FORM OF AMENDED AND RESTATED DEFERRED STOCK AWARD AGREEMENT - EXECUTIVES (2008 LONG-TERM INCENTIVE PROGRAM) THE CHILDREN’S PLACE RETAIL STORES, INC.
FORM
OF AMENDED AND RESTATED DEFERRED STOCK AWARD AGREEMENT -
EXECUTIVES
(2008
LONG-TERM INCENTIVE PROGRAM)
THE
CHILDREN’S PLACE RETAIL STORES, INC.
This
Amended and Restated Deferred Stock Award Agreement (the “Agreement”), entered
into on January __, 2008, by and between The Children’s Place Retail Stores,
Inc., a Delaware corporation (the “Company”), and _____________ (the “Awardee”)
but effective as of December 10, 2007, amends, restates and supercedes the
Deferred Stock Award Agreement effective as of December 10, 2007 (the “Award
Date”) by and between Awardee and the Company.
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”);
WHEREAS,
on December 6, 2007 the Compensation Committee of the Board of Directors (the
“Committee”) granted the number of Deferred Shares set forth on Section 1 of
this Agreement to Awardee and such grant was effective on December 10,
2007;
WHEREAS,
on January 10, 2008, the Committee authorized certain changes to the terms
of
the Deferred Stock Award Agreement and the Committee desires that such changes
be effective as of December 10, 2007;
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 Shares shall vest (and the Common Stock
shall
be deliverable) upon the death or Disability of the Awardee while in the employ
of the Company; provided, however, in the event the Deferred Shares vest
pursuant to Section 2 hereof, upon the death or Disability of the Awardee all
of
the remaining shares that had not previously vested shall vest. 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 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. In addition, if the Company’s
obligations under this Agreement are assumed by the purchaser or the surviving
company (as the case may be), a number of the Deferred Shares that do not vest
in accordance with the preceding sentence of this Section 2 equal to the
difference, if any, by which the number that would have vested in accordance
with the original vesting schedule on either of the second or third
anniversaries of the Award Date exceeds the number that vested in accordance
with the preceding sentence shall vest, and Awardee shall be entitled to
delivery of the underlying Common Stock with respect to such Deferred Shares
as
of each of such second and third anniversaries of the Award Date, as the case
may be, until all fully vested Deferred Shares have been so delivered. 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;
provided, however, in lieu of such Deferred Shares, at the Company's election,
Awardee may receive either (A) the same kind and amount of securities and/or
other property receivable by holders of outstanding shares of the Company’s
Common Stock as consideration in such Change in Control transaction, or (B)
cash
equal to the “fair market value” of the Common Stock underlying such Deferred
Shares, or property described in the foregoing clause (A), determined as of
the
date of the Change in Control. For
purposes of this Agreement, "fair market value" means the per-share price paid
for (or the corresponding value assigned to) the Common Stock in connection
with
the Change in Control (or, if such amount is payable in connection with the
Awardee's Date of Termination (as defined in the Change in Control Severance
Agreement between Awardee and the Company (“Change in Control Severance
Agreement”)), the higher of such amount or the "Fair Market Value" of the Common
Stock as determined pursuant to Section 2(n) of the Plan on the date of
payment).
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.
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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 withhold from amounts payable to the Awardee,
as
compensation or otherwise, or alternatively, to require the Awardee to remit
to
the Company, 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.
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.
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 other
than
the Change in Control Severance Agreement, the terms and provisions of this
Agreement will 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.
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13. Amendment.
This
Agreement may be amended or modified only by a written instrument executed
by
both the Company and the Awardee.
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
Title:
Interim Chief Executive Officer
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| Date: __________________________ | ||
| AWARDEE | ||
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Name:
_____________________________
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| Date: __________________________ | ||
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