Exhibit 10.1


 


EMPLOYMENT
NON-COMPETE, NON-SOLICIT AND CONFIDENTIALITY AGREEMENT


 


This EMPLOYMENT NON-COMPETE,
NON-SOLICIT AND CONFIDENTIALITY AGREEMENT (“Agreement”) is entered into between Citi Trends, Inc., including its subsidiaries,
affiliates, divisions, successors, and related entities (“Company”), and Heather Plutino (“Employee”), as of the
date signed by Employee below, to be effective as of June 27, 2022 (the “Effective Date”).


 


For and in consideration of
the mutual covenants and agreements contained herein, including, but not limited to, Company agreeing to employ and/or continuing to employ
Employee, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree:


 


1.            Employment;
Scope of Services. As of the Effective Date, Company shall employ and/or continue to employ Employee, and Employee shall be
employed and/or continue to be employed by Company, as Executive Vice President, Chief Financial Officer. Employee shall use his/her best
efforts and shall devote his/her full time, attention, knowledge and skills to the faithful performance of his/her duties and responsibilities
as a Company employee. Employee shall have such authority and such other duties and responsibilities as assigned by the Chief Executive
Officer. Employee shall comply with Company’s policies and procedures, shall conduct him/herself as an ethical business professional,
and shall comply with federal, state and local laws.


 


2.            At-Will
Employment. Nothing in this Agreement alters the at-will employment relationship between Employee and Company or limits Company’s
right to alter or modify Employee’s job title or job duties and responsibilities any time at Company’s discretion. Employment
with Company is “at-will” which means that either Employee or Company may terminate the employment relationship at any time,
with or without notice, with or without cause. The date of Employee’s cessation of employment for any reason is the “Separation
Date.”


 


3.            Confidentiality.


 


(a)            Employee
acknowledges and agrees that: (1) the retail sale of value-priced/off-price family apparel is an extremely competitive industry;
(2) Company has an ongoing strategy for expansion of its business in the United States; (3) Company’s major competitors
operate throughout the United States and some internationally; and (4) because of Employee’s position as Executive Vice President,
Chief Financial Officer he/she will have access to, knowledge of, and be entrusted with, highly sensitive and competitive Confidential
Information and Trade Secrets (as defined in subsection (b) below) of Company, including without limitation information regarding
sales margins, purchasing and pricing strategies, marketing strategies, vendors and suppliers, plans for expansion and placement of stores,
and also specific information about Company’s districts and stores, such as staffing, budgets, profits and the financial success
of individual districts and stores, which Company has developed and will continue to develop and the disclosure or use of which would
cause Company great and irreparable harm.


 






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(b)            As
used herein, “Confidential Information” means and includes any and all Company data and information in any form whatsoever
(tangible or intangible) which: (1) relates to the business of Company, irrespective of whether the data or information constitutes
a “trade secret” (as defined below); (2) is disclosed to Employee or which Employee obtains or becomes aware of as a
consequence of Employee’s relationship with Company; (3) has value to Company; and (4) is not generally known to Company’s
competitors. “Confidential Information” includes (but is not limited to) technical or sales data, formulas, patterns, compilations,
programs, devices, methods, techniques, drawings, processes, financial data and statements, financial plans and strategies, product plans,
sales or advertising information and plans, marketing information and plans, pricing information, the identity or lists of employees,
vendors and suppliers of Company, and confidential or proprietary information of such employees, vendors and suppliers. “Trade
Secret” means any and all information, knowledge or data in any form whatsoever, tangible or intangible, that is considered
a trade secret under applicable law. Employee acknowledges and agrees that all Confidential Information and Trade Secrets are and remain
the sole and exclusive property of Company.


 


(c)            Employee
agrees that he/she shall hold all Confidential Information and Trade Secrets in strictest confidence, and that he/she shall protect such
Confidential Information and Trade Secrets from disclosure by or to others. Employee further agrees that he/she shall not at any time
(except as authorized by Company in connection with Employee’s duties and responsibilities as an employee): (1) disclose, publish,
transfer, or communicate Confidential Information or Trade Secrets to any person or entity, other than authorized Company personnel; (2) use
or reproduce Confidential Information or Trade Secrets for personal benefit or for any purpose or reason other than furthering the legitimate
business interest of Company within the scope of Employee’s duties with Company; or (3) remove or transfer any Confidential
Information or Trade Secrets from Company’s premises or systems (by any method or means) except for use in Company’s business
and consistent with Employee’s duties with the Company. The foregoing covenants and obligations are in addition to, and do not limit,
any common law or statutory rights and/or protections afforded to Company.


 


(d)            Employee
acknowledges that Company has provided or will provide Employee with Company property, including without limitation, employee handbooks,
policy manuals, price lists, financial reports, and vendor and supplier information, among other items. Upon the Separation Date, or upon
the request of Company, Employee shall immediately deliver to Company all property belonging to Company, including without limitation,
all Confidential Information, Trade Secrets, and any property related to Company, whether in electronic or other format, as well as any
copies thereof, then in Employee’s custody, control, or possession. Upon the Separation Date, Employee shall provide Company with
a declaration certifying that all Confidential Information and any other Company property have been returned to Company, that Employee
has not kept any copies of such items or distributed such items to any third party, and that Employee has otherwise complied with the
terms of Section 3 of this Agreement.


 


(e)            Employee
shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret (as defined
in section 1839 of title 18, United States Code) that (A) is made (i) in confidence to a federal, state, or local government
official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected
violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made
under seal. If Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose
the trade secret to the attorney of Employee and use the trade secret information in the court proceeding if Employee (A) files any
document containing the trade secret under seal; and (B) does not disclose the trade secret, except as permitted by court order.


 






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4.            Covenant
Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships
with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that
in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s
business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise
Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair
to disclose to others, or to use to Company’s disadvantage.


 


Employee acknowledges and agrees that the restrictions
contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets,
valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.”
Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which
does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect
Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with
its employees, customers, and “Merchandising Vendors.”


 


In light of the foregoing, Employee agrees that
he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or
endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests.
In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall
not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become
employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities
which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company;
or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed
or provided for the Company, for or on behalf of any Competitor. For purposes of this Section 4, the term “Competitor”
shall mean only the following businesses, commonly known as: Cato, TJX (including without limitation TJMAXX, HomeGoods, and Marshalls),
Burlington Stores, Gabe’s Stores, and Ross Stores (including without limitation DD’s Discounts).


 


5.            Covenant
Not to Solicit. During Employee’s employment with Company, and for a period of eighteen (18) months following the Separation
Date, and regardless of the reason for separation, Employee agrees not to solicit any “Merchandise Vendors” (as defined below)
for the purpose of obtaining merchandise and/or inventory for or on behalf of any “Competitor” (as defined in Section 4
of this Agreement). As used herein, “Merchandise Vendors” means and includes any person or entity who/that has been
a vendor or supplier of merchandise and/or inventory to Company during the eighteen (18) months immediately preceding the Separation Date
or to whom/which Company is actively soliciting for the provision of merchandise and/or inventory, and with whom/which Employee had “material
contact.” For purposes of this agreement, “material contact” means contact between Employee and an existing or
prospective Merchandise Vendor: (a) with whom Employee dealt on behalf of Company within two years prior to the date of Employee’s
termination; (b) whose dealings with Company were coordinated or supervised by Employee within two years prior to the date of Employee’s
termination; (c) about whom Employee obtained Confidential Information in the ordinary course of business as a result of Employee’s
association with Company within two years prior to the date of Employee’s termination; or, (d) who provides merchandise and/or
inventory to Company, the provision of which results or resulted in compensation, commissions, or earnings for Employee within two years
prior to the date of Employee’s termination.


 






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Employee specifically acknowledges and agrees
that, as Executive Vice President, Chief Financial Officer, his/her duties include, without limitation, establishing purchasing and pricing
strategies and policies, managing sales margins, involvement in establishing and maintaining vendor relationships, and having contact
with and confidential and/or proprietary information regarding Merchandise Vendors.


 


6.            Covenant
Not to Recruit Personnel. During Employee’s employment with Company, and for a period of two (2) years following the Separation
Date, and regardless of the reason for separation, Employee will not: (a) recruit or solicit to hire or assist others in recruiting
or soliciting to hire, any employee or independent contractor of Company; or (b) cause or assist others in causing any employee or
independent contractor of Company to terminate his/her relationship with Company.


 


7.            Severability.
If any provision of this Agreement is held invalid, illegal, or otherwise unenforceable, in whole or in part, the remaining provisions,
and any partially enforceable provisions to the extent enforceable, shall be binding and remain in full force and effect. Further, each
particular prohibition or restriction set forth in any Section of this Agreement shall be deemed a severable unit, and if any court
of competent jurisdiction determines that any portion of such prohibition or restriction is against the policy of the law in any respect,
but such restraint, considered as a whole, is not so clearly unreasonable and overreaching in its terms as to be unconscionable, the court
shall enforce so much of such restraint as is determined to be reasonably necessary to protect the legitimate interests of Company. Employee
and Company expressly agree that, should any court of competent jurisdiction find or determine that any of the covenants contained herein
are overly-broad or otherwise unenforceable, the court may “blue-pencil,” modify, and/or reform any such covenant (in whole
or in part) so as to cure the over-breadth or to otherwise render the covenant enforceable.


 


8.            Survival
of Covenants. All rights and covenants contained in Sections 3, 4, 5, and 6 of this Agreement, and all remedies relating thereto,
shall survive the termination of this Agreement for any reason.


 


9.            Binding
Effect. The covenants, terms, and provisions set forth in this Agreement shall inure to the benefit of and be enforceable by Company
and its successors, assigns, and successors-in-interest, including, without limitation, any corporation, partnership, or other entity
with which Company may be merged or by which it may be acquired. Employee may not assign Employee’s rights or obligations under
this Agreement to any other party.


 






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10.            Governing
Law. All matters affecting this Agreement, including the validity thereof, are to be subject to, and interpreted and construed in
accordance with, the laws of the State of Georgia applicable to contracts executed in and to be performed in that State.


 


11.            No
Interference with Rights. Employee understands, agrees and acknowledges that nothing contained in this Agreement will prevent Employee
from filing a charge or complaint with, reporting possible violations of any law or regulation, making disclosures to, and/or participating
in any investigation or proceeding conducted by, the National Labor Relations Board, Equal Employment Opportunity Commission, the Securities
and Exchange Commission, and/or any governmental authority charged with the enforcement of any laws.


 


12.            Acknowledgment
of Reasonableness/Remedies/Enforcement.


 


(a)            Employee
acknowledges that: (1) Company has valid interests to protect pursuant to Sections 3, 4, 5, and 6 of this Agreement; (2) the
breach of the provisions of Sections 3, 4, 5, or 6 of this Agreement would result in irreparable injury and permanent damage to Company;
and (3) such restrictions are reasonable and necessary to protect the interests of Company, are critical to the success of Company’s
business, and do not cause undue hardship on Employee.


 


(b)            Employee
agrees that determining damages in the event of a breach of Sections 3, 4, 5, or 6 by Employee would be difficult and that money damages
alone would be an inadequate remedy for the injuries and damages which would be suffered by Company from such breach. Therefore, Employee
agrees that Company shall be entitled (in addition to any other remedies it may have under this Agreement, at law, or otherwise) to immediate
injunctive and other equitable relief to prevent or curtail any such breach or threatened breach by Employee. Employee and Company waive
any requirement that a bond or any other security be posted. Nothing in this Agreement shall prohibit Company from seeking or recovering
any legal or monetary damages to which it may be entitled if Employee breaches any provision in this Agreement.


 


(c)            In
the event Employee breaches this Agreement, Employee shall be liable to Company for all costs of enforcement, including attorneys’
fees and court costs, in addition to all other damages and redress available to Company in equity or in law.


 


13.            Miscellaneous.
This Agreement constitutes the entire agreement between the parties and supersedes any and all prior contracts, agreements, or understandings
between the parties which may have been entered into by Company and Employee relating to the subject matter hereof (including, without
limitation, the Prior Confidentiality Agreement), except for any severance agreements or certain restricted stock award and stock option
agreements, which are to remain in full force and effect. This Agreement may not be amended or modified in any manner except by an instrument
in writing signed by both Company and Employee. 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.


 






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EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE/SHE
HAS CAREFULLY READ THIS AGREEMENT AND KNOWS AND UNDERSTANDS ITS CONTENTS, THAT HE/SHE ENTERS INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY,
AND THAT HE/SHE INDICATES HIS/HER CONSENT BY SIGNING THIS FINAL PAGE.


 


(SIGNATURES TO FOLLOW ON NEXT PAGE)


 






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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement under seal as of the day and year set forth below.


 


	Citi Trends, Inc.	 	 
	 	 	 
	By:	/s/ David N. Makuen	 	By:	 /s/ Heather L. Plutino
	David N. Makuen	 	Employee Signature
	Chief Executive Officer  	 	 
	 	 	 
	Date: June 14, 2022	 	Date: June 14, 2022 




 






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