Exhibit 10.10
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT is made and entered into as of the __ day of
_________, 1997 by and between THE CHILDREN'S PLACE RETAIL STORES, INC., a
corporation organized and existing under the laws of the State of Delaware,
with offices at Xxx Xxxxx Xxxxx, Xxxx Xxxxxxxx, Xxx Xxxxxx 00000 (hereinafter
the "Company"), and _________________ (hereinafter the "Director"),
W I T N E S S E T H:
WHEREAS, the Company desires to have the Director serve as a director of
the Company; and
WHEREAS, the Director is willing to serve as a director of the Company
upon the execution and delivery by the Company of this Indemnity Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual promises herein contained, the parties hereby agree as follows:
1. Acceptance. The Director hereby accepts the appointment as a
director of the Company, and so long as he continues to be a director of the
Company the Director shall, within the limits imposed by the law and ethics,
exercise all functions required by the Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws of the Company, while observing
to the best of his ability the interests of the Company.
2. Indemnification. To the fullest extent permitted by law, the
Company does hereby covenant and agree to indemnify the Director and to hold
the Director harmless from and against any and all claims, threats, suits
(whether instituted by the Company or any other person or entity), damages,
penalties, liabilities, costs and expenses (including, without limitation,
legal fees, costs and disbursements) incurred, suffered or expended by or
threatened against the Director with respect to any action or inaction taken
in the course of the Director's duties as a director of the Company.
3. Reimbursement. The Company agrees to reimburse the Director
immediately to the fullest extent permitted by law for any legal or other
expenses reasonably incurred by either in connection with investigating,
preparing to defend or defending, or providing evidence in or preparing to
serve or serving as a witness with respect to any lawsuits, investigations,
claims or other proceedings arising in any manner out of or in connection
with the Director acting as a director of the Company (including, without
limitation, in connection with the enforcement of this Agreement and the
indemnification obligations set forth herein).
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4. Reservation of Right. The indemnification provided by this
agreement shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any statute, agreement, vote of
stockholders or disinterested directors or otherwise, and shall continue
after the Director has ceased to be a director.
5. Amendment. The terms of this agreement may be enlarged, modified or
altered only by an instrument in writing by all of the parties hereto.
6. Waiver, Etc. Any waiver on the part of any party hereto of any
right or interest under this agreement shall not constitute the waiver of any
right or interest or any subsequent waiver of such right or interest. The
failure of any party at any time to require performance of any provision of
this agreement shall not affect the right of such party to require full
performance thereof at any time thereafter. Any waiver by any party of a
breach of any provision of this agreement shall not constitute a waiver of
any subsequent breach thereof and shall not nullify the effectiveness of such
provision. The failure by any party to give notice of a breach of any
provision of this agreement shall not constitute a waiver of such breach.
7. Binding Effect. Each reference herein to any party shall be deemed
to include its or his successors and assigns, legal representatives,
executors or administrators.
8. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of New York.
9. Severability. The invalidity or unenforceability of any provision
of this agreement shall not affect the validity or enforceability of any
other provision of this agreement, and this agreement shall continue in full
force and effect except for any such invalid or unenforceable provision.
10. Captions. The captions throughout this agreement are for
convenience only and are not intended to limit or be used in the
interpretation of the provisions of this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this agreement on
the date hereinabove mentioned.
ATTEST: THE CHILDREN'S PLACE, INC.
By:
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Xxxxxx Xxxxxxxxx Xxxx Xxxxx
Vice President, Secretary Chairman
and General Counsel
ATTEST: [Director]
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