EXHIBIT 10.2


 


EMPLOYMENT
AGREEMENT


 


This EMPLOYMENT AGREEMENT (this “Agreement”)
made this 2nd day of April 2008, is by and between Citi Trends, Inc.,
a Delaware corporation (the “Company”), and Elizabeth Feher, an
individual (the “Executive”).


 


WHEREAS, the Company and the Executive are
also parties to an Employment Non-Compete, Non-Solicit and Confidentiality
Agreement (the “Confidentiality Agreement”) which is to remain in full
force and effect; and


 


NOW, THEREFORE, in consideration of the
mutual agreements set forth herein, the parties agree as follows:


 


1.             Term of
Employment.  The Executive’s
employment shall commence with the execution of this Agreement and the
Confidentiality Agreement and shall continue, pursuant to the terms of this
Agreement, on an at-will basis, until either the Executive or the Company
terminates the employment relationship for any or no reason, with or without
Cause (as defined in Section 4 below). 
If Executive terminates the Agreement, she agrees to provide the Company
with a minimum of thirty (30) days written notice.


 


2.             Nature of
Duties.  The Executive shall,
during her employment hereunder, be the Company’s Executive Vice President –
Chief Merchandising Officer. Executive’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.  The Executive shall
devote her full business time and effort to the performance of her duties to
the Company.


 


3.             Compensation.


 


A.            The Company shall pay the Executive a base salary at an
annual rate of $350,000, which may be adjusted from time to time at the sole
discretion of the Chief Executive Officer (“CEO”) and/or Board of
Directors of the Company (the “Board”). 
The Executive’s base salary shall be paid in conformity with the
Company’s salary payment practices that are generally applicable to similarly
situated Company executives.  The
Executive will be eligible for a performance compensation review in March 2009.


 


B.            The Executive shall receive an automobile allowance of
$1,000 per month.


 


C.            The Executive shall be eligible for consideration of a
discretionary bonus under the Company’s Executive Management Level Bonus Plan,
which is currently 65% of base salary with the opportunity to achieve up to
200% of the bonus plan percent. 
Executive is eligible for a prorated portion of the FY2008 bonus for the
months the Executive is employed with the Company during FY2008.  However, Citi Trends will guarantee the
Executive a minimum bonus payout of $80,000 for FY2008.  The Executive must be employed with The Company
at the time the bonus is paid to receive a payout.  The Company 
may revise or eliminate the Executive Management Level Bonus Plan at any
time without notice at its sole discretion.


 


D.            The Executive is
guaranteed $75,000 in relocation expense reimbursement for selling costs and
closing costs related to real estate transactions.  If the Executive voluntarily 


 

















 


terminates the Executive’s employment within
12 months of the Executive’s hire date, the Executive will be obligated to
refund these relocation costs to the Company on a pro-rata basis.


 


E.             The Company will
pay for the cost of packing and moving the Executive’s household items and
vehicles to the Savannah area and will provide temporary housing for 90
days.  If the Executive voluntarily
terminates the Executive’s employment within 24 months of the Executive’s hire
date, the Executive will be obligated to refund these relocation costs to the
Company.


 


F.             Upon the
Executive’s start date with the Company, the Executive will be awarded
restricted stock valued at $300,000, fully vested in four years at the rate of
25% per year.


 


G.            The Executive will
be eligible for the following benefits as an executive management employee:


 


·                                          401(k) profit
sharing account;


 


·                                          Equity
Awards: Consideration for Annual Restricted Stock Awards based on company
performance and personal performance achievements;


 


·                                          Health,
dental, life and disability insurance; and


 


·                                          Vacation:
4 weeks per year.


 


These benefits set forth in Section 3.G.
are offered at the Company’s sole discretion and may be modified or eliminated
by the Company at any time without notice.


 


4.             Termination
Payments and Benefits. 
Regardless of the circumstances of the Executive’s termination, she
shall be entitled to payment when due of any unpaid base salary, expense
reimbursements and vacation days accrued prior to the termination of her
employment, and other unpaid vested amounts or benefits under Company pension
and health benefit plans, and to no other compensation or benefits.  If the Company terminates the Executive’s
employment without Cause, the Company will provide the Executive with a
separation payment of six (6) months base salary, to be paid in six (6) equal
monthly installments beginning on the date of the termination of the Executive
and each of the successive five (5) month anniversaries of such
termination.  These separation payments
are conditioned upon Executive executing a Separation and General Release
Agreement at the time of termination which is acceptable to the Company and the
Executive.


 


In all other circumstances, including if the Executive
resigns, retires or is terminated for Cause, the Executive shall not be
entitled to receive such separation payment. 
For purposes of this Agreement, “Cause” shall mean the
Executive’s:


 


(a)           commission of a willful act of fraud
or dishonesty, the purpose or effect of which, in the CEO and/or Board’s sole
determination, materially and adversely affects the Company;


 


(b)           conviction of a felony or a crime
involving embezzlement, conversion of property or moral turpitude (whether by
plea of nolo contendere or otherwise);


 


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(c)           engaging in willful or reckless
misconduct or gross negligence in connection with any property or activity of
the Company, the purpose or effect of which, in the CEO and/or Board’s
determination, materially and adversely affects the Company;


 


(d)           material breach of any of the
Executive’s obligations as an employee or 
stockholder as set forth in the Company’s Information Security Policies
and Code of Business Conduct; provided that the Executive has been given
written notice by the CEO and/or Board of such breach and 30 days from such
notice fails to cure the breach; or


 


(e)           failure or refusal to perform any
material duty or responsibility under this Agreement or a determination that
the Executive has breached her fiduciary obligations to the Company; provided
that the Executive has been given written notice by the CEO and/or Board of
such failure, refusal or breach and 30 days from such notice fails to cure such
failure, refusal or breach.


 


5.             Notice.  The Executive will send all communications to
the Company in writing, to: Citi Trends, Inc., 102 Fahm Street., Savannah,
Georgia 31401, Fax: (912) 443-3674.  All
communications from the Company to the Executive relating to this Agreement
shall be sent to the Executive in writing at her office and home address as
reflected in the Company’s records.


 


6.             Amendment.  No provisions of this Agreement may be
modified, waived, or discharged except by a written document signed by a duly
authorized Company officer and the Executive. 
A waiver of any conditions or provisions of this Agreement in a given
instance shall not be deemed a waiver of such conditions or provisions at any
other time in the future.


 


7.             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.


 


8.             Successors.  This Agreement shall be binding upon, and
shall inure to the benefit of, the Executive and her estate, but the Executive
may not assign or pledge this Agreement or any rights arising under it, except
to the extent permitted under the terms of the benefit plans in which she participates.  Without the Executive’s consent, the Company
may assign this Agreement to any affiliate or to a successor to substantially
all the business and assets of the Company.


 


9.             Validity.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.


 


10.           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute the same instrument.


 


11.           Entire Agreement.  This Agreement and the Confidentiality
Agreement between the parties constitute the entire agreement between the
parties and supersede any and all prior contracts, agreements, or
understandings between the parties which may have been entered into by Company
and the Executive 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 the



 


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Executive.  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.


 


IN WITNESS WHEREOF, the parties hereto have set their
hands as of the day and year first written above.


 


	
   

  	
  CITI TRENDS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R. Edward Anderson

  
	
   

  	
  Name:

  	
  R. Edward Anderson

  
	
   

  	
  Title:

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Elizabeth Feher

  
	
   

  	
  ELIZABETH FEHER

  



 


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