**EXHIBIT 10.2**

 

**EMPLOYMENTAGREEMENT**

 

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, anindividual (the “Executive”).

 

WHEREAS, the Company and the Executive arealso parties to an Employment Non-Compete, Non-Solicit and ConfidentialityAgreement (the “Confidentiality Agreement”) which is to remain in fullforce and effect; and

 

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

 

1.             **Term ofEmployment.**  The Executive’semployment shall commence with the execution of this Agreement and theConfidentiality Agreement and shall continue, pursuant to the terms of thisAgreement, on an at-will basis, until either the Executive or the Companyterminates the employment relationship for any or no reason, with or withoutCause (as defined in Section 4 below). If Executive terminates the Agreement, she agrees to provide the Companywith a minimum of thirty (30) days written notice.

 

2.             **Nature ofDuties.**  The Executive shall,during her employment hereunder, be the Company’s Executive Vice President –Chief Merchandising Officer. Executive’s primary job duties shall includedevelopment and implementation of the Company’s national merchandisingstrategy, including development of vendor relationships, pricing and inventoryplans, sales plans and other duties as more fully described in the applicablejob description.  The Executive shalldevote her full business time and effort to the performance of her duties tothe Company.

 

3.             **Compensation.**

 

A.            The Company shall pay the Executive a base salary at anannual rate of $350,000, which may be adjusted from time to time at the solediscretion of the Chief Executive Officer (“CEO”) and/or Board ofDirectors of the Company (the “Board”). The Executive’s base salary shall be paid in conformity with theCompany’s salary payment practices that are generally applicable to similarlysituated Company executives.  TheExecutive 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 adiscretionary bonus under the Company’s Executive Management Level Bonus Plan,which is currently 65% of base salary with the opportunity to achieve up to200% of the bonus plan percent. Executive is eligible for a prorated portion of the FY2008 bonus for themonths the Executive is employed with the Company during FY2008.  However, Citi Trends will guarantee theExecutive a minimum bonus payout of $80,000 for FY2008.  The Executive must be employed with The Companyat the time the bonus is paid to receive a payout.  The Company may revise or eliminate the Executive Management Level Bonus Plan at anytime without notice at its sole discretion.

 

D.            The Executive isguaranteed $75,000 in relocation expense reimbursement for selling costs andclosing costs related to real estate transactions.  If the Executive voluntarily 

 

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terminates the Executive’s employment within12 months of the Executive’s hire date, the Executive will be obligated torefund these relocation costs to the Company on a pro-rata basis.

 

E.             The Company willpay for the cost of packing and moving the Executive’s household items andvehicles to the Savannah area and will provide temporary housing for 90days.  If the Executive voluntarilyterminates the Executive’s employment within 24 months of the Executive’s hiredate, the Executive will be obligated to refund these relocation costs to theCompany.

 

F.             Upon theExecutive’s start date with the Company, the Executive will be awardedrestricted stock valued at $300,000, fully vested in four years at the rate of25% per year.

 

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

 

·                                          401(k) profitsharing account;

 

·                                          EquityAwards: Consideration for Annual Restricted Stock Awards based on companyperformance 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 eliminatedby the Company at any time without notice.

 

4.             **TerminationPayments and Benefits.** Regardless of the circumstances of the Executive’s termination, sheshall be entitled to payment when due of any unpaid base salary, expensereimbursements and vacation days accrued prior to the termination of heremployment, and other unpaid vested amounts or benefits under Company pensionand health benefit plans, and to no other compensation or benefits.  If the Company terminates the Executive’semployment without Cause, the Company will provide the Executive with aseparation payment of six (6) months base salary, to be paid in six (6) equalmonthly installments beginning on the date of the termination of the Executiveand each of the successive five (5) month anniversaries of suchtermination.  These separation paymentsare conditioned upon Executive executing a Separation and General ReleaseAgreement at the time of termination which is acceptable to the Company and theExecutive.

 

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

 

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

 

(b)           conviction of a felony or a crimeinvolving embezzlement, conversion of property or moral turpitude (whether byplea of nolo contendere or otherwise);

 

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

 

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

 

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

 

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

 

6.             **Amendment.**  No provisions of this Agreement may bemodified, waived, or discharged except by a written document signed by a dulyauthorized Company officer and the Executive. A waiver of any conditions or provisions of this Agreement in a giveninstance shall not be deemed a waiver of such conditions or provisions at anyother time in the future.

 

7.             **Choice ofLaw and Venue.**  The validity,interpretation, construction, and performance of this Agreement shall begoverned by the laws of the State of Georgia (excluding any that mandate theuse of another jurisdiction’s laws).  Anyaction to enforce or for breach of this Agreement shall be brought exclusivelyin the state or federal courts of the County of Chatman, City of Savannah.

 

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

 

9.             **Validity.**  The invalidity or unenforceability of anyprovision of this Agreement shall not affect the validity or enforceability ofany other provision of this Agreement, which shall remain in full force andeffect.

 

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

 

11.           **Entire Agreement.**  This Agreement and the ConfidentialityAgreement between the parties constitute the entire agreement between theparties and supersede any and all prior contracts, agreements, orunderstandings between the parties which may have been entered into by Companyand the Executive relating to the subject matter hereof.  This Agreement may not be amended or modifiedin 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 anytime any of the provisions of this Agreement shall in no way be construed to bea waiver of any such provision or the right of such party thereafter to enforceeach and every such provision.  No waiverof any breach of this Agreement shall be held to be a waiver of any other orsubsequent breach.  All remedies arecumulative, including the right of either party to seek equitable relief inaddition to money damages.

 

IN WITNESS WHEREOF, the parties hereto have set theirhands 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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