0001060822-11-000006 Sample Contracts

AMENDED AND RESTATED SEVERANCE AGREEMENT
Amended and Restated Severance Agreement • March 2nd, 2011 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • Massachusetts

This Amended and Restated Severance Agreement (“Agreement”) is made as of March 2, 2011 (the “Effective Date”), by and between The William Carter Company (the “Company”) and Brian J. Lynch (the “Executive”). Except as otherwise provided in Section 14(b) hereof, this Agreement shall replace in its entirety the letter agreement between Executive and the Company dated as of June 6, 2008, as amended from time to time (the “Prior Agreement”) and the Severance Agreement between the Executive and the Company dated as of August 25, 2010 (the “Severance Agreement”).

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Contract
Severance Agreement • March 2nd, 2011 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • Massachusetts
SIXTH AMENDMENT TO LEASE
Lease • March 2nd, 2011 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl
FIFTH AMENDMENT TO LEASE
Lease • March 2nd, 2011 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl

This Fifth Amendment to Lease (the “Amendment”) is entered into as of this 4th day of November, 2010 (the “Effective Date”), by and between JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), formerly known as The Manufactures Life Insurance Company (USA), a wholly owned subsidiary of Manulife Financial Corporation (the “Landlord”), successor by purchase and assignment to Proscenium, LLC; and THE WILLIAM CARTER COMPANY, a Massachusetts corporation (the “Tenant”).

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