Exhibit 10.1


 


December 2, 2008


 


Personal and Confidential


 


Mr. Andrew Moller


9942 Dell Road


Eden Prairie, Minnesota 55347


 


RE:                              Resignation, Separation Agreement and Release


 


Dear Mr. Moller:


 


The purpose of this Separation Agreement and
Release Letter (the “Agreement”) is to set forth the specific separation pay
and benefits that Christopher & Banks Corporation (“Christopher &
Banks”) will provide you in exchange for your agreement to the terms and
conditions of this Agreement.


 


By your signature below, you agree to the
following terms and conditions:


 


1.                                       End of Employment.


 


a.                                       By your signature below effective as of December 2,
2008 you resign as both an employee of Christopher & Banks and as an
officer and/or director of Christopher & Banks and all of its related
entities (the “Separation Date”).


 


b.                                      As you have been on an unpaid leave recently,
you have already received all wages owed to you by virtue of your employment
through the Separation Date.


 


c.                                       Upon receipt of payment from Christopher and
Banks for twelve (12) hours of earned and accrued Paid-Time-Off (“PTO”), you will
have received all benefits owed to you by virtue of your employment with
Christopher & Banks or the termination of your employment with respect
to PTO benefits.


 


d.                                      The COBRA period for continuation of your
insurance coverage under Christopher & Banks’ group plans will begin
on December 1, 2008.  Information regarding your right to elect
COBRA coverage will be sent to you via separate letter.


 

















 


e.                                       During your employment, Christopher &
Banks granted you various stock options and restricted stock.  You may, as per the terms of the Christopher &
Banks Corporation 1997 Stock Incentive Plan and the Christopher &
Banks Corporation 2005 Stock Incentive Plan, exercise any and all stock options
granted to you and which are vested on or prior to your Separation Date.  These stock options may be exercised as per
the applicable Plan’s provisions which, in the case of the 1997 Plan, your
ability to exercise expires on your Separation Date and, in the case of the
2005 Plan, expires ninety (90) days following your Separation Date.  Pursuant to the terms of the applicable plan
documents, all unvested stock options and all restricted stock granted by
Christopher & Banks that have not vested as of the Separation Date are
forfeited effective upon your Separation Date; provided, however, Christopher &
Banks’ Board of Directors waives the remaining vesting period for the 2,800
shares of Restricted Stock awarded to you on February 7, 2006, such that
such shares shall vest upon your execution of this Agreement.  You may obtain further information regarding
any grants of stock options or restricted stock that were made to you by
contacting Mike Lyftogt at 763-551-5118.  Please also note you remain subject to the
terms of the Company’s Insider Trading Policy and applicable securities laws,
which imposes limits on when employees or recently separated employees are
permitted to trade.


 


This Section 1.e. of the Agreement will be construed in accordance
with the terms of the applicable plan documents; to the extent that such
documents conflict with any terms in this Section, the plan documents are
controlling, except with respect to the accelerated vesting of the 2,800 shares
described above.


 


f.                                         You are not eligible for any other payments
or benefits by virtue of your employment with Christopher & Banks or
termination thereof except for those expressly described in this
Agreement.  You will not receive the pay
and benefits described in Section 2 and subsequent Sections of this
Agreement if you (i) do not sign and return this Agreement, (ii) rescind
this Agreement after signing it during the applicable rescission period, or (iii) violate
any of the terms and conditions set forth in this Agreement.


 


2.                                       Separation Pay and Benefits. 
Specifically in consideration of your signing this Agreement and subject
to the limitations, obligations and other provisions contained in this
Agreement, Christopher & Banks agrees as follows:


 


a.                                       To pay you in the aggregate $275,000, less
applicable deductions and withholding. 
You will receive a lump sum payment in the amount of $165,000 (less
applicable deductions and withholding) on the first regular payroll date that
occurs after the six-month anniversary of the Separation Date, and the balance
will be payable at the Company’s normal payroll periods following thereafter at
the weekly rate of $6,346.15 until you have been paid the gross amount of
$275,000, inclusive of taxes and other withholding obligations or deductions.  Such payments shall not commence until the
rescission period described in Section 5 has expired and so long as you
have not exercised such right of rescission and shall terminate upon the
payment of such gross amount in the aggregate. 
Notwithstanding the above, if you secure other employment,
self-employment or a consulting position during the severance payment period,
the severance payable to or on behalf of you by Christopher & Banks
shall be offset and reduced by such other cash compensation you earn through
such other employment or consulting arrangements during the severance period
hereunder.  You further agree to promptly
notify Christopher & Banks if you secure other employment,
self-employment or a consulting position during the severance period.  Severance pay to you hereunder will be made
over time in accordance with Christopher & Bank’s regular payroll
schedule.  The amounts payable pursuant
to this Section 2 shall be subject to your compliance with all of the
terms and conditions of this Agreement.


 


b.                                      Provided you timely elect COBRA, to continue
to pay or reimburse from December 1, 2008 through November 30, 2009 the
employer portion of the premiums for health, dental, life and vision insurance
coverage under Christopher & Banks’ group health, dental, life and
vision insurance plans.  You


 


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will
continue to be responsible to pay your portion of the premiums, if any, for
such insurance coverage during this period. 
It is understood and agreed that you will pay the entire cost of all
such coverages that you elect for the months of December 2008 through June 2009.  As of July 1, 2009, Christopher &
Banks will reimburse you in an amount equal to the employer portion of the
premiums for the coverages that you have elected for those months of December 2008
through June 2009.  Christopher &
Banks will thereafter pay the employer portion of such premiums through November 30,
2009.  Christopher & Banks will
discontinue payments under this Section 2.b. before November 30, 2009
(and will be relieved of its obligation to reimburse you for such payments)  if, and as of such time as, you (i) are
covered or eligible to be covered under a comparable insurance policy of a new
employer, or (ii) cease to participate, for whatever reason, in
Christopher & Banks’ group insurance plans.  By your signature below, you acknowledge and
agree that Christopher & Banks may modify or terminate its group
insurance plans at any time and that you shall have the same right to
participate in Christopher & Banks’ group insurance plans only as is
provided on an equivalent basis to the Company’s employees.  You further agree to promptly provide
Christopher & Banks notice if you become covered or eligible to be
covered under the health and/or dental insurance policy of a new employer.


 


c.                                       To provide you up to six (6) consecutive
months of career transition and outplacement services through Drake Beam Morin, Inc.  You may begin the use of such services at any
time after you have returned a fully executed Agreement to Christopher &
Banks and have not rescinded such Agreement and so long as you commence use of
such services on or before June 1, 2010.


 


3.                                       Release of Claims. 
Specifically in consideration of the separation pay and benefits
described in Section 2, and to which you would not otherwise be entitled,
by signing this Agreement you, for yourself and anyone who has or obtains legal
rights or claims through you, agree to the following:


 


a.                                       You hereby do release and forever discharge
Christopher & Banks as defined below in Section 3.e. 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, you have or might have
against them or any of them, whether known or unknown, in law or equity,
contract or tort, arising out of or in connection with your employment with
Christopher & Banks, or the termination of that employment, or
otherwise, and however originating or existing, from the beginning of time
through the date of your signing this Agreement.


 


b.                                      This release includes, without limiting the
generality of the foregoing, any claims you may have for wages, bonuses,
commissions, penalties, deferred compensation, vacation pay, separation
benefits, defamation, invasion of privacy, negligence, emotional distress,
breach of contract, estoppel, improper discharge (based on contract, common law,
or statute, including any federal, state or local statute or ordinance
prohibiting discrimination, harassment or retaliation in employment), violation
of the United States Constitution, the Minnesota Constitution, the Age
Discrimination in Employment Act, 29 U.S.C. § 621 et  seq., the
Minnesota Human Rights Act, Minn. Stat. § 363A.01 et  seq., Title
VII of the Civil Rights Act, 42 U.S.C. § 2000e et  seq., the
Americans with Disabilities Act, 42 U.S.C. § 12101 et  seq., the
Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et  seq.,
the Family and Medical Leave Act, 29 U.S.C. § 2601 et  seq., the
National Labor Relations Act, 29 U.S.C. § 151 et  seq., the Worker
Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq., the Sarbanes-Oxley Act, 15 U.S.C. §
7201 et  seq., any claim arising under Minn. Stat. Chapters 177
and 181, Minn. Stat. § 176.82, any claim based on a “whistleblower” theory, and
any claim for retaliation, harassment or discrimination based on sex, race,
color, creed, religion, age, national origin, marital status, sexual
orientation, disability, status with regard to public assistance, military
status, or any other protected class, or sexual or other harassment.  You hereby waive any and all relief not
provided for in this Agreement.  You
understand and agree that, by signing this Agreement, you waive and release any
past, present, or future claim to employment with Christopher & Banks.


 


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Without limiting the generality of the foregoing, this release also
includes, but is not limited to, any claims you currently have, or may have based
on events occurring before the date of this release, with respect to (i) the
exercise of stock options in the Company and any subsequent sales of such
stock; or (ii) the inability to exercise, or the prohibition on the
exercise of, options to purchase Company stock, and the subsequent
inability to sell, or prohibition on the sale of, the related stock; or (iii) the
inability to purchase or sell, or the prohibition on the sale of or
purchase and sale of, Company stock; provided, however, that nothing in this
release prevents the future exercise of vested options to purchase Company
stock and to sell said stock in a manner consistent with the terms of the
Company stock option plans, the options themselves, and governing legal
standards.


 


c.                                       If you file, or have filed on your behalf, a
charge, complaint, or action, you agree that the payments described above in Section 2
are in complete satisfaction of any and all claims in connection with such
charge, complaint, or action and you waive, and agree not to take, any award of
money or other damages from such charge, complaint, or action.


 


d.                                      You are not, by signing this Agreement,
releasing or waiving (i) any vested interest you may have in any 401(k) plan
by virtue of your employment with Christopher & Banks, (ii) any
rights or claims that may arise after the Agreement is signed by all parties, (iii) the
post-employment payments specifically promised to you under this Agreement
(subject to the terms of this Agreement), (iv) the right to institute
legal action for the purpose of enforcing the provisions of this Agreement, (v) your
rights, if any, to indemnification and/or insurance for your acts or omissions
that occurred within the scope of your employment under the terms of the Indemnification
Agreement with the Company dated October 27, 2008 or otherwise, (vi) any
rights you may have under state unemployment compensation benefits law, (vii) any
rights you may have under workers compensation benefits laws, or (viii) the
right to file a charge of discrimination with a governmental agency, although,
as noted above, you agree that you will not be able to recover any award of
money or damages if you file such a charge or have a charge filed on your
behalf.


 


e.                                       Christopher & Banks, as used in this
Section 3, shall mean Christopher & Banks Corporation and its
subsidiaries, divisions, affiliated or related entities, insurers, and its and
their present and former officers, directors, shareholders, trustees,
employees, agents, attorneys, representatives and consultants, and the
successors and assigns of each, whether in their individual or official
capacities, and the current and former trustees or administrators of any
pension or other benefit plan applicable to the employees or former employees
of Christopher & Banks, in their official and individual capacities.


 


4.                                       Notice of Right to Consult Attorney and
Twenty-One (21) Calendar Day Consideration Period.  By
signing this Agreement, you acknowledge and agree that Christopher &
Banks has informed you by this Agreement that (i) you have the right to
consult with an attorney of your choice prior to signing this Agreement, and (ii) you
are entitled to twenty-one (21) calendar days from the receipt of this
Agreement to consider whether the terms are acceptable to you.  Christopher & Banks encourages you
to use the full twenty-one (21) day period to consider this Agreement but you
have the right, if you choose, to sign this Agreement prior to the expiration
of the twenty-one (21) day period; provided, however you are not to sign the
agreement until on or after your Separation Date.  The twenty-one (21) day consideration period
commenced when the initial form of this Agreement was presented to you and is
not extended and does not start anew if you and Christopher & Banks
agree to any modifications or revisions to the form of Agreement.


 


5.                                       Notification of Rights under the Minnesota
Human Rights Act (Minn. Stat. Chapter 363A) and the Federal Age Discrimination
in Employment Act (29 U.S.C. § 621 et seq.).  You are hereby notified of
your right to rescind the release of claims contained in Section 3 within
fifteen (15) calendar days of your signing this Agreement.  In order to be effective, the rescission must
(i) be in writing; (ii) be delivered to Luke Komarek, SVP and General
Counsel, 2400 Xenium Lane North, Plymouth, MN 55441 by hand or mail


 


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within
the required period; and (iii) if delivered by mail, the rescission must
be postmarked within the required period, properly addressed to Luke Komarek,
SVP and General Counsel  as set
forth above, and sent by certified mail, return receipt requested.  This Agreement will be effective upon the
expiration of the fifteen (15) day period without rescission.  You understand that if you rescind any part
of this Agreement in accordance with this Section 5, you will not receive
the separation pay and benefits described in Section 2 and you will be
obligated to return any such payments and benefits if already received.


 


6.                                       Cooperation.


 


a.                                       Period of December 2, 2008
to September 30, 2009.  During the period commencing December 2,
2008 through September 30, 2009, and without any additional compensation,
you shall be available for up to twelve (12) hours per week and not exceeding one-hundred
twenty (120) hours in the aggregate during such period to:  (i) assist with transition or consulting services
as requested; (ii) to cooperate with Christopher & Banks,
including its attorneys or accountants, in connection with any potential or
actual litigation, on other disputes, internal investigations or government
investigations, which directly or indirectly involves Christopher &
Banks or its related entities; (iii) to appear as a witness voluntarily
upon Christopher & Banks’ request regardless of whether served with a
subpoena and be available to attend depositions, court proceedings,
consultations or meetings regarding investigations, litigation or potential
litigation as requested by Christopher & Banks.  Christopher & Banks also agrees to
reimburse you for the out-of-pocket expenditures actually and reasonably
incurred by you in connection with any out-of-town travel required in
connection with any services requested pursuant to this Section 6.a.,
including hotel accommodations, airfare, transportation and meals consistent
with Christopher & Banks’ generally applicable expense reimbursement
policies.


 


b.                                      Cooperation after September 30,
2009.  On and after September 30, 2009, you
agree to cooperate fully with Christopher & Banks, including its
attorneys or accountants, in connection with any potential or actual
litigation, other real or potential disputes, internal investigations or
government investigations, which directly or indirectly involves Christopher &
Banks or its related entities.  You agree
to appear as a witness voluntarily upon Christopher & Banks’ request
regardless of whether served with a subpoena and be available to attend
depositions, court proceedings, consultations or meetings regarding
investigations, litigation or potential litigation as requested by Christopher &
Banks.  Christopher & Banks
acknowledges these efforts, if necessary, will impose on your time and will
likely interfere with other commitments you may have in the future.  Consequently Christopher & Banks
shall attempt to schedule such depositions, court proceedings, consultations or
meetings in coordination with your schedule but you recognize that scheduling
of certain court proceedings, including depositions and trials, may be beyond
Christopher & Banks’ control. 
Likewise Christopher & Banks agrees to compensate you for your
time hereunder at the hourly rate of $160 for actual time traveling to and from
and attending such depositions, consultations or meetings, not to include
ancillary time spent in hotels or related locations during non-business hours
between proceedings.  Any such payments
shall be in addition to the payments to be made to you pursuant to Section 2.a.
of this Agreement.  Christopher &
Banks also agrees to reimburse you for the out-of-pocket expenditures actually
and reasonably incurred by you in connection with the performance of services
contemplated by this Section 6.b.,
including hotel accommodations, airfare, transportation and meals consistent
with Christopher & Banks’ generally applicable expense reimbursement
policies.  It is expressly understood by
the parties that any compensation paid by Christopher & Banks to you
under this Section 6.b.
shall be an exchange for your time and is not intended or understood to be
dependent upon the character or content of any information you disclose in good
faith in any such proceedings, meetings or consultations.


 


7.                                       Return of Property.  By
signing this Agreement, you acknowledge and agree that all documents and
materials relating to the business of, or the services provided by, Christopher &
Banks and its


 


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affiliated
companies are the sole property of Christopher & Banks.  By signing this Agreement you further agree
and represent that you have returned to Christopher & Banks all of its
and its affiliated companies property including, but not limited to, all
customer records and other documents and materials, whether on computer disc,
hard drive or other form, and all copies thereof, within your possession or
control, which in any manner relate to the business of, or the duties and
services you performed on behalf of Christopher & Banks or its related
companies.


 


8.                                       Executive Employment Agreement.  Your
Executive Employment Agreement (the “EE Agreement”) made effective May 24,
2007 is hereby terminated effective immediately; however, you acknowledge that
per the provisions of Section 19 of the EE Agreement, Articles 7, 8 and 9
of the EE Agreement and the other provisions of the EE Agreement necessary for
the enforcement of Articles 7, 8 and 9 of the EE Agreement shall survive
termination of the EE Agreement and your resignation of employment.


 


9.                                       Non-Disparagement.  You
promise and agree not to disparage Christopher & Banks (as defined in Section 3.e.
above) or their employees, officers, directors, agents or vendors.


 


10.                                 Remedies.  If you breach any term of this
Agreement or Articles 7, 8 or 9 of the EE Agreement, Christopher &
Banks shall be entitled to its available legal and equitable remedies including,
but not limited to, terminating and recovering any and all payments and
benefits made or to be made under Section 2 of this Agreement.  You agree that, if you breach or threaten to
breach any term of Section(s) 7, 8, and/or 9 of this Agreement or Articles
7, 8 or 9 of the EE Agreement, Christopher & Banks shall be entitled
as a matter of right to injunctive relief in addition to any other remedies
available at law or equity under this Agreement.  You further agree that Christopher &
Banks shall be entitled to its reasonable attorneys’ fees, costs and expenses
if it prevails in any such litigation or proceeding.  If Christopher & Banks obtains
relief for a material breach of Section(s) 7, 8, and/or 9 of this
Agreement or Articles 7, 8 or 9 of the EE Agreement, Christopher &
Banks, among other available recourse, shall be entitled to suspend any
payments otherwise due to Employee under this Agreement.


 


11.                                 Non-Admission.  It
is expressly understood that this Agreement does not constitute, nor shall it
be construed as, an admission by Christopher & Banks or you of any
liability or unlawful conduct whatsoever. 
Christopher & Banks and you specifically deny any liability or
unlawful conduct.


 


12.                                 Successors and Assigns.  This
Agreement is personal to you and may not be assigned by you without the written
agreement of Christopher & Banks. 
The rights and obligations of this Agreement shall inure to the
successors and assigns of Christopher & Banks.


 


13.                                 Enforceability.  If a
court finds any term of this Agreement to be invalid, unenforceable, or void,
the parties agree that the court shall modify such term to make it enforceable
to the maximum extent possible.  If the
term cannot be modified, the parties agree that the term shall be severed and
all other terms of this Agreement shall remain in effect.


 


14.                                 Governing Law and Forum Selection.  The
laws of the State of Minnesota (without regard to conflicts of laws of any
jurisdiction) will govern the validity, construction, performance and remedies
of this Agreement, including, without limitation, the creation and termination
of the legal relationship between the parties. 
Any legal proceeding related to this Agreement will be brought in Hennepin
County District Court, State of Minnesota, and both Christopher &
Banks and you consent to and submit to the exclusive jurisdiction of that court
for this purpose, and waive any argument that venue in such court is not
convenient.


 


15.                                 Attorneys’ Fees. 
Should any litigation be commenced to enforce the provisions of this
Agreement, the successful party (as it relates solely to the issue of
enforcement) in such litigation shall be


 


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entitled
to recover, in addition to such other relief as the court may award, its
reasonable attorneys’ fees incurred in such litigation or proceeding.


 


16.                                 Full Agreement.  This
Agreement, which includes the Acknowledgment and Signature section attached, contains
the full agreement between you and Christopher & Banks and may not be
modified, altered, or changed in any way except by written agreement signed by
both Christopher & Banks and you. 
The parties agree that this Agreement supersedes and terminates any and
all other written and oral agreements and understandings between the parties,
except for any applicable stock option agreements and related plan documents or
benefit plan documents, which shall remain in full force and effect.


 


The offer contained in this Agreement will expire at 5:00 p.m. on December 17,
2008.  After you have reviewed this
Agreement and obtained whatever advice and counsel you consider appropriate
regarding it, please evidence your agreement to the provisions set forth in
this Agreement by dating and signing below. 
Please then return a signed original of this Agreement to Luke  Komarek, SVP and General Counsel no
later than 5:00 p.m. on December 17, 2008.  You should keep a copy of the fully executed
Agreement for your records.


 


Sincerely,


 


 


	
  CHRISTOPHER &
  BANKS COMPANY

  
	
   

  
	
  By:

  	
  /s/
  Lorna E. Nagler

  	
   

  
	
   

  	
  Lorna
  E. Nagler

  
	
   

  	
  Its:
  President and Chief Executive Officer

  



 


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ACKNOWLEDGMENT AND
SIGNATURE


 


By signing below, I, Andrew Moller,
acknowledge and agree to the following:


 


·                  I have had adequate time to consider whether
to sign this Separation Agreement and Release Letter.


 


·                  I have read this Separation Agreement and
Release Letter carefully.


 


·                  I understand and agree to all of the terms of
the Separation Agreement and Release Letter.


 


·                  I am knowingly and voluntarily releasing my
claims against Christopher & Banks (as defined in Section 3.e.
above) and the other entities and individuals identified herein to the extent
expressly set forth in this Separation Agreement and Release Letter.


 


·                  I have not, in signing this Agreement, relied
upon any statements or explanations made by Christopher & Banks except
as for those specifically set forth in this Separation Agreement and Release
Letter.


 


·                  I intend this Separation Agreement and
Release Letter to be legally binding.


 


·                  I represent and warrant that I have agreed to
the terms of this Separation Agreement and Release Letter in entire
reliance upon my own judgment and the advice and opinions of my
own attorneys and advisors, and have not in any part relied upon the
opinions of, or facts represented by Christopher & Banks or
its employees or attorneys.


 


·                  I understand that this Separation Agreement
and Release Letter specifically waives claims arising under the Age Discrimination
in Employment Act of 1967 (29 U.S.C. § 621 et seq.), and in connection with
this waiver I acknowledge and agree to the following:


 


(1)          I am not waiving any rights or claims under the Age Discrimination in
Employment Act of 1967, as amended, that may arise after this Separation
Agreement and Release Letter is executed by me, or any rights or claims to test
the knowing and voluntary nature of this Agreement under the Older Workers’
Benefit Protection Act, as amended;


 


(2)          In exchange for my waiver of rights or claims under the Age
Discrimination in Employment Act, I am receiving consideration that is in
addition to anything of value to which I am already entitled;


 


(3)          I have had ample opportunity to consult with an attorney prior to my
execution of this Separation Agreement and Release Letter and was encouraged
and advised to do so by Christopher & Banks;


 


(4)          I further understand that I may consider the decision of whether to
sign the Separation Agreement and Release Letter for twenty-one (21) days.  I acknowledge that, as discussed in the
Separation Agreement, any changes to the terms or conditions of this Agreement
(whether material or immaterial) will not restart the running of the twenty-one
(21) day period;


 


(5)          If I sign this Separation Agreement and Release Letter prior to the end
of the twenty-one (21) day time period, I certify that, in accordance with 29
CFR § 1625.22(e)(6), I knowingly and voluntarily decided to sign the Separation
Agreement and Release Letter after considering it less than twenty-one (21)
days and that my decision to do so was not induced by Christopher &
Banks through fraud, misrepresentation or a threat to withdraw or alter the
offer prior to the expiration of the twenty-one (21) day time period;


 


(6)          I further understand that I may rescind this Separation Agreement and
Release Letter at any time within fifteen (15) days after I sign it;


 


(7)          I further understand and agree that if I wish to rescind this
Separation Agreement and Release Letter after signing it, I or my authorized
legal representative will do so in accordance with the time limitations and
procedures contained in Section 5 above;


 


(8)          I have carefully read and fully understand all of the provisions and
effects of this Separation Agreement and Release Letter and I knowingly and
voluntarily enter into, and choose to be legally bound by, all of the terms set
forth in this Separation Agreement and Release Letter.


 


·                  I am signing this Separation Agreement and
Release Letter on or after my last day of employment with Christopher &
Banks, i.e., on or after December 2, 2008.


 


Accepted this  2nd day of December, 2008.


 


	
  /s/ Andrew Moller

  	
   

  
	
  Andrew
  Moller

  



 


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