Exhibit 10.1


 


AMENDMENT
NO. 2 TO


AMENDED
AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS AMENDMENT NO. 2
(the “Amendment”), dated effective as of April 5, 2006, is made  and entered into to amend the Amended and
Restated Executive Employment Agreement, dated as of March 1, 2002,
together with Amendment No. 1 dated September 22, 2005 (collectively,
the “Employment Agreement”), by and between Christopher & Banks
Corporation, a Delaware corporation (the “Company”), and Joseph E. Pennington
(the “Executive”).


 


WITNESSETH:


 


WHEREAS, the Company and
the Executive entered into the Employment Agreement which provides for a four-year
term ending on February 28, 2006;


 


WHEREAS, the Company and
the Executive entered into an Amendment to the Employment Agreement on September 22,
2005 which, among other things, extended the Executive’s employment to August 31,
2006 (the “Extended Date”);


 


WHEREAS, the Executive
has been promoted to Chief Executive Officer; and


 


WHEREAS, the Company
desires to continue to employ the Executive beyond the Extended Date and the
Executive wishes to accept such continued employment with the Company upon the
terms and conditions set forth in this Amendment.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual agreements herein contained, the
Company and the Executive agree as follows:


 


1.                                       Amendment.                            The
Employment Agreement shall be amended as provided in this Amendment. Capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Employment Agreement.


 


2.                                       Employment.                           Section 1.1
of the Employment Agreement is hereby deleted in full and replaced as follows:


 


“1.1                        The
Corporation hereby employs Executive, and Executive agrees to work for the
Corporation as Chief Executive Officer, and to perform such related duties
as are assigned to him from time to time by the Board of Directors of the
Corporation.”


 


3.                                       Term.
Section 2.1 of the Employment Agreement is hereby deleted in full and
replaced as follows:


 

















 


“2.1                        Unless
terminated at an earlier date as otherwise provided herein, the term of the
Executive’s employment hereunder shall be for a period ending on February 28,
2007.”


 


4.                                       Duties.          Section 3.1 of the
Employment Agreement is hereby amended by inserting the following at the end of
the paragraph:


 


“The
parties acknowledge that from March 1, 2006 to February 28, 2007,
Executive intends to fulfill his duties, in part, from Denver, Colorado;
provided however, Executive shall continue to spend at least fifty percent of
Executive’s time at the Corporation’s headquarters.”


 


5.                                       Compensation.
The first paragraph after the table at the beginning of Section 4.1 of the
Employment Agreement which discusses the Executive’s annual base salary after February 28,
2006 shall be deleted in full and replaced as follows:


 


“The
Corporation agrees to pay Executive at an annual base salary of $520,000, pro
rated from March 1, 2006 to February 28, 2007, payable at those
intervals as the Corporation shall pay other executives.”


 


6.                                       Incentive
Compensation. Section 4.3 of the Employment Agreement is hereby deleted
in full and replaced as follows:


 


“4.3                        The
Executive shall be eligible to receive a bonus in accordance with the
Corporation’s bonus plans as in effect and approved by the Board of Directors
from time to time.”


 


7.                                       Equity
Incentive Plans. Section 4.4 of the Employment Agreement is hereby
deleted in full and replaced as follows:


 


“4.4                        The
Executive shall receive a one-time stock option grant of 18,000 shares of the
Corporation’s common stock pursuant to and in accordance with its equity
incentive  plan.”


 


8.                                       Termination.                             Section 12.1
of the Employment Agreement is hereby deleted in full and replaced as follows:


 


“12.1                 The Corporation may terminate
the employment of the Executive at any time without cause by written notice of termination
of employment to Executive. In the event that the Corporation terminates the
employment of the Executive by delivering notice in accordance with the
preceding sentence, the Executive shall receive as severance his base salary
and benefits pursuant to Section 4 (except bonus) from the date of
termination until February 28, 2007.”


 


2

















 


9.                                       Miscellaneous.


 


9.1                                 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.


 


9.2                                 Prior
Agreements. This Amendment and the Employment 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, all of the terms and conditions of the Employment Agreement shall
remain in full force and effect.


 


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


 


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


 


9.5                                 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.


 


9.6                                 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 have hereunto set their hands, intending to be legally bound, as of the
date first above written.


 


	
   

  	
  CHRISTOPHER & BANKS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Larry C. Barenbaum

  	
   

  
	
   

  	
   

  	
  Larry
  C. Barenbaum

  	
   

  
	
   

  	
   

  	
  Its:
  Chairman

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Joseph E.
  Pennington

  	
   

  
	
   

  	
  Joseph E. Pennington

  	
   

  



 


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