FORM OF PERFORMANCE STOCK AWARD AGREEMENT (2008 LONG-TERM INCENTIVE PROGRAM) THE CHILDREN’S PLACE RETAIL STORES, INC.
(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.
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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.
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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:
Xxxxxxx Xxxxxxx
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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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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).
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