FORM OF DEFERRED STOCK AWARD AGREEMENT - EXECUTIVES (2008 LONG-TERM INCENTIVE PROGRAM) THE CHILDREN’S PLACE RETAIL STORES, INC.
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.
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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. | ||
| |
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| By: | ||
|
Name: Xxxxxxx Xxxxxxx |
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| Title: Interim Chief Executive Officer | ||
| Date: __________________________ | ||
| AWARDEE | ||
| |
|
|
|
Name:
|
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|
Date:
_____________________________
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