AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.6

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of May 12, 2006, between EZRA DABAH (“Executive”) and THE CHILDREN’S PLACE RETAIL STORES, INC., a Delaware corporation (“Employer”).

W I T N E S S E T H:

WHEREAS, Employer and Executive are parties to a certain Employment Agreement dated June 27, 1996, as amended by letter dated May 17, 2005 (the “Prior Agreement”); and

WHEREAS, Executive and Employer desire to amend and restate the Prior Agreement as set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties agree as follows:

SECTION 1

EMPLOYMENT OF EXECUTIVE

1.01                          Employer hereby agrees to employ Executive and Executive hereby agrees to be and remain in the employ of Employer upon the terms and conditions hereinafter set forth.

SECTION 2

EMPLOYMENT PERIOD

2.01                          The terms of Executive’s employment under this Agreement shall be effective as of May 12, 2006 (“Effective Date”) and shall continue until May 12, 2009 and thereafter shall

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continue for successive three year periods, until termination of Executive’s employment in accordance with the provisions of Section 5. The period of Executive’s employment by Employer shall be referred to as the “Employment Period” and the date of Executive’s termination of employment with the Employer shall be referred to as the “Termination Date.”

SECTION 3

3.01.         Generally.               During the Employment Period, Executive (a) shall be employed as Chief Executive Officer and Chairman, (b) shall serve as a member of the Executive Management Committee of Employer, and (c) shall devote his full attention and expend his efforts, energies and skills on a full-time basis to the business of Employer and other enterprises controlled by, or under common control with Employer (Employer and such entities being referred to collectively as the “Company”). Without limiting the generality of the foregoing, Executive shall have all such duties and responsibilities customarily undertaken and performed by persons in his position in similar businesses to that of Employer. Executive’s employment by Employer shall constitute his exclusive employment during the Employment Period. Executive is permitted to serve as a director of any other business corporation or as a general partner of any partnership in accordance with the corporate governance guidelines of the Company.

3.02.         Reporting.              Executive shall report directly to the Board of Directors of Employer (“Board”). During the Employment Period, Executive will be subject to all of the policies, rules and regulations of which Executive is given notice applicable to senior executives of Employer and will comply with all directions and instructions of the Board.

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SECTION 4

COMPENSATION

4.01          Compensation, Generally.    For all services rendered and required to be rendered by covenants of, and restrictions imposed on, Executive under this Agreement, Employer shall pay to Executive during and with respect to the Employment Period, and Executive agrees to accept (in full payment) Base Salary and Performance Bonus, all as more fully described on Exhibit A (collectively, the “Compensation”).

4.02          Other Benefits.      Except as otherwise provided herein, during the Employment Period, Executive shall be entitled to receive such benefits as are at least as favorable as those provided by the Employer to Employer’s other senior executives (other than those benefits provided under or pursuant to separately negotiated individual employment agreements or arrangements), including those under any pension or retirement plan, stock purchase, stock option or stock ownership plan, disability plan or insurance, group life insurance, medical insurance, or other similar plan or program of Employer. Employer shall provide Executive with life insurance in such amount so that the annual premium of such life insurance shall not exceed $20,000. Executive shall also be entitled to a personal driver. Executive’s Base Salary shall constitute the compensation on the basis of which the amount of Executive’s benefits under any such plan or program shall be fixed and determined.

4.03          Expense Reimbursement.     Employer shall reimburse Executive for all business expenses reasonably incurred by him in the performance of his duties under this Agreement upon his presentation, not less frequently than monthly, of signed, itemized accounts of such expenditures all in accordance with Employer’s policies and procedures as adopted and in effect

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from time to time and applicable to its employees of comparable status.

4.04          Personal Expenses Allowance            Employer shall provide Executive with an allowance of $4,000 each month during the Employment Period to cover personal expenses associated with Executive’s ownership and operation of an automobile and other personal expenses. In the event the Employer makes any payments directly to a third party under this Section, said allowance shall be reduced by such amounts paid by Employer.

4.05.         Vacations.              Executive shall be entitled to five weeks vacation each twelve month period worked, which shall be taken at such time or times as shall not unreasonably interfere with Executive’s performance of his duties under this Agreement.

SECTION 5

TERMINATION OF EMPLOYMENT PERIOD

5.01.         Termination Without Cause.               At any time during the Employment Period, by notice to the other, Executive or the Board may terminate Executive’s employment under this Agreement without “Cause” (as defined below). Such notice shall specify the effective date of termination which shall not be less than sixty (60) days after the date of such notice.

5.02.         By Employer: Cause.            At any time during the Employment Period, by notice to Executive, the Board may terminate Executive’s employment under this Agreement for “Cause,” effective immediately. Such notice shall specify the cause for termination. For the purposes of this Section 5.02, “Cause” means:

(a)           a breach by Executive of any of the material provisions of this Agreement;

(b)           the commission by Executive of an act involving moral turpitude or

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                dishonesty, whether or not in connection with Executive’s employment hereunder;

(c)           Executive shall have committed any act of fraud against the Employer or engaged in any other willful misconduct in connection with his duties hereunder; or

(d)           Executive shall have been convicted of a felony (other than a felony relating to motor vehicle laws).

In each case, an event giving rise to “Cause” shall not be finally determined to have occurred unless admitted to in writing by the Executive or set forth in a final determination of an arbitrator as provided in Section 10.04 hereof. Notwithstanding the foregoing, no Cause for termination shall be deemed to exist with respect to the Executive’s acts described in (a) through (c) above unless the Board shall have given prior written notice to the Executive specifying the Cause with reasonable particularity and, within thirty (30) days after such notice, the Executive shall not have cured or eliminated the problem or thing giving rise to such Cause.

5.03.         By Executive for Good Reason.          Executive may, at any time during the Employment Period by notice to the Board, terminate the Employment Period under this Agreement for “Good Reason” effective immediately. For the purposes hereof, “Good Reason” means:

(a)           any material breach by Employer of any provision of this Agreement which, if susceptible of being cured, is not cured within thirty (30) days of delivery of notice thereof to Employer by Executive;

(b)           the assignment to Executive by Employer of duties inconsistent with Executive’s position, responsibilities or status with Employer as in effect on the Effective Date including, but not limited to, any significant reduction in such position, duties, responsibilities or

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status, any change in Executive’s titles, offices or perquisites, as then in effect, or any removal of Executive from or any failure to re-elect Executive to, any such positions, except in connection with the termination of his employment on account of his death, disability, or for Cause;

(c)           a relocation by Employer of Executive’s place of employment described in Section 7.01 hereto;

(d)           any purported termination of Executive’s employment for cause which is not effected in accordance with the requirements of Section 5.02 hereof (and for purposes of this Agreement no such purported termination shall be effective).

5.04          Disability .              During the Employment Period, if, as a result of physical or mental incapacity or infirmity (including alcoholism or drug addiction), Executive shall be unable to perform his duties under this Agreement for:

(a)           a continuous period of at least 120 days, or

(b)           periods aggregating at least 180 days during any period of 12 consecutive months (each a “Disability Period”), and at the end of the Disability Period the Board of Directors shall have determined, in good faith, that by reason of such physical or mental disability (“Disability”) the Executive shall be unable to perform the services required of him hereunder, the Employer may terminat