Exhibit 10.2


 


AMENDMENT
TO


EMPLOYMENT
CONTINUATION AGREEMENT


 


THIS AMENDMENT TO EMPLOYMENT CONTINUATION
AGREEMENT (“Amendment”) is made and entered into April 5, 2006, by and
between CHRISTOPHER & BANKS CORPORATION, a Delaware corporation (the “Company”)
and JOSEPH E. PENNINGTON (“Pennington”).


 


WITNESSETH:


 


WHEREAS, Pennington and the Company are
parties to that certain Executive Employment Agreement dated as of March 1,
2002, as amended on September 22, 2005 and April 5, 2006 (collectively,
the “Employment Agreement”); and


 


WHEREAS, Pennington and the Company are
parties to that certain Employment Continuation Agreement dated September 22,
2005 (the “Continuation Agreement”); and


 


WHEREAS, Pennington and the Company each wish
to agree to terms of a continued employment with the Company for an extension
to the specified period of service.


 


NOW, THEREFORE, in consideration of the
premises, and the agreements of the parties set forth in this Agreement, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
covenant and agree as follows:


 


1.                                       Recitals.
The recitals set forth above are true and correct in every respect and are
incorporated herein by reference.


 


2.                                       Resignations
by Pennington. Section 2 of the Continuation Agreement is hereby
deleted in full and replaced as follows:


 


“2.                               Resignations
by Pennington. Effective as of the close of business on February 28,
2007, Pennington resigns from his position as Chief Executive Officer, and the
Company hereby accepts this resignation. It is agreed that effective as of the
close of business on February 27, 2007, Pennington has no further
privileges, duties or obligations in such capacity.”


 


3.                                       Continuation
of Employment and Termination of Employment Agreement. Section 3 of
the Continuation Agreement is hereby deleted in full and replaced as follows:


 


“3.                               Continuation
of Employment and Termination of Employment Agreement.


 


(a)                                  Effective as of the close of business on February 28, 2007, the
parties agree that consistent with Section 2 of this Agreement, Pennington’s
position with the Company as Chief Executive Officer, together with 


 


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positions as officer and director of the Company’s
subsidiaries, is terminated. Further, effective as of the close of business on February 28,
2007 and except as otherwise expressly provided for in this Agreement, the
Employment Agreement is terminated and of no further force and effect and
Pennington relinquishes any and all continuing rights and benefits he may have
under the Employment Agreement. The close of business on February 28, 2007
shall be referred to as the “Effective Time” under this Agreement.


 


(b)                                 As provided in Section 7 of this Agreement, Pennington shall
nevertheless continue as an employee of the Company in the capacity described
below until the close of business on August 31, 2008 (the “Termination
Date”). On the Termination Date, Pennington’s employment by the Company and its
subsidiaries shall terminate and, except as otherwise required by applicable
law or as provided for in this Agreement, Pennington relinquishes all remaining
rights and benefits, if any, he may then have as an employee of the
Company.”


 


4.                                       Consideration;
Continuation of Compensation and Benefits. Section 4(a) of the
Continuation Agreement is hereby deleted in full and replaced as follows:


 


“4.                               Consideration;
Continuation of Compensation and Benefits.


 


(c)                                  From March 1, 2007 to the Termination Date (the “Employment
Continuation Period”), so long as Pennington has not breached any of his
obligations under this Agreement, Pennington shall receive an aggregate of
$360,000, payable at those intervals as the Company pays its employees.”


 


5.                                       Stock
Options. Exhibit A to the Continuation Agreement reflecting stock
options to Pennington is hereby amended to include an additional grant of
18,000 options effective on February 7, 2006. Further, all outstanding
stock options on Exhibit A, as amended, shall be exercisable in accordance
with their respective terms and ending on November 28, 2008. If Pennington’s
employment terminates prior to the Termination Date, (a) any options that
are unvested shall cease to vest and (b) all options must be exercised
within ninety days of such earlier termination date.


 


6.                                       Miscellaneous.


 


6.1                                 Governing Law. This
Amendment is made under and shall be governed by and construed in accordance
with the laws of the State of Minnesota, without regard to Minnesota’s
conflicts of law rules.


 


6.2                                 Prior Agreements.
This Amendment and the Continuation Agreement contain the entire agreement of
the parties relating to the subject matter hereof and supersede all prior
agreements and understandings with respect to such subject matter, and the
parties hereto have made no agreements, representations or warranties relating
to the subject matter of this Amendment which are not set forth herein. Except
as explicitly amended by this Amendment,


 


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all of the terms and conditions of the Continuation Agreement shall
remain in full force and effect.


 


6.3                                 Amendments. No
amendment or modification of this Amendment shall be deemed effective unless
made in writing signed and delivered by the parties hereto.


 


6.4                                 Assignment. This
Amendment shall not be assignable, in whole or in part, by either party without
the written consent of the other party.


 


6.5                                 No Waiver. No
term or condition of this Amendment shall be deemed to have been waived, nor
shall there be any estoppel to enforce any provisions of this Amendment, except
by a statement in writing signed by the party against whom enforcement of the
waiver or estoppel is sought. Any written waiver shall not be deemed a
continuing waiver unless specifically stated, shall operate only as to the
specific term or condition waive and shall not constitute a waiver of such term
of condition for the future or as to any act other than that specifically
waived.


 


6.6                                 Counterparts.
This Amendment may be signed in counterparts, each of which, when executed
and delivered, shall constitute one and the same instrument.


 


* * * * * * *


 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement, as of the dated first
above written.


 


	
   

  	
  CHRISTOPHER &
  BANKS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Larry C.
  Barenbaum

  	
   

  
	
   

  	
   

  	
  Larry C.
  Barenbaum

  	
   

  
	
   

  	
   

  	
  Chairman

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Joseph
  E. Pennington

  	
   

  
	
   

  	
  Joseph E.
  Pennington

  



 


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