Letter Agreement dated January 26, 2021 between The Childrens Place Services Company, LLC and Michael Scarpa

January 26, 2021

Michael Scarpa

c/o The Children’s Place, Inc.

500 Plaza Drive

Secaucus, New Jersey 07094

Dear Mike:

The purpose of this letter agreement is to set forth our mutual agreements concerning your retirement from the Company. For good and valuable consideration, and intending to be legally bound, you and The Children’s Place, Inc. and its subsidiaries (collectively, the “Company”) hereby agree as follows:

1.You and the Company acknowledge and agree that your last day of employment with the Company will be March 31, 2021 (the “Retirement Date”).

2.Through the Retirement Date, you will continue employment as an at-will employee of the Company, and shall continue to perform your duties and carry out your responsibilities as the Chief Financial Officer of the Company, through the Retirement Date. Without limiting the generality of the foregoing, such duties and responsibilities shall include (i) working with other members of the senior management of the Company, including the Chief Executive Officer and the Senior Vice President, Finance & Inventory Management, in a manner and to an extent consistent with that of prior such calls, to prepare for and participate in the 2020 fiscal year-end earnings conference call (currently scheduled for March 16, 2021), and to prepare for and participate in all subsequent calls with investors and analysts, (ii) ensuring that all appropriate year-end SEC filings are completed and (iii) completing the transition of responsibilities to the new Chief Financial Officer.

3.In consideration for your agreements set forth herein, including in Section 2 above and Section 3(b) below, and subject to your compliance with the terms hereof, including Section 2 above and Section 3(b) below, the Company agrees to pay and provide you with the following:

(a)(i)    Through the Retirement Date, your current annual salary paid in accordance with the Company’s normal payroll practices,

(a)On April 15, 2021, (x) 90% of the target number of shares of Common Stock under your Performance-Based Restricted Stock Unit Award Agreement, dated May 8, 2019, (y) all of the unvested and undelivered shares of Common Stock under your Time-Based Restricted Stock Unit Award Agreements dated May 4, 2018, May 8, 2019 and May 29, 2020, and (z) 50% of the target number of shares of Common Stock under your Performance-Based Restricted Stock Unit Award Agreement dated June 5, 2020. Nothing herein modifies the terms and conditions of the Company’s 2011 Equity Incentive Plan or the foregoing Award Agreements. You agree that you will not sell any shares of Common Stock held by you until a date which is 30 days following the Retirement Date.

(b)On April 9, 2021, an annual cash bonus in the amount of $775,000 (less required withholdings) under the Company’s 2020 Management Incentive Plan, and

(c)Through the Retirement Date, all employee benefits which you currently have.

(b)    As material conditions to your receipt of the payments and benefits described in Section 3(a) above, you shall: (i) execute and deliver to the Company the Reaffirmation of Agreement and General Release (the “Reaffirmation”) attached hereto as Exhibit A on, or within five (5) business days following, (but not before) the Retirement Date; (ii) not revoke the Reaffirmation within the revocation period set forth therein; and (iii) and comply with all other obligations under this letter agreement, including remaining in the employ of the Company, acting as the Chief Financial Officer, through the Retirement Date.

You agree that you are not entitled to and will not seek any further consideration, salary, bonus, payment, equity or benefit, from the Company other than as set forth above in this Section 3.

4.On the Retirement Date, you agree to return to the Company all Company information and property in your possession. You acknowledge and agree that you continue to be bound by (including after the Retirement Date) the terms of the Confidentiality, Work Product and Non-Solicitation Agreement to which are you are a party.

5.You agree that, as of the Retirement Date, you hereby resign from all positions held by you on behalf of the Company, including as an officer, director, agent, representative, fiduciary or signatory. You will cooperate with the Company, and execute and deliver to the Company such instruments and documents, as may be reasonably requested by the Company, including to evidence that contained in the first sentence of this Section 5, to affect the orderly transfer of your duties and responsibilities to the new Chief Financial Officer, and in connection with any litigation, or regulatory proceeding, inquiry or matter, in which the Company is involved.

6.You represent and warrant that you: (i) have not made any misrepresentations or engaged in any misconduct or malfeasance during the your employment that would constitute a material violation under the Company’s Code of Business Conduct; and (ii) are not aware

of any misconduct or malfeasance by any employee, independent contractor or director of the Company that you should report in accordance with the Company’s Code of Business Conduct or any irregularity in the Company’s books or records or any other matter relating to the Company’s accounting that should properly be reported by you pursuant to the procedures established by the Company for making such reports, except any that has already been reported by you in writing to the appropriate personnel of the Company. 

7.(a)    You acknowledge that the Company has advised you in writing to consult with an attorney at your own expense prior to executing this letter agreement. You further acknowledge that, to the extent desired, you have consulted with your own attorney in reviewing this letter agreement, you have carefully read and fully understands all the provisions of this letter agreement, and that you are voluntarily entering into this letter agreement.

8.This letter agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, applicable to contracts made or performed in such State and without regard to the conflicts of law principles. This letter agreement may be signed in counterparts, including by pdf or fax, each of which taken together shall constitute one in the same agreement.

Very truly yours,

The Children’s Place, Inc.

By:    /s/ Leah Swan                    

Agreed to and accepted as of the

By:    /s/ Michael Scarpa                

1.    Capitalized terms used but not defined in this Reaffirmation of Agreement and General Release (“Reaffirmation”) shall have the meaning set forth in the letter agreement between Michael Scarpa (“you”) and the Company, dated January 25, 2021 (the “Agreement”), a copy of which is attached hereto.

2.    You hereby affirm the validity of the general release of the Released Parties set forth in Section 7 of the Agreement and all other provisions of the Agreement. You also affirm that you are not in default of any provision of the Agreement. You acknowledge that the Agreement is complete, true, accurate, valid and in full force and effect as of the date below.

3.    In consideration of the payments and benefits set forth in Section 2 of the Agreement, you hereby unconditionally and irrevocably release, waive, discharge and give up, to the full extent permitted by law, any and all Claims (as defined below) that you may have against any of the Released Parties, arising on or prior to the date of your execution and delivery of this Reaffirmation to the Company. “Claims” shall have the meaning set forth in Section 7 of the Agreement. This Section 3 releases all Claims including those of which you are not aware and those not mentioned in the Agreement or this Reaffirmation. You specifically release any and all Claims arising out of your employment with the Company and/or its predecessors or termination therefrom. You expressly acknowledge and agree that, by entering into this Reaffirmation, you are releasing and waiving any and all Claims which have arisen on or before the date of your execution and delivery of this Reaffirmation to the Company.