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 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
17
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.
Senior Vice President, General Counsel
and Chief Administrative Officer
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
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
18
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 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