EXHIBIT 10.3


 


EMPLOYMENT
NON-COMPETE, NON-SOLICIT AND

CONFIDENTIALITY AGREEMENT


 


THIS
EMPLOYMENT NON-COMPETE, NON-SOLICIT AND CONFIDENTIALITY AGREEMENT (“AGREEMENT”)
IS ENTERED INTO BETWEEN CITI TRENDS, INC. (“COMPANY”), AND ELIZABETH FEHER (“EMPLOYEE”),
EFFECTIVE AS OF THE 2nd DAY OF APRIL, 2008.


 


For and in
consideration of the mutual covenants and agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree:


 


1.             Employment; Scope of Services.  Company shall employ Employee, and Employee
shall be employed by Company, as its Executive Vice President – Chief
Merchandising Officer (“Executive VP”). Employee’s primary job duties shall
include development and implementation of the Company’s national merchandising
strategy, including development of vendor relationships, pricing and inventory
plans, sales plans and other duties as more fully described in the applicable
job description (“Services”).


 


2.             At-Will Employment.  Nothing in this Agreement alters the at-will
employment relationship between Employee and Company. Employment with Company
is “at-will” which means that either Employee or Company may terminate the
employment relationship at any time, with or without notice, with or without
cause. The date of Employee’s cessation of employment for any reason is the “Separation
Date.”


 


3.             Confidentiality.


 


(a)           Employee acknowledges and agrees that
(1) the retail sale of value-priced/off-price family apparel is an
extremely competitive industry; (2) Company has an ongoing strategy for
expansion of its business in the United States; (3) Company’s major
competitors operate throughout the United States and some internationally; and (4) because
of Employee’s position as Executive VP, she will have access to, knowledge of,
and be entrusted with, highly sensitive and competitive Confidential
Information (as defined in subsection (b) below) of Company, including
without limitation information regarding sales margins, purchasing and pricing
strategies, marketing strategies, vendors and suppliers, plans for expansion
and placement of stores, and also specific information about Company’s
districts and stores, such as staffing, budgets, profits and the financial
success of individual districts and stores.


 


(b)           “Confidential Information” includes
technical or sales data, formulas, patterns, compilations, programs, devices,
methods, techniques, drawings, processes, financial data and statements,
financial plans and strategies, product plans, sales or advertising information
and plans, marketing information and plans, pricing information, the identity
or lists of employees, vendors and suppliers of Company, and confidential or
proprietary information of such employees, vendors and suppliers. Employee
acknowledges and agrees that all Confidential Information is confidential and
remains the sole and exclusive property of 


 


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Company. Employee agrees
that he shall (a) hold all Confidential Information in strictest
confidence; (b) not disclose, reproduce, distribute or otherwise
disseminate such Confidential Information, and shall protect such Confidential
Information from disclosure by or to others; and (c) make no use of such
Confidential Information without the prior written consent of Company, except
in connection with Employee’s employment with Company. “Confidential
Information” means any and all data and information relating to Company which (i) derive
independent economic value, actual or potential, from not being generally known
or readily ascertainable by proper means by other persons who may obtain
economic value from their disclosure or use; and (ii) are the subject of
reasonable efforts under the circumstances to maintain their secrecy.


 


(c)           In the event any Confidential
Information does not qualify for protection as “trade secrets” as defined in the
Georgia Trade Secrets Act, then Employee acknowledges and agrees that the
Confidential Information shall remain confidential and shall not be disclosed
by Employee during Employee’s employment with Company and for a period of two (2) years
following the Separation Date, absent the express prior written consent of
Company. Trade secret information shall remain confidential so long as such
information qualifies as a trade secret under applicable law.


 


(d)           Employee acknowledges that Company
has provided or will provide Employee with Company property, including without
limitation employee handbooks, policy manuals, price lists, financial reports,
and vendor and supplier information, among other items. Upon the Separation
Date, or upon the request of Company, Employee shall immediately deliver to
Company all property belonging to Company, including without limitation all
Confidential Information and any property related to Company, whether in
electronic or other format, as well as any copies thereof, then in Employee’s
custody, control or possession. Upon the Separation Date, Employee shall
provide Company with a declaration certifying that all Confidential Information
and any other Company property have been returned to Company, that Employee has
not kept any copies of such items or distributed such items to any third party,
and that Employee has otherwise complied with the terms of Section 3 of
this Agreement.


 


4.             Covenant
Not to Compete.  During Employee’s
employment with Company and for a period of one (1) year following the
Separation Date, provided that the separation is based on either a termination
for Cause as defined in the Employment Agreement executed by the parties or
Employee’s resignation, Employee shall not compete with Company on behalf of a
Competitor in the business of value-priced/off-price family apparel in the following
states: South Carolina; Georgia; Alabama; Florida; North Carolina; Mississippi;
Louisiana; Arkansas; Tennessee; Texas; Virginia; Ohio; Indiana; Kentucky; or
Michigan, by acting as an Executive Vice President – Chief Merchandising Officer
of such Competitor, or rendering any of the following services to such
Competitor: developing or implementing marketing strategy; developing vendor
relationships, pricing or inventory plans; or developing sales plans. For
purposes of this Section 4, the term “Competitor” shall mean only the
following businesses whose primary business is the sale of value-priced or off-price
family apparel, commonly known as: Cato, TJX (including without limitation
TJMAXX and Marshalls), and Ross Stores. This covenant will not be applicable in
the event that Employee is terminated by 


 


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the Company for reasons
other than “cause” as defined in the Employment Agreement executed by the
parties.


 


5.             Covenant Not to Recruit Personnel. During
Employee’s employment with Company and for a period of two (2) years
following the Separation Date, and regardless of the reason for separation,
Employee will not recruit or solicit to hire or assist others in recruiting or
soliciting to hire, any employee of Company with whom Employee had Material Contact,
supervised or was integral in the researching and hiring process, and will not
cause or assist others in causing any employee of Company to terminate an
employment relationship with Company.  “Material
Contact” means contact which takes place to conduct or further the Company’s business.


 


6.             Severability.  If any provision of this Agreement shall be
held invalid, illegal or otherwise unenforceable, in whole or in part, the
remaining provisions, and any partially enforceable provisions to the extent
enforceable, shall be binding and remain in full force and effect. Further,
each particular prohibition or restriction set forth in any Section of
this Agreement shall be deemed a severable unit, and if any court of competent
jurisdiction determines that any portion of such prohibition or restriction is
against the policy of the law in any respect, but such restraint, considered as
a whole, is not so clearly unreasonable and overreaching in its terms as to be
unconscionable, the court or arbitrator shall enforce so much of such restraint
as is determined by a preponderance of the evidence to be necessary to protect
the interests of Company.


 


7.             Survival of Covenants.  All rights and covenants contained in Sections
3, 4, and 5, of this Agreement, and all remedies relating thereto, shall survive
the termination of this Agreement for any reason.


 


8.             Choice of Law and Venue.  The validity, interpretation, construction,
and performance of this Agreement shall be governed by the laws of the State of
Georgia (excluding any that mandate the use of another jurisdiction’s
laws).  Any action to enforce or for
breach of this Agreement shall be brought exclusively in the state or federal
courts of the County of Chatman, City of Savannah.


 


9.             Acknowledgment of Reasonableness/Remedies/Enforcement.


 


(a)           Employee
acknowledges that (1) Company has valid interests to protect pursuant to
Sections 3, 4, and 5 of this Agreement; (2) her breach of the provisions
of Sections 3, 4 and/or 5 of this Agreement would result in irreparable injury
and permanent damage to Company; and (3) such
restrictions are reasonable and necessary to protect the interests of Company,
are critical to the success of Company’s business, and do not cause undue
hardship on Employee.


 


(b)           Employee agrees that determining
damages in the event of a breach of Sections 3, 4, 5, or 6 by Employee would be
difficult and that money damages alone would be an inadequate remedy for the
injuries and damages which would be suffered by Company from such breach.
Employee further agrees that injunctive relief is an appropriate remedy for
such breach and that in the event of such breach Company, in addition to and
without 


 


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limiting any other
remedies or rights which it may have, may apply to any court of competent
jurisdiction and seek interim, provisional, injunctive, or other equitable
relief.  Employee and Company waive any
requirement that a bond or any other security be posted.


 


10.           Miscellaneous.  This Agreement and the Employment Agreement
between the parties constitute the entire agreement between the parties and supersedes any and all prior contracts, agreements,
or understandings between the parties which may have been entered into
by Company and Employee relating to the subject matter hereof. This Agreement
may not be amended or modified in any manner except by an instrument in writing
signed by both Company and Employee. The failure of either party to enforce at
any time any of the provisions of this Agreement shall in no way be construed
to be a waiver of any such provision or the
right of such party thereafter to enforce each and every such provision. No
waiver of any breach of this Agreement shall be held to be a waiver of any
other or subsequent breach. All remedies are
cumulative, including the right of either party to seek equitable relief in
addition to money damages.


 


EMPLOYEE
ACKNOWLEDGES AND AGREES THAT SHE HAS CAREFULLY READ THIS AGREEMENT AND KNOWS
AND UNDERSTANDS ITS CONTENTS, THAT SHE ENTERS
INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, AND THAT SHE INDICATES HER
CONSENT BY SIGNING THIS FINAL PAGE.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement under seal as of the day and year
first above written.


 


	
   

  	
  CITI TRENDS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ R. Edward Anderson

  
	
   

  	
  Its:

  	
    Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
  /s/ Elizabeth Feher

  
	
   

  	
  Elizabeth Feher

  
	
   

  	
   

  
	
   

  	
  Employee Residence

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


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