Exhibit
10.49


 


EXECUTIVE
EMPLOYMENT AGREEMENT


BETWEEN


CHRISTOPHER & BANKS CORPORATION


AND


ANDREW K. MOLLER


 


THIS AGREEMENT is effective
as of March 1, 2004, by and between Christopher & Banks Corporation, a
corporation duly organized and existing under the laws of the State of Delaware
(the “Corporation”) and Andrew K. Moller (“Executive”).


 


ARTICLE 1


EMPLOYMENT


 


1.1           The Corporation hereby employs Executive, and Executive
agrees to work for the Corporation as Chief Financial Officer, and to perform
such related duties as are assigned to him from time to time by the Chief
Executive Officer of the Corporation.


 


ARTICLE 2


TERM


 


2.1           The term of this Agreement shall be for a period
commencing on the date of this Agreement and terminating on March 1, 2007,
unless sooner terminated as hereinafter provided.  The Agreement shall thereafter continue in effect from year to
year unless either party provides ninety (90) days written notice of  termination.


 


ARTICLE 3


DUTIES


 


3.1           Executive agrees, unless otherwise specifically authorized
by the Board of Directors of the Corporation, to devote his full time and
effort to the best of his abilities to his duties for the profit, benefit and
advantage of the business of the Corporation. 
Executive shall report directly to the Chief Executive Officer.


 


ARTICLE 4


COMPENSATION AND BENEFITS


 


4.1           The Corporation agrees to pay Executive an annual base
salary of Two Hundred Ninety Thousand Dollars ($290,000) payable at those
intervals as the Corporation shall pay other executives.  The base salary shall be reviewed annually
and appropriate increases, if any, shall be awarded to the Executive with the
approval of the Compensation Committee of the Board of Directors in its sole
discretion, but such base compensation shall not be reduced from that of the
prior year.


 

















 


4.2           Subject to the terms and conditions of such plans and
programs, the Executive shall be entitled to participate in the various
employee benefit plans and programs applicable to senior executives of the
Corporation, including but not limited to medical, life and other benefits as
well as vacations, which shall be at such times as reasonably determined by the
Board of Directors of the Corporation.


 


4.3           The Executive shall be eligible to receive a bonus in
accordance with the Corporation’s bonus plans as in effect and approved by the
Board of Directors from time to time.


 


4.4           Executive shall be entitled during each full calendar year
in which this Agreement remains in effect to four (4) weeks of paid vacation
time, and a pro rata portion thereof for any partial calendar year.  Any vacation time 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 vacation time remaining unused
at the end of any year.


 


ARTICLE 5


INSURANCE


 


5.1           The Corporation shall have the right at its own expense
and for its own benefit to purchase insurance on the Executive’s life, and the
Executive shall cooperate by providing necessary information, submitting to
required medical examinations, and otherwise complying with the insurance
carrier’s requirements.


 


5.2           The 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 Corporation,
(ii) any conviction of a felony or a gross misdemeanor by Executive that has or
can reasonably be expected to have a detrimental effect on the Corporation,
(iii) any gross neglect or persistent neglect by Executive to perform the
duties assigned to him hereunder or any other act that can be reasonably expected
to cause substantial economic or reputational injury to the Corporation or (iv)
any material breach of Sections 7 or 8 of this Agreement, provided that the
existence of such neglect or material breach shall be determined by the written
agreement of the majority of the directors. 
If Executive is a member of the Board of Directors, he shall not vote on
any such determination of “Cause,” nor shall he be counted for purposes of
determining a majority of the directors. 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 his
duties and Executive shall have a


 


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period of ten (10) days to cure the same, but
the Corporation shall not 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
hereunder) of 50% or more of the Corporation’s outstanding common stock.


 


6.3           “Confidential Information” means any information that is
not generally known, including trade secrets, outside the Corporation and that
is proprietary to the Corporation, relating to any phase of the Corporation’s
existing or reasonably foreseeable business which is disclosed 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; 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 Corporation as
“Confidential” or similarly designated.


 


6.4           A “Competitor” means any person or organization which is a
women’s specialty apparel retailer whose operations compete with more than
twenty percent (20%) of the Corporation’s regular store locations or twenty
percent (20%) of the Corporation’s “Large Size” store locations as existing on
the date of termination of Executive. 
Irrespective of the foregoing sentence, companies which are deemed
Competitors shall include Kohls Department Stores, Maurices (a division of
Amcena), Cato, Talbot’s, The Limited (including subsidiaries), Dress Barn,
United Retail Group,  Charming Shoppes
(including all divisions), Casual Corner Group (including all divisions),
Coldwater Creek, J. Jill, Goody’s and Chicos FAS.


 


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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 Corporation or conspire with others to do so.


 


7.2           For a period of one year after termination of Executive’s
employment with the Corporation, 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), or (iii) be
connected as an officer, director, advisor, consultant or employee of or
participate in the management of any Competitor.


 


7.3           For a period of two years after termination of Executive’s
employment with the Corporation, Executive will not solicit, entice, or induce
(or attempt to do so, directly or indirectly), any employee of the Corporation
to be employed by any other party.


 


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 his
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 Corporation which are conceived by Executive or come
into his possession during his 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 his 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 the 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 the Executive all costs of litigation including, but not
limited to, attorneys’ fees and court costs.


 


ARTICLE 11


CHANGE OF CONTROL


 


11.1         If a Change of Control shall occur during the term of this
Agreement, all unvested rights to purchase stock under outstanding stock
options held by Executive shall vest immediately for the benefit of the
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 a Change of Control shall occur, the Executive shall be
entitled to receive from the Corporation or its successor the full base salary
of Executive under this Agreement for one (1) year in one cash
installment.  This payment shall be made
by the Corporation within ten (10) business days of consummating the terms and
conditions of the transaction which give rise to the Change of Control.


 


ARTICLE 12


TERMINATION (OTHER THAN FROM A CHANGE IN CONTROL)


 


12.1         The Corporation may terminate the employment of the
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 the Executive by delivering
notice in accordance with the preceding sentence, the Executive shall receive
as severance his base salary and benefits pursuant to Section 4 (except
bonus) from the date of termination until the later to occur of (i) March 1,
2007 or (ii) twelve (12) months from the date of the notice of termination; provided, however, if the Executive shall
secure other employment or a consulting position, the preceding severance
amounts payable to the Executive by the Corporation shall be offset and reduced
by such other cash compensation the Executive earns through such other
employment or consulting arrangements through March 1, 2007.  Notwithstanding the foregoing, upon
termination, Executive shall no longer be eligible under any of the
Corporation’s bonus plans.


 


12.2         The Corporation may terminate the 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.


 


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12.3         This Agreement will terminate upon Executive’s death or upon
Executive’s disability that prevents him from performing his duties under this
Agreement for a continuous period of six months or for periods aggregating nine
months in any eighteen (18) month period and at such time all compensation and
benefits provided to Executive under this Agreement shall immediately cease,
subject to applicable employment laws and regulations.


 


ARTICLE 13


ASSIGNMENT


 


13.1         The Corporation shall not have the right to assign this
Agreement to its successors or assigns without the written consent of the
Executive; provided, however, 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.


 


13.2         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 14


FAILURE TO DEMAND PERFORMANCE AND WAIVER


 


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


 


ARTICLE 15


ENTIRE AGREEMENT


 


15.1         The Corporation and Executive acknowledge that this
Agreement contains the full and complete agreement between and among 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.  In particular,
this Agreement supercedes and replaces in full the Prior Agreement.  The parties further agree that no
modifications of this Agreement may be made except by means of a written
agreement or memorandum signed by the parties.


 


ARTICLE 16


GOVERNING LAW


 


16.1         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


 


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construed in accordance with the internal
laws of the State of Minnesota without regard to the conflict of laws thereof.


 


 


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


 


	
   

  	
  CHRISTOPHER & BANKS
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Michael J. Lyftogt

  	
   

  	
  By:

  	
    /s/ Joseph Pennington

  
	
  Witness

  	
   

  	
   

  	
  Its:  Chief Operating Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Michael J. Lyftogt

  	
   

  	
  /s/ Andrew K. Moller

  
	
  Witness

  	
   

  	
  Andrew K. Moller

  



 


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