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
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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
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.
[SIGNATURE PAGES FOLLOW]
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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
/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