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