Exhibit 10.73
AMENDMENT TO AMENDED AND
RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT
This Amendment to the Amended and
Restated Change in Control Severance Agreement (the
“Amendment”), dated as of the 31st day of December,
2008, is made by and between The Children’s Place Retail
Stores, Inc. (the “Corporation”) and Susan J.
Riley (the “Executive”).
WITNESSETH THAT:
WHEREAS, the Corporation and the
Executive are parties to an Amended and Restated Change in Control
Severance Agreement, first dated as of December 13, 2007, and
amended and restated as of January 21, 2008 (the
“Agreement”); and
WHEREAS, the Corporation and the
Executive desire to amend the Agreement to comply with the
requirements of Section 409A of the Internal Revenue Code of
1986, as amended.
NOW THEREFORE, for and in
consideration of the foregoing, the Corporation and the Executive
hereby agree as follows:
1.
Section 1.15 of the Agreement
is hereby amended and restated to read, in its entirety, as
follows:
““ Release
” shall mean a release to be signed by Executive in such form
as the Company shall reasonably determine, which shall, to the
extent permitted by law, waive all claims and actions against the
Employer and its affiliates and such other related parties and
entities as the Company chooses to include in the release except
for claims and actions for benefits provided under the terms of
this Agreement (which Release is not revoked by Executive) and
which (i) will be provided to Executive by the Company no later
than 5 days following Executive’s termination of employment
(or, if Executive is terminated pursuant to Section 3.01(c), no
later than 5 days following the consummation of the applicable
Change in Control) and (ii) will be executed by Executive and
returned to the Company no later than 21 days (or such longer
period if and to the extent required under applicable law)
following the date such Release is provided to
Executive.”
2.
Paragraph (a) of
Section 4.01 of the Agreement is hereby amended and restated
to read, in its entirety, as follows:
“In lieu of any further
payments to Executive (including, without limitation, in lieu of
any annual bonus payments or pro-rata bonus payments
