Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15 (d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported)
|
July
27, 2006
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THE
CHILDREN'S PLACE RETAIL STORES, INC.
|
(Exact
name of registrant as specified in its charter)
|
DELAWARE
(State
or other jurisdiction
of
incorporation)
|
|
0-23071
(Commission
File
Number)
|
|
31-1241495
(IRS
Employer ID
Number)
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915
Secaucus Road, Secaucus, New Jersey
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07094
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
Telephone Number, including area code:
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(201)
558-2400
|
Not
Applicable
|
(Former
name or former address, if changed since last report)
|
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
Tara
Poseley Employment Agreement
As
previously announced, Tara Poseley will be joining the company as President,
Disney Store North America. Ms. Poseley will report directly to Ezra Dabah,
our
Chairman and Chief Executive Officer. On July 28, 2006 we entered into an
employment agreement with her that provides that effective as of September
18,
2006 she will serve as our President, Disney Store North America until such
time
as her employment is terminated in accordance with the termination provisions
thereof. Ms. Poseley’s salary for the initial year is $625,000, subject to
annual review by our compensation committee. Ms. Poseley is entitled to
receive an annual bonus, pursuant to the Annual Management Incentive Bonus
Plan,
in an amount equal to the product of (a) Ms. Poseley’s annual base
salary, times (b) a percentage equal to or greater than 50% as determined
by the compensation committee in their discretion, times (c) a bonus
percentage determined in accordance with the Annual Management Incentive Bonus
Plan. Subject to the terms of the Annual Management Incentive Bonus Plan, the
minimum bonus that Ms. Poseley will receive for (x) the remainder of fiscal
2006
is $156,250 and (y) fiscal 2007 is $312,500.
Ms.
Poseley’s employment agreement provides that we shall (a) pay her $10,000 for
relocation incidentals, (b) provide her and her family with housing in the
Los
Angeles, California area from September 18, 2006 through December 31, 2006,
and
(c) pay the cost of roundtrip airfare for either Ms. Poseley or her family
to
travel to Los Angeles each week from September 18, 2006 through December 31,
2006.
Ms. Poseley’s
employment agreement provides that if Ms. Poseley’s employment is
terminated by us without cause, or by Ms. Poseley for good reason or
following a change in control (as each such term is defined in the agreement),
we will be required to pay Ms. Poseley her base salary then in effect for
one year following such termination, which amount will be payable in bi-weekly
installments following her termination. If Ms. Poseley’s employment is
terminated due to a change of control, all of her outstanding unvested stock
options and restricted shares, if any, excluding any equity-based compensation
granted to Ms. Poseley pursuant to any long term compensation program which
shall be governed by the terms of such program, will immediately
vest.
Mark
Rose Compensation Arrangements
Effective
on July 27, 2006 we reorganized our senior management reporting structure and
now Mark Rose, our Senior
Vice President, Chief Supply Officer, will now report directly to Ezra Dabah,
our Chairman and Chief Executive Officer. As a result, Mr. Rose is now
considered an executive officer of the company.
Mr.
Rose’s annual
base salary continues to be $400,000 and based on the company's performance
to
profit goals his targeted bonus under the Annual Management Incentive Bonus
Plan
continues to be 40% of his base salary. As part of our Long-Term Compensation
Program, on January 30, 2006, we granted Mr. Rose a performance award
under our 2005 Equity Incentive Plan entitling Mr. Rose to receive a target
amount of up to 36,180 shares of our common stock, subject to the terms and
conditions of a performance award agreement between Mr. Rose and us and
such agreement has substantially
similar terms and conditions as those performance awards that were granted
to
our Chief Executive Officer and certain other members of senior management
on
Janury 30, 2006, as described in the Form 8-K filed by the Company with the
Commission on February 2, 2006. If
the
performance targets under the performance award agreement are met or exceeded,
Mr. Rose may be entitled to receive a maximum amount of up to 72,360 shares
of our common stock.
Richard
Flaks Compensation
Arrangements
Effective
on July 27, 2006 we reorganized our senior management reporting structure and
now Richard Flaks, our Senior
Vice President, Planning Allocation and Information Technology, will now report
directly to Ezra Dabah, our Chairman and Chief Executive Officer. As a result,
Mr. Flaks is now considered an executive officer of the company.
Mr.
Flaks’ annual
base salary continues to be $450,000 and based on the company's performance
to
profit goals his targeted bonus under the Annual Management Incentive Bonus
Plan
continues to be 40% of his base salary. As part of our Long-Term Compensation
Program, on January 30, 2006, we granted Mr. Flaks
a
performance
award under our 2005 Equity Incentive Plan entitling Mr. Flaks to
receive a target amount of up to 36,180 shares of our common stock, subject
to
the terms and conditions of a performance award agreement between
Mr. Flaks and
us
and such agreement has substantially
similar terms and conditions as those performance awards that were granted
to
our Chief Executive Officer and certain other members of senior management
on
Janury 30, 2006, as described in the Form 8-K filed by the Company with the
Commission on February 2, 2006. If
the
performance targets under the performance award agreement are met or exceeded,
Mr. Flaks may
be
entitled to receive a maximum amount of up to 72,360 shares of our common
stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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THE
CHILDREN'S PLACE RETAIL STORES, INC.
By:
/s/
Steven
Balasiano
Name: Steven
Balasiano, Senior Vice President,
Chief
Administrative Officer, General Counsel and Secretary
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