Exhibit 10.34
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of January 22, 2004 between Neal Goldberg
("Executive") and THE CHILDREN'S PLACE RETAIL STORES, INC., a Delaware
corporation ("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 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 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.
1
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 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 HIM IN THE PERFORMANCE OF HIS
DUTIES UNDER THIS AGREEMENT UPON HIS PRESENTATION, NOT LESS FREQUENTLY THAN
MONTHLY, OF SIGNED, ITEMIZED ACCOUNTS OF SUCH