. This Agreement
supersedes any and all previous agreements and plans, whether written or oral,
between the Employee and the Employer. There are no other representations,
agreements or understandings, oral or written, between the parties relating to
the subject matter of this Agreement. No amendment to or modification of this
Agreement shall be valid unless made in writing and executed by the parties
hereto subsequent to the date of this Agreement. This Agreement shall be enforced
in accordance with the laws of the State of New Jersey, and the parties agree
that any litigation to enforce this Agreement will take place in New Jersey.
This Agreement may be executed in several counterparts, and all counterparts so
executed shall constitute one Agreement, binding upon the parties hereto.


16.       Severability. If any term,
provision or part of this Agreement shall be determined to be in conflict with
any applicable federal, state or other governmental law or regulation, or
otherwise shall be invalid or unlawful, such term, provision or part shall
continue in effect to the extent permitted by such law or regulation. Such
invalidity, unenforceability or unlawfulness shall not affect or impair any
other terms, provisions 



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and
parts of this Agreement not in conflict, invalid or unlawful, and such terms,
provisions and parts shall continue in full force and effect and remain binding
upon the parties hereto.


THE
EMPLOYEE STATES THAT THE EMPLOYEE HAS CAREFULLY READ THIS AGREEMENT PRIOR TO
SIGNING IT, THAT THE AGREEMENT HAS BEEN FULLY EXPLAINED TO THE EMPLOYEE PRIOR
TO SIGNING IT, THAT THE EMPLOYEE HAS HAD THE OPPORTUNITY TO HAVE IT REVIEWED BY
AN ATTORNEY AND THAT THE EMPLOYEE UNDERSTANDS THE AGREEMENT’S FINAL AND BINDING
EFFECT PRIOR TO SIGNING IT, AND THAT THE EMPLOYEE IS SIGNING THE RELEASE
VOLUNTARILY WITH THE FULL INTENTION OF COMPROMISING, SETTLING, AND RELEASING
THE COMPANY AS STATED IN THIS AGREEMENT.


	
  The Children’s Place
  Services Company, LLC

  	
   

  	
  Steven Balasiano

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ [Illegible]

  	
   

  	
   

  	
  /s/ Steven
  Balasiano

  	
   

  	
   

  
	
   

  	
   

  	
  (signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  7/9/07

  	
   

  	
   

  	
  Dated:

  	
  July 9, 2007

  	
   

  	
   

  
									



 



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