EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
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4.1** The 1996 Stock Option Plan of The Children's Place
Retail Stores, Inc.
4.2* The 1997 Stock Option Plan of The Children's Place
Retail Stores, Inc.
4.3** The Children's Place Retail Stores, Inc. Employee
Stock Purchase Plan.
5.1* Opinion of Stroock & Stroock & Lavan LLP as to the
legality of the securities being offered.
23.1* Consent of Stroock & Stroock & Lavan LLP.
(Included in Exhibit 5.1).
23.2* Consent of Arthur Andersen LLP.
24* Powers of Attorney (included on signature pages).
- --------------
* Filed herewith
** Previously filed
EXHIBIT 4.2
1997 STOCK OPTION PLAN
OF
THE CHILDREN'S PLACE RETAIL STORES, INC.
1. PURPOSE. The purpose of this Stock Option Plan is to advance the
interests of the Corporation by encouraging and enabling the acquisition of a
larger personal proprietary interest in the Corporation by employees and
directors of the Corporation and its Subsidiaries by providing such employees
and directors with incentives to put forth maximum efforts for the success of
the Corporation's business. It is anticipated that the acquisition of such
proprietary interest in the Corporation and such incentives will stimulate the
efforts of such employees and directors on behalf of the Corporation and its
Subsidiaries and strengthen their desire to remain with the Corporation and its
Subsidiaries. It is also expected that such incentives and the opportunity to
acquire such a proprietary interest will enable the Corporation and its
Subsidiaries to attract desirable personnel and directors.
2. DEFINITIONS. When used in this Plan, unless the context otherwise
requires:
(a) "Board of Directors" or "Board" shall mean the Board of Directors
of the Corporation, as constituted at any time.
(b) "Cause" shall mean, with respect to the holder of an Option, (i) a
breach by the holder of any of the material provisions of any employment
agreement between the holder and the Corporation or a Subsidiary that the
holder fails to remedy or cease within ten days after notice thereof to the
holder; (ii) any conduct, action or behavior by the holder that has or may
reasonably be expected to have a material adverse effect on the reputation
of the Corporation or its Subsidiaries or on the holder's reputation or
that is not befitting of an executive officer, employee or director of the
Corporation or a Subsidiary; (iii) the commission by the holder of an act
involving moral turpitude or dishonesty, whether or not in connection with
the holder's employment by, or service as a director of, the Corporation or
a Subsidiary; (iv) the holder shall have committed any act of fraud or
embezzlement against the Corporation or a Subsidiary or engaged in any
other willful misconduct in connection with his duties; or (v) the holder
shall have been convicted of a felony (other than a felony relating to
motor vehicle laws). Notwithstanding the foregoing, no Cause shall be
deemed to exist with respect to the holder's acts described in (ii) above
unless the Corporation shall have given prior written notice to the holder
specifying the Cause with reasonable particularity and, within 30 days
after such notice, the holder shall not have cured or eliminated the
problem or thing giving rise to such Cause.
(c) "Chairman of the Board" shall mean the person who at the time
shall be Chairman of the Board of Directors.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(e) "Committee" shall mean the Committee hereinafter described in
Section 3.
(f) "Corporation" shall mean The Children's Place Retail Stores, Inc.,
a Delaware corporation.
(g) "Disability" shall mean, with respect to the holder of an Option,
the holder's inability, as a result of physical or mental incapacity or
infirmity, to perform the duties of his employment for (i) a continuous
period of at least 120 days, or (ii) periods aggregating at least 180 days
during any period of 12 consecutive months.
(h) "Eligible Director" shall mean a director of the Corporation who
is not also an employee of the Corporation or a Subsidiary and is not an
employee, partner or principal of Saunders Karp & Megrue, L.P. or any of
its affiliates.
(i) "Eligible Persons" shall mean those persons described in Section 4
who are potential recipients of Options.
(j) "Fair Market Value" on a specified date shall mean the average of
the high and low sales prices at which a Share is traded on the stock
exchange, if any, on which Shares are primarily traded or, if the Shares
are not then traded on a stock exchange, the average of the high and low
sales prices of a Share as reported on the NASDAQ Market or, if the Shares
are not then traded on the NASDAQ Market, the average of (i) the average of
the high and low bid prices and (ii) the average of the high and low asked
prices, at which a Share is traded on the over-the-counter market, but if
no Shares were traded on such date, then on the last previous date on which
a Share was so traded, or, if none of the above are applicable, the value
of a Share as established by the Committee for such date using any
reasonable method of valuation.
(k) "Initial Pubic Offering Price" shall mean the price per Share at
which Shares are offered to the public in the Corporation's initial public
offering, as set forth on the cover page of the prospectus relating
thereto.
(l) "Options" shall mean the Stock Options granted pursuant to this
Plan.
(m) "Plan" shall mean this 1997 Stock Option Plan of The Children's
Place Retail Stores, Inc., as adopted by the Board of Directors and
approved by stockholders as of ___________, 1997, as such Plan from time to
time may be amended.
(n) "President" shall mean the person who at the time shall be the
President of the Corporation.
(o) "Share" shall mean a share of Common Stock, par value $.10 per
share, of the Corporation.
(p) "Subsidiary" shall mean any corporation 50% or more of whose stock
having general voting power is owned by the Corporation, or by another
Subsidiary as herein defined, of the Corporation.
3. COMMITTEE. The Plan shall be administered by a Committee consisting of
Ezra Dabah and Stanley B. Silver; provided, however, that from and after the
effective date of the initial public offering of Shares by the Corporation, the
Committee shall consist of two or more directors of the Corporation appointed by
the Board of Directors.
4. PARTICIPANTS. All employees and directors of the Corporation or a
Subsidiary, as determined by the Committee, shall be eligible to receive Options
under the Plan. The parties to whom Options are granted under this Plan, and the
number of Shares subject to each such Option, shall be determined by the
Committee in its sole discretion, subject, however, to the terms and conditions
of this Plan. Each Eligible Director also shall be granted Options in accordance
with Section 7.
5. SHARES. Subject to the provisions of Section 15 hereof, the Committee
may grant Options with respect to an aggregate of up to 1,000,000 Shares, all of
which Shares may be either Shares held in treasury or authorized but unissued
Shares. The maximum number of Shares which may be the subject of Options granted
under the Plan during any calendar year to any individual shall not exceed
250,000 Shares. If the Shares that would be issued or transferred pursuant to
any Option are not issued or transferred and cease to be issuable or
transferable for any reason, the number of Shares subject to such Option will no
longer be charged against the limitation provided for herein and may again be
made subject to Options. Notwithstanding the preceding, with respect to any
Option granted to any individual who is a "covered employee" within the meaning
of Section 162(m) of the Code that is cancelled, the number of shares subject to
such Option shall continue to count against the maximum number of shares which
may be the subject of Options granted to such individual. For purposes of the
preceding sentence, if, after grant, the exercise price of an Option is reduced,
such reduction shall be treated as a cancellation of such Option and the grant
of a new Option, and both the cancellation of the Option and the new Option
shall be counted against the maximum number of shares for which Options may be
granted to the holder of such Option.
6. GRANT OF OPTIONS. The number of any Options to be granted to any
Eligible Person shall be determined by the Committee in its sole discretion. At
the time an Option is granted, the Committee may, in its sole discretion,
designate whether such Option (a) is to be considered as an incentive stock
option within the meaning of Section 422 of the Code, or (b) is not to be
treated as an incentive stock option for purposes of this Plan and the Code. No
Option which is intended to qualify as an incentive stock option may be granted
to any individual who, at the time of such grant, is not an employee of the
Corporation or a Subsidiary.
Notwithstanding any other provision of this Plan to the contrary, to the
extent that the aggregate Fair Market Value (determined as of the date an Option
is granted) of the Shares with respect to which Options which are designated as
(or deemed to be) incentive stock options granted to an employee (and any
incentive stock options granted to such employee under any other incentive stock
option plan maintained by the Corporation or any Subsidiary that meets the
requirements of Section 422 of the Code) first become exercisable in any
calendar year exceeds $100,000, such Options shall be treated as Options which
are not incentive stock options. Options with respect to which no designation is
made by the Committee shall be deemed to be incentive stock options to the
extent that the $100,000 limitation described in the preceding sentence is met.
This paragraph shall be applied by taking Options into account in the order in
which they are granted.
Nothing herein contained shall be construed to prohibit the issuance of
Options at different times to the same person.
A certificate of Option signed by the Chairman of the Board or the
President or a Vice President of the Corporation, attested by the Treasurer or
an Assistant Treasurer, or Secretary or an Assistant Secretary of the
Corporation and bearing the seal of the Corporation affixed thereto, shall be
issued to each person to whom an Option is granted. The certificate of Option
for an Option shall be legended to indicate whether or not the Option is an
incentive stock option. The certificate for an Option which is an incentive
stock option, for an Option which is not an incentive stock option and for an
Option granted to an Eligible Director pursuant to Section 7 shall be in the
form attached hereto as Annex 1, Annex 2 and Annex 3, respectively, or in such
other form as may be determined by the Committee from time to time.
7. GRANTS OF OPTIONS TO ELIGIBLE DIRECTORS. Notwithstanding any other
provision of this Plan to the contrary, Options which are not incentive stock
options shall be granted to each Eligible Director in accordance with this
Section 7. Each Eligible Director who is a member of the Board as of the
consummation of the initial public offering of Shares by the Corporation shall
be granted an Option upon such consummation to purchase 5,000 Shares at a
purchase price per Share equal to the Initial Public Offering Price. Each
Eligible Director who is initially elected to the Board after the consummation
of the initial public offering of Shares by the Corporation shall be granted an
Option on the date of his initial election to the Board to purchase Shares at a
purchase price per Share equal to the Fair Market Value of a Share on the date
of grant of such Option. On the last day of each fiscal year of the Corporation
(beginning with the fiscal year commencing on a date following the initial
public offering of Shares by the Corporation) each member of the Board who is an
Eligible Director on such date shall be granted an additional Option to purchase
5,000 shares at a purchase price per Share equal to the Fair Market Value of a
Share on the date of grant of such Option; provided, however, that with respect
to any such Eligible Director who is initially elected to the Board during such
a fiscal year, the Option granted to such Eligible Director on the last day of
the fiscal year during which he was initially elected to the Board shall be for
a number of Shares equal to 5,000 multiplied by a fraction, the numerator of
which shall be the number of days during the fiscal year during which such
Eligible Director was a member of the Board and the denominator of which shall
be 365, which number of Shares shall be rounded up to the next whole number of
Shares. Except as otherwise provided in Sections 11 and 14, one-third of the
Shares subject to an Option granted pursuant to this Section 7 may be purchased
on or after each of the first, second and third anniversaries, respectively, of
the date of grant, but prior to the expiration of the Option.
8. PURCHASE PRICE. The purchase price per Share for the Shares purchased
pursuant to the exercise of an Option (other than an Option granted pursuant to
Section 7) shall be fixed by the Committee at the time of grant of the Option;
provided, however, that the purchase price per Share for the Shares to be
purchased pursuant to the exercise of an incentive stock option shall not in any
event be less than 100% of the Fair Market Value of a Share on the date of grant
of the Option, except as provided in Section 10.
9. DURATION OF OPTIONS. The duration of each Option shall be ten years from
the date upon which the Option is granted, except as provided in Sections 10 and
14.
10. TEN PERCENT STOCKHOLDERS. Notwithstanding any other provision of this
Plan to the contrary, no Option which is intended to qualify as an incentive
stock option may be granted under this Plan to any employee who, at the time the
Option is granted, owns Shares possessing more than 10 percent of the total
combined voting power or value of all classes of stock of the Corporation,
unless the exercise price under such Option is at least 110% of the Fair Market
Value of a Share on the date such Option is granted and the duration of such
Option is no more than five years.
11. EXERCISE OF OPTIONS. Unless the Committee determines otherwise at the
time of grant, and except as otherwise provided herein, 20% of the Shares
subject to an Option may be purchased on or after December 31st of the year in
which such Option is granted and an additional 20% of the Shares subject to such
Option may be purchased on or after each of the first, second, third and fourth
anniversaries, respectively, of the date of grant, but prior to the expiration
of the Option; provided, however, that in no event, other than the holder's
death, may an Option be exercised during the six-month period commencing on the
date of grant.
Notwithstanding the foregoing, all or any part of any remaining unexercised
Options granted to any person (including Options granted pursuant to Section 7)
may be exercised, subject to the timing provisions of Section 14 hereof, in the
following circumstances (but in no event, other than the holder's death, during
the six-month period commencing on the date of grant): (a) upon the holder's
retirement from the Corporation and all Subsidiaries on or after his 65th
birthday, (b) upon the Disability or death of the holder, (c) upon a Change in
Control (as hereinafter defined) while the holder is in the employ or service of
the Corporation or (d) upon the occurrence of such special circumstance or event
as in the opinion of the Committee merits special consideration.
For purposes of the Plan, a "Change in Control" shall mean any of the
following events: (i) the sale to any purchaser of (A) all or substantially all
of the assets of the Corporation or (B) capital stock representing more than 50%
of the stock of the Corporation entitled to vote generally in the election of
directors of the Corporation; (ii) the merger or consolidation of the
Corporation with another corporation if, immediately after such merger or
consolidation, less than a majority of the combined voting power of the then
outstanding securities entitled to vote generally in the election of directors
of the surviving or resulting corporation in such merger or consolidation is
held, directly or indirectly, in the aggregate by the holders immediately prior
to such transaction of the outstanding securities of the Corporation; (iii) the
filing of a report on Schedule 13D or Schedule 14D-1 (or any successor schedule,
form, or report or item therein), each promulgated pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), disclosing that any
person (as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act) has become the beneficial owner (as the term "beneficial
owner" is defined under Rule 13d-3 or any successor rule or regulation
promulgated under the Exchange Act) of securities representing 50% or more of
the combined voting power of the voting stock of the Corporation; or (iv) the
filing by the Corporation of a report or proxy statement with the Securities and
Exchange Commission pursuant to the Exchange Act disclosing in response to Form
8-K or Schedule 14A (or any successor schedule, form, or report or item therein)
that a change in control of the Corporation has occurred or will occur in the
future pursuant to any then existing contract or transaction. Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur for purposes of
the Plan as a result of an event described above if a majority of the
individuals who are members of the Board prior to such event specifically
determines that a Change in Control should not be deemed to have occurred.
An Option shall be exercised by the delivery of a written notice duly
signed by the holder thereof to such effect, together with the Option
certificate and the full purchase price of the Shares purchased pursuant to the
exercise of the Option, to the Chairman of the Board or an officer of the
Corporation appointed by the Chairman of the Board for the purpose of receiving
the same. Payment of the full purchase price shall be made as follows: in cash;
by check payable to the order of the Corporation; by delivery to the Corporation
of Shares which shall be valued at their Fair Market Value on the date of
exercise of the Option (provided, that a holder may not use any Shares which the
holder has beneficially owned for less than six months); or by such other
methods as the Committee may permit from time to time, including, without
limitation, by a "cashless" exercise method through a registered broker-dealer
or by furnishing a promissory note to the Corporation, bearing interest at a
rate determined by the Committee (but not less than such rate as shall preclude
the imputation of interest under the Code) and containing such other terms as
shall be determined by the Committee. Notwithstanding the foregoing, with
respect to a holder of an Option who is subject to Section 16 of the Exchange
Act, payment of the purchase price by delivery to the Corporation of Shares
previously owned by such holder shall be conditioned upon approval by the Board,
in advance of the exercise of the Option, of the use of such payment method, and
any such holder who wishes to use such payment method shall notify the
Corporation, in writing, prior to the exercise of the Option, of such holder's
intention to use such payment method.
Within a reasonable time after the exercise of an Option, the Corporation
shall cause to be delivered to the person entitled thereto, a certificate for
the Shares purchased pursuant to the exercise of the Option. If the Option shall
have been exercised with respect to less than all of the Shares subject to the
Option, the Corporation shall also cause to be delivered to the person entitled
thereto a new Option certificate in replacement of the certificate surrendered
at the time of the exercise of the Option, indicating the number of Shares with
respect to which the Option remains available for exercise, or the original
Option certificate shall be endorsed to give effect to the partial exercise
thereof.
Notwithstanding any other provision of the Plan or of any Option, no Option
granted pursuant to the Plan may be exercised at any time when the Option or the
granting or exercise thereof violates any law or governmental order or
regulation.
12. CONSIDERATION FOR OPTIONS. The Corporation shall obtain such
consideration for the grant of an Option as the Committee in its discretion may
determine.
13. NON-TRANSFERABILITY OF OPTIONS. Options and all other rights thereunder
shall be non-transferable and non-assignable by the holder thereof except to the
extent that the estate of a deceased holder of an Option may be permitted to
exercise them. Options may be exercised or surrendered during the holder's
lifetime only by the holder thereof.
14. TERMINATION OF EMPLOYMENT OR SERVICE. All or any part of any Option, to
the extent unexercised, shall terminate immediately upon the termination for any
reason of the holder's employment or service with the Corporation or any
Subsidiary, except that the holder shall have three months after such
termination of employment or service to exercise any unexercised Option that he
could have exercised on the day on which such employment or service terminated
(including Options which accelerate in exercisability pursuant to Section 11
hereof); provided, however, that such exercise must be accomplished prior to the
expiration of the term of such Option. Notwithstanding the foregoing, if the
termination of employment or service is due to Disability or to death, the
holder or the representative of the estate of a deceased holder shall have the
privilege of exercising the Options which are unexercised at the time of such
Disability or death; provided, however, that such exercise must be accomplished
prior to the expiration of the term of such Option and within one year after the
holder's Disability or death, as the case may be. If the employment or service
of any holder of an Option with the Corporation or a Subsidiary shall be
terminated for Cause, all unexercised Options of such holder shall terminate
immediately upon such termination of the holder's employment or service with the
Corporation and all Subsidiaries, and a holder of Options whose employment or
service with the Corporation and Subsidiaries is so terminated, shall have no
right after such termination to exercise any unexercised Option he might have
exercised prior to the termination of his employment or service with the
Corporation and Subsidiaries.
15. ADJUSTMENT PROVISION. If prior to the complete exercise of any Option
there shall be declared and paid a stock dividend upon the Shares or if the
Shares shall be split up, converted, exchanged, reclassified, or in any way
substituted for, then the Option, to the extent that it has not been exercised,
shall entitle the holder thereof upon the future exercise of the Option to such
number and kind of securities or cash or other property subject to the terms of
the Option to which he would have been entitled had he actually owned the Shares
subject to the unexercised portion of the Option at the time of the occurrence
of such stock dividend, split-up, conversion, exchange, reclassification or
substitution, and the aggregate purchase price upon the future exercise of the
Option shall be the same as if the originally optioned Shares were being
purchased thereunder.
Any fractional shares or securities issuable upon the exercise of the
Option as a result of such adjustment shall be payable in cash based upon the
Fair Market Value of such shares or securities at the time of such exercise. If
any such event should occur, the number of Shares with respect to which Options
remain to be issued, or with respect to which Options may be reissued, shall be
adjusted in a similar manner.
Notwithstanding any other provision of the Plan, in the event of a
recapitalization, merger, consolidation, rights offering, separation,
reorganization or liquidation, or any other change in the corporate structure or
outstanding shares, the Committee shall make such adjustments to the number of
Shares and the class of shares available hereunder or to any outstanding Options
as shall be necessary to prevent dilution or enlargement of rights.
16. ISSUANCE OF SHARES AND COMPLIANCE WITH SECURITIES Act. Any holder of an
Option shall make such representations and furnish such information as may, in
the opinion of counsel for the Corporation, be appropriate to permit the
Corporation, in the light of the then existence or non-existence with respect to
such Shares of an effective Registration Statement under the Securities Act of
1933, as amended from time to time (the "Securities Act"), to issue the Shares
in compliance with the provisions of the Securities Act or any comparable act.
The Corporation shall have the right, in its sole discretion, to legend any
Shares which may be issued pursuant to the exercise of any Option, or may issue
stop transfer orders in respect thereof.
17. INCOME TAX WITHHOLDING. If the Corporation or a Subsidiary shall be
required to withhold any amounts by reason of any Federal, State or local tax
rules or regulations in respect of the issuance of Shares pursuant to the
exercise of any Option, the Corporation or the Subsidiary shall be entitled to
deduct and withhold such amounts from any cash payments to be made to the holder
of such Option. In any event, the holder shall make available to the Corporation
or Subsidiary, promptly when requested by the Corporation or such Subsidiary,
sufficient funds to meet the requirements of such withholding; and the
Corporation or Subsidiary shall be entitled to take and authorize such steps as
it may deem advisable in order to have such funds made available to the
Corporation or Subsidiary out of any funds or property due or to become due to
the holder of such Option.
18. ADMINISTRATION AND AMENDMENT OF THE PLAN. Except as hereinafter
provided, the Board of Directors or the Committee may at any time withdraw or
from time to time amend the Plan as it relates to, and the terms and conditions
of, any Option not theretofore granted, and the Board of Directors or the
Committee, with the consent of the affected holder of an Option, may at any time
withdraw or from time to time amend the Plan as it relates to, and the terms and
conditions of, any outstanding Option. Notwithstanding the foregoing, any
amendment by the Board of Directors or the Committee which would increase the
number of Shares issuable under the Plan or to any individual or change the
class of Eligible Persons shall be subject to the approval of the stockholders
of the Corporation within one year of such amendment.
Determinations of the Committee as to any question which may arise with
respect to the interpretation of the provisions of the Plan and Options shall be
final. The Committee may authorize and establish such rules, regulations and
revisions thereof not inconsistent with the provisions of the Plan, as it may
deem advisable to make the Plan and Options effective or provide for their
administration, and may take such other action with regard to the Plan and
Options as it shall deem desirable to effectuate their purpose.
19. NO RIGHT OF EMPLOYMENT OR SERVICE. Nothing contained herein or in an
Option shall be construed to confer on any employee or director any right to be
continued in the employ or service of the Corporation or any Subsidiary or
derogate from any right of the Corporation and any Subsidiary to retire, request
the resignation of or discharge or otherwise cease its service arrangement with
any employee or director, at any time, with or without Cause.
20. EFFECTIVE DATE AND FINAL ISSUANCE DATE. The Plan shall become effective
upon the consummation of the Corporation's initial public offering of its Common
Stock. No Option shall be granted under the Plan more than ten years after its
effective date.
21. CONFLICT. If there is any conflict between the terms of any Option
Certificate and the terms of the Plan, the terms of the Plan shall control.
ANNEX 1
FORM OF INCENTIVE
STOCK OPTION
OPTION CERTIFICATE
INCENTIVE STOCK OPTION
(Non-Assignable)
___________ Shares
To Purchase Common Stock of
THE CHILDREN'S PLACE RETAIL STORES, INC.
Issued Pursuant to the l997 Stock Option
Plan of The Children's Place Retail Stores, Inc.
THIS CERTIFIES that on ________________, l9__,
_________________________________ (the "Holder") was granted an option
("Option") to purchase at the Option price of $ per share all or any part of
____________________ fully paid and non-assessable shares ("Shares") of the
Common Stock of THE CHILDREN'S PLACE RETAIL STORES, INC. ("Corporation"), a
Delaware corporation, upon and subject to the following terms and conditions.
This Option shall expire on _________________, ____.
This Option may be exercised or surrendered during the Holder's lifetime
only by the Holder. This Option shall not be transferable by the Holder
otherwise than by will or by the laws of descent and distribution.
Except as otherwise provided pursuant to the 1997 Stock Option Plan of The
Children's Place Retail Stores, Inc. (the "Plan"), 20% of the Shares subject to
this Option may be purchased on or after December 31, 19__ and an additional 20%
of the Shares subject to this Option may be purchased on or after each of the
first, second, third and fourth anniversaries, respectively, of this Option's
date of grant. In no event, however, may this Option be exercised (i) during the
six-month period commencing on the date of grant (except in the case of the
Holder's death), or (ii) after the Option's expiration date.
The Option and this Option certificate are issued pursuant to and are
subject to all of the terms and conditions of the Plan, the terms and conditions
of which are hereby incorporated as though set forth at length, and a copy of
which is attached hereto.
WITNESS the seal of the Corporation and the signatures of its duly
authorized officers.
Dated: ______________, l9__.
(SEAL) THE CHILDREN'S PLACE RETAIL
STORES, INC.
By: _________________________
ATTEST:
By:_____________________________
ANNEX 2
FORM OF
NON-QUALIFIED
STOCK OPTION
OPTION CERTIFICATE
NON-QUALIFIED STOCK OPTION
(Non-Assignable)
___________ Shares
To Purchase Common Stock of
THE CHILDREN'S PLACE RETAIL STORES, INC.
Issued Pursuant to the l997 Stock Option
Plan of The Children's Place Retail Stores, Inc.
THIS CERTIFIES that on ________________, l9__,
_________________________________ (the "Holder") was granted an option
("Option"), which is not an incentive stock option, to purchase at the Option
price of $ per share all or any part of five thousand (5,000) fully paid and
non-assessable shares ("Shares") of the Common Stock of THE CHILDREN'S PLACE
RETAIL STORES, INC. ("Corporation"), a Delaware corporation, upon and subject to
the following terms and conditions.
This Option shall expire on _________________, ____.
This Option may be exercised or surrendered during the Holder's lifetime
only by the Holder. This Option shall not be transferable by the Holder
otherwise than by will or by the laws of descent and distribution.
Except as otherwise provided pursuant to the 1997 Stock Option Plan of The
Children's Place Retail Stores, Inc. (the "Plan"), 20% of the Shares subject to
this Option may be purchased on or after December 31, 19__ and an additional 20%
of the Shares subject to this Option may be purchased on or after each of the
first, second, third and fourth anniversaries, respectively, of this Option's
date of grant. In no event, however, may this Option be exercised (i) during the
six-month period commencing on the date of grant (except in the case of the
Holder's death), or (ii) after the Option's expiration date.
The Option and this Option certificate are issued pursuant to and are
subject to all of the terms and conditions of the Plan, the terms and conditions
of which are hereby incorporated as though set forth at length, and a copy of
which is attached hereto.
WITNESS the seal of the Corporation and the signatures of its duly
authorized officers.
Dated: ____________________, l9__.
(SEAL) THE CHILDREN'S PLACE RETAIL
STORES, INC.
By: _________________________
ATTEST:
By:_____________________________
ANNEX 3
FORM OF ELIGIBLE
DIRECTOR'S OPTION
OPTION CERTIFICATE
NON-QUALIFIED STOCK OPTION
(Non-Assignable)
___________ Shares
To Purchase Common Stock of
THE CHILDREN'S PLACE RETAIL STORES, INC.
Issued Pursuant to the l997 Stock Option
Plan of The Children's Place Retail Stores, Inc.
THIS CERTIFIES that on ________________, l9__,
_________________________________ (the "Holder") was granted an option
("Option"), which is not an incentive stock option, to purchase at the Option
price of $ per share all or any part of ____________________ fully paid and
non-assessable shares ("Shares") of the Common Stock of THE CHILDREN'S PLACE
RETAIL STORES, INC. ("Corporation"), a Delaware corporation, upon and subject to
the following terms and conditions.
This Option shall expire on _________________, ____.
This Option may be exercised or surrendered during the Holder's lifetime
only by the Holder. This Option shall not be transferable by the Holder
otherwise than by will or by the laws of descent and distribution.
Except as otherwise provided pursuant to the 1997 Stock Option Plan of The
Children's Place Retail Stores, Inc. (the "Plan"), one-third of the Shares
subject to this Option may be purchased on or after each of the first, second
and third anniversaries, respectively, of this Option's date of grant. In no
event, however, may this Option be exercised (i) during the six-month period
commencing on the date of grant (except in the case of the Holder's death), or
(ii) after the Option's expiration date.
The Option and this Option certificate are issued pursuant to and are
subject to all of the terms and conditions of the Plan, the terms and conditions
of which are hereby incorporated as though set forth at length, and a copy of
which is attached hereto.
WITNESS the seal of the Corporation and the signatures of its duly
authorized officers.
Dated: ___________________, l9__.
(SEAL) THE CHILDREN'S PLACE RETAIL
STORES, INC.
By: _________________________
ATTEST:
By:_____________________________
EXHIBIT 5.1
[LETTERHEAD OF STROOCK & STROOCK & LAVAN LLP]
February 27, 1998
The Children's Place Retail Stores, Inc.
One Dodge Drive
West Caldwell, New Jersey 07006
Re: The Children's Place Retail Stores, Inc.
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to you (the "Company") in connection with the
preparation and filing of the above-captioned Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended,
covering 3,103,240 shares (the "Original Shares") of the Company's Common Stock,
par value $.10 per share (the "Common Stock"), which may be issued pursuant to
The 1996 Stock Option Plan of The Children's Place Retail Stores, Inc., The 1997
Stock Option Plan of The Children's Place Retail Stores, Inc. and The Children's
Place Retail Stores, Inc. Employee Stock Purchase Plan (the "Plans") and such
additional shares (the "Additional Shares") as may be issued pursuant to the
antidilution provisions of the Plans. The Original Shares and the Additional
Shares are hereinafter referred to together as the "Shares."
We have examined copies of the Amended and Restated Certificate of Incorporation
and the By-laws of the Company, each as amended to date, the Registration
Statement (including the exhibits thereto), the Plans, the minutes of various
meetings of the Board of Directors of the Company, and the originals, copies or
certified copies of all such records of the Company, and all such agreements,
certificates of public officials, certificates of officers and representatives
of the Company or others, and such other documents, papers, statutes and
authorities as we have deemed necessary to form the basis of the opinion
hereinafter expressed. In such examination, we have assumed the genuineness of
signatures and the conformity to original documents of the documents supplied to
us as copies. As to various questions of fact material to such opinion, we have
relied upon statements and certificates of officers of the Company and others.
Attorneys involved in the preparation of this opinion are admitted to practice
law in the State of New York and we do not purport to be experts on, or express
any opinion herein concerning, any law other than the laws of the State of New
York, the federal laws of the United States of America and the General
Corporation Law of the State of Delaware.
Based upon the foregoing, we are of the opinion that the Shares have been duly
authorized and, when issued against receipt of consideration therefor, under the
circumstances contemplated in the Registration Statement and the Plans, will be
validly issued, fully paid and nonassessable.
We hereby consent to your filing a copy of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of
the Act, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
STROOCK & STROOCK & LAVAN LLP
By: /s/ Stroock & Stroock & Lavan LLP
EXHIBIT 23.2
CONSENT OF ARTHUR ANDERSEN LLP, INDEPENDENT AUDITORS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated March 13, 1997 included in the Registration
Statement on Form S-1 of The Children's Place Retail Stores, Inc. (and to all
references to our Firm) included in or made a part of this Registration
Statement.
/s/ ARTHUR ANDERSEN LLP
New York, New York
February 27, 1998
