The Childrens Place Retail Stores, Inc. NONQUALIFIED DEFERRED COMPENSATION PLAN

Exhibit 10.82

The Children’s Place Retail Stores, Inc.

NONQUALIFIED DEFERRED COMPENSATION PLAN

The Children’s Place Retail Stores, Inc., a Delaware corporation (the “Company”), hereby establishes this Nonqualified Deferred Compensation Plan (the “Plan”), effective January 1, 2010 (the “Effective Date”), for the purpose of attracting and retaining high quality executives and directors and promoting in them increased efficiency and an interest in the successful operation of the Company.  A further purpose of the Plan is to provide a means by which certain employees and directors may elect to defer the receipt of a designated amount of their compensation.  The Plan is intended to, and shall be interpreted to comply in all respects with Code Section 409A and those provisions of ERISA applicable to an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of “management or highly compensated employees.”

ARTICLE I

DEFINITIONS

1.1           “Account” or “Accounts” shall mean the bookkeeping account or accounts established under this Plan pursuant to Article 4.

1.2           “Base Salary” shall mean a Participant’s annual base salary, excluding incentive and discretionary bonuses, commissions, stock options, restricted stock, equity awards, reimbursements and other non-regular remuneration, earned by the Participant for services rendered to the Company prior to reduction for any salary deferrals under benefit plans sponsored by the Company, including but not limited to, plans established pursuant to Code Section 125 or qualified pursuant to Code Section 401(k).

1.3           “Beneficiary” or “Beneficiaries” shall mean the person, persons or entity designated as such pursuant to Section 6.2 entitled to receive benefits under the Plan upon the death of a Participant.

1.4           “Board” shall mean the Board of Directors of the Company.

1.5           “Bonus(es)” shall mean amounts earned by a Participant annually in the form of discretionary or incentive compensation for services rendered to the Company or any other bonus designated by the Committee before reductions for contributions to or deferrals under any pension, deferred compensation or benefit plans sponsored by the Company.

1.6           “Code” shall mean the Internal Revenue Code of 1986, as amended, as interpreted by Treasury regulations and applicable authorities promulgated thereunder.

1.7           “Committee” shall mean the person or persons appointed by the Board to administer the Plan in accordance with Article 7.

1.8           “Company Contributions” shall mean contributions, if any, made by the Company pursuant to Section 3.3.

1.9           “Company Contribution Account” shall mean the Account maintained for the benefit of a Participant which is credited with Company Contributions, if any, pursuant to Section 4.2.

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1.10         “Compensation” shall mean all amounts eligible for deferral for a particular Plan Year under Section 3.1(a).

1.11         “Crediting Rate” shall mean the notional gains and losses credited on the Participant’s Account balance which are based on the Participant’s choice among the investment alternatives made available by the Committee pursuant to Section 3.4 of the Plan.

1.12         “Deferral Account” shall mean the Account maintained for each Participant which is credited with Participant deferrals pursuant to Section 4.1

1.13         “Director” shall mean a member of the Board.

1.14         “Director Fees” shall mean retainer and other fees earned by a Director for services as a member of the Board, excluding reimbursement of expenses or other non-regular forms of compensation, before reductions for contributions to or deferrals under any deferred compensation plan sponsored by the Company.

1.15         “Disability” shall mean (consistent with the requirements of Section 409A) that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. The Committee may require that the Participant submit evidence of such qualification for disability benefits in order to determine that the Participant is disabled under this Plan.

1.16         “Distributable Amount” shall mean the vested balance in the applicable Account as determined under Article 5.

1.17         “Eligible Director” shall mean a Director of the Company, as selected by the Committee in its sole discretion.

1.18         “Eligible Executive” shall mean an employee of the Company at the level of director or above, as selected by the Committee in its sole discretion.

1.19         “Eligible Individual” means anyone who is an Eligible Executive or an Eligible Director.

1.20         “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, including Department of Labor and Treasury regulations and applicable authorities promulgated thereunder.

1.21         “Financial Hardship” shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in IRC Section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of

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events beyond the control of the Participant, (but shall in all events correspond to the meaning of the term “unforseeable emergency” under Code Section 409A(a)(2)(v)).

1.22         “Fund” or “Funds” shall mean one or more of the investment funds selected by the Committee pursuant to Section 3.4 of the Plan.

1.23         “Hardship Distribution” shall mean an accelerated distribution of benefits or a reduction or cessation of current deferrals pursuant to Section 6.1(i) to a Participant who has suffered a Financial Hardship.

1.24         “Initial Election Period” shall mean the period established by the Committee for submission of the Participant Election Forms prior to commencement of participation in the Plan pursuant to Article 2.

1.25         “Key Employee” shall mean those employees defined under Section 416(i) of the Code.

1.26         “Participant” shall mean any Eligible Individual who elects to participate in this Plan in accordance with Article 2.

1.27         “Participant Election Forms” shall mean the election forms established by the Committee by which a Participant makes elections with respect to (1) voluntary deferrals of his/her Compensation, (2) the investment Funds which shall act as the basis for crediting of interest on Account balances, and (3) the form and timing of distributions from Accounts.  The Participant Election Forms may take the form of an electronic communication followed by appropriate written confirmation according to specifications established by the Committee.

1.28         “Payment Date” shall mean the date by which a lump sum payment shall be made or the date on which installment payments shall commence.  The Payment Date of a Scheduled Distribution shall be a date between February 1 and March 15 of the year following the year in which the Scheduled Distribution date occurs.  Subsequent installments shall be made during the same time period (February 1 - March 15) of each succeeding Plan Year.  Lump sum payments due to Separation from Service will be paid in the month following such Separation from Service.  For installment payments due to Separation from Service, the first payment will be paid in the month following Separation from Service, and subsequent installments shall be paid between February 1 and March 15 of each succeeding Plan Year.  In the case of death, payments will be made as soon as administratively feasible following confirmation of the Participant’s death.  The Committee shall be provided with documentation reasonably necessary to establish the fact of the Participant’s death. Notwithstanding the foregoing, the Payment Date shall not be before the earliest date on which benefits may be distributed under Code Section 409A without violation of the provisions thereof as reasonably determined by the Committee.

1.29         “Plan Year” shall mean the calendar year.

1.30         “Restricted Stock Units” shall mean a Deferred Stock Award, including both Employee Deferred Stock Awards and Director Deferred Stock Awards granted under the

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Equity Incentive Plan of The Children’s Place Retail Stores, Inc., and any successor plan or similar plan adopted by the Company.

1.31         “Retirement” shall mean the Separation from Service of an Eligible Executive after having attained a combination of age and Years of Service equal to or greater than fifty five (55).

1.32         “Scheduled Distribution” shall mean a scheduled distribution date elected by the Participant for distribution of amounts from a specified Deferral Account, including notional earnings thereon, as provided under Section 6.1(h).

1.33         “Separation from Service” shall mean the date of the cessation of the Participant’s provision of services to the Company as defined in the regulations under Code Section 409A.

1.34         “Years of Service” A Participant shall be credited with one Year of Service for each 365 days of consecutive employment with the Company, measured, unless otherwise specified by the Board, from his or her date of hire by the Company.  A Participant’s employment with the Company shall be deemed not to be interrupted by any period of time during which the Participant is on an approved leave of absence; provided that the Participant returns to active work with the Company at the conclusion of such approved leave of absence.

ARTICLE II

PARTICIPATION

An Eligible Individual may become a Participant in the Plan on the Effective Date or the January 1 of any Plan Year thereafter, by submitting the Participant Election Forms, including such other documentation and information as the Committee may reasonably request, to the Committee during the Initial Election Period established by the Committee prior to the beginning of the first Plan Year in which the Eligible Individual shall be eligible to participate in the Plan; provided, however, that the Committee may permit an individual who becomes an Eligible Individual after the first day of a Plan Year, but before July 1 of such Plan Year, (if the Eligible Individual is not already a participant in another plan which is aggregated with this Plan under Code Section 409A) to participate on the July 1 following the date on which he or she becomes an Eligible Individual by filing his or her Participant Election Forms at any time up until the thirtieth (30th) day after such July 1.  If an employee is hired as, or promoted to a level of an Eligible Individual after the Initial Election Period for a Plan Year, such individual will not be eligible to participate in the Plan until the July 1 following such date of hire or promotion.  In no event, however, shall any deferral election apply to Compensation earned with respect to services performed before his or her Participant Election Forms are filed with the Committee.  The Committee shall have discretionary authority and right to revoke a Participant’s future participation in the Plan at any time and for any reason.  Such Participant shall thereafter have no right to make new deferral or distribution elections, but shall continue to have the right to make investment elections with respect to existing deferral accounts.

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ARTICLE III

CONTRIBUTIONS & DEFERRAL ELECTIONS

3.1           Elections to Defer Compensation.

(a)           Form of Elections.  A Participant may only elect to defer Compensation attributable to services provided after the time an election is made and in accordance with Section 409A.  Elections shall take the form of a whole percentage (less applicable payroll withholding requirements for Social Security and income taxes and employee benefit plans as determined in the sole and absolute discretion of the Committee) of:

(1)           Up to 80% of Base Salary

(2)           Up to 100% of Bonuses

(3)           Up to 100% of Director Fees

(4)           100% of Restricted Stock Units

Notwithstanding the foregoing, the Committee may further limit the maximum or the minimum amount of deferrals during any Plan Year, by any Participant or group of Participants, in its sole discretion.

(b)           Duration of Compensation Deferral Election.  An Eligible Individual’s initial election to defer Compensation shall be made during the Initial Election Period established by the Committee prior to the Participant’s commencement of participation in the Plan and shall apply only to Compensation for services performed after such deferral election is processed.  A Participant may increase, decrease, terminate or recommence a deferral election with respect to Compensation for any subsequent Plan Year by filing a Participant Election Form during the enrollment period established by the Committee prior to the beginning of such Plan Year, which election shall be effective on the first day of the next following Plan Year.  In the absence of an affirmative election by the Participant to the contrary, the deferral election for the prior Plan Year shall NOT continue in effect for future Plan Years.  After the beginning of the Plan Year, deferral elections with respect to Compensation for services performed during such Plan Year shall be irrevocable except in the event of Disability or Financial Hardship.

3.2           Elections to defer Restricted Stock Units. Notwithstanding any other provision set forth in section 3.1 to the contrary, an Eligible Individual may elect to defer any Restricted Stock Units pursuant to procedures established by the Committee, so long as his or her initial deferral election is filed with the Committee no later than thirty (30) days after the date of grant of his or her Restricted Stock Units, as applicable, and the election is made at least twelve (12) months before such Eligible Individual will earn a nonforfeitable right to any portion of such Restricted Stock Units.  If a deferral election with respect to Restricted Stock Units is not, or cannot be, made within the foregoing time periods, the time and form of distribution with respect to such Restricted Stock Units shall be the default distribution date set forth in Section 6.1.

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3.3           Company Contributions.

(a)           Discretionary Company Contributions.  The Company shall have the discretion to make Company Contributions to the Plan at any time on behalf of any Participant.  Company Contributions shall be made in the complete and sole discretion of the Company and no Participant shall have the right to receive any Company Contribution in any particular Plan Year regardless of whether Company Contributions are made on behalf of other Participants.

3.4           Investment Elections.

(a)           Participant Direction. At the time of entering the Plan and/or of making the deferral election under the Plan, each Participant shall designate, on a Participant Election Form provided by the Committee, the investment Funds in which the Participant’s Account or Accounts shall be deemed to be invested for purposes of determining the amount of earnings and losses to be credited to each Account.  The Participant may specify that all or any percentage of his or her Account or Accounts shall be deemed to be  invested, in whole percentage increments, in one or more of the types of investment Funds selected as alternative investments under the Plan from time to time by the Committee pursuant to subsection (b) of this Section.  A Participant may change the designation made under this Section at least daily by filing a revised election by market close (generally 4 p.m. Eastern Time), on a Participant Election Form provided by the Committee.  During payout, the Participant’s Account shall continue to be credited at the Crediting Rate selected by the Participant from among the investment alternatives or rates made available by the Committee for such purpose until all amounts have been distributed from the Account. If a Participant fails to make an investment election under this Section, the Participant shall be deemed to have elected the default investment Fund selected by the Committee for such purpose.

(b)           Investment Alternatives. The Committee shall select from time to time, in its sole and absolute discretion, investment Funds and shall communicate each of the alternative types of investment Funds to Participants pursuant to subsection (a) of this Section.  The Participant’s choice among investments shall be solely for purposes of calculation of the Crediting Rate on Accounts.  The Company shall have no obligation to set aside or invest amounts as directed by the Participant and, if the Company elects to invest amounts as directed by the Participant, the Participant shall have no more right to such investments than any other unsecured general creditor of the Company.

3.5           Distribution Elections.

(a)           Initial Election.  At the time of making a deferral election under the Plan, a Participant shall designate the time and form of distribution of deferrals made pursuant to such election (together with any earnings credited thereon) from among the alternatives specified in Section 6.1.

(b)           Initial Election for Restricted Stock Units.  If a distribution election with respect to Restricted Stock Units is not made at least twelve (12) months prior to the date an Eligible Individual will earn a nonforfeitable right to any portion of such Restricted Stock Units, the time and form of distribution shall be the default distribution date set forth in Section 6.1.

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(c)           Modification of Election.  A new distribution election may be made at the time of subsequent deferral elections with respect to deferrals in Plan Years beginning after the Initial Election Period.  However, a distribution election with respect to previously deferred amounts may only be changed under the terms and conditions specified in Code Section 409A.  Notwithstanding the foregoing, a Participant may only make one change of election for distribution upon Separation from Service with respect to deferrals made for a particular Plan Year.  Except as expressly provided in Section 6.1(g), no acceleration of a distribution is permitted.  A subsequent election that delays payment or changes the form of payment is permitted if and only if all of the following requirements are met:

(1)           the new election does not take effect until at least twelve (12) months after the date on which the new election is made;

(2)           in the case of payments made on account of Separation from Service (other than by reason of death or Disability) or a Scheduled Distribution, the new election delays payment for at least five (5) years from the date that payment would otherwise have been made, absent the new election; and

(3)           in the case of payments made according to a Scheduled Distribution, the new election is made not less than twelve (12) months before the date on which payment would have been made (or, in the case of installment payments, the first installment payment would have been made) absent the new election.

For purposes of application of the above change limitations, installment payments shall be treated as a single payment. Election changes made pursuant to this Section shall be made on Participant Elections Forms provided by the Committee, and in accordance with rules established by the Committee, and shall comply with all requirement of Code Section 409A and applicable authorities.