Exhibit 10.2


 


AGREEMENT

BETWEEN

CHRISTOPHER & BANKS CORPORATION

AND

RODNEY CARTER


 


THIS AGREEMENT is to be effective as of the date it is fully
executed (the “Effective Date”), by and between Christopher & Banks
Corporation, a corporation duly organized and existing under the laws of the
State of Delaware (the “Corporation”) and Rodney Carter (“Executive”).


 


PREAMBLE


 


Executive has been offered and has accepted the
position of Executive Vice President, Chief Financial Officer (“EVP, CFO”) and his
employment in that capacity shall commence after the Effective Date.  Therefore based upon the mutual promises
contained in this Agreement and other consideration, the parties have agreed to
execute this Agreement containing the following terms and conditions:


 


ARTICLE 1

EMPLOYMENT


 


1.1           The Corporation hereby employs Executive,
and Executive agrees to be employed by the Corporation as EVP, CFO, and
Executive agrees to perform such duties as are customarily incident to such
position and such other duties which may be assigned to Executive from time to
time by the Chief Executive Officer and/or the Board of Directors of the
Corporation.


 


ARTICLE 2

AT-WILL EMPLOYMENT


 


2.1           Executive acknowledges that employment
with the Corporation is on an at-will basis.


 


ARTICLE 3

DUTIES


 


3.1           Executive agrees to devote Executive’s
full time and effort, to the best of Executive’s ability, to carry out the
duties of EVP, CFO for the profit, benefit and advantage of the business of the
Corporation.  Executive shall report
directly to the Chief Executive Officer of the Corporation.


 


ARTICLE 4

COMPENSATION AND BENEFITS


 


4.1           Executive’s annual base salary will be $475,000.
 Executive’s base salary shall be
reviewed and increases, if any, shall be awarded to Executive by the Board of
Directors or its 


 

















 


Compensation Committee in its or their sole discretion.  Executive’s base salary shall be payable at
the same intervals as the Corporation pays its other executives.


 


4.2           Executive shall be eligible to receive
annual bonuses in accordance with and subject to the terms and conditions of
the Corporation’s senior executive incentive plan as in effect and approved by
the Board of Directors or its Compensation Committee from time to time provided
however, Corporation and Executive acknowledge that Executive’s offer letter
contains additional provisions with respect to Executive’s bonus and bonus
potential for fiscal 2010.


 


4.3           Subject to the current and future terms
and conditions of such plans and programs, Executive shall be entitled to
participate in the various employee benefit plans and programs which are
applicable to all of the senior executives of the Corporation including, but
not limited to, medical, dental, life and disability insurance, paid-time-off
and other benefits.


 


ARTICLE 5

COOPERATION


 


5.1           During your employment and
for one (1) year thereafter, you agree to cooperate fully with the
Corporation, 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 the
Company.  You agree to appear as a
witness voluntarily upon the Corporation’s 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 the Corporation. 
With respect to the one (1) year period following the termination
of your employment, the Company acknowledges that these cooperation obligations,
if exercised, will impose on your time and could likely interfere with other
commitments you may have in the future. 
Consequently, the Company shall attempt to schedule such depositions,
court proceedings, consultations or meetings in coordination with your schedule
and to allow you to participate telephonically as appropriate but you recognize
that scheduling of certain court proceedings, including depositions and trials,
may be beyond the Company’s control and that for some matters or proceedings
your physical presence may be required. 
The Company 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 Article 5.1, including hotel accommodations,
coach airfare, transportation and meals consistent with the Company’s generally
applicable expense reimbursement policies. 
It is expressly understood by the parties that the payment or
reimbursement of expenses by the Company to you under this Article 5.1
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.


 


ARTICLE 6

DEFINITIONS


 


6.1           “Cause” shall mean (i) any fraud,
misappropriation or embezzlement by Executive in connection with the business
of the Corporation and its subsidiaries and affiliates (such entities together
with the Corporation collectively referred to as the “Company”), (ii) any
conviction of (including any plea of guilty or no contest to) a felony or a
gross misdemeanor by 


 


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Executive, (iii) any gross neglect or persistent neglect by
Executive to perform the duties assigned to Executive or any other act that can
be reasonably expected to cause substantial economic or reputational injury to
the Company (iv) any material breach of Articles 5, 7 or 8 of this
Agreement; or (v) any material violation of the Company’s written
policies, procedures or codes of conduct. 
Provided further that in connection with clauses (iii) — (v),
Executive shall first have received a written notice from the Corporation’s
Chief Executive Officer or the Board of Directors that summarizes and
reasonably describes the manner in which Executive has persistently neglected
his duties, engaged in an act reasonably expected to cause substantial harm,
materially breached Articles 5, 7 or 8 of the Agreement, or materially violated
a Company policy, procedure or Code of Conduct (the “Event”) and, to the extent
the Event is capable of being cured, Executive shall have fourteen (14) days to
cure the same, but the Corporation is not required to give written notice of
nor shall Executive have a period to cure the same or any similar failure which
was the subject of an earlier written notice to Executive under this Article 6.1.


 


6.2           “Confidential Information” means any
information that is not generally known outside the Company, including trade secrets,
and that is proprietary to the Company, relating to any phase of the Company’s
existing or reasonably foreseeable business which is disclosed or conveyed to
Executive during Executive’s employment by the Corporation including
information conceived, discovered or developed by Executive.  Confidential Information includes, but is not
limited to, business plans; strategic plans and initiatives; financial
statements and projections; new store plans or locations; payroll and personnel
records; marketing materials and plans; product designs; supplier information;
customer information; customer lists; project lists; price information and cost
information; or other information that is designated by the Company as “Confidential”
or other similar designation.


 


6.3           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 to
a considerable degree any of the Corporation’s Christopher & Banks, or
C.J. Banks or that of any additional store brand or concept developed or
acquired by the Company on or before Executive’s last day of employment with
the Corporation, and which includes but is 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, or Ann Taylor; and (2) the
following department stores and large box retailers:  Kohls, J.C. Penney and Sears.  “Competitor” shall also include all
divisions, subsidiaries, affiliates and successors in interest of the stores or
legal entities identified in this Article 6.3.


 


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 Corporation 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 and by either party, whether 


 


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voluntary or involuntary, Executive will not, without the prior written
permission of the Corporation’s Chief Executive Officer, (i) directly or
indirectly engage in activities with a Competitor or (ii) own (whether as
a shareholder, partner or otherwise, other than as a 3% or less shareholder of
a publicly held company) any interest in a Competitor, or (iii) be
connected as an officer, director, advisor, consultant, agent 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 and by either party, 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 leave or terminate
his or her employment with the Company. 
This Article 7.3 shall apply to the then-current employees of the
Company and any individual who was employed by the Company at any time in the
90 day period immediately prior to Executive’s last day of employment with the
Corporation.


 


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 and by either party, whether voluntary or
involuntary, Executive will not solicit, engage, or induce (or attempt to do
so, directly or indirectly) any supplier, sales agent or buying agent of the
Company to commence work on behalf of or to establish a relationship with a
Competitor.  The post termination
obligations of this Article 7.4 shall apply to the suppliers, sales
agents, and buying agents of the Company as of the date of Executive’s
termination and at any time in the one-year period immediately prior to
Executive’s termination date.


 


7.5           If Executive is involuntarily terminated
by the Corporation other than for Cause, the Corporation shall continue to pay
Executive’s base salary for up to 12 months, paid according to the Corporation’s
normal payroll schedule and practices and subject to applicable withholdings,
deductions, and tax reporting requirement, provided that Executive executes and
does not rescind a general release of claims as prepared by the Corporation and
in favor of the Company.  If, however,
Executive shall secure other employment, self-employment or a consulting
position during the twelve (12) month severance period the severance amount
payable to or on behalf of Executive shall be offset and reduced by such other
cash compensation earned and/or paid or payable to Executive through such
employment, self-employment or consulting arrangements during the severance
period. Executive agrees to immediately notify the Corporation of the amount of
compensation earned or to be earned by him through such employment,
self-employment or consulting during the severance period hereunder.  Further, in the absence of an applicable
government subsidy with respect to COBRA coverage and provided that Executive
timely elects COBRA, the Company shall continue to pay for the twelve (12)
months following Executive’s termination the employer portion of the premiums
for health and dental insurance coverage under the Company’s group health and
dental insurance plans.  Executive will
continue to be responsible to pay his portion of the premiums, if any, for such
insurance coverage during this period. 
The Company will discontinue payments under this Article 7.5 if,
and at such time, Executive (i) is covered or eligible to be covered under
the health and/or dental insurance policy of a new employer, or (ii) ceases
to participate, for whatever reason, in the Company’s group insurance
plans.  By his signature below, Executive
acknowledges and agrees that the Company may modify or terminate its group
insurance plans at any time and that Executive shall have the same right to
participate in the Company’s group 


 


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insurance plans only as is provided on an equivalent basis to the
Company’s employees.  Executive further
agrees to promptly provide the Company notice if he becomes covered or eligible
to be covered under the health and/or dental insurance policy of a new
employer.  In the event there is a
government subsidy with respect to COBRA for which the Company and/or Executive
is eligible at time of Executive’s termination, then such subsidy shall take
precedence and be controlling and the Company shall not be obligated to pay the
employer portion of premiums as described above but only to comply with the
subsidy criteria.


 


ARTICLE 8

CONFIDENTIAL INFORMATION AND TRADE DOCUMENTS


 


8.1           Except in the course of performing his
duties for and on behalf of the Company, Executive will not directly or
indirectly divulge, either during or after the term of Executive’s employment,
or until such information becomes generally known, to any person not authorized
by the Company 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 Executive’s possession during Executive’s 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 Executive’s employment or at such earlier time as the
Corporation may request of Executive in writing.


 


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, 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.


 


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 or its related entities.  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, attorneys’ fees and
court costs.


 


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ARTICLE 11


ASSIGNMENT


 


11.1         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.


 


11.2         For purposes of Article 11.1 and the
possible assignment of this Agreement, 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 12

FAILURE TO DEMAND PERFORMANCE AND WAIVER


 


12.1         The Corporation’s failure to demand
strict performance and compliance with any part of this Agreement during
Executive’s employment or promptly demand Executive’s strict performance and
compliance following Executive’s termination of employment shall not be deemed
to be a waiver of the Corporation’s rights under this Agreement or by operation
of law.  Any express 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 13

ENTIRE AGREEMENT


 


13.1         The Corporation and Executive acknowledge
that this Agreement contains the full and complete agreement between and among
them, that there are no oral or implied agreements or other modifications not
specifically set forth herein, other than the terms of the offer letter to
Executive of May 29, 2009, including all attachments thereto.  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.


 


ARTICLE 14

GOVERNING LAW


 


14.1         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 giving effect to any choice or conflict of law
provision or rule that would cause the application of the laws of any
jurisdiction other than the State of Minnesota. 
Executive and the Corporation agree to submit to the exclusive jurisdiction
of, and venue in, the courts of the State of Minnesota, County of Hennepin, or
of the Federal District Court of Minnesota with respect to the enforcement of
or of any dispute arising out of or relating to this Agreement.


 


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ARTICLE 15


SURVIVAL


 


15.1         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 16

UNDERSTANDINGS


 


16.1         Executive hereby acknowledges that (a) the
Corporation informed Executive, as part of the offer of employment under this
Employment Agreement and prior to Executive 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 Executive’s 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) Executive 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 Executive’s termination from the
Corporation.


 


16.2         By signing below, Executive authorizes
the Corporation to notify third parties (including, but not limited to,
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 and Executive shall be promptly provided copies of or included as a
recipient on any such notice.


 


16.3         Executive represents and warrants to the
Corporation that Executive 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 Executive of Executive’s obligations
hereunder.


 


16.4         If Executive possesses any information
that Executive knows or should know is considered by any third party to be the
confidential, trade secret, or otherwise proprietary information of such third
party, Executive shall not disclose such information to the Company or use such
information to benefit the Company in any way.


 


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IN WITNESS WHEREOF, the Corporation has hereunto
signed its name and Executive hereunder has signed Executive’s name, all as of
the day and year written below.


 


	
   

  	
   

  	
   

  	
  CHRISTOPHER & BANKS CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  June 2,
  2009

  	
   

  	
  By:

  	
  /s/
  Lorna Nagler

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Kipp
  Sassaman

  	
   

  	
  Its:

  	
  President &
  Chief Executive Officer

  
	
  Witness — Kipp Sassaman

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  RODNEY CARTER

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  June 4,
  2009

  	
   

  	
  /s/
  Rodney Carter

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Kipp
  Sassaman

  	
   

  	
   

  	
   

  
	
  Witness — Kipp Sassaman

  	
   

  	
   

  	
   

  



 


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