Exhibit 10.2


RESTRICTED STOCK AGREEMENT


CHRISTOPHER & BANKS
CORPORATION


2006 EQUITY INCENTIVE PLAN FOR
NON-EMPLOYEE DIRECTORS


 


 


THIS AGREEMENT is made effective as of this              
day of                ,
          , by and between
Christopher & Banks Corporation, a Minnesota corporation (the “Company”),
and                                   
(the “Participant”).


W I T N E S S E T H:


WHEREAS, the Participant is, on the date hereof, a
director of the Company or one of its subsidiaries of the Company; and


WHEREAS, the Company wishes to grant a restricted
stock award to the Participant for shares of the Company’s Common Stock
pursuant to the Company’s 2006 Equity Incentive Plan For Non-Employee Directors
(the “Plan”); and


WHEREAS, the Administrator of the Plan has authorized
the grant of a restricted stock award to the Participant;


NOW, THEREFORE, in consideration of the premises and
of the mutual covenants herein contained, the parties hereto agree as follows:


1.             Grant of Restricted Stock Award.  The Company hereby grants to the Participant
on the date set forth above a restricted stock award (the “Award”) for                        
(            )
shares of Common Stock on the terms and conditions set forth herein, which
shares are subject to adjustment pursuant to Section 13 of the Plan.  The Company shall cause to be issued one or
more stock certificates representing such shares of Common Stock in the
Participant’s name, and shall hold each such certificate until such time as the
risk of forfeiture and other transfer restrictions set forth in this Agreement
have lapsed with respect to the shares represented by the certificate.  The Company may also place a legend on such
certificates describing the risks of forfeiture and other transfer restrictions
set forth in this Agreement providing for the cancellation of such certificates
if the shares of Common Stock are forfeited as provided in Section 2
below.  Until such risks of forfeiture
have lapsed or the shares subject to this Award have been forfeited pursuant to
Section 2 below, the Participant shall be entitled to vote the shares
represented by such stock certificates and shall receive all dividends
attributable to such shares, but the Participant shall not have any other
rights as a shareholder with respect to such shares.


2.             Vesting of Restricted Stock.  The shares of Stock subject to this Award
shall remain forfeitable until the risks of forfeiture lapse according to the
following vesting schedule:



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  Vesting Date

  	
   

  	
  Cumulative Percentage of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


b.             If
the Participant’s directorship with the Company (or a subsidiary of the
Company) ceases at any time prior to a Vesting Date for any reason, including
the Participant’s voluntary resignation or retirement, the Participant shall
immediately forfeit all shares of Stock subject to this Award which have not
yet vested and for which the risks of forfeiture have not lapsed.


3.             General Provisions.


a.             Director or Other Relationship.  This Agreement shall not confer on the
Participant any right with respect to continuance as a director or other
relationship by the Company, nor will it interfere in any way with the right of
the Company to terminate such directorship or relationship.


b.             Mergers, Recapitalizations, Stock Splits, Etc.  Except as otherwise specifically provided in
any employment, change of control, severance or similar agreement executed by
the Participant and the Company, pursuant
and subject to Section 13 of the Plan, certain changes in the number or
character of the shares of Stock of the Company (through sale, merger,
consolidation, exchange, reorganization, divestiture (including a spin-off),
liquidation, recapitalization, stock split, stock dividend, or otherwise) shall
result in an adjustment, reduction, or enlargement, as appropriate, in the
number of shares subject to this Award. 
Any additional shares that are credited pursuant to such adjustment
shall be subject to the same restrictions as are applicable to the shares with
respect to which the adjustment relates.


c.             Shares Reserved.  The Company shall at all times during the
term of this Award reserve and keep available such number of shares as will be
sufficient to satisfy the requirements of this Agreement.


d.             Withholding Taxes.  To permit the Company to comply with all
applicable federal and state income tax laws or regulations, the Company may
take such action as it deems appropriate to ensure that, if necessary, all
applicable federal and state payroll, income or other taxes are withheld from any
amounts payable by the Company to the Participant.  If the Company is unable to withhold such
federal and state taxes, for whatever reason, the Participant hereby agrees to
pay to the Company an amount equal to the amount the Company would otherwise be
required to withhold under federal or state law prior to the transfer of any
certificates for the shares of Stock subject to this Award.  Subject
to such rules as the Administrator may adopt, the Administrator may, in its
sole discretion, permit Participant to satisfy such withholding tax
obligations, in whole or in part, by delivering shares of Common Stock received
pursuant to this Award having a Fair Market Value, as of the date the amount of




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tax
to be withheld is determined under applicable tax law, equal to the minimum
amount required to be withheld for tax purposes.  Participant’s
request to deliver shares for purposes of such withholding tax obligations
shall be made on or before the date that triggers such obligations or, if
later, the date that the amount of tax to be withheld is determined under
applicable tax law.  Participant’s
request shall be approved by the Administrator and otherwise comply with such
rules as the Administrator may adopt to assure compliance with Rule 16b-3 or
any successor provision, as then in effect, of the General Rules and
Regulations under the Securities and Exchange Act of 1934, if applicable.


e.             2006 Equity Incentive Plan For Non-Employee Directors.  The Award evidenced by this Agreement is
granted pursuant to the Plan, a copy of which Plan has been made available to
the Participant and is hereby incorporated into this Agreement.  This Agreement is subject to and in all
respects limited and conditioned as provided in the Plan.  All defined terms of the Plan shall have the
same meaning when used in this Agreement. 
The Plan governs this Award and, in the event of any questions as to the
construction of this Agreement or in the event of a conflict between the Plan
and this Agreement, the Plan shall govern, except as the Plan otherwise
provides.


f.              Lockup Period Limitation.  Participant agrees that in the event the
Company advises Participant that it plans an underwritten public offering of
its Common Stock in compliance with the Securities Act of 1933, as amended, and
that the underwriter(s) seek to impose restrictions under which certain
shareholders may not sell or contract to sell or grant any option to buy or
otherwise dispose of part or all of their stock purchase rights of the
underlying Common Stock, Participant hereby agrees that for a period not to exceed 180 days from the prospectus, Participant will
not sell or contract to sell or grant an option to buy or otherwise dispose of
this Award or any of the underlying shares of Common Stock without the prior
written consent of the underwriter(s) or its representative(s).


g.             Stock Legend.  The Administrator may require that the
certificates for any shares of Common Stock purchased by Participant (or, in
the case of death, Participant’s
successors) shall bear an appropriate legend to reflect the restrictions of
Paragraph 3(f) of this Agreement; provided, however, that failure to so
endorse any of such certificates shall not render invalid or inapplicable
Paragraph 3(f).


h.             Scope of Agreement.  This Agreement shall bind and inure to the
benefit of the Company and its successors and assigns and of the Participant
and any successor or successors of the Participant.


i.              Arbitration.  Any dispute arising out of or relating to
this Agreement or the alleged breach of it, or the making of this Agreement,
including claims of fraud in the inducement, shall be discussed between the
disputing parties in a good faith effort to arrive at a mutual settlement of
any such controversy.  If,
notwithstanding, such dispute cannot be resolved, such dispute shall be settled
by binding arbitration.  Judgment upon
the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof.  The arbitrator
shall be a retired state or federal judge or an attorney who has practiced
securities or business litigation for at least 10 years.  If the parties cannot agree on an arbitrator
within 20 days, any party may request that the chief judge of the District
Court for Hennepin County, Minnesota, select an arbitrator.  Arbitration will be conducted pursuant to the
provisions of this Agreement, and the 



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commercial
arbitration rules of the American Arbitration Association, unless such rules
are inconsistent with the provisions of this Agreement.  Limited civil discovery shall be permitted
for the production of documents and taking of depositions.  Unresolved discovery disputes may be brought
to the attention of the arbitrator who may dispose of such dispute.  The arbitrator shall have the authority to
award any remedy or relief that a court of this state could order or grant;
provided, however, that punitive or exemplary damages shall not be
awarded.  The arbitrator may award to the
prevailing party, if any, as determined by the arbitrator, all of its costs and
fees, including the arbitrator’s fees, administrative fees, travel expenses,
out-of-pocket expenses and reasonable 
attorneys’ fees.  Unless otherwise
agreed by the parties, the place of any arbitration proceedings shall be
Hennepin County, Minnesota.


ACCORDINGLY, the parties
hereto have caused this Agreement to be executed on the day and year first
above written.


	
  

  	
  CHRISTOPHER & BANKS CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  Participant

  








 



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