Exhibit 10.3

 

FINAL

 

TERM SHEET FOR EMPLOYMENT AGREEMENT WITH EXECUTIVE

 

This confidential term sheet (“Term Sheet”), dated as of January 17, 2017, sets forth the key terms of the proposed employment of Joel Waller (the “Executive”), by Christopher & Banks Corporation, a Delaware corporation (the “Company”), expected to commence on January 17, 2017 (the “Start Date”).

 

	
Titles
    	
 
    	
Interim Chief Executive Officer and President (“Interim CEO”);   effective as of the Start Date, Executive will be elected by the Board of   Directors to serve as a director and, assuming he is Interim CEO at the time,   will be nominated for election as a director at the 2017 annual meeting of   the Company’s stockholders; provided, that,   Executive shall agree to resign from all officer and director positions he   holds with the Company and any subsidiary, effective as of the date that he   is no longer serving as Interim CEO.
    
	
 
    	
 
    	
 
    
	
Term
    	
 
    	
Earlier of the (i) one-year anniversary of the Start Date   and (ii) date on which the Company has hired a permanent Chief Executive   Officer.
    
	
 
    	
 
    	
 
    
	
Annual Base Salary
    	
 
    	
$600,000
    
	
 
    	
 
    	
 
    
	
Stock Option Grant
    	
 
    	
Options to acquire 375,000 shares of Company Common Stock, to be   priced at the closing price of one share of Company Common Stock on the NYSE   (the “Closing Price”) on the Start Date. Options will have a five-year   term, will vest upon the earlier of the (i) one-year anniversary of the   Start Date, (ii) date on which the Company has hired a permanent Chief   Executive Officer, and (iii) termination of Executive’s employment   without cause due to a change in control of the Company. The Stock Options   will be exercisable following Executive’s employment termination (assuming   such termination is not for cause, death or disability) for the lesser of   (i) three years following Executive’s employment termination date and   (ii) the remaining term of the options. Options will be granted pursuant   to the Company’s standard form of option agreement.
    
	
 
    	
 
    	
 
    
	
Restricted Stock   Grant
    	
 
    	
A total of 200,000 shares of the Company’s Common   Stock will be issued on the Start Date, in the following amounts and subject   to the following vesting and forfeiture terms: (i) 100,000 shares will   vest if the Closing Price on any day prior to the “Vesting Date” (as   defined below) is equal to or greater than $3.00; if the Closing Price does   not reach $3.00 prior to the Vesting Date, then this tranche of shares will   be forfeited; and (ii) 100,000 shares will vest if the Closing Price on   any day prior to the Vesting Date is equal to or greater than $4.00; if the   Closing Price does not reach $4.00 prior to the Vesting Date, then this   tranche of shares will be forfeited. As used herein, “Vesting Date” means the   twelve-month anniversary of Executive’s last date of service as Interim CEO.   All shares of restricted stock will be granted pursuant to the Company’s   standard form of restricted stock agreement.
    
	
 
    	
 
    	
 
    
	
Inducement Grants
    	
 
    	
Stock options and restricted stock grants noted above will be issued
    


 

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pursuant to the NYSE’s employment inducement grant exemption,   and will not be issued under the terms of the Company’s stock incentive plan.
    
	
 
    	
 
    	
 
    
	
Other Benefits
    	
 
    	
Subject to eligibility under the terms thereof, Executive will   be entitled to vacation, health and welfare, retirement and other benefits   generally available to other senior executives of the Company from time to   time, other than any annual (or other short-term) incentive plan of the   Company.
    
	
 
    	
 
    	
 
    
	
Legal Fees   Reimbursement
    	
 
    	
Upon submission by Executive of customary documentation, in form   reasonably satisfactory to the Company, the Company shall reimburse Executive   for fees and expenses of Executive’s legal counsel in connection with the   negotiation and execution of this term sheet and related documentation, up to   an aggregate amount not to exceed $5,000.
    
	
 
    	
 
    	
 
    
	
Employment at will
    	
 
    	
The Company may terminate Executive’s employment at any time   upon prior written notice; provided that,   if Executive’s employment is terminated by the Company prior to   January 17, 2018 (unless Executive is terminated for cause), he shall be   entitled to receive the unpaid balance of his annual base salary as   severance.
    
	
 
    	
 
    	
 
    
	
Restrictive   Covenants
    	
 
    	
Executive shall be subject to the Company’s customary   non-competition, employee, customer and vendor non-solicitation,   non-disparagement, and confidentiality covenants for senior executives.
    
	
 
    	
 
    	
 
    
	
Governing Law;   Dispute Resolution
    	
 
    	
This Term Sheet will be governed by the internal   laws of the state of Delaware without regard to conflicts of law principles.

 

Disputes under this Term Sheet will be resolved exclusively by   confidential arbitration administered by the American Arbitration Association   (“AAA”) in Minneapolis, in accordance with the AAA’s rules for   complex commercial disputes.  Any such arbitration shall be conducted by   a single arbitrator selected by AAA. Executive waives any rights to a jury   trial in connection with any disputes under this Term Sheet.
    
	
 
    	
 
    	
 
    
	
Indemnification
    	
 
    	
Executive will be entitled to enter into the Company’s customary   indemnification agreement for directors and executive officers.
    
	
 
    	
 
    	
 
    
	
Binding Nature
    	
 
    	
This Term Sheet shall constitute a binding commitment on the   part of the Company and Executive. In the event that the parties are not able   to complete more detailed agreements memorializing these terms prior to the   Start Date, the Company and Executive shall cooperate in good faith to do so   as soon as practicable after the Start Date; provided,   that, unless and until any such more detailed agreements are   executed by the parties, the terms of this Term Sheet shall be binding with   respect to the matters agreed herein. Notwithstanding anything in this Term   Sheet to the contrary, this Term Sheet shall terminate automatically and   shall have no further force or effect if Executive is not elected to the   Interim CEO position.
    


 

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IN WITNESS WHEREOF, the undersigned, each intending to be legally bound hereby, have executed this Term Sheet as of the date first above written.

 

	
 
    	
CHRISTOPHER &BANKS CORPORATION
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/Kent Kleebergeer
    
	
 
    	
 
    	
Name:
    	
Kent Kleeberger
    
	
 
    	
 
    	
Title:
    	
Chair of the Board of   Directors
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ Joel Waller
    
	
 
    	
Joel Waller
    


 

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