Exhibit 10.5


EMPLOYMENT AGREEMENT


EMPLOYMENT AGREEMENT, dated as of          
day of July, 2006 between Tara Poseley (“Executive”) and THE CHILDREN’S PLACE
SERVICES COMPANY, LLC, a Delaware limited liability company (“Employer”).


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
term of Executive’s employment under this Agreement shall be effective as of
September 18, 2006 (“Effective Date”) and shall continue until termination of
Executive’s employment in accordance with the provisions of Section 5. The
period of Executive’s employment by Employer shall be referred to as the
“Employment Period” and the date of Executive’s termination of employment with
the Employer shall be referred to as the “Termination Date.”


SECTION 3


DUTIES


3.01.        Generally.       During the Employment Period,
Executive (a) shall serve as President of Disney Store North America, (b) shall
serve as a member of the Executive



 1
 









Management Committee of Employer, (c) shall devote all
of her business time and attention to the business and affairs of Employer and
other enterprises controlled by, or under common control with, Employer
(Employer and such entities being referred to collectively as the “Company”),
and (d) shall use her best efforts, skills and abilities in the diligent and
faithful performance of her duties and responsibilities hereunder. Notwithstanding
the foregoing, Executive shall have the right to (a) engage in personal
investment activities for herself and her family and (b) engage in charitable
and civic activities, provided the outside activities set forth in (a) and (b)
hereof do not interfere with Executive’s performance of her 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 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



 2
 









and Performance Bonus, all as more fully described on
Exhibit A, and the Incentive Compensation described in Section 4.06
(collectively, the “Compensation”).


4.02.        Other
Benefits.       Except as otherwise
provided herein, 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 her in the
performance of her duties under this Agreement upon her presentation, not less
frequently than monthly, of signed, itemized accounts of such expenditures all
in accordance with Employer’s policies and procedures as adopted and in effect
from time to time and applicable to its senior executives.


4.04.        Vacations.       Executive shall be entitled to four
(4) weeks vacation each twelve­-month period worked, which vacation will accrue
ratably over the course of such twelve-month period and 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 her duties under
this Agreement.



 3
 









4.05.        Relocation
Expenses.      Executive shall be
eligible to receive the Employer’s Tier 1 level relocation package which
includes the following: (a) Executive shall receive the net sum of $10,000 for
relocation incidentals, which sum shall be paid to Executive within thirty (30)
days of the Effective Date; (b) Employer shall provide housing in the Los
Angeles, California area to Executive and her family for the period of
September 18, 2006 through December 31, 2006; and (c) Employer shall pay the
costs of roundtrip airfare for either Executive or her family to travel from
Executive’s current residence and her principal place of business for each week
during the period of September 16, 2006 through December 31, 2006. In the event
Executive’s employment is terminated within one (1) year of the Effective Date
pursuant to Section 5.02 or Executive voluntarily resigns for any reason other
than Good Reason as that term is defined in Section 5.03, Executive shall pay
to Employer an amount equal to the total amount of relocation expenses paid on
behalf of Executive pursuant to this Section 4.05 within thirty (30) days of
termination.


4.06.        Incentive
Compensation.      Executive shall be
eligible to participate in the Company’s Long Term Compensation Program for its
senior executives. Executive shall be entitled to receive an award of 40,000
performance shares at target subject to execution of a performance stock award
agreement.



 4
 









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 thirty (30) days after the date
of such notice.


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, “Cause” means:


(a) 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


(b) 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


(c) 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



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(d) 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.        By
Executive for Good Reason.       Executive
may, at any time during the Employment Period by notice to the Employer,
terminate Executive’s employment under this Agreement “for Good Reason”
effective immediately. For the purposes of this Section 5.03, “Good Reason”
means:


(a)           a
relocation of Executive’s principal place of business to a location more than
sixty (60) miles from Employer’s current California-based office in Pasadena,
California.


(b)           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 Section 3.02; or


(c)           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; or


(d)           Employer’s
material breach of this Agreement which breach is not cured within ten (10)
business days after notice to Employer.


(e)           Ezra
Dabah no longer holds the position of Chief Executive Officer of Employer.


5.04.        Disability.
      If during the Employment Period,
Executive becomes incapable of fulfilling her 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



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at least 180 days during any period of twelve consecutive months
(“Disability”), Employer may, upon at least fifteen (15) days’ prior written
notice to Executive, 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 her 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 Sections 5.01, 5.03, or 8.01 at any time thereafter, Executive
shall be entitled to continuation of her Base Salary for a period of one (1)
year following such termination (“Severance Payment”), which Severance Payment
shall be paid to Executive in equal consecutive bi-weekly installments 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; provided,
however, that to the extent necessary to comply with the restriction of Section
409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (“Code”)
concerning payments to “specified employees,” in no event shall any portion of
the Severance Payment be made earlier than the first business day of the
seventh month following Executive’s Termination Date (“Delayed Payment Date”).
Executive shall be a “specified employee” for the 12-month period beginning on
the first day of the fourth month following each “Identification Date” if
Executive is a “key employee” (as defined in Section 416(i) of the Code without
regard to Section 416(i)(5) thereof) of Employer at any time during the
12-month period ending on the



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Identification Date. For purposes of this Agreement, the Identification
Date shall be December 31. Receipt of the Severance Payment shall be subject to
execution of a separation agreement and general release (the terms of which
shall be consistent with this Agreement) in a form reasonably satisfactory to
Employer.


6.02.        No
Other Termination Compensation.       Executive shall not be entitled to any
benefit or compensation following termination of her 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 her duties and obligations
under this Agreement shall be in the Los Angeles, California area, which
includes Pasadena, California. For so long as Employer’s California-based
offices are located in the Los Angeles area, Executive’s principal place of
business shall be located at such office.


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 her 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 options or
restricted shares, if any, previously granted to Executive, excluding any
equity-based compensation granted to Executive pursuant to any long term
compensation program which shall be governed by the terms of such long term
compensation program, 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:


(a)           The
sale to any purchaser of (i) all or substantially all of the assets of the
Employer or (ii) 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


(b)           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


(c)           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



 9















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


(d)           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.


SECTION 9


NON-SOLICITATION, USE OF NAME,


AND CONFIDENTIAL INFORMATION


9.01.        Non-Solicitation;
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:


(a)           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



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(b)           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


(c)           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.


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 her employment hereunder, use or disclose such Confidential
Information, except to authorized representatives of the Company or as required
in the performance of her 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 her employment terminates. Executive shall not be required to
keep confidential any information, which is or becomes publicly available or is
already in her possession (unless obtained from the Company). Further,



 11
 









Executive shall be free to use and employ her 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 she
applies such information without disclosure or use of any Confidential
Information. Executive hereby acknowledges that her 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
she 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 her during her employment by the
Company and for a period of six (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 an exclusive
basis, all of her 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 her recognition of the Company’s absolute ownership of all Work
Product, Executive agrees that she shall (i) not



 12
 









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, she hereby
appoints any of the Company’s officers as her attorney-in-fact to execute such
documents on her 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 her 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 her
interest in the Work Product as set forth in this Agreement; and (iv) she has
not brought and will not bring to her 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 she has
a right to use for the purpose for which it shall be used, in her 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



 13
 









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 her
agreement to comply with and/or agree to such obligations, restrictions and
remedies, the Company would not have entered into this Agreement or employed
her. 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 her against the Company under this Agreement or otherwise will not
excuse her breach of any of her 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 she is sophisticated in
business, and that the restrictions and remedies set forth in this Section 9 do
not create an undue hardship on her and will not prevent her from earning a
livelihood. She further acknowledges that she has had a sufficient period of
time within which to review this Agreement, including this Section 9, with an
attorney of her choice and she has done so to the extent she 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 she and the Company intend that such restrictions and
remedies shall be enforceable to the fullest extent permissible by law.
Executive



 14
 









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.        Mutual
Non-Disparagement.       Neither Executive nor senior executives of
Employer will make or authorize any public statement disparaging the other in
its or her business interests and affairs. Notwithstanding the foregoing,
neither party shall be (a) required to make any statement that it or she
believes to be false or inaccurate, or (b) 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 her possession 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,



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Executive shall not be entitled to any Termination Compensation,
including any Termination Compensation made to her 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.

  
	
   

  	
   

  	
  Senior Vice
  President, General Counsel

  
	
   

  	
   

  	
  and Chief
  Administrative Officer

  
	
   

  	
   

  	
  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:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tara Poseley

  
	
   

  	
   

  	
  The Children’s
  Place Services Company, LLC

  
	
   

  	
   

  	
  443 South
  Raymond Avenue 

  
	
   

  	
   

  	
  Pasadena, CA
  91105

  



 


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.



 17
 









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 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.


[The remainder of this
page is intentionally left blank.]



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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, including without limitation
the Prior Agreement.


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


	
   

  	
   

  	
  THE CHILDREN’S PLACE SERVICES COMPANY, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  EZRA DABAH

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  TARA POSELEY

  



 



 19
 









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 Performance Period (as defined in the Annual Management Incentive Bonus
Plan (“Bonus Plan”)), Executive shall be entitled to receive a Performance
Bonus in accordance with, and subject to, the Bonus Plan. The amount of the
Performance Bonus for each Performance Goal (as defined by the Annual
Management Incentive Plan) will be subject to approval by the Compensation
Committee but, in no event shall be less than, the product of (a) Executive’s
annual Base Salary, times (b) a percentage equal to or greater than 50%, times
(c) the Bonus Percentage (which shall mean, for each Performance Period, a
percentage for such period that is determined in accordance with Section 5 of
the Bonus Plan).


3.             Guaranteed Performance Bonus:


(a)       Executive’s Performance Bonus for the 2006
Performance Period shall be based on a six-month period. Executive shall be
guaranteed a minimum Performance Bonus in the amount of $156,250 for the 2006
Performance Bonus, which amount shall be paid in February 2007. The parties
acknowledge that the maximum Performance Bonus that Executive may receive for
the 2006 Performance Period shall be $312,500.


(b)       Executive shall be guaranteed a minimum
Performance Bonus in the amount of $312,500 for the 2007 Performance Period,
which amount shall be paid as follows: $156,250



 20
 









shall be paid in August 2007 and the remainder of the 2007 Performance
Bonus, which includes the guaranteed amount of $156,250 plus any additional
amount to be paid in accordance with the Bonus Plan, shall be paid in March
2008. The parties acknowledge that the maximum Performance Bonus that Executive
may receive for the 2007 Performance Period shall be the product of (i)
Executive’s annual Base Salary, times (ii) 50%, times (iii) the Bonus
Percentage and shall be subject to, and in accordance with, the Bonus Plan.



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THE CHILDREN’S

PLACE


February 27, 2007


Tara Poseley

Disney Store North America

443 N. Raymond Avenue

Pasadena, California 91105


Dear Tara:


This letter set forth the terms of our agreement modifying your
Employment Agreement dated July 28, 2006 (the “Agreement”). Capitalized terms
not otherwise defined herein shall have the meanings ascribed to them under the
Agreement.


With respect to Section 4.05 of the Agreement, the parties agree that
the Employer shall continue to provide housing in the Los Angeles, California
area to you and your family for the period of January 1, 2007 through May 31,
2007 (“Additional Housing Allowance”), and that the total amount for the
Additional Housing Allowance, including the tax gross up, shall not exceed
Seventy-Five Thousand Dollars ($75,000). The parties acknowledge and agree
that, in the event your employment is terminated for the reasons set forth in
Section 4.05 of the Agreement, the total relocation expenses that you shall pay
to the Employer within thirty (30) days of your termination shall include the
Additional Housing Allowance.


Except as modified by this letter, all other terms of the Agreement
shall remain in full force and effect.


If the foregoing accurately sets forth the terms of our agreement,
please return the signed letter to my attention at your earliest convenience.


Sincerely,


	
  /s/ Sue Riley

  	
   

  	
   

  
	
  Sue Riley

  	
   

  
	
  Executive Vice President

  	
   

  
	
   

  	
   

  
	
  Agreed and accepted on this

  27 day of February, 2007

  	
   

  
	
   

  	
   

  
	
  /s/ Tara Poseley

  	
   

  	
   

  
	
  Tara Poseley