Exhibit
10.1


 





 


2400 Xenium Lane North,
Plymouth, MN 55441 · (753)551-5000 · fax
(763)551-5002 · www.christopherandbanks.com


 


May 29th,
2009


 


Rodney
Carter


6504
Brantford Court


Plano,
TX  75093


 


Dear
Rodney,


 


We
are very excited and pleased to offer you a position with Christopher &
Banks Corporation as Executive Vice President, Chief Financial Officer. In your
role as EVP, CFO will have responsibility over the Finance, IT, Real Estate &
Construction, and the Supply Chain & Logistics Department. Your experience,
background and knowledge of the business give us great confidence that you will
make a valuable contribution to the growth of our organization.


 


The
details of our offer are outlined below.


 


	
  Starting
  Date:

  	
   

  	
  We
  anticipate that you will assume your new responsibilities on or before
  June 22nd, 2009.

  
	
   

  	
   

  	
   

  
	
  Reporting:

  	
   

  	
  The
  position of Executive Vice President, Chief Financial Officer will report to
  Christopher & Banks President & CEO, Lorna Nagler.

  
	
   

  	
   

  	
   

  
	
  Base
  Salary:

  	
   

  	
  $18,269.23
  paid on a bi-weekly basis in accordance with Company Policy (26 pay periods
  annually for an annual salary of $475,000.00). You will be eligible for a
  performance review and potential merit increase in Base Salary at the
  discretion of the Board or its Compensation Committee and the President/CEO
  in accordance with our annual performance appraisal process.

  
	
   

  	
   

  	
   

  
	
  Incentive
  Compensation:

  	
   

  	
  Annual
  Cash Bonus for Corporate Executives at the Executive Vice President level
  consists of an incentive tied to a predetermined performance metric which
  currently includes the Company’s Pre-Incentive Operating Income over a target
  and the Company’s Pre-Incentive Operating Cash Flow over a target. The
  maximum payout for your position is 100% of your base salary. You are being
  offered a guaranteed incentive payout for the current fiscal year ending
  February 27th, 2010 in the amount of $100,000.00 (Gross Amount). This
  guaranteed amount is not applicable in the event that the gross amount of
  your incentive achieved under the terms of the formal incentive Plan exceeds
  $100,000.00. The payment under the incentive Plan is contingent upon certain
  guidelines, including that you must be

  



 

















 


	
   

  	
   

  	
  employed
  as of the date of payment. Other guidelines will be presented in the Plan
  document that you will receive upon acceptance of the offer. The pay out of
  this incentive is annually after the end of the fiscal year generally on or
  before May 15th.

  
	
   

  	
   

  	
   

  
	
  Equity
  Compensation:

  	
   

  	
  Non
  Qualified Stock Options:

  
	
   

  	
   

  	
  ·                  40,000 shares will be
  granted to you and will vest in equal installments over five years starting
  one year from your date of hire

  
	
   

  	
   

  	
  ·                  30,000 shares will be
  granted to you and will vest in equal installments over three years starting
  one year from your date of hire

  
	
   

  	
   

  	
  ·                  Your strike price on the
  Stock Options will be the stock price at the close of the business day on
  your first day of employment with Christopher & Banks Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Restricted
  Stock (Time-Based):

  
	
   

  	
   

  	
  ·                  You will be granted 45,000
  shares of Restricted Stock which will vest in equal installments over three
  years from your start date of employment

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Restricted
  Stock (Performance-Based):

  
	
   

  	
   

  	
  ·                  You will also be granted
  an award of up to 30,000 shares (the “Maximum”) of Performance-Based
  Restricted Stock

  
	
   

  	
   

  	
  ·                  The performance criterion
  upon which the award is based is on the Company’s Operating Cash Flow for
  fiscal 2010; The Target represents the Operating Cash Flow target in the
  budget approved by the Company’s Board of Directors in February, 2009

  
	
   

  	
   

  	
  ·                  To receive an award of
  stock under this Agreement, the Company’s actual Operating Cash Flow (before
  bonuses) must reach or exceed the Target; The Maximum number of shares
  represents the number of shares to which you are entitled if actual results
  equal or exceed 150% of Target

  
	
   

  	
   

  	
  ·                  The number of shares that
  you will be awarded, if any, will be based upon a determination of our
  Operating Cash Flow following the audit of fiscal 2010 results; if we do not
  achieve Target, then no shares will be awarded and the Performance-Based
  Restricted Stock is forfeited.; if we meet or exceed Target, you will be
  notified as to the actual number of shares awarded

  
	
   

  	
   

  	
  ·                  Approximately one-third of
  any shares awarded will vest upon the determination that Target is met or
  exceeded and approximately on-third each on the second and third anniversary
  of the date of grant

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All
  grants are subject to the terms of the Company’s 2005 Stock Incentive Plan
  (the “Plan”).

  



 


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  The
  tax treatment of the restricted stock to be awarded is dependent upon whether
  you make a timely election under section 83(b) of the Internal Revenue
  Code. The next period of grants of stock awards for which you may be eligible
  is anticipated to be April 2010.

  
	
   

  	
   

  	
   

  
	
  Benefits:

  	
   

  	
  You
  will be entitled to 23 days of Paid Time Off (PTO) each calendar year,
  prorated for your first year dependent on your start date as well as one
  floating holiday and customary Holidays observed by Christopher &
  Banks.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  You
  will be eligible to participate in Christopher & Banks Corporation’s
  Benefit Programs. Please refer to the enclosed Benefit Summary. For further
  details, please contact Kipp Sassaman, Vice President of Human Resources, at
  763-551-2814.

  
	
   

  	
   

  	
   

  
	
  Relocation
  Assistance:

  	
   

  	
  Christopher &
  Banks will provide you with relocation assistance to the Minneapolis area in
  accordance with and subject to the terms and conditions described in the
  attached Relocation Benefits & Process Package which details the
  relocation benefits and process provided by the Company for you. These
  benefits and the process are designed to provide reasonable, consistent, and
  cost-effective financial assistance and services for Christopher &
  Banks Associates who relocate at the request of the Company. Please see
  Exhibit 1 for a more detailed review and explanation of the relocation
  benefits and assistance available to you. This program is administered by
  Relocation Today based in Minnetonka, MN. Carol Helliwell from Relocation
  Today will contact you directly once we have received your signed offer
  letter to explain our relocation policy and assist you with your transfer.

  
	
   

  	
   

  	
   

  
	
  Other
  Provisions:

  	
   

  	
  As
  a condition of your ongoing employment with Christopher & Banks
  Corporation you will be required to sign and comply with various Company
  policy statements. Further, you should be aware that this does not constitute
  an Employment Agreement and your employment with Christopher & Banks
  Corporation is as an “at will” employee.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  We
  also ask that, if you have not already done so, you disclose to the Company
  any and all agreements relating to your current and prior employment that may
  affect your eligibility to be employed by our Company or limit the manner in
  which you may be employed. The Company understands that any such agreements
  will not prevent you from performing the duties of your position and you
  represent that this is the case. Moreover, you agree that, during the term of
  your employment with the Company, you will not engage in any other employment,
  occupation, consulting, or other business activity directly related to the
  business in which the Company is now involved or becomes involved during the
  term of your employment, nor will you engage in any other activities that
  conflict with your obligations to the

  



 


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  Company
  without the prior written consent of the President & CEO and/or the
  Company’s Board of Directors.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This offer is also expressly contingent on your, prior to your first
  day of employment, entering into a non-compete agreement with the Company.
  The non-compete agreement will be provided to you shortly and will include
  among other provisions confidentiality, non-solicitation and non-compete
  obligations.

  



 


Rodney,
we are very pleased to extend this employment offer and are excited about the
opportunity it represents for you and for Christopher & Banks
Corporation. We look forward to the contributions you can make to the future
growth and success of our company and offer you a warm welcome.


 


To
indicate your acceptance of the Company’s offer please sign and date in the
space indicated below and return to my attention.


 


Sincerely,


 


	
  /s/
  Lorna Nagler

  	
   

  



 


Lorna Nagler


President/CEO


Christopher & Banks Corporation


 


I agree to the terms and expectations expressed above and accept the
position offered by Christopher & Banks Corporation and affirm that I
am not bound by any non-compete agreement or similar restriction that would
prevent me from either accepting or performing the duties or responsibilities
of the position I am being offered.


 


 


	
  /s/ Rodney Carter

  	
   

  
	
  Rodney
  Carter

  	
   

  
	
  Date:

  	
  June 1, 2009

  	
   

  
			



 


cc:
Personnel File - c/o Kipp Sassaman, Human Resources


 


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  EXHIBIT 1

  	
   

  



 


RELOCATION
BENEFITS and PROCESS


Prepared Exclusively for Rodney Carter


 


	
  Scope

  	
   

  	
  ·                  Relocating existing and
  new hire employees of Christopher & Banks at VP level and above.

  
	
  Time
  Frame

  	
   

  	
  ·                  All expenses must be
  submitted within one year from the employee’s effective date in their new position
  for homeowners and six months for renters.  

  ·                  No expenses will be paid
  until the employee has executed the Relocation
  Payback Agreement.

  
	
  City
  Tours

  	
   

  	
  ·                  Employee tour of the destination location
  coordinated by Relocation Today.

  
	
  Relocation
  Package

  	
   

  	
  ·                  Destination city packets that give an initial glance
  at information about your new city.

  
	
  Miscellaneous
  Allowance

  	
   

  	
  ·                  An amount equal to $15,000 to be used
  for expenses not otherwise covered. This amount is fully taxed and not
  grossed-up.

  
	
  Travel

  	
   

  	
  ·                  Travel related to relocation must be
  tracked separately from business travel. You may book on your own and submit
  for reimbursement or utilize company’s corporate travel.

  
	
  Trip to
  Start Work

  	
   

  	
  ·                  One way trip to new location for
  employee only to begin new assignment.

  
	
  Lease
  Break

  	
   

  	
  ·                  Amount equivalent to two month’s rent
  for lease break fee if rental is your primary residence.

  
	
  Home
  Listing and  Marketing Assistance

  	
   

  	
  ·                  An offering managed by Relocation Today
  that provides advocacy, experience and professionalism in selling your
  current residence. Must be utilized when part of the Buyer Value Option (BVO)
  home sale program. 

  ·                  Thorough market analysis and regular
  reporting will be provided.

  
	
  Loss on
  Sale

  	
   

  	
  ·                  In the event an employee’s
  home is now worth less than original purchase price, a loss on sale payment
  will apply within guidelines.

  
	
  Home
  Sale  Buyer Value Option (BVO) Program

  	
   

  	
  ·                  Buyer Value
  Option program (BVO). Christopher & Banks will purchase the
  employee’s home when the employee has secured a willing and able buyer. See
  policy body for restrictions and guidelines.  

  ·                  All normal and customary closing costs
  will be covered directly through the program.

  
	
  Home Finding Trip

  	
   

  	
  ·                  Two trips for Employee and spouse or live-in partner
  not to exceed 5 nights total. 

  ·                  Pre-qualification or Pre-approval must be obtained
  for home buyers before utilizing this benefit to ensure trip is as productive
  as possible. 

  ·                  Childcare expenses up to $100 per day based on
  actual cost while parents/guardians are on home finding trip.

  Distance less than 150 miles : 

  ·                  Travel by privately owned vehicle (submit for
  mileage, not gasoline), tolls, parking fees 

  ·                  Lodging up to 5 nights total. Must be reasonable and
  within business travel guidelines. 

  ·                  Meals at a flat per diem of $35/day per adult  

  Distance greater than 150 miles: 

  ·                  Airport parking/Hotel parking 

  ·                  Lodging up to 5 nights total. Must be reasonable and
  within business travel guidelines. 

  ·                  Meals at a flat per diem of $35/day per adult 

  ·                  Auto rental (mid-size) and gas

  



 


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  Mortgage
  Assistance

  	
   

  	
  ·                  Partner lenders can provide you with many benefits
  including loan pre-qualification and direct coverage of closing costs when
  securing financing on a new home.

  
	
  Rental
  Assistance

  	
   

  	
  ·                  Personal, customized service that
  assists renting employees secure a new home. 

  ·                  Non-refundable deposits and application
  fees not to exceed $500 if rental will be your primary permanent residence.

  
	
  Temporary
  Housing

  	
   

  	
  ·                  Up to 180 days with limitations.

  
	
  Return
  Trips

  	
   

  	
  ·                  Up to two trips per month of temporary
  living. Distance must exceed 150 miles in order to travel by commercial air.
  Employee only. See travel requirements in body of policy.

  
	
  Expense
  Tracking

  	
   

  	
  ·                  Accurate and timely audit,
  reimbursement, tracking and gross-up of all relocation expenses. 

  ·                  All relocation expenses are submitted
  to your Relocation Today account manager.

  
	
  Moving
  your Household Goods

  	
   

  	
  ·                  Packing, loading,
  transporting, and unloading through a professional household carrier.
  Exclusions apply.  

  ·                  Full Replacement valuation
  up to $100,000.  

  ·                  Two automobiles can be
  shipped in uncovered car carrier if moving over 500 miles.  

  ·                  Storage up to 30 days.
  Limitations apply.

  
	
  New
  Home Closing Costs

  	
   

  	
  ·                  Standard and customary
  closing costs for the area including prudent and customary inspections.
  Maximum amount is 2% of loan amount (including loan origination fee).  

  ·                  Up to a 1% loan
  origination fee. Loan origination fee is not grossed-up.

  
	
  Final
  Move

  	
   

  	
  ·                  Meal per diem
  of $35/day per
  adult, $15/day for children 12 and under for days traveled including arrival
  day in new location. Receipts must be provided. 

  ·                  Mileage at current rate
  for up to 2 vehicles.

  ·                  One night lodging in old
  location for night of moving van loading.  

  ·                  One night’s lodging for
  each 500 miles driven.

  ·                  Lodging in approved hotel
  at new location for up to 7 days if waiting for delivery of household goods and temporary living maximum has not been utilized.

  
	
  Tax
  Assistance

  	
   

  	
  ·                  Yes

  



 


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