Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
January
18, 2008
THE
CHILDREN’S PLACE RETAIL STORES, INC.
(Exact
Name of Registrants as Specified in Their Charters)
Delaware
(State
or
Other Jurisdiction of
Incorporation)
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0-23071
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31-1241495
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(Commission
File Number)
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(IRS
Employer Identification No.)
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07094
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(201)
558-2400
(Registrant’s
Telephone Number, Including Area Code)
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 (see
General
Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers
(e)
As
previously disclosed by the Company in a Form 8-K filed with the Securities
and
Exchange Commission on December 12, 2007 the Company has adopted a comprehensive
strategy to address the retention and appropriate compensation of its executive
officers and other key employees, other than its interim Chief Executive
Officer. As part of this comprehensive strategy, the Company adopted a new
long
term equity incentive program for the Company’s executive officers and certain
other key employees (the “2008
LTIP”).
Pursuant to the 2008 LTIP, on December 10, 2007, the executive officers received
an equal number of deferred stock awards and performance share awards to be
issued pursuant to the terms of the amended and restated 2005 Equity Incentive
Plan (the “2005
Plan”).
In
addition, the Company entered into change in control agreements with these
executive officers and other key employees.
The
Company has determined that certain terms among the deferred stock award
agreements, the performance share award agreements and the change in control
agreements that were executed in December required changes to conform to the
terms originally approved by the Company’s board of directors and compensation
committee. Accordingly, on January 18, 2008, the Company began executing amended
and restated agreements with these executive officers and other key employees.
The
material changes to each of these agreements are described below.
Performance
Share Award
The
original performance share award agreements provided that in the event the
awards are not assumed in connection with a change in control, a pro rata
portion of the target number of awards that have not previously vested will
vest
upon such change of control. The performance share award agreements were amended
so that in the event (a) the awards are not assumed in connection with a change
in control or (b) the awardee is entitled to benefits under his or her change
in
control agreement, then in such event the awardee shall be entitled to at least
50% of his or her target number of performance shares if the change in control
occurs by December 10, 2008, 75% of the target if the change in control occurs
between December 11, 2008 and June 10, 2009 and 100% of the target if the change
in control occurs after June 10, 2009.
A
form of
the amended and restated stock award agreement is attached hereto as Exhibit
99.1.
Deferred
Stock Award
The
original deferred stock award agreements provided that in the event the awards
are not assumed in connection with a change in control, 50% of the outstanding
awards will vest if the change in control occurs by December 10, 2008, 75%
would
vest if the change in control occurs between December 11, 2008 and June 10,
2009
and 100% would vest if the change in control occurs after June 10, 2009. The
deferred stock award agreements were amended so that regardless of whether
the
awards are assumed in connection with a change in control the awards will
accelerate as described in the previous sentence. In addition, a provision
was
added to the deferred stock award agreements to provide that if the awards
were
assumed by the purchaser or the surviving company the awards that were not
accelerated would continue to vest when they were originally scheduled to vest
if a change in control had not occurred.
A
form of
the amended and restated stock award agreement is attached hereto as Exhibit
99.2.
Change
in Control Arrangements
The
definition of a “change in control” was amended so that it is the same as in the
2005 Plan.
A
form of
the amended and restated stock award agreement is attached hereto as Exhibit
99.3.
Tara
Poseley Employment Agreement
In
addition, on January 24, 2008, the Company and Tara Poseley, President, Disney
Store North America, entered into an amendment of her employment agreement
whereby if Ms. Poseley’s employment is terminated by us without cause, or by Ms.
Poseley for good reason, we will be required to pay Ms. Poseley her base salary
then in effect for one and a half years following such termination, which amount
will be payable in bi-weekly installments following her termination. Previously,
Ms. Poseley was entitled to her base salary for one year.
Item
9.01 Financial
Statement and Exhibits.
(d) Exhibits.
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Exhibit
99.1
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Form
of Amended and Restated Performance Share Award
Agreement
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Exhibit
99.2
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Form
of Amended and Restated Deferred Stock Award Agreement
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Exhibit
99.3
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Form
of Amended and Restated Change in Control
Agreement
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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| Date:
January 24,
2008 |
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THE
CHILDREN’S
PLACE RETAIL STORES, INC. |
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By: |
/s/
Susan Riley |
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Name: Susan
Riley |
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Title:
Executive
Vice President,
Finance and Administration
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