UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
report (Date of earliest event reported):
December
6, 2007
THE
CHILDREN’S PLACE RETAIL STORES, INC.
(Exact
Name of Registrants as Specified in Their Charters)
Delaware
(State
or
Other Jurisdiction of
Incorporation)
|
0-23071
|
31-1241495
|
|
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
|
|
915
Secaucus Road, Secaucus, New
Jersey
|
07094
|
|
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
(201)
558-2400
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
(c)
As
previously reported in the Company’s Form 8-K filed with the Securities and
Exchange Commission (the “Commission”)
on
November 21, 2007, Richard Paradise, 45 (previously the Company’s Senior Vice
President, Finance) became the Company’s Chief Financial Officer and principal
accounting officer effective December 6, 2007. Mr. Paradise’s annual base salary
is $360,000 and based on the Company’s performance to profit goals his targeted
bonus is 40% of his base salary. In addition to benefits that are generally
available to all of the Company’s employees, Mr. Paradise’s offer letter
provides that in the event he terminates his employment for good reason, his
employment is terminated without cause, or he terminates his employment within
one year after the occurrence of a change in control, the Company will pay
him
an amount equal to six months of his base salary, less applicable taxes.
In
addition on December 10, 2007, Mr. Paradise was granted a deferred stock award
of 20,000 shares of the Company’s common stock under the Company’s amended and
restated 2005 Equity Incentive Plan (the “2005
Plan”).
Twenty five percent of the shares will vest on each of the first four
anniversaries of date of grant, subject
to accelerated vesting upon his termination of employment.
Mr.
Paradise is also participating in the Company’s new long-term equity incentive
program and has executed a change in control agreement both of which are
described in more detail below.
Mr.
Paradise joins the Company with more than 20 years of finance experience. He
most recently served at American Standard Companies, Inc. as Vice President
and
Chief Financial Officer of the Bath & Kitchen division from 2005 to 2007,
and prior to that as Corporate Vice President & Controller from 2002 to
2005. Previously, Mr. Paradise held a number of senior financial positions
with
AlliedSignal Inc. (currently Honeywell International Inc.) including Director
of
Six Sigma and Credit & Collections; Manager of Financial Business Services;
and Manager of Internal Reporting for EMS, a division of AlliedSignal. He began
his career as an auditor with Price Waterhouse. Mr. Paradise earned his Bachelor
of Arts from Rutgers College, holds an MBA from Rutgers Graduate School of
Management, and is a Certified Public Accountant.
A
copy of
Mr. Paradise’s offer letter, dated October 19, 2007, is attached hereto as
Exhibit 99.1
(e)
As
discussed in the Company’s annual report on Form 10-K for the year ended
February 3, 2007, because the Company has not been current in its SEC filings
since September 2006, its ability to effectively address compensation matters
impacting its executive officers and other key employees has been adversely
affected. In particular, the Company has not made its customary annual equity
compensation grants since the spring of 2005. In addition, over the past year
the Company has faced several additional challenges that have impacted its
ability to retain and motivate its employees.
Accordingly,
the Board has recently approved a comprehensive strategy to address the
retention and appropriate compensation of the Company’s executive officers and
other key employees, other than the Company’s interim Chief Executive Officer.
Based on recommendations from Frederick W. Cook & Co., Inc., a
nationally recognized compensation consulting firm, and management,
the Board’s compensation committee (the “Compensation
Committee”)
recommended certain compensation arrangements designed to retain the Company’s
executive officers and other key employees, as well as to address our objective
of maintaining competitive compensation programs. As part of this comprehensive
strategy, the Board recently adopted several new compensation arrangements
for
the Company’s executive officers and other key employees. Those arrangements in
which our executive officers are participating are described below.
2
Cash
Retention
The
Board
has adopted a cash retention incentive award for the Company’s named executive
officers, other than its interim Chief Executive Officer (the “Cash
Retention Incentive Award”).
The
award is contingent upon the executive’s continued employment through June 30,
2008, unless such executive’s employment is terminated in connection with a
change in control. Pursuant to the Cash Retention Incentive Award, Neal Goldberg
shall receive $357,500, Tara Poseley shall receive $322,500, Susan Riley shall
receive $262,500, Richard Flaks shall receive $245,250 and Mark Rose shall
receive $218,000.
Long-Term
Equity Incentive Program
The
Company’s current long-term equity incentive program expires at the end fiscal
2007 and the Company currently expects that the minimum earnings per share
level
in fiscal 2007 will not be met and that no performance shares will be issued
in
connection with previous awards under the performance share program. The Board
has adopted a new long term equity incentive program for the Company’s executive
officers and certain other key employees (the “2008
LTIP”).
Pursuant to the 2008 LTIP, on December 10, 2007, the executive officers received
an equal number of deferred stock awards and performance share awards to be
issued pursuant to the terms of the 2005 Plan.
Deferred
Stock Award
The
deferred stock awards shall vest one-third on December 10, 2008, December 10,
2009 and December 10, 2010, respectively. So long as the executive officer
continues to be employed, the vested shares will be delivered to the executive
officer on each vesting date, subject to income tax withholding. In addition,
in
the event the awards are not assumed in connection with a change in control,
50%
of the outstanding awards will vest if the change in control occurs by December
10, 2008, 75% would vest if the change in control occurs between December 10,
2008 and June 10, 2009 and 100% would vest if the change in control occurs
after
June 10, 2009. The deferred stock award shall be evidenced by an agreement
executed by the Company and by each of the executive officers. A form of such
agreement is attached hereto as Exhibit 99.2.
Performance
Share Award
Pursuant
to Section 16 of the 2005 Plan, the Compensation Committee shall determine
the
performance criteria for the performance share awards no later than 90 days
after the beginning of the Company’s 2008 fiscal year. Performance criteria will
be set for each of fiscal years 2008, 2009 and 2010, and for the three-year
cycle as a whole.
At
the
end of each fiscal year, the Compensation Committee will measure actual results
against the stated criteria for that fiscal year (at the end of FY 2008, year
one performance would be evaluated; at the end of FY 2009, year two performance
would be evaluated, etc.). For each fiscal year, up to one-third of the target
award may be deemed earned and “banked” for payment at the end of the three-year
cycle. If actual performance in any fiscal year would generate a payment in
excess of one-third of the target awards, the excess number of shares will
be
set aside and only paid at the end of the three-year cycle if the threshold
performance for the entire three-year cycle is achieved. In addition, if the
award does not continue after a change in control, a pro rata portion of the
awards that have not previously vested will vest upon such change of
control.
3
The
maximum number of shares that any individual shall receive is 200% of such
individual’s target award. The performance share awards shall be evidenced by an
agreement executed by the Company and by each of the executive officers. A
form
of such agreement is attached hereto as Exhibit 99.3.
Pursuant
to the 2008 LTIP the Company’s following executive officers shall receive the
number of deferred stock awards and performance share awards listed in the
following table.
|
Name
|
Number
of
Shares
of
Deferred
Stock
|
Target
Number of
Performance
Shares
|
||
|
Neal
Goldberg
|
35,709
|
35,708
|
||
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Tara
Poseley
|
32,213
|
32,212
|
||
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Susan
Riley
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26,220
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26,219
|
||
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Richard
Flaks
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16,331
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16,331
|
||
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Mark
Rose
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14,517
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14,516
|
||
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Richard
Paradise
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11,986
|
11,986
|
Change
in Control Arrangements
The
Board
approved that the Company enter into change the Company’s in control agreements with the
Company’s executive officers and other key employees, other than the Company’s
interim Chief Executive Officer and President. Pursuant to these change in
control agreements, the executive officers shall receive severance benefits
upon
a termination without cause or by the executive for good reason within two
years
following a change in control (the separation after a change in control a
“Triggering
Event”).
The
agreements are for two years and then automatically renews for one year terms
thereafter, unless the Company provides 90 days’ notice of its intent to
terminate the agreement. Upon a Triggering Event, Ms. Poseley and Ms. Riley
are
entitled to receive a lump sum severance payment equal to two times the sum
of
their respective base salary and target bonus, and Mr. Flaks, Mr. Rose and
Mr.
Paradise are entitled to receive a lump sum severance payment equal to one
and
one-half times the sum of their respective base salary and target bonus. In
addition, in the event severance benefits are payable, and the equity awards
held by an individual are not otherwise accelerated, then 50% of all outstanding
equity awards would vest, if the change in control occurs by December 10, 2008,
75% would vest if the change in control occurs between December 10, 2008 and
June 10, 2009 and 100% would vest if the change in control occurs after June
10,
2009. The Company agreements also provide for a "modified gross-up" of the
"golden parachute" excise tax imposed by Section 4999 of the Internal Revenue
Code, pursuant to which the executive's benefits will be "cut back' to $1 below
the golden parachute threshold if payments contingent upon the change in control
are not at least 15% higher than the threshold that triggers the excise tax,
and
otherwise the excise tax (if any) will be grossed-up such that the executive's
after-tax position will be the same as if the excise tax did not
apply.
4
As
partial consideration of entering into the change in control agreement, Ms.
Poseley agreed to amend her employment agreement to remove the provision that
states that Ezra Dabah ceasing to hold the position of Chief Executive Officer
(“CEO”) of the Company constitutes “good reason” for her to terminate her
employment and that such provision was not triggered when Mr. Dabah resigned
as
CEO in September. In addition, Ms. Poseley and Ms. Riley each agreed to amend
their employment agreements to remove the change in control provision in each
of
their employment agreements. A form of the change in control agreement is
attached hereto as Exhibit 99.4.
Equity
Award Commitments
The
Compensation Committee granted equity awards that the Company previously
promised to certain key employees in connection with their hiring or promotion,
including 33,294 shares of restricted stock promised to Charles Crovitz in
connection with his being appointed interim Chief Executive Officer, 15,000
shares of restricted stock promised to Ms. Riley in connection with her
promotion to Executive Vice President in the spring of 2007 and a deferred
stock
award of 20,000 shares to Mr. Paradise in connection with his hiring. All of
these grants of equity shall be evidenced by an agreement executed by the
Company and by each of the executive officers.
Item
7.01 Regulation
FD Disclosure
On
December 5, 2007, the Company issued a press release containing its sales
results for
the
four-week period ended December 1, 2007.
A
copy of
this press release is included as Exhibit 99.5 hereto.
Item
9.01 Financial
Statement and Exhibits.
(d) Exhibits.
|
Offer
Letter, dated October 19, 2007, with Richard Paradise
|
|||
|
Exhibit
99.2
|
Form
of Deferred Stock Award Agreement
|
||
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Exhibit
99.3
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Form
of Performance Share Award Agreement
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||
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Form
of Change in Control Agreement
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|||
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Exhibit
99.5
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Press
Release dated December 5, 2007 (regarding sales
results).
|
5
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
December 12, 2007
| THE CHILDREN’S PLACE RETAIL STORES, INC. | ||
| |
|
|
| By: | /s/ Susan Riley | |
|
Name: Susan Riley |
||
|
Title: Executive
Vice President,
Finance and Administration
|
||
October
19, 2007
Richard
Paradise
8
Petti
Lane
Edison,
NJ 08820
Dear
Richard:
On
behalf
of The Children’s Place it is my pleasure to confirm our offer of employment for
the position, Senior Vice President, Finance reporting to Susan Riley, Executive
Vice President, Finance & Administration. Your offer of employment is
contingent upon the successful completion of your background check. Details
of
our offer are as follows:
| · |
COMMENCEMENT
OF EMPLOYMENT: November
19, 2007
|
| · |
ANNUAL
BASE SALARY: $360,000
|
| · |
401(k)
PLAN: Following 90 days of service, you will be eligible to participate
in
The Children’s Place 401(k) Savings Plan.
|
| · |
OTHER
BENEFITS: You will be eligible for other benefits (short term disability,
long term disability, health and life insurance, and employee stock
purchase plan) available to other associates at your
level.
|
| · |
PAID
TIME OFF: You
will be entitled to 29 days of Paid Time Off (PTO) each fiscal year
(February through January). You may not carry over PTO days from year
to
year. The number of days you are entitled to receive during the current
fiscal year will be prorated based on your hire
date.
|
| · |
BONUS:
You
will be eligible to participate in our annual management incentive
bonus
plan (the “Bonus Plan”). Your bonus is based on a combination of company
and individual performance. Your target
bonus will be 40% of your annual salary. Your actual bonus may be from
0%
to 200% of your target bonus based upon actual performance.
Your bonus for fiscal 2007 will be paid at target, regardless of
performance, and prorated based on your hire date.
|
| · |
OTHER
COMPENSATION: As soon as practicable after the Company becomes current
in
its filings with the Securities and Exchange Commission, we will recommend
the grant of 20,000 restricted stock units of the Company’s common stock
vesting one fourth on each anniversary date of the grant until fully
vested, subject to the terms and conditions of the Company’s Amended and
Restated 2005 Equity Incentive Plan. The previous sentence
notwithstanding, such restricted stock units shall vest immediately
if you
are terminated by the company for any reason other than Cause. The
grant
date for the award shall be determined by the Compensation Committee
or
its delegate in accordance with the Company’s Policy Regarding Awards of
Equity- Based Incentives to Executive Officers and Other
Employees.
|
| · |
CONFIDENTIALITY:
During your employment and thereafter, you shall not, without the prior
written consent of the Company, disclose to anyone Confidential
Information. “Confidential Information” shall include, without limitation,
all information that is not known or available to the public concerning
the business of the Company or any subsidiary relating to any of their
products, product development, trade secrets, customers, suppliers,
finances, and business plans and
strategies.
|
| · |
SEVERANCE:
In
the event that you resign your employment for “Good Reason," your
employment is terminated for any reason other than “Cause,” or you
terminate your employment within one (1) year after the occurrence
of a
"change in control" (other than in circumstances where the Company
could
terminate your employment for cause), the Company will pay you an amount
equal to six (6) months of your base salary, less applicable payroll
deductions. Your payment will be paid on a bi-weekly basis pursuant
to the
Company’s regular payroll practices. Receipt of the Company’s payment is
conditioned on execution of the Company’s Severance Agreement and General
Release of All Claims.
|
“Cause”
means (1) your failure to perform your material duties which you failed to
remedy within ten (10) business days after notice to you; (2) any conduct,
action or behavior that has or may reasonably be viewed to have a material
adverse effect on the reputation or interests of the Company or its’ affiliates;
(3) the commission of an act involving moral turpitude, dishonesty, fraud or
the
engagement in any other willful or intentional misconduct, whether or not in
connection with your employment; or for an act constituting a felony under
the
laws of the United States or any state of political subdivision thereof. “Good
Reason” shall mean: (1) a reduction or adverse change in reporting
structure/lines, title, duties or authority; or (2) a relocation of the
Company’s headquarters more than 60 miles from Secaucus, New Jersey; and (3)
Company’s breach of the terms of this Agreement which breach is not cured within
ten (10) days after notice to the Company. "Change in control" shall mean
“Change in Control” means the occurrence during your employment of any of the
following events: (1) the sale to any purchaser of (A) all or substantially
all
of the assets of the Company or (B) capital stock representing more than 50%
of
the stock of the Company entitled to vote generally in the election of directors
of Employer; (2) the merger or consolidation of the Company with another
corporation if, immediately after such merger or consolidation, less than a
majority of the combined voting power of the then-outstanding securities
entitled to vote generally in the election of directors of the surviving or
resulting corporation in such merger or consolidation is held, directly or
indirectly, in the aggregate by the holders immediately prior to such
transaction of the outstanding securities of the Company; (3) there is a report
filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form, or
report or item therein), each promulgated pursuant to the Exchange Act,
disclosing that any person (as the term “person” is used in Section 13(d)(3) or
Section 14(d) (2) of the Exchange Act) has become the beneficial owner (as
the
term “beneficial owner” is defined under Rule 13d-3 or any successor rule or
regulation promulgated under the Exchange Act) of securities representing 50%
or
more of the combined voting power of the voting stock of the Company entitled
to
vote generally in the election of directors; or (4) Employer files a report
or
proxy statement with the Securities and Exchange Commission pursuant to the
Exchange Act disclosing in response to Form 8-K or Schedule 14A (or any
successor schedule, form, or report or item therein) that a change in control
of
the Company has occurred.
| · |
NO
SOLICITATION: In the event that you separate from the Company, you
agree
not to directly or indirectly hire, or give cause or assistance to
a third
party to hire any employee of The Children’s Place or any Subsidiary for a
period of 24 months following said
separation.
|
Unless
specifically stated in this letter, all terms and conditions of your employment
are as provided by the policies and practices of The Children’s
Place.
This
offer of employment is not to be construed as an employment contract, expressed
or implied, and it is specifically understood that your employment is at-will
(this means that either you or the Company may terminate your employment at
any
time with or without cause) and further that there is no intent on the part
of
The Children’s Place or yourself, for continued employment of any specified
period of time.
Please
sign two copies provided in the space indicated on this letter to denote your
acceptance of the offer outlined above and return one fully executed copy in
the
envelope provided.
Richard,
please give this offer your utmost consideration. We look forward to your
joining The Children’s Place team. We are confident that you will make a strong
contribution to the continued growth and success of The Children’s
Place.
Should
you have any questions concerning the specifics of our offer to you, or the
benefit programs, please do not hesitate to call.
Sincerely,
Linda Martin
Senior
Vice President, Human Resources
Agreed
and Accepted:
Richard
Paradise Date
FORM
OF DEFERRED STOCK AWARD AGREEMENT - EXECUTIVES
(2008
LONG-TERM INCENTIVE PROGRAM)
THE
CHILDREN’S PLACE RETAIL STORES, INC.
This
Deferred Stock Award Agreement (the “Agreement”), effective as of December 10,
2007 (the “Award Date”), is entered into between The Children’s Place Retail
Stores, Inc., a Delaware corporation (the “Company”), and _____________ (the
“Awardee”).
WHEREAS,
the Company desires to provide the Awardee an incentive to participate in the
success and growth of the Company through the opportunity to earn a proprietary
interest in the Company; and
WHEREAS,
to give effect to the foregoing intentions, the Company desires to grant the
Awardee an award of Deferred Stock with respect to the Company’s common stock,
par value $.10
per
share (the “Common Stock”) pursuant to the Amended and Restated 2005 Equity
Incentive Plan of The Children’s Place Retail Stores, Inc. (the
“Plan”);
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the parties hereto agree as
follows:
1. Award.
Subject
to Section 2 hereof, the Company shall deliver to the Awardee ________________
shares of Common Stock, subject to the Awardee's continued employment with
the
Company or a Subsidiary through the applicable delivery date: one-third of
the
Deferred Shares on the first anniversary of the Award Date; one-third of the
Deferred Shares on the second anniversary of the Award Date; and one-third
of
the Deferred Shares on the third anniversary of the Award Date. Notwithstanding
the foregoing, all of the Deferred Stock shall vest (and the Common Stock shall
be deliverable) upon the death or Disability of the Awardee while in the employ
of the Company. Capitalized terms used but not otherwise defined in this
Agreement shall have the meanings as set forth in the Plan.
2. Change
in Control.
In the
event that a Change in Control occurs before the Awardee’s employment with the
Company and its Subsidiaries terminates and the Company's obligations hereunder
are not assumed by the purchaser or the surviving company (as the case may
be),
Deferred Shares shall vest and become payable as follows: (a) if the Change
in
Control occurs on or before the first anniversary of the Award Date, 50% of
the
Deferred Shares shall vest; (b) if the Change in Control occurs after the first
anniversary of the Award Date and on or before the 18-month anniversary of
the
Award Date, 62.5% of Deferred Shares that had not previously vested shall vest
(i.e.,
such
that a total of 75% of all of the Deferred Shares, including those that vested
on the first anniversary of the Award Date, shall have vested); and (c)if the
Change in Control occurs after the 18-month anniversary, all Deferred Shares
that had not previously vested shall vest. To the extent the previous sentence
applies, any Deferred Shares that do not vest shall be forfeited. In each case
in which Deferred Shares vest pursuant to this Section 2, the underlying Common
Stock shall be delivered upon the date the Change in Control
occurs.
3. Transfer
Restrictions.
Prior
to delivery of any Common Stock with respect to the Deferred Shares, the Awardee
shall not be deemed to have any ownership or shareholder rights (including
without limitation dividend and voting rights) with respect to such shares,
nor
may the Awardee sell, assign, pledge or otherwise transfer (voluntarily or
involuntarily) any of the Deferred Shares prior to delivery thereof.
4. Adjustment
of Shares.
Notwithstanding anything contained herein to the contrary, in the event of
any
change in Common Stock resulting from a corporate transaction including, but
not
limited to, a subdivision or consolidation, reorganization, recapitalization,
merger, share split, reverse share split, share distribution, combination of
shares or the payment of a share dividend, the Deferred Shares shall be treated
in the same manner in any such transaction as other Common Stock.
5. Government
Regulations.
Notwithstanding anything contained herein to the contrary, the Company’s
obligation to issue or deliver certificates evidencing the Deferred Shares
shall
be subject to the terms of all applicable laws, rules and regulations and to
such approvals by any governmental agencies or national securities exchanges
as
may be required; provided that the Company shall use commercially reasonable
best efforts to ensure that the terms of all applicable laws, rules and
regulations and approvals by any governmental agencies or national securities
exchanges as may be required are timely satisfied or obtained, as
applicable.
6. Withholding
Taxes.
The
Company shall have the right to require the Awardee to remit to the Company,
or
to withhold from amounts payable to the Awardee, as compensation or otherwise,
an amount sufficient to satisfy all federal, state and local withholding tax
requirements.
7. Awardee
Representations.
The
Awardee has reviewed with his own tax advisors the federal, state, local and
foreign tax consequences of the transactions contemplated by this Agreement.
The
Awardee is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents, if any, made to the
Awardee. The Awardee understands that the Awardee (and not the Company) shall
be
responsible for the Awardee’s own tax liability arising as a result of the
transactions contemplated by this Agreement.
8. Employment.
Neither
this Agreement nor any action taken hereunder shall be construed as giving
the
Awardee any right of continuing employment by the Company.
9. Notices.
Notices
or communications to be made hereunder shall be in writing and shall be
delivered in person, by registered mail, by confirmed facsimile or by a
reputable overnight courier service to the Company at its principal office
or to
the Awardee at his address contained in the records of the Company.
10. Governing
Law.
This
Agreement shall be construed under the laws of the State of Delaware, without
regard to conflict of laws principles.
2
11. Entire
Agreement.
This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings relating to the subject matter of this Agreement. Notwithstanding
the foregoing, this Agreement and the Award made hereby shall be subject to
the
terms of the Plan. In the event of a conflict between this Agreement and the
terms of the Plan (other than 15(iii) of the Plan), the Plan shall
control.
12. Binding
Effect.
This
Agreement shall be binding upon and inure to the benefit of the Company and
the
Awardee and their respective permitted successors, assigns, heirs, beneficiaries
and representatives. This Agreement is personal to the Awardee and may not
be
assigned by the Awardee without the prior consent of the Company. Any attempted
assignment in violation of this Section shall be null and void.
13. Amendment.
This
Agreement may be amended or modified only by a written instrument executed
by
both the Company and the Awardee.
14. Entire
Agreement.
This
Agreement contains the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and supercedes any prior
agreements or understandings between the parties hereto, whether written or
oral, with respect to subject matter hereto. To the extent that there is any
conflict between the terms and provisions of this Agreement and any other
agreement between the Awardee and the Company, the terms and provisions of
this
Agreement will control.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement or caused their duly authorized
officer to execute this Agreement as of the date first written
above.
| THE CHILDREN’S PLACE RETAIL STORES, INC. | ||
| |
|
|
| By: | ||
|
Name: Charles Crovitz |
||
| Title: Interim Chief Executive Officer | ||
| Date: __________________________ | ||
| AWARDEE | ||
| |
|
|
|
Name:
|
||
|
Date:
_____________________________
|
||
3
FORM
OF PERFORMANCE STOCK AWARD AGREEMENT
(2008
LONG-TERM INCENTIVE PROGRAM)
THE
CHILDREN’S PLACE RETAIL STORES, INC.
This
Performance Stock Award Agreement (the “Agreement”), effective as of the “Award
Date” set forth in the attached Exhibit
A,
is
entered into between The Children’s Place Retail Stores, Inc., a Delaware
corporation (the “Company”), and the individual identified
in Exhibit
A
(the
“Awardee”).
WHEREAS,
the Company desires to provide the Awardee an incentive to participate in the
success and growth of the Company through the opportunity to earn a proprietary
interest in the Company; and
WHEREAS,
to give effect to the foregoing intentions, the Company desires to grant the
Awardee a performance stock award of shares of the Company’s common stock, par
value $.10
per
share (the “Common Stock”) pursuant to the Amended and Restated 2005 Equity
Incentive Plan of The Children’s Place Retail Stores, Inc. (the
“Plan”);
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the parties hereto agree as
follows:
1. Award.
Subject
to Sections 2 and 3 hereof, the Company shall deliver to the Awardee the number
of shares of Common Stock determined in accordance with Exhibit A (the
“Performance Shares”) to the extent, if any, that performance targets
established by the Committee no later than April 30, 2008 and incorporated
into
Exhibit A are achieved. Subject
to the earlier delivery of such shares or any portion thereof required by
Section 2 or 3 or Exhibit A hereof and the Awardee's continued employment with
the Company or a Subsidiary (other than termination due to death or Disability),
the shares shall be delivered to the Awardee no later than 60 days after the
end
of the Company's 2010 fiscal year (the “Delivery Date”). Capitalized terms used
but not otherwise defined in this Agreement shall have the meanings as set
forth
in the Plan.
2. Termination
of Employment During Measurement Period.
If the
Awardee’s employment with the Company and its Subsidiaries terminates after the
beginning of the Company's 2008 fiscal year and before the end of the Company's
2010 fiscal year (the “Measurement Period”) due to the Awardee’s Disability or
death, the Awardee (or Awardee’s estate) shall be entitled to a prorated number
of the Performance
Shares, if any, that would otherwise have been earned in accordance with Exhibit
A had Awardee continued in the employment of the Company throughout the entire
Measurement Period, based
on
the ratio of the number of full calendar months the Awardee was employed during
the Measurement Period to the total number of calendar months in the Measurement
Period. Such prorated number of Performance Shares, if any, shall be delivered
to the Awardee (or Awardee’s estate) on the Delivery Date to the extent the
requisite performance targets have been achieved. If the Awardee’s employment
with the Company and its Subsidiaries terminates before the Delivery Date for
any reason other than due to the Awardee’s Disability or death, the Awardee
shall not be entitled to receive any Performance Shares. Notwithstanding
anything contained herein to the contrary, delivery of Performance Shares to
a
“specified employee” as defined in Section 409A(a)(2)(B) of the Code shall be
deferred until the first business day of the seventh month following such
employee’s separation from service with the Company to the extent earlier
delivery would cause a violation of Section 409A of the Code.
3. Change
in Control.
In the
event that a Change in Control occurs during the Measurement Period and before
the Awardee’s employment with the Company and Subsidiaries terminates and the
Company's obligations hereunder are not assumed by the purchaser or the
surviving company (as the case may be), the Awardee (or Awardee’s estate) shall
be entitled to receive (a) any Performance Shares that have vested pursuant
to
Exhibit A, and (b) a prorated number of the Target Number of Performance Shares
(other than Performance Shares with respect to which the vesting period has
ended) that the Awardee would be entitled to receive at the end of the
Measurement Period in accordance with Exhibit A, based on the ratio of the
number of full calendar months of the Measurement Period that have elapsed
as of
date of the Change of Control to the total number of calendar months in the
Measurement Period. In the event that a Change in Control occurs during the
Measurement Period but after the Awardee’s employment with the Company and its
Subsidiaries terminates, and the Awardee (or Awardee’s estate) may be entitled
to Performance Shares pursuant to Section 2 above, the Awardee (or Awardee’s
estate) shall be entitled to a prorated number of the Target Number of
Performance Shares, determined in accordance with Section 2. Delivery of any
Performance Shares pursuant to this Section 3 shall be upon the occurrence
of
the Change in Control. Notwithstanding the foregoing, to the extent the
Performance Shares are subject to Section 409A of the Code, payment shall be
made in connection with a Change in Control only if such Change in Control
also
qualifies as a "change
in
the ownership or effective control" of the Company or a "change in the ownership
of a substantial portion of the assets"
of the
Company, each as determined pursuant to Section 409A of the Code, and any
Performance Shares that cannot be delivered upon the occurrence of the Change
in
Control as a result of the application of this sentence shall instead be
delivered on the otherwise-applicable Delivery Date.
4. Transfer
Restrictions.
Prior
to delivery of any Performance Shares, the Awardee shall not be deemed to have
any ownership or shareholder rights (including without limitation dividend
and
voting rights) with respect to such shares, nor may the Awardee sell, assign,
pledge or otherwise transfer (voluntarily or involuntarily) any of the
Performance Shares prior to delivery thereof.
5. Adjustment
of Shares.
Notwithstanding anything contained herein to the contrary, in the event of
any
change in Common Stock resulting from a corporate transaction including, but
not
limited to, a subdivision or consolidation, reorganization, recapitalization,
merger, share split, reverse share split, share distribution, combination of
shares or the payment of a share dividend, the Performance Shares shall be
treated in the same manner in any such transaction as other Common
Stock.
2
6. Government
Regulations.
Notwithstanding anything contained herein to the contrary, the Company’s
obligation to issue or deliver certificates evidencing the Performance Shares
shall be subject to the terms of all applicable laws, rules and regulations
and
to such approvals by any governmental agencies or national securities exchanges
as may be required; provided that the Company shall use commercially reasonable
best efforts to ensure that the terms of all applicable laws, rules and
regulations and approvals by any governmental agencies or national securities
exchanges as may be required are timely satisfied or obtained, as
applicable.
7. Withholding
Taxes.
The
Company shall have the right to require the Awardee to remit to the Company,
or
to withhold from amounts payable to the Awardee, as compensation or otherwise,
an amount sufficient to satisfy all federal, state and local withholding tax
requirements.
8. Awardee
Representations.
The
Awardee has reviewed with his own tax advisors the federal, state, local and
foreign tax consequences of the transactions contemplated by this Agreement.
The
Awardee is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents, if any, made to the
Awardee. The Awardee understands that the Awardee (and not the Company) shall
be
responsible for the Awardee’s own tax liability arising as a result of the
transactions contemplated by this Agreement.
9. Employment.
Neither
this Agreement nor any action taken hereunder shall be construed as giving
the
Awardee any right of continuing employment by the Company.
10. Notices.
Notices
or communications to be made hereunder shall be in writing and shall be
delivered in person, by registered mail, by confirmed facsimile or by a
reputable overnight courier service to the Company at its principal office
or to
the Awardee at his address contained in the records of the Company.
11. Governing
Law.
This
Agreement shall be construed under the laws of the State of Delaware, without
regard to conflict of laws principles.
12. Entire
Agreement.
This
Agreement constitutes the entire agreement between the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings relating to the subject matter of this Agreement. Notwithstanding
the foregoing, this Agreement and the Award made hereby shall be subject to
the
terms of the Plan. In the event of a conflict between this Agreement and the
terms of the Plan, the Plan shall control.
13. Binding
Effect.
This
Agreement shall be binding upon and inure to the benefit of the Company and
the
Awardee and their respective permitted successors, assigns, heirs, beneficiaries
and representatives. This Agreement is personal to the Awardee and may not
be
assigned by the Awardee without the prior consent of the Company. Any attempted
assignment in violation of this Section shall be null and void.
3
14. Amendment.
This
Agreement may be amended or modified only by a written instrument executed
by
both the Company and the Awardee.
15. Entire
Agreement.
This
Agreement contains the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and supercedes any prior
agreements or understandings between the parties hereto, whether written or
oral, with respect to subject matter hereto. To the extent that there is any
conflict between the terms and provisions of this Agreement and any other
agreement between the Awardee and the Company, the terms and provisions of
this
Agreement will control.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement or caused their duly authorized
officer to execute this Agreement as of the date first written
above.
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THE
CHILDREN’S PLACE RETAIL STORES,
INC.
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| By: | ||
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Name:
Charles Crovitz
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Title:
Interim Chief Executive Officer
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Date:
__________________________
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AWARDEE
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Name:
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Date:
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4
EXHIBIT
A
| 1. |
(a). Awardee’s
Name:
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(b). Awardee’s
Social Security Number:
(c). Award
Date:
December
10, 2007
(d). Target Number
of Performance Shares Available to be earned:
_____________________
(e). Maximum Number
of Performance Shares Available to be earned:
_____________________
(f).
Measurement Period:
_____________________
(g). Performance
Requirements:
Subject
to the terms and conditions set forth in the Performance Stock Award Agreement,
the Performance Shares shall be earned to the extent set forth
below.
Fiscal
Year 2008:
[to
come]. To the extent this goal is achieved for such fiscal year, the number
of
Performance Shares that are earned and vest with respect to Fiscal Year 2008
shall be delivered to the Awardee on the Delivery Date (or, if earlier, upon
a
Change in Control).
Fiscal
Year 2009:
[to
come]. To the extent this goal is achieved for such fiscal year, the number
of
Performance Shares that are earned and vest with respect to Fiscal Year 2009
shall be delivered to the Awardee on the Delivery Date (or, if earlier, upon
a
Change in Control).
Fiscal
Year 2010:
[to
come]. To the extent this goal is achieved for such fiscal year, the number
of
Performance Shares that are earned and vest with respect to Fiscal Year 2010
shall be delivered to the Awardee on the Delivery Date (or, if earlier, upon
a
Change in Control).
5
CHANGE
IN CONTROL SEVERANCE AGREEMENT
THIS
CHANGE IN CONTROL SEVERANCE AGREEMENT (this "Agreement") is made and entered
into as of the ___ day of December, 2007 by and between The Children's Place
Retail Stores, Inc., a Delaware corporation (the "Company") and _________ (the
"Executive").
WHEREAS,
Executive has made or is expected to make a major contribution to the
profitability, growth and financial strength of the Company;
WHEREAS,
the Company considers the continued availability of Executive's services,
managerial skills and business experience to be in the best interest of the
Company and its stockholders and desires to assure the continued services of
Executive on behalf of the Company without the distraction of Executive
occasioned by the possibility of an abrupt change in control of the Company;
and
WHEREAS,
Executive is willing to remain in the employ of the Employer upon the
understanding that the Employer will provide him with income security and health
benefits in accordance with the terms and conditions contained in this
Agreement.
NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt
and
adequacy of which are hereby acknowledged, the parties agree as
follows:
1. Definitions.
Whenever the following terms are used in this Agreement, they shall have the
meaning specified below unless the context clearly indicates to the
contrary:
1.01 "Board"
shall
mean the Board of Directors of the Company.
1.02 "Base
Salary"
means
Executive's annual rate of base salary in effect on the date of Executive's
termination of employment (or, if higher, on the date of the Change in Control),
determined in each case prior to reduction for any employee-elected salary
reduction contributions made to an Employer-sponsored non-qualified deferred
compensation plan or an Employer-sponsored plan pursuant to Section 401(k)
or
125 of the Internal Revenue Code, and excluding bonuses, overtime, allowances,
commissions, deferred compensation payments and any other extraordinary
remuneration.
1.03 "Bonus"
means
the average of actual annual bonuses payable to Executive with respect to the
three fiscal years preceding the Change in Control or, if Executive was an
employee for less than three full fiscal years preceding the Change in Control,
Executive's target bonus as in effect immediately before the Change in
Control.
1.04 "Cause"
shall
mean the occurrence or existence of any of the following with respect to
Executive: (a) Executive's failure to perform material duties that is not cured
within ten (10) business days after notice to Executive; (b) any conduct, action
or behavior by Executive that has or may reasonably be viewed to have a material
adverse effect on the reputation or interests of the Company or its Affiliates;
(c) Executive's commission of an act involving moral turpitude, dishonesty,
fraud or the engagement in any other willful or intentional misconduct, whether
or not in connection with Executive's employment, or (d) Executive's commission
of an act constituting a felony.
1.05 "Change
in Control"
shall
mean, and shall be deemed to have occurred:
(a)
upon
the
complete liquidation of the Company, other than a liquidation of the Company
into a wholly-owned subsidiary, or the sale to any purchaser of (A) all or
substantially all of the assets of Company or (B) capital stock representing
more than 50% of the stock of Company entitled to vote generally in the election
of directors of Company; or
(b)
upon
the
merger or consolidation of the Company with another corporation if, immediately
after such merger or consolidation, less than a majority of the combined voting
power of the then-outstanding securities entitled to vote generally in the
election of directors of the surviving or resulting corporation in such merger
or consolidation is held, directly or indirectly, in the aggregate by the
holders immediately prior to such transaction of the outstanding securities
of
the Company; or
(c)
if
there
is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule,
form, or report or item therein), each promulgated pursuant to the Exchange
Act,
disclosing that any person (as the term “person” is used in Section 13(d)(3) or
Section 14(d) (2) of the Exchange Act) has become the beneficial owner (as
the
term “beneficial owner” is defined under Rule 13d-3 or any successor rule or
regulation promulgated under the Exchange Act) of securities representing 40%
or
more of the combined voting power of the voting stock of Employer entitled
to
vote generally in the election of directors; or
(d)
if
the
Company files a report or proxy statement with the Securities and Exchange
Commission pursuant to the Exchange Act disclosing in response to Form 8-K
or
Schedule 14A (or any successor schedule, form, or report or item therein) that
a
change in control of Employer has occurred.
1.06 "Code"
shall
mean the Internal Revenue Code of 1986, as amended.
1.07 "Company"
shall
mean The Children's Place Retail Stores, Inc., a Delaware corporation and,
after
a Change in Control, any successor or successors thereto.
1.08 "Date
of Termination"
following a Change in Control shall mean the dates, as the case may be, for
the
following events: (a) if Executive's employment is terminated by his death,
the
date of his death, (b) if Executive's employment is terminated due to a
Disability, thirty (30) days after the Notice of Termination is given (provided
that Executive shall not have returned to the performance of his or her duties
on a full-time basis during such period), (c) if Executive's employment is
terminated pursuant to a termination for Cause, the date specified in the Notice
of Termination, and (d) if Executive's employment is terminated for any other
reason, fifteen (15) days after delivery of the Notice of Termination unless
otherwise agreed by Executive and Company.
1.09 "Disability"
shall
mean that, in the Company's reasonable judgment, either (a) Executive has been
unable to perform Executive's duties because of a physical or mental impairment
for 80% or more of the normal working days during six consecutive calendar
months or 50% or more of the normal working days during twelve consecutive
calendar months, or (b) Executive has become totally and permanently incapable
of performing the usual duties of his employment with the Company on account
of
a physical or mental impairment.
1.10 "Effective
Date"
shall
mean the date hereof.
1.11 "Employer"
shall
mean the Company or its subsidiary employing Executive.
1.12 "Exchange
Act"
shall
mean the Securities Exchange Act of 1934, as amended.
1.13 "Good
Reason"
shall
mean any of the following actions upon or after a Change in Control, without
Executive's express prior written approval, other than due to Executive's
Disability or death: (a) a material diminution in Executive's Base Salary or
Target Bonus opportunity; (b) a material diminution in Executive's title,
authority, duties, or responsibilities; (c) a required relocation of at least
60
miles; (d) a breach of this Agreement with respect to Executive not cured within
ten (10) business days after written notice by Executive to Company; or (e)
a
successor's failure to assume this Agreement.
1.14 "Notice
of Termination"
shall
mean a written notice which shall indicate the specific termination provision
in
this Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of Executive's
employment under the provision so indicated.
1.15 "Release"
shall
mean a release to be signed by Executive in such form as the Company shall
reasonably determine, which shall, to the extent permitted by law, waive all
claims and actions against the Employer and its affiliates and such other
related parties and entities as the Company chooses to include in the release
except for claims and actions for benefits provided under the terms of this
Agreement (which Release is not revoked by Executive).
1.16 "Termination
of Employment"
shall
mean the time when the employee-employer relationship between Executive and the
Employer is terminated for any reason, voluntarily or involuntarily, with or
without Cause, including, without limitation, a termination by reason of
resignation, discharge (with or without Cause), Disability, death or retirement,
but excluding terminations where there is a simultaneous re-employment by the
Company or a subsidiary of the Company.
2. Term.
This
Agreement shall terminate, except to the extent that any obligation of the
Company hereunder remains unpaid as of such time, upon the earliest of: (a)
the
Effective Date if a Change in Control of the Company has not occurred prior
to
such date; (b) the Termination of Employment of Executive with the Employer
based on Death, Disability, or Cause or by Executive other than for Good Reason;
or (c) two (2) years from the date of a Change in Control of the Company.
Notwithstanding clause (a) hereof, on each anniversary of the Effective Date,
the term of this Agreement automatically shall be extended for one additional
year, unless not less than ninety (90) days prior to such anniversary the
Company notifies Executive in writing that it does not wish to extend the term
of the Agreement.
3. Termination
of Employment of Executive.
3.01 Payment
of Severance Benefits Upon Change in Control.
In the
event of a Change in Control of the Company, Executive shall be entitled to
the
severance benefits set forth in Section
4
if
Executive executes a Release, and only if during the term of this
Agreement:
(a) Executive's
employment by the Employer is terminated by the Employer without
Cause;
(b) Executive
terminates his or her employment with the Employer for Good Reason and complies
with the procedures set forth in Section
3.02;
(c) Executive's
employment by the Employer is terminated by the Employer prior to the Change
in
Control and such termination arose in connection with or in anticipation of
the
Change in Control (for purposes of this Agreement, meaning that at the time
of
such termination the Company had entered into an agreement, the consummation
of
which would result in a Change in Control, or any person had publicly announced
its intent to take or consider actions that would constitute a Change in
Control, and in each case such Change in Control is consummated, or the Board
adopts a resolution to the effect that a potential Change in Control for
purposes of this Agreement has occurred); or
(d) Executive
terminates his or her employment with the Employer for Good Reason prior to
the
Change in Control, the event constituting Good Reason arose in connection with
or in anticipation of the Change in Control and Executive complies with the
procedures set forth in Section
3.02.
3.02 Good
Reason.
(a) Notwithstanding
anything contained in any employment agreement between Executive and the
Employer to the contrary, during the term of this Agreement Executive may
terminate his or her employment with the Employer for Good Reason as set forth
in Section
3.01(b)
or
(d)
and be
entitled to the benefits set forth in Section
4,
provided
that
Executive gives written notice to the Company of his or her election to
terminate his or her employment for such reason within 180 days after the time
he or she becomes aware of the existence of facts or circumstances constituting
Good Reason or if later, within ten (10) days of the time the claim is resolved
pursuant to Section
3.02(b).
(b) If
Executive believes that he or she is entitled to terminate his or her employment
with the Employer for Good Reason, he or she may apply in writing to the Company
for confirmation of such entitlement prior to Executive's actual separation
from
employment, by following the claims procedure set forth in Section
8.
The
submission of such a request by Executive shall not constitute "Cause" for
the
Company to terminate Executive's employment and Executive shall continue to
receive all compensation and benefits he or she was receiving at the time of
such submission throughout the resolution of the matter pursuant to the
procedures set forth in Section
8.
If
Executive's request for a termination of employment for Good Reason is denied
under both the request and appeal procedures set forth in Sections
8.02
and
8.03,
then
the parties shall use their best efforts to resolve the claim within ninety
(90)
days after the claim is submitted to binding arbitration pursuant to
Section
8.04.
3.03 Disability.
In the
event of a Disability of Executive, the Company may terminate this Agreement
provided that the Company shall have provided Executive a Notice of Termination
and Executive shall not have returned to the full-time performance of
Executive's duties within thirty (30) days of such Notice of
Termination.
3.04 Cause.
The
Employer may terminate the employment of Executive for Cause. Executive shall
not be deemed to have been terminated for Cause unless and until there shall
have been delivered to Executive a Notice of Termination and a certified copy
of
a resolution of the Board adopted by the affirmative vote of not less than
a
majority of the entire membership of the Board (other than Executive if he
or
she is a member of the Board at such time) at a meeting called and held for
that
purpose and at which Executive was given an opportunity to be heard, finding
that Executive was guilty of conduct constituting Cause based on reasonable
evidence, specifying the particulars thereof in detail. For purposes of this
Section
3.04,
no act
or failure to act on Executive's part shall be considered "willful" unless
done
or omitted to be done by him or her not in good faith and without reasonable
belief that his or her action or omission was in the best interest of the
Company.
3.05 Notice
of Termination.
Any
termination of Executive's employment by the Employer or by Executive (other
than termination based on Executive's death) following a Change in Control
shall
be communicated by the terminating party in a Notice of Termination to the
other
party hereto.
4. Compensation
and Benefits Upon Termination of Employment.
4.01 Severance
Benefits.
If
Executive shall be terminated from employment with the Employer or shall
terminate his or her employment with the Employer as described in Section
3.01,
then
Executive shall be entitled to receive the following:
(a) In
lieu
of any further payments to Executive (including, without limitation, in lieu
of
any annual bonus payments or pro-rata bonus payments) except as expressly
contemplated under this Agreement, the Company shall pay as severance pay to
Executive a cash amount equal to one and one-half (1.5) times the sum of
Executive's Base Salary and Bonus. Such cash payment shall be payable in a
single sum, within ten (10) business days following Executive's Date of
Termination (or, if later, upon the expiration of the revocation period, if
applicable, under the Release).
(b) In
the
event Employee
elects to continue health benefit coverage through COBRA following Executive’s
Date of Termination, the Company agrees to waive the applicable premium cost
that Executive would otherwise be required to pay for continued group health
benefit coverage for a period of 18 months following Executive’s Date of
Termination or to the extent permissible under applicable law. The
benefits to be provided under this Section
4.01(b)
shall be
reduced to the extent of the receipt of substantially equivalent coverage by
Executive from any successor employer.
(c) Any
time
periods, conditions or contingencies relating to the exercise or realization
of,
or lapse of restrictions under, any outstanding equity incentive award then
held
by such Eligible Executive shall be automatically accelerated or waived
effective as of the effective date of such Eligible Executive's termination
of
employment as follows: if the Change in Control occurred within one year of
the
applicable grant date, such acceleration or waiver will be with respect to
50%
of such award; if the Change in Control occurred more than one year but no
more
than 18 months of the applicable grant date, such acceleration or waiver will
be
with respect to 75% of such award; and if the Change in Control occurred more
than 18 months after the applicable grant date, such acceleration or waiver
shall apply to the entire award. In addition, any vested stock options held
by
Executive (including, for the avoidance of doubt, any options that vest pursuant
to this Section
4.01(c))
shall
be exercisable until the end of the maximum term for such stock
option.
4.02 Termination
Prior to a Change in Control.
Notwithstanding anything contained in Section
4.01,
in the
case of a termination of employment prior to the occurrence of a Change in
Control, the Company shall have no obligation to pay or provide any compensation
or benefits hereunder prior to the occurrence of the Change in
Control.
4.03 Accrued
Benefits.
Upon
termination of the employment of Executive for any reason, Executive shall
be
entitled to receive any unpaid Base Salary through the date of such Eligible
Executive's termination and any bonus earned but unpaid as of the date of such
termination for any previously completed fiscal year of the Company. In
addition, Executive shall be entitled to prompt reimbursement of any
unreimbursed expenses properly incurred by Executive in accordance with Company
policies prior to the date of Executive's termination. Executive shall also
receive such other compensation (including any stock options or other
equity-related payments) and benefits, if any, to which Executive may be
entitled from time to time pursuant to the terms and conditions of the employee
compensation, incentive, equity, benefit or fringe benefit plans, policies
or
programs of the Company.
4.04 Section
409A.
Notwithstanding any provision of this Agreement to the contrary, if, at the
time
of Executive's termination of employment with the Company, he is a "specified
employee" as defined in Section 409A of the Code, and one or more of the
payments or benefits received or to be received by Executive pursuant to this
Agreement would constitute deferred compensation subject to Section 409A, no
such payment or benefit will be provided under this Agreement until the earliest
of (A) the date which is six (6) months after his "separation from service"
for
any reason, or (B) the date of his death. The provisions of this Section
4.04
shall
only apply to the extent required to avoid Executive's incurrence of any penalty
tax or interest under Section 409A of the Code or any regulations or Treasury
guidance promulgated thereunder. In addition, if any provision of this Agreement
would cause Executive to incur any penalty tax or interest under Section 409A
of
the Code or any regulations or Treasury guidance promulgated thereunder, the
Company may reform such provision to maintain to the maximum extent practicable
the original intent of the applicable provision without violating the provisions
of Section 409A of the Code.
5. Golden
Parachute Excise Tax.
5.01 Subject
to Section
5.07,
if
there is a Change in Control and any payment (other than the Gross-Up payments
provided for in this Section
5.01)
or
distribution by the Company to or for the benefit of Executive, whether pursuant
to the terms of this Agreement or otherwise, including without limitation any
lapse or termination of any restriction on, deferral period or the vesting
or
exercisability of any payment, distribution, or benefit (a "Payment"), is
subject to the excise tax imposed by Section 4999 of the Code (such tax,
together with any interest and penalties thereon, other than any criminal or
fraud penalties, being hereafter referred to as the "Excise Tax"), then
Executive will be entitled to receive an additional payment (a "Gross-Up
Payment"). The Gross-Up Payment will be in an amount such that, after payment
by
Executive of all taxes thereon (including any interest or penalties, other
than
any criminal or fraud penalties, imposed with respect to such taxes), including
any Excise Tax and any income tax imposed upon the Gross-Up Payment, Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payment.
5.02 Subject
to the provisions of Section
5.05,
all
determinations required to be made under this Section
5,
including whether a Gross-Up Payment is required to be paid by the Company
and
the amount of such Gross-Up Payment, if any, will be made by a nationally
recognized accounting firm (the "Accounting Firm") selected by the Company.
The
Company will direct the Accounting Firm to submit its determination and detailed
supporting calculations to both the Company and Executive within thirty (30)
calendar days after the Change in Control, the Date of Termination, if
applicable, and any such other time or times as may be reasonably requested
by
the Company or Executive. If the Accounting Firm determines that any Excise
Tax
is payable by Executive, the Company will pay the required Gross-Up Payment,
less any applicable withholding, to Executive, as soon as reasonably practicable
after receipt of such determination and calculations with respect to any Payment
to Executive. If the Accounting Firm determines that no Excise Tax is payable
by
Executive, it will, at the same time as it makes such determination, furnish
the
Company and Executive an opinion that Executive has substantial authority not
to
report any Excise Tax on his tax return. As a result of the uncertainty in
the
application of Section 4999 of the Code, it is possible that Gross-Up Payments
which will not have been made by the Company should have been made hereunder
(an
"Underpayment"). In the event that the Company exhausts or fails to pursue
its
remedies pursuant to Section
5.05
and
Executive thereafter is required to make a payment of any Excise Tax, Executive
will direct the Accounting Firm to determine the amount of the Underpayment
and
to submit its determination and detailed supporting calculations to both the
Company and Executive as promptly as possible. The Company will promptly pay
any
such Underpayment to, or for the benefit of, Executive as soon as reasonably
practicable after receipt of such determination and calculations (and, in all
events, no later than the last day of the taxable year following the taxable
year in which the applicable amount is submitted to the Internal Revenue Service
or other taxing authority).
5.03 Any
determination by the Accounting Firm as to the amount of the Gross-Up Payment
will be binding upon the Company and Executive.
5.04 The
fees
and expenses of the Accounting Firm for its services hereunder will be borne
by
the Company.
5.05 Executive
will notify the Company in writing within five (5) days of any claim by any
taxing authority that, if successful, would require the payment by the Company
of a Gross-Up Payment or any additional Gross-Up Payment. Executive will not
pay
such claim prior to the earlier of (x) the expiration of the thirty (30)
calendar-day period following the date on which he gives such notice to the
Company and (y) the date that any payment of amount with respect to such claim
is due. If the Company notifies Executive in writing prior to the expiration
of
such period that it desires to contest such claim, Executive will:
(a) provide
the Company with any written records or documents in his possession relating
to
such claim reasonably requested by the Company;
(b) take
such
action in connection with contesting such claim as the Company may reasonably
request in writing from time to time, including without limitation accepting
legal representation with respect to such claim by an attorney selected by
the
Company;
(c) cooperate
with the Company in good faith in order effectively to contest such claim;
and
(d) permit
the Company to participate in and control any proceedings relating to such
claim; except that the Company will bear and pay directly all costs and expenses
(including interest and penalties) incurred in connection with such contest
and
will indemnify and hold harmless Executive, on an after-tax basis, for and
against any Excise Tax or income tax, including interest and penalties with
respect thereto, imposed as a result of such contest and payment of costs and
expenses.
5.06 If,
after
the receipt by Executive of an amount advanced by the Company pursuant to this
Section
5,
Executive receives any refund with respect to such claim, Executive will
(subject to the Company's complying with the requirements of Section
5.05
above)
promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon after any taxes applicable thereto).
5.07 Notwithstanding
any provision of this Section
5
to the
contrary, if the aggregate "present value" of the "parachute payments" to be
paid or provided to Executive under this Agreement or otherwise does not exceed
1.15 multiplied by three times Executive's "base amount," then, in lieu of
such
Gross-Up Payment, the payments and benefits to be paid or provided under this
Agreement will be reduced to the minimum extent necessary (but in no event
to
less than zero) so that no portion of any payment or benefit to Executive,
as so
reduced, constitutes an "excess parachute payment." For purposes of this
Section
5.07,
the
terms "excess parachute payment," "present value," "parachute payment," and
"base amount" will have the meanings assigned to them by Section 280G of the
Code. The determination of whether any reduction in such payments or benefits
to
be provided under this Agreement is required pursuant to the preceding sentence
will be made at the expense of the Company by the Accounting Firm.
6. No
Mitigation.
Executive shall not be required to mitigate the amount of any payments provided
for by this Agreement by seeking employment or otherwise, nor shall the amount
of any cash payments or benefit provided under this Agreement be reduced by
any
compensation or benefit earned by Executive after his Date of Termination
(except as provided in the last sentence of Section
4.01(b)
above).
Notwithstanding the foregoing, if Executive is entitled, by operation of any
applicable law, to unemployment compensation benefits or benefits under the
Worker Adjustment and Retraining Act of 1988 (known as the "WARN" Act) in
connection with the termination of his or her employment in addition to those
required to be paid to him or her under this Agreement, then to the extent
permitted by applicable statutory law governing severance payments or notice
of
termination of employment, the Company shall be entitled to offset the amounts
payable hereunder by the amounts of any such statutorily mandated
payments.
7. Limitation
on Rights.
7.01 No
Employment Contract.
This
Agreement, including the recitals hereto, shall not be deemed to create a
contract of employment between the Employer and Executive and shall create
no
right in Executive to continue in the Employer's employment for any specific
period of time, or to create any other rights in Executive or obligations on
the
part of the Company or its subsidiaries, except as expressly set forth herein.
Except as expressly set forth herein, this Agreement shall not restrict the
right of the Employer to terminate Executive's employment at any time for any
reason or no reason, or restrict the right of Executive to terminate his or
her
employment.
7.02 No
Other Exclusions.
This
Agreement shall not be construed to exclude Executive from participation in
any
other compensation or benefit programs in which he or she is specifically
eligible to participate either prior to or following the execution of this
Agreement, or any such programs that generally are available to other executive
personnel of the Company, nor shall it affect the kind and amount of other
compensation to which Executive is entitled.
8. Administrator
and Claims Procedure.
8.01 Administrator.
Except
as set forth herein, the administrator (the "Administrator") for purposes of
this Agreement shall be the Company. The Company shall have the right to
designate one or more of the Company's employees as the Administrator at any
time. The Company shall give Executive written notice of any change in the
Administrator, or in the address or telephone number of the
Administrator.
8.02 Claims
Procedure.
Executive, or other person claiming through Executive, must file a written
claim
for benefits with the Administrator as a prerequisite to the payment of benefits
under this Agreement. The Administrator shall make all determinations as to
the
right of any person to receive benefits under Sections
8.02
and
8.03.
Any
denial by the Administrator of a claim for benefits by Executive, his or her
heirs or personal representative (the "claimant") shall be stated in writing
by
the Administrator and delivered or mailed to the claimant with ten (10) days
after receipt of the claim, unless special circumstances require an extension
of
time for processing the claim. If such an extension is required, written notice
of the extension shall be furnished to the claimant prior to the termination
of
the initial ten-day period. In no event shall such extension exceed a period
of
(10) days from the end of the initial period. Any notice of denial shall set
forth the specific reasons for the denial, specific reference to pertinent
provisions of this Agreement upon which the denial is based, a description
of
any additional material or information necessary for the claimant to perfect
his
or her claim, with an explanation of why such material or information is
necessary, and any explanation of claim review procedures, written to the best
of the Administrator's ability in a manner that may be understood without legal
or actuarial counsel.
8.03 Appeals.
A
claimant whose claim for benefits has been wholly or partially denied by the
Administrator may request, within ten (10) days following the date of such
denial, in a writing addressed to the Administrator, a review of such denial.
The claimant shall be entitled to submit such issues or comments in writing
or
otherwise as he or she shall consider relevant to a determination of his or
her
claim, and he or she may include a request for a hearing in person before the
Administrator. Prior to submitting his or her request, the claimant shall be
entitled to review such documents as the Administrator shall reasonably agree
are pertinent to his or her claim. The claimant may, at all stages of the
review, be represented by counsel, legal or otherwise, of his or her choice,
provided that the fees and expenses of such counsel shall be borne by the
claimant, unless the claimant is successful, in which case, such costs shall
be
borne by the Company. All requests for review shall be promptly resolved. The
Administrator's decision with respect to any such review shall be set forth
in
writing and shall be mailed to the claimant not later than ten (10) days
following receipt by the Administrator of the claimant's request unless special
circumstances, such as the need to hold a hearing, require an extension of
time
for processing, in which case the Administrator's decision shall be so mailed
not later than twenty (20) days after receipt of such request or if later,
ten
(10) days after the hearing. The time and place of any hearing shall be as
mutually agreed by the parties.
8.04 Arbitration.
A
claimant who has followed the procedure in Sections
8.02 and 8.03,
but who
has not obtained full relief on his or her claim for benefits, may, within
sixty
(60) days following his or her receipt of the Administrator's written decision
on review, apply in writing to the Administrator for expedited and binding
arbitration of his or her claim before an arbitrator in New York, New York
in
accordance with the commercial arbitration rules of the American Arbitration
Association, as then in effect, or pursuant to such other form of alternative
dispute resolution as the parties may agree (collectively, the "arbitration").
Subject to Section
10,
the
Company shall pay filing fees and other costs required to initiate the
arbitration. The arbitrator's sole authority shall be to interpret and apply
the
provisions of this Agreement; and except as set forth herein he or she shall
not
change, add to, or subtract from, any of its provisions. The arbitrator shall
have the power to compel attendance of witnesses at the hearing. Any court
having jurisdiction may enter a judgment based upon such arbitration. The
arbitrator shall be appointed by mutual agreement of the Company and the
claimant pursuant to the applicable commercial arbitration rules. The arbitrator
shall be a professional person with a reputation in the community for expertise
in employee benefit matters and who is unrelated to the claimant, the Company
or
its subsidiaries or any employees of the Company or its subsidiaries. All
decisions of the arbitrator shall be final and binding on the claimant and
the
Company.
9. Executive
Covenants.
(a) Executive
agrees that during the course of his or her employment with the Employer and
for
a period of twelve (12) months following the termination of his or her
employment with the Employer (for any reason or no reason) (the "Restricted
Period"), he or she will not, without the express prior written consent of
the
Company, anywhere, either directly or indirectly, whether alone or as an owner,
shareholder, partner, member, joint venturer, officer, director, consultant,
independent contractor agent, employee or otherwise of any company or other
business enterprise, assist in, engage in or otherwise be connected to or
benefit from any business competitive with that of the Company. A "business
competitive with that of the Company" is one that (i) designs, manufactures,
contracts to manufacture or sells, or intends to design, manufacture, contract
to manufacture or sell, children's apparel and accessories and other
children's-oriented merchandise, or (ii) engages in or provides or intends
to
engage in or provide any products, services or other business which is of the
same nature as a product, service or other business of the Company or a product,
service or other business which the Company is developing and of which Executive
has knowledge. Notwithstanding the foregoing, nothing herein shall be deemed
to
prohibit Executive's ownership of less than 1% of the outstanding shares of
any
publicly traded corporation that conducts a business competitive with that
of
the Company.
(b) Executive
further agrees that, during the Restricted Period, he or she will not, without
the express prior written consent of the Company, directly or indirectly: (i)
contact, communicate, solicit, transact business with or perform services for
(or assist any third party in contacting, communicating, soliciting, transacting
business with or performing any services for) any person or entity that is
or
was (at any time within 12 months prior to the contact, communication,
solicitation, transaction of business, or performance of services), a vendor
of
the Company; (ii) solicit, recruit, hire, engage, or refer (or assist any third
party in soliciting, recruiting, hiring, engaging or referring) any person
or
entity who or which either is, or during the twelve (12) months immediately
preceding the termination of his or her employment was, an employee, agent,
consultant or independent contractor of the Company; or (iii) interfere with,
disrupt or attempt to interfere with or disrupt the relationship, contractual
or
otherwise, between the Company and any of its vendors, lessors, independent
contractors, agents or employees. Notwithstanding the foregoing, subject to
Executive's compliance with the other provisions of this Agreement, nothing
in
this Section
9(b)
shall be
deemed to prohibit Executive from, after the termination of his or her
employment with the Company, being directly employed by a vendor of the Company
for the purpose of performing services for such vendor that are unrelated to
the
services performed or to be performed by vendor for the Company.
(c) Executive
acknowledges and agrees that the restrictions on the activities in which he
or
she may engage that are set forth in Sections
9(a) and (b)
of this
Agreement and the location and period of time for which such restrictions apply
are reasonable and necessary to protect the Company's legitimate business
interests and shall survive the termination of his or her employment. Executive
understands that the Company's business is global and, accordingly, the
restrictions cannot be limited to any particular geographic area. Executive
further acknowledges that the restrictions contained in this Agreement will
not
prevent him or her from earning a livelihood.
10. Legal
Fees and Expenses.
If any
dispute arises between the parties with respect to the interpretation or
performance of this Agreement, the prevailing party in any arbitration or
proceeding shall be entitled to recover from the other party its attorneys
fees,
arbitration or court costs and other expenses incurred in connection with any
such proceeding. Amounts, if any, paid to Executive under this Section
10
shall be
in addition to all other amounts due to Executive pursuant to this
Agreement.
11. Non-Alienation
of Benefits.
Except
in so far as this provision may be contrary to applicable law, no sale,
transfer, alienation, assignment, pledge, collateralization or attachment of
any
benefits under this Agreement shall be valid or recognized by the
Company.
12. ERISA.
This
Agreement is an unfunded compensation arrangement for a member of a select
group
of the Company's management or that of its subsidiaries and any exemptions
under
the Employee Retirement Income Security Act of 1974, as amended, as applicable
to such an arrangement shall be applicable to this Agreement.
13. Executive
Acknowledgment.
Executive acknowledges that he or she has consulted with or has had the
opportunity to consult with independent counsel of his or her choice concerning
this Agreement, that he or she has read and understands this Agreement and
is
fully aware of its legal effect.
14. Miscellaneous.
14.01 Duties
on Termination.
Upon
Termination of Employment of Executive for any reason, Executive or his or
her
personal representative shall deliver promptly to the Company all equipment,
notebooks, documents, memoranda, reports, files, books, keys, correspondence,
lists or other written or graphic records, and the like, relating to the
business of the Company or its subsidiaries, and all other property of the
Company or its subsidiaries, which are then in Executive's possession or his
or
her personal representative or under his or her control.
14.02 Entire
Agreement.
(a) This
Agreement constitutes the entire understanding and sole and entire agreement
between the parties with respect to the subject matter hereof and supersedes
all
prior and contemporaneous agreements, negotiations and discussions between
the
parties hereto and/or their respective counsel and representatives with respect
to the subject matter covered hereby. For the avoidance of doubt, this Agreement
supersedes any employment or similar agreement between Executive and the Company
to the extent such agreement includes any severance-type
provisions.
(b) The
severance payment hereunder is in lieu of any payment that Executive might
otherwise be entitled to from the Company (including, without limitation, in
lieu of any annual bonus payments or pro-rata bonus payments that would
otherwise be due and any other payments due Executive in the event of a Change
in Control or termination of employment under the Company's applicable severance
pay policies, if any, or under any other oral or written agreement including,
without limitation, any employment agreement); provided,
however
that
Executive shall continue to be entitled to receive the applicable severance
pay
benefits, if any, under the Company's applicable policies, if any, or under
another written agreement if Executive's termination is not a termination
providing benefits under this Agreement.
14.03 Amendments.
This
Agreement may be changed, amended or modified only by a written instrument
executed by both of the parties hereto.
14.04 Assignment
and Binding Effect.
(a) Neither
this Agreement nor the rights or obligations hereunder shall be assignable
by
Executive or the Company except that this Agreement shall be assignable to,
binding upon and inure to the benefit of any successor of the Company, and
any
successor shall be deemed substituted for the Company upon the terms and subject
to the conditions hereof'.
(b) The
Company will require any successor (whether by purchase of assets, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company to expressly assume and agree to perform all of the
obligations of the Company under this Agreement (including the obligation to
cause any subsequent successor to also assume the obligations of this Agreement)
unless such assumption occurs by operation of law.
14.05 No
Waiver.
No
waiver of any term, provision or condition of this Agreement, whether by conduct
or otherwise, in any one or more instances shall be deemed or be construed
as a
further or continuing waiver of any such term, provision or condition or as
a
waiver of any other term, provision or condition of this Agreement.
14.06 Rules
of Construction.
(a) This
Agreement has been negotiated and executed in, and shall be governed by and
construed in accordance with the laws of, the State of New Jersey. Captions
contained in this Agreement are for convenience of reference only and shall
not
be considered or referred to in resolving questions of interpretation with
respect to this Agreement.
(b) If
any
provision of this Agreement is held to be illegal, invalid or unenforceable
under any present or future law, and if the rights or obligations of any party
hereto under this Agreement will not be materially and adversely affected
thereby, (i) such provision will be fully severable, (ii) this Agreement will
be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof, (iii) the remaining provisions of this
Agreement will remain in full force and effect and will not be affected by
the
illegal, invalid or unenforceable provision or by its severance herefrom and
(iv) in lieu of such illegal, invalid or unenforceable provision, there will
be
added automatically as a part of this Agreement a legal, valid and enforceable
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible.
14.07 Notices.
Any
notice required or permitted by this Agreement shall be in writing, delivered
by
hand, or sent by registered or certified mail, return receipt requested, or
by
recognized courier service (regularly providing proof of delivery), addressed
to
the Board and the Company and where applicable, the Administrator, at the
Company's then principal office, or to Executive at the address set forth under
Executive's signature below, as the case may be, or to such other address or
addresses as any party hereto may from time to time specify in writing. Notices
shall be deemed given when received.
IN
WITNESS WHEREOF, this Agreement has been executed and delivered by the parties
hereto as of the date first above written.
|
THE
CHILDREN'S PLACE RETAIL STORES, INC.
|
EXECUTIVE
|
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|
By:
|
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|
|
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Name:
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Street
Address
|
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Title:
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City,
State Zip
Code
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FOR
IMMEDIATE RELEASE
THE
CHILDREN’S PLACE RETAIL STORES, INC. REPORTS NOVEMBER SALES
Secaucus,
New Jersey - December 6, 2007 - The Children’s Place Retail Stores, Inc.
(Nasdaq: PLCE)
today
announced sales results for the four-week period ended December 1, 2007.
Total
sales for the four-week period ended December 1, 2007, increased 18% to $234.6
million compared to sales of $199.3 million for the four week period ended
November 25, 2006. Consolidated comparable store sales increased 3% on top
of
last year’s 8% comparable store sales increase. During fiscal November, the
Company opened four The Children’s Place stores and two Disney Stores.
Total
Sales (millions):
|
November
2007
|
November
2006
|
%
Increase
|
Year-to-Date
2007
|
Year-to-Date
2006
|
%
Increase
|
||||||||||||||
|
The
Children’s Place brand
|
$
|
160.9
|
$
|
132.6
|
21
|
%
|
$
|
1,238.1
|
$
|
1,121.3
|
10
|
%
|
|||||||
|
Disney
Store
|
$
|
73.7
|
$
|
66.7
|
11
|
%
|
$
|
488.4
|
$
|
450.6
|
8
|
%
|
|||||||
|
Total
Company
|
$
|
234.6
|
$
|
199.3
|
18
|
%
|
$
|
1,726.5
|
$
|
1,571.9
|
10
|
%
|
|||||||
Comparable
Store Sales1:
|
November
2007
|
November
2006
|
Year-to-Date
2007
|
Year-to-Date
2006
|
||||||||||
|
The
Children’s Place brand
|
8
|
%
|
5
|
%
|
2
|
%
|
12
|
%
|
|||||
|
Disney
Store
|
(7
|
)%
|
16
|
%
|
1
|
%
|
14
|
%
|
|||||
|
Total
Company
|
3
|
%
|
8
|
%
|
1
|
%
|
13
|
%
|
|||||
As
previously announced in a press release issued yesterday, the Company has filed
its delayed Annual Report on Form 10-K for fiscal year ended February 3, 2007
and its Quarterly Reports on Form 10-Qs for the second quarter ended July 29,
2006, the third quarter ended October 28, 2006, as well as the first quarter
ended May 5, 2007, and second quarter ended August 4, 2007 with the Securities
and Exchange Commission. Further, as expected, the Company noted that the
factors causing the delays in the above filings were not a result of any
material change to its previously reported results of operations.
-
more
-
PLCE:
November 2007 Sales Release
Page
2
In
conjunction with today’s November sales release, you are invited to listen to
the Company’s pre-recorded monthly sales call, which will be available beginning
at 7:30 a.m. Eastern Time today through Thursday, December 13, 2007. To access
the call, please dial (402) 220-2650 or you may listen through the Investor
Relations section of the Company’s website, www.childrensplace.com.
The
Children’s Place Retail Stores, Inc. is a leading specialty retailer of
children’s merchandise. The Company designs, contracts to manufacture and sells
high-quality, value-priced merchandise under the proprietary “The Children’s
Place” and licensed “Disney Store” brand names. As of December 1, 2007, the
Company owned and operated 911 The Children’s Place stores and 330 Disney Stores
in North America and its online stores at www.childrensplace.com
and
www.disneystore.com.
1
As
previously announced, due to the extra week in fiscal 2006, the Company’s fiscal
2007 comparable store sales have shifted by one week as compared to the
corresponding period of fiscal 2006. References made today and going forward
regarding last year’s comparable store sales results, in view of the shift, will
be on the “adjusted” basis. For a breakdown of the Company’s fiscal 2006
comparable store sales on an “as reported” and “as adjusted” basis, please refer
to the Company’s March 8, 2007, press release.
This
press release (and above referenced call) may contain certain forward-looking
statements regarding future circumstances. These forward-looking statements
are
based upon the Company's current expectations and assumptions and are subject
to
various risks and uncertainties that could cause actual results to differ
materially from those contemplated in such forward-looking statements including,
in particular, the risks and uncertainties described in the Company's filings
with the Securities and Exchange Commission, as well as the risks and
uncertainties relating to the restatement of the Company's historical financial
information, the Company’s historical stock option granting practices and other
historical practices identified as material weaknesses as described in the
Company’s filings on December5, 2007, the delays in filing the Company's
periodic reports with the Securities and Exchange Commission, the delays in
scheduling of the Company’s 2007 shareholder meeting, the outcome of the
informal investigation of the Company being conducted by the Securities and
Exchange Commission, potential other governmental proceedings, the shareholder
litigation commenced against the Company and certain of its officers and
directors, and the potential impact of each of these matters on the Company.
Actual results, events, and performance may differ. Readers (or listeners on
the
call) are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company undertakes
no
obligation to release publicly any revisions to these forward-looking statements
that may be made to reflect events or circumstances after the date hereof or
to
reflect the occurrence of unanticipated events. The inclusion of any statement
in this release does not constitute an admission by the Company or any other
person that the events or circumstances described in such statement are
material.
CONTACT:
The Children’s Place Retail Stores, Inc.
Investors:
Jane Singer, Investor Relations, (201) 453-6955
Media:
Cara
O’Brien/Leigh Parrish, FD, (212) 850-5600
###