Exhibit
10.1


[Citi Trends, Inc. letterhead]


March
5, 2007


Mr. Bruce D. Smith


4139 Old Town Circle


Tupelo,
Mississippi  38804


Dear
Bruce:


On
behalf of Citi Trends, Inc., I am pleased to offer you the position of Senior
Vice President and Chief Financial Officer. 
We trust that your knowledge, skills and experience will be among our
most valuable assets.


Should
you accept this job offer, the terms of employment are as follows:


·                  Salary: 
Annual gross starting salary of $250,000, paid in biweekly installments.


·                  Relocation:  To
assist in relocation expenses you will be awarded a one time bonus of $50,000
payable within 5 business days following the start of your employment.  If you voluntarily terminate your employment
within 12 months of your hire date, you will be obligated to refund this
relocation bonus to the company. 
Additionally, the company will pay for the cost of moving your household
items to Savannah.  Finally, the company
will provide temporary housing for 90 days.


·                  Annual
Performance Bonus:  Participation in Executive Management Level
Bonus Plan at 40% of base salary (participation is based upon both company and
personal performance achievements).


·                  Restricted
Stock:  Upon your start date with Citi Trends you
will be awarded restricted stock valued at $100,000, fully vested in four years
at the rate of 25% per year.


·                  Benefits: 
Benefits for salaried-exempt employees are as follows:


·                  401(k)
profit sharing account


·                  Equity
Awards:  Consideration for Annual Stock
Option or Restricted Stock Awards based on company performance and personal
performance achievements.


·                  Health,
dental, life and disability insurance


·                  Vacation:  3 weeks per year


·                  Note: 
The Company reserves the right to change or terminate benefit programs
at its sole discretion.













Page
2


March
5, 2007


Bruce
Smith


Offer of Employment


We
look forward to developing our relationship with you and hope you view this
opportunity as a chance to have a long term positive impact on our
business.  Nonetheless, please understand
that Citi Trends is an at-will employer. 
That means that either you or Citi Trends are free to end the employment
relationship at any time, with or without notice or cause.  And nothing in this letter or Citi Trends
policies or procedures, either now or in the future, is intended to change the
at-will nature of our relationship. 
Additionally, this offer of employment is contingent upon your
successfully passing a drug test and criminal background check.


To
accept this offer, provide your signature at the bottom of this page and fax
the signed document to 912-443-3663 (Attn: Ivy Council) no later than Friday,
March 9, 2007.  Feel free to contact me
if you have any questions or concerns.  I
can be reached in my office at 912-443-3705.


We
at Citi Trends hope that you’ll accept this job offer and look forward to
welcoming you aboard.


Sincerely,


Ed Anderson


Chairman & CEO


Citi
Trends, Inc.


Accept
Job Offer


By
signing and dating this letter below, I, Bruce Smith, accept this job offer of
Senior Vice President and Chief Financial Officer for Citi Trends, Inc.


	
  Signature:

  	
   

  	
  /s/ Bruce D. Smith

  	
   

  	
   

  	
   

  	
  Date: