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
1
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