EXHIBIT 10.3


 


AMENDED AND RESTATED EXECUTIVE
EMPLOYMENT AGREEMENT

BETWEEN

CHRISTOPHER & BANKS CORPORATION

AND

MONICA DAHL


 


THIS AGREEMENT is effective as of July 31, 2008, by and between
Christopher & Banks Corporation, a corporation duly organized and existing
under the laws of the State of Delaware (the “Corporation”) and Monica Dahl (“Executive”).


 


PREAMBLE


 


Executive is an employee of the Corporation, and the parties previously
executed an Executive Employment Agreement dated August 6, 2006.  This Amended and Restated Executive
Employment Agreement (“Agreement”) supersedes and replaces that prior
agreement.  The parties have agreed to
execute this Agreement containing the following terms and conditions:


 


ARTICLE 1

EMPLOYMENT


 


1.1           The
Corporation agrees to employ Executive, and Executive agrees to be employed by
the Corporation, as Senior Vice President, Planning & Allocation and
e-Commerce.  Executive agrees to perform
such other duties which may be assigned to her from time to time by the Corporation’s
Chief Executive Officer, the Corporation’s Board of Directors  or the person to whom she reports per the
provisions of Section 3.1.


 


ARTICLE 2

TERM


 


2.1           The
term of this Agreement shall be the period commencing on July 31, 2008 and
ending on February 28, 2010, unless sooner terminated as hereinafter
provided in Article 12; provided, however, Executive is and shall remain
an at-will employee.  The term of this
Agreement will expire on February 28, 2010, if it has not earlier been
terminated, without any further action required by either party hereto at that
time.


 


ARTICLE 3

DUTIES


 


3.1           Executive
agrees to devote her full time and effort, to the best of her ability, to carry
out her duties as Senior Vice President, Planning & Allocation and
e-Commerce for the profit, benefit and advantage of the business of the
Corporation and its related entities (the “Company”).  Executive shall continue to report directly
to the Chief Executive Officer of the Corporation until February 28, 2009;
she shall report thereafter to either (i) the Chief Executive Officer of
the Corporation or (ii) such other executive as is designated by the Chief
Executive Officer.


 


ARTICLE 4

COMPENSATION AND BENEFITS


 


4.1           Executive’s
annual base salary hereunder will initially be $375,000.  Effective March 1, 2009, Executive’s
annual base salary shall be adjusted to $325,000.  Effective June 1, 2009, Executive’s
annual base salary shall be adjusted to $250,000.  Executive will thereafter be eligible for
potential increases to her annual base salary based on her performance and the
Corporation’s salary guidelines, and such other factors as are deemed relevant
by the Chief Executive Officer and/or the Compensation Committee of the
Corporation’s Board of Directors 


 


 

















 


(“Compensation Committee”).  Executive’s
base salary shall be payable at the same intervals as the Corporation pays
other executives.


 


4.2           As
long as she remains employed hereunder, Executive shall be eligible for
potential equity awards in accordance with the guidelines and parameters that
are used in the normal course of business by the Compensation Committee.


 


4.3           Executive
shall continue to be eligible to receive annual bonuses in accordance with the
Corporation’s senior executive incentive plan as in effect and approved by the
Board of Directors or Compensation Committee from time to time.


 


4.4           Subject
to the terms and conditions of such plans and programs, Executive shall be
entitled to participate in the various other employee benefit plans and
programs applicable to senior executives of the Corporation including, but not
limited to, medical, life and other benefits.


 


4.5           The
Corporation shall continue to pay to Executive a car allowance of $1,000 per
month through the earlier of (a) February 28, 2009, or (b) the
termination of her employment.


 


4.6           Executive
shall be entitled, during each full calendar year in which this Agreement
remains in effect, to twenty-three (23) days of paid time off (“PTO”), and a
pro rata portion thereof for any partial calendar year of employment.  Except as expressly provided in the
Corporation’s PTO policy, any PTO not used during any such calendar year may
not be carried forward to any succeeding calendar year and shall be
forfeited.  Employee shall not be
entitled to receive any payment in cash for PTO remaining unused at the end of
any year.  At separation from employment,
the Corporation will pay Executive for any unused PTO in the year of such
separation, pro rated from January 1 of the year of separation through
Executive’s last day of employment to the extent consistent with the terms of
the Corporation’s PTO policy.  As of the
effective date of this Agreement, Executive had 122.50 hours of PTO available
for the remainder of 2008.


 


ARTICLE 5

INSURANCE


 


5.1           The
Corporation, at its own expense, shall continue to provide life insurance
coverage on Executive’s life through the earlier of (a) February 28,
2009, or (b) the termination of her employment.  The death benefit shall be in the amount of
$1,000,000; $500,000 in the form of whole life insurance and $500,000 in the
form of term life insurance.  The
Executive will be the owner of both policies, and the death benefit shall be
payable to a beneficiary designated solely by Executive.  The Corporation shall have the right at its
own expense and for its own benefit to purchase additional insurance on
Executive’s life, and Executive shall cooperate by providing necessary
information, submitting to required medical examinations, and otherwise
complying with the insurance carrier’s requirements.


 


5.2           Executive
shall be entitled to disability insurance in line with the present policy of
the Corporation, to be provided at the expense of the Corporation.


 


ARTICLE 6

DEFINITIONS


 


6.1           “Cause”
shall mean (i) any fraud, misappropriation or embezzlement by Executive in
connection with the business of the Company, (ii) any conviction of a
felony or a gross misdemeanor by Executive, (iii) any gross neglect or
persistent neglect by Executive to perform the duties assigned to her hereunder
or any other act that can be reasonably expected to cause substantial economic
or reputational injury to the Company or (iv) any material breach of
Articles 7 or 8 of this Agreement, provided that the existence of such
neglect or material breach shall be determined by a majority of the directors
and their determination shall be set forth in writing and attested to by each
concurring director.  Provided further
that in connection with an event described in Section 6.1 (iii) above,
Executive shall first have received a written notice from the Corporation which
sets forth in reasonable detail the manner in which Executive has grossly or
persistently neglected her duties, and Executive shall have a period of ten 


 


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(10) days to cure the same, but the Corporation shall neither be
required to give written notice of, nor shall Executive have a period to cure,
the same or any similar gross or persistent neglect or material breach which
the Corporation has previously given written notice to Executive hereunder and
Executive has cured such neglect or breach.


 


6.2           A “Change
of Control” shall be deemed to have occurred if (i) there shall be
consummated (A) any consolidation or merger in which the Corporation is
not the continuing or surviving corporation or pursuant to which shares of the
Corporation’s common stock would be converted into cash, securities or other
property, other than a consolidation or a merger having the same proportionate
ownership of common stock of the surviving corporation immediately after the
consolidation or merger or (B) any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions other than in the
ordinary course of business of the Corporation) of all, or substantially all,
of the assets of the Corporation to any corporation, person or other entity
which is not a direct or indirect wholly-owned subsidiary of the Corporation,
or (ii) any person, group, corporation or other entity (collectively, “Persons”)
shall acquire beneficial ownership (as determined pursuant to Section 13(d) of
the Securities Exchange Act of 1934, as amended, and rules and regulations
promulgated thereunder) of 50% or more of the Corporation’s outstanding common
stock.  In all cases, the determination
of whether a Change of Control has occurred shall be made in accordance with Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”), and the
regulations, notices and other guidance of general applicability issued
thereunder.


 


6.3           “Confidential
Information” means any information that is not generally known, including trade
secrets, outside the Company and that is proprietary to the Company, relating
to any phase of the Company’s existing or reasonably foreseeable business which
is disclosed to Executive during Executive’s employment by the Company
including information conceived, discovered or developed by Executive.  Confidential Information includes, but is not
limited to, business plans; financial statements and projections; operating
forms (including contracts) and procedures; payroll and personnel records;
marketing materials and plans; proposals; supplier information; customer
information; software codes and computer programs; customer lists; project
lists; project files; training manuals; policies and procedures manuals; health
and safety manuals; target lists for new stores and information relating to
potential new store locations; price information and cost information;
administrative techniques or documents or information that is designated by the
Company as “Confidential” or similarly designated.


 


6.4           A “Competitor”
means any person or organization (1) which is a women’s specialty apparel
store retailer whose operations on the date of termination of Executive’s
employment compete with twenty percent (20%) or more of the Company’s
Christopher & Banks, CJ Banks or Acorn store operations, including,
but not limited to, The Cato Corporation, Talbots, Inc., Chico’s FAS, Inc.,
Coldwater Creek, Inc., The Limited, Inc., Dress Barn Inc.  United Retail Group, Inc., Charming
Shoppes, Inc., New York and Company, Bebe, Charlotte Russe and Ann Taylor;
and (2) the following department stores and large box retailers:  Kohls department stores, Target, J.C. Penney
and Sears.  “Competitor” shall also
include all divisions, subsidiaries, and affiliates of the stores identified in
this Section 6.4.


 


6.5           “Good
Reason” shall mean a good faith determination by Executive, in Executive’s sole
and absolute judgment, that any one or more of the following events has
occurred, at any time during the term of this Agreement or after a Change of
Control; provided, however, that such event shall not constitute “Good Reason”
if Executive has expressly consented to such event in writing or if Executive
fails to provide written notice of his/her decision to terminate within sixty
(60) days of the occurrence of such event:


 


(i)            A material change in Executive’s
reporting responsibilities, titles or offices, or any removal of Executive from
or any failure to re-elect Executive to any of such positions, which has the
effect of materially diminishing Executive’s responsibility or authority;


 


(ii)           A requirement imposed by the
Corporation on Executive that results in Executive being based at a location
that is outside of a twenty-five (25) mile radius of Executive’s prior job
location;


 


(iii)          Any material breach by the Corporation
of this Agreement between Executive and the Corporation.


 


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ARTICLE 7

NONCOMPETITION AND NONSOLICITATION


 


7.1           During
Executive’s employment, Executive will not plan, organize or engage in any
business competitive with any product or service marketed or planned for
marketing by the Company or conspire with others to do so.


 


7.2           During
Executive’s employment and for a period of one year after termination of
Executive’s employment with the Corporation for any reason, whether voluntary
or involuntary, Executive will not, without the written permission of the
Corporation, (i) directly or indirectly engage in activities with a
Competitor or (ii) own (whether as a shareholder, partner or otherwise,
other than as a 5% or less shareholder of a publicly held company) any interest
in a Competitor, or (iii) be connected as an officer, director, advisor,
consultant or employee of or participate in the management of any Competitor.


 


7.3           During
Executive’s employment and for a period of one year after termination of
Executive’s employment with the Corporation for any reason, whether voluntary
or involuntary, Executive will not solicit, entice, or induce (or attempt to do
so, directly or indirectly), any employee of the Company to be employed by any
other party.  This Section 7.3 shall
apply to then-current employees and any individual who was employed by the Company
at any time in the one-year period immediately prior to Executive’s termination
date.


 


7.4           During
Executive’s employment and for a period of one year after termination of
Executive’s employment with the Corporation for any reason, whether voluntary
or involuntary, Executive will not engage (or attempt to do so, directly or
indirectly) any vendor or supplier of the Company on behalf of a
Competitor.  In addition, Executive also
agrees during her employment and for one (1) year thereafter that she
shall not engage directly or indirectly in any activity intended to interfere,
adversely impact or disrupt the Company’s relationships with its vendors or
suppliers.  This Section 7.4 shall
apply to then-current vendors and suppliers and any vendor or supplier who was
a vendor or supplier of the Company at any time in the one-year period
immediately prior to Executive’s termination date.


 


7.5           During
Executive’s employment and at all times thereafter, Executive will not make any
statements, written or oral, which are disparaging of the Company or any of its
officers, directors, employees, or agents.


 


ARTICLE 8

CONFIDENTIAL INFORMATION AND TRADE DOCUMENTS


 


8.1           Unless
authorized in writing by the Corporation, Executive will not directly or
indirectly divulge, either during or after the term of her employment, or until
such information becomes generally known, to any person not authorized by the
Corporation to receive or use it any Confidential Information for any purpose
whatsoever.


 


8.2           All
documents or other tangible property relating in any way to the business of the
Company which are conceived by Executive or come into her possession during her
employment shall be and remain the exclusive property of the Corporation and
Executive agrees to return all such documents and tangible property to the
Corporation upon termination of her employment or at such earlier time as the
Corporation may request of Executive.


 


ARTICLE 9

JUDICIAL CONSTRUCTION


 


9.1           Executive
believes and acknowledges that the provisions contained in this Agreement,
including the covenants contained in Articles 7 and 8 of this Agreement,
are fair and reasonable.  Nonetheless, it
is agreed that if a court finds any of these provisions to be invalid in whole
or in part under the laws of any state, such finding shall not invalidate the
covenants, nor the Agreement in its entirety, but rather the covenants shall be
construed and/or bluelined, reformed or rewritten by the court as if the most
restrictive covenants permissible under applicable law were contained herein.


 


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ARTICLE 10

RIGHT TO INJUNCTIVE RELIEF


 


10.1         Executive
acknowledges that a breach by Executive of any of the terms of Articles 7
and 8 of this Agreement will render irreparable harm to the Corporation.  Accordingly, the Corporation shall therefore
be entitled to any and all equitable relief, including, but not limited to,
injunctive relief, and to any other remedy that may be available under any
applicable law or agreement between the parties, and to recover from Executive
all costs of litigation including, but not limited to, reasonable attorneys’
fees and court costs.


 


ARTICLE 11

CHANGE OF CONTROL


 


11.1         If on
or before February 29, 2009 and within twelve (12) months following a
Change in Control Executive’s employment is terminated by the Corporation or
its successor without Cause or Executive resigns with Good Reason, all
restricted stock held by Executive shall vest immediately for the benefit of
Executive, and the Board of Directors will use its reasonable efforts to
register such shares under the Securities Act of 1933, as amended, if
necessary.


 


11.2         If
on or before February 29, 2009 and within twelve (12) months following a
Change in Control Executive’s employment is terminated by the Corporation or
its successor without Cause or Executive resigns with Good Reason, in addition
to any severance pay and benefits under Section 12.1 of this Agreement,
Executive shall be entitled to receive from the Corporation or its successor a
lump sum payment equivalent to one (1) year of her then-current base
salary.  This payment shall be made by
the Corporation within ten (10) business days following Executive’s
termination date, subject to the application of Code Section 409A as set
forth in Section 12.1 of this Employment Agreement.


 


11.3         In
the event any Change of Control Benefit, as defined below, payable to Executive
would constitute an “excess parachute payment” as defined in Code Section 280G,
Executive shall receive a “tax gross-up” payment sufficient to pay the initial
excise tax applicable to such excess parachute payment (but excluding the
income and excise taxes, if any, applicable to the tax gross-up payment).  Such additional cash payment shall be made
within sixty (60) days following the effective date of the Change of
Control.  For purposes of this Section 11.3,
a “Change of Control Benefit” shall mean any payment, benefit or transfer of
property in the nature of compensation paid to or for the benefit of Executive
under any arrangement which is considered contingent on a Change of Control for
purposes of Code Section 280G, including, without limitation, any and all
of the Corporation’s salary, bonus, incentive, restricted stock, stock option,
equity-based compensation or benefit plans, programs or other arrangements, and
shall include benefits payable under this Agreement.


 


ARTICLE 12

TERMINATION


 


12.1         Notwithstanding
anything herein to the contrary, Executive is an at-will employee and the
Corporation may terminate the employment of 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 Executive by delivering notice in accordance with the
preceding sentence, Executive shall receive severance payments as follows:  (A) if Executive’s employment is
terminated without Cause on or before February 28, 2009, Executive shall
receive a severance payment in the amount of $375,000;  (B) if Executive’s employment is
terminated without Cause after February 28, 2009 but on or before February 28,
2010, Executive shall receive a severance payment in the amount of
$250,000.  If, however, Executive shall
secure other employment, self employment or a consulting position, the
preceding severance amount payable to or on behalf of Executive by the Corporation
shall be offset and reduced by such other cash compensation Executive earns
through such other employment or consulting arrangements during the severance
period hereunder.  Severance pay due to
Executive hereunder will be made over time in accordance with the Corporation’s
regular payroll schedule.  Executive
shall be entitled to the severance pay and benefits set forth in this Section 12.1
only if she first executes, returns and does not rescind a release of claims
agreement as prepared by the Corporation and in favor of the Company.  Executive agrees to immediately notify the
Corporation 


 


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of the amount of compensation earned by her through other employment,
self-employment or consulting during the severance period hereunder.


 


Except as provided in this Section 12.1, all compensation and
benefits, including the vesting of outstanding restricted stock or stock option
awards, provided to Executive under this Agreement shall immediately cease upon
her termination (including, but not limited to, bonus eligibility), subject to
applicable employment laws and regulations.


 


Notwithstanding the foregoing, if the severance payments described in
this Section 12.1 or the change of control payments described in Section 11.2
are subject to the requirements of Code Section 409A and the Corporation
determines that Executive is a “specified employee” as defined in Code Section 409A
as of the date of the termination, such payments shall not be paid or commence
earlier than the date that is six months after the termination, but shall be
paid or commence during the calendar year following the year in which the
termination occurs and within 30 days of the earliest possible date permitted
under Code Section 409A.


 


12.2         In
consideration of Executive’s release of claims as described in Section 12.1
of this Agreement, by signing this Agreement, the Corporation agrees to release
and not to sue, and forever discharges Executive of and from any and all manner
of claims, demands, actions, causes of action, administrative claims,
liability, damages, claims for punitive or liquidated damages, claims for
attorney’s fees, costs and disbursements, individual or class action claims, or
demands of any kind whatsoever it has or might have against Executive in law or
equity, contract or tort, arising within the scope of Executive’s employment at
the Corporation from the beginning of her employment with the Corporation
through Executive’s termination date from the Corporation.  The Corporation’s release of claims in this Section 12.2
shall not apply to claims arising out of Executive’s intentional misconduct or
gross negligence.


 


12.3         The
Corporation may terminate Executive’s employment at any time for Cause and at
such time all compensation and benefits provided to Executive under this
Agreement shall immediately cease, subject to applicable employment laws and
regulations.


 


12.4         This
Agreement will terminate upon Executive’s death or upon Executive’s disability
that prevents her from performing her essential job functions under this
Agreement, with or without reasonable accommodation, for a continuous period of
six (6) months or for periods aggregating six (6) months in any
eighteen (18) month period.


 


ARTICLE 13

INDEMNIFICATION AND COOPERATION


 


13.1         The
Corporation shall indemnify Executive to the full extent permitted by law for
damages, costs and expenses (including, without limitation, judgments, fines,
penalties, settlements and reasonable fees and expenses of Executive’s counsel)
incurred in connection with all matters, events and transactions related to or
arising within the scope of Executive’s employment under this Agreement, unless
such damages, expenses and reasonable fees and expenses resulted from Executive’s
intentional misconduct or gross negligence.


 


13.2         During
her employment hereunder and at all times following the termination of her
employment, Executive agrees to respond to and cooperate fully with all
reasonable requests made by the Corporation for consultation or assistance regarding
litigated matters with respect to  which
Executive has knowledge or information arising from her employment with the
Corporation.


 


ARTICLE 14

ASSIGNMENT


 


14.1         Executive
consents to and the Corporation shall have the right to assign this Agreement to
its successors or assigns.  Additionally,
Executive consents to and the Corporation shall have the right to assign this
Agreement to any subsidiary, and all covenants or agreements hereunder shall
inure to the benefit of and be enforceable by or against its successors or
assigns.


 


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14.2         The
terms “successors” and “assigns” shall include any corporation which buys all
or substantially all of the Corporation’s assets, or a controlling portion of
its stock, or with which it merges or consolidates.


 


ARTICLE 15

FAILURE TO DEMAND PERFORMANCE AND WAIVER


 


15.1         The
Corporation’s failure to demand strict performance and compliance with any part
of this Agreement during Executive’s employment shall not be deemed to be a
waiver of the Corporation’s rights under this Agreement or by operation of
law.  Any waiver by either party of a
breach of any provision of this Agreement shall not operate as or be construed
as a waiver of any subsequent breach thereof.


 


ARTICLE 16

ENTIRE AGREEMENT


 


16.1         The
Corporation and Executive acknowledge that this Agreement contains the full and
complete agreement by and between the parties, that there are no oral or
implied agreements or other modifications not specifically set forth herein, and
that this Agreement supersedes any prior agreements or understandings, if any,
between the Corporation and Executive, whether written or oral (including, but
not limited to, the parties’ Executive Employment Agreement dated August 6,
2006).  The parties further agree that no
modifications of this Agreement may be made except by means of a written
agreement or memorandum signed by both parties. 
Notwithstanding anything in this Agreement to the contrary, the Corporation
expressly reserves the right to amend this Agreement without Executive’s
consent to the extent necessary or desirable to comply with Code Section 409A,
and the regulations, notices and other guidance of general applicability issued
thereunder.


 


ARTICLE 17

GOVERNING LAW


 


17.1         The
parties acknowledge that the Corporation’s principal place of business is
located in the State of Minnesota.  The
parties hereby agree that this Agreement shall be construed in accordance with
the internal laws of the State of Minnesota without regard to the conflict of
laws thereof.


 


ARTICLE 18

SURVIVAL


 


18.1         The
parties agree that Articles 7 and 8 of this Agreement, and those
provisions necessary for the enforcement of Articles 7 and 8 of this
Agreement, shall survive termination of this Agreement and termination of Executive’s
employment for any reason.


 


ARTICLE 19

UNDERSTANDINGS


 


19.1         Executive
hereby acknowledges that (a) the Corporation informed her, as part of the
offer of employment under this Employment Agreement and prior to her accepting
employment with the Corporation under the terms and conditions set forth in
this Agreement, that the restrictive covenants contained in Articles 7 and
8 of this Agreement would be required as part of the terms and conditions of
her employment with the Corporation under this Agreement; (b) this
Agreement constitutes good and valuable consideration in exchange for the
restrictive covenants contained in Articles 7 and 8 of this Agreement, (c) she
has carefully considered the restrictions contained in this Agreement and
determined that they are reasonable; and (d) the restrictions in this
Agreement will not unduly restrict Executive in securing other employment or
earning a livelihood in the event of her termination from the Corporation.


 


19.2         By
signing below, Executive authorizes the Corporation to notify third parties
(including, but not limited, Executive’s actual or potential future employers)
of Articles 7 and 8 of this Agreement, and those provisions necessary for
the enforcement of Articles 7 and 8 of this Agreement, and Executive’s
responsibilities thereunder.


 


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19.3         Executive
represents and warrants to the Corporation that she is not under, or bound to
be under in the future, any obligation to any person, firm, or corporation that
is or would be inconsistent or in conflict with this Agreement or would
prevent, limit, or impair in any way the performance by her of her obligations
hereunder.


 


19.4         If
Executive possesses any information that she knows or should know is considered
by any third party, such as a former employer of Executive’s, to be
confidential, trade secret, or otherwise proprietary, Executive shall not
disclose such information to the Corporation or use such information to benefit
the Corporation in any way.


 


IN WITNESS WHEREOF, the Corporation has hereunto signed its name and
Executive hereunder has signed her name, all as of the day and year first above
written.


 


	
   

  	
  CHRISTOPHER & BANKS
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
  Date: July 31,
  2008

  	
  By:

  	
   

  	
  /s/Lorna Nagler

  
	
   

  	
   

  	
  Its:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/Ellen Sanko

  
	
   

  	
  Witness

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  	
   

  
	
  Date: July 28,
  2008

  	
  /s/Monica Dahl

  
	
   

  	
  Monica Dahl

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/Sandra Miller

  
	
   

  	
  Witness

  
						



 


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