EXHIBIT 10.7
AMENDED AND RESTATED EMPLOYMENT AGREEMENT DATED MAY 12,
2006 WITH NEAL GOLDBERG.
EXHIBIT 10.7
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of May 12, 2006 between Neal
Goldberg ("Executive") and THE CHILDREN'S PLACE RETAIL STORES, INC., a Delaware
corporation ("Employer").
W I T N E S S E T H:
WHEREAS, Employer and Executive are parties to a certain Employment Agreement
dated January 22, 2004, as amended by letter dated May 17, 2005 (the "Prior
Agreement"); and
WHEREAS, Executive and Employer desire to amend and restate the Prior Agreement
as set forth herein;
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.
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SECTION 2
EMPLOYMENT PERIOD
2.01.
THE TERM OF EXECUTIVE'S EMPLOYMENT UNDER THIS
AGREEMENT SHALL BE EFFECTIVE AS OF MAY 12, 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 BE EMPLOYED AS PRESIDENT OF EMPLOYER, (B) SHALL SERVE AS A MEMBER OF
THE EXECUTIVE MANAGEMENT COMMITTEE OF EMPLOYER, (C) 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 (EMPLOYER AND
SUCH ENTITIES BEING REFERRED TO COLLECTIVELY AS THE "COMPANY"), AND (D) 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 (A) ENGAGE IN PERSONAL INVESTMENT
ACTIVITIES FOR HIMSELF AND HIS 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 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
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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