Exhibit 10.2


EMPLOYMENT NON-COMPETE, NON-SOLICIT AND

CONFIDENTIALITY AGREEMENT


THIS EMPLOYMENT NON-COMPETE, NON-SOLICIT AND
CONFIDENTIALITY AGREEMENT (“AGREEMENT”) IS ENTERED INTO BETWEEN CITI TRENDS, INC. (“COMPANY”), AND BRUCE D.
SMITH (“EMPLOYEE”), EFFECTIVE AS OF THE 2ND DAY OF APRIL, 2007.


For and in consideration of the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree:


1.                     Employment; Scope of Services. 
Company shall employ Employee, and Employee shall be employed by
Company, as its Senior Vice President and Chief Financial Officer (“CFO”).
Employee’s primary job duties shall include the oversight of Company financial
outcomes and the effective/efficient reporting of those outcomes to both
internal and external audiences, directing the financial affairs of the
organization, and ensuring the coordination of all financial and information
systems throughout the organization (“Services”).


Employee shall use his best efforts and shall devote
his full time, attention, knowledge and skills to the faithful performance of
his duties and responsibilities as a Company employee. Employee shall have such
authority and such other duties and responsibilities as assigned by the Chief
Executive Officer. Employee shall comply with Company’s policies and
procedures, shall conduct himself/herself as an ethical business professional,
and shall comply with federal, state and local laws.


2.                     At-Will Employment. Nothing in this Agreement alters the
at-will employment relationship between Employee and Company. Employment with
Company is “at-will” which means that either Employee or Company may terminate
the employment relationship at any time, with or without notice, with or
without cause. The date of Employee’s cessation of employment for any reason is
the “Separation Date.”


3.             Confidentiality.


(a)                   Employee acknowledges and agrees that (1) the retail sale of
value-priced/off-price family apparel is an extremely competitive industry; (2)
Company has an ongoing strategy for expansion of its business in the United
States; (3) Company’s major competitors operate throughout the United States
and some internationally; and (4) because of Employee’s position as CFO he will
have access to, knowledge of, and be entrusted with, highly sensitive and
competitive confidential information of Company, including without limitation
information regarding sales margins, purchasing and pricing strategies,
marketing strategies, vendors and suppliers, plans for expansion and placement
of stores, and also specific information about Company’s districts and stores,
such as staffing, budgets, profits and the financial success of individual
districts and stores.













(b)                     Employee acknowledges and agrees that all Confidential Information is
confidential and remains the sole and exclusive property of Company. Employee
agrees that he shall (a) hold all Confidential Information in strictest
confidence; (b) not disclose, reproduce, distribute or otherwise disseminate
such Confidential Information, and shall protect such Confidential Information
from disclosure by or to others; and (c) make no use of such Confidential
Information without the prior written consent of Company, except in connection
with Employee’s employment with Company. “Confidential Information” means
any and all data and information relating to Company which (i) derive
independent economic value, actual or potential, from not being generally known
or readily ascertainable by proper means by other persons who may obtain
economic value from their disclosure or use; and (ii) are the subject of
reasonable efforts under the circumstances to maintain their secrecy.
Confidential Information includes technical or sales data, formulas, patterns, compilations,
programs, devices, methods, techniques, drawings, processes, financial data and
statements, financial plans and strategies, product plans, sales or advertising
information and plans, marketing information and plans, pricing information,
the identity or lists of employees, vendors and suppliers of Company, and
confidential or proprietary information of such employees, vendors and
suppliers.


(c)                     In the event any Confidential Information does not qualify for
protection as “trade secrets” as defined in Delaware’s Uniform
Trade Secrets Act, then Employee acknowledges and agrees that the Confidential
Information shall remain confidential and shall not be disclosed by Employee
during Employee’s employment with Company and for a period of three (3) years
following the Separation Date, absent the express prior written consent of
Company.


(d)                     Employee acknowledges that Company has provided or will provide
Employee with Company property, including without limitation employee
handbooks, policy manuals, price lists, financial reports, and vendor and
supplier information, among other items. Upon the Separation Date, or upon the
request of Company, Employee shall immediately deliver to Company all property
belonging to Company, including without limitation all Confidential Information
and any property related to Company, whether in electronic or other format, as
well as any copies thereof, then in Employee’s custody, control or possession.
Upon the Separation Date, Employee shall provide Company with a declaration
certifying that all Confidential Information and any other Company property
have been returned to Company, that Employee has not kept any copies of such
items or distributed such items to any third party, and that Employee has
otherwise complied with the terms of Section 3 of this Agreement.


4.                     Covenant Not to Compete. 
During Employee’s employment with Company and for a period of two (2)
years following the Separation Date, and regardless of the reason for
separation, Employee shall not compete with Company on behalf of a Competitor
in the continental United States by acting as the chief financial officer of
such Competitor, or rendering services to such Competitor which are the same or
substantially similar to the Services which Employee rendered to Company while
employed by Company as CFO. For
purposes of this Section 4, the term “Competitor” shall mean only the following
businesses whose primary business is the sale of value-priced or off-price
family apparel, commonly known as: Cato, TJX (including without limitation
TJMAXX and Marshalls), Ross Stores, Value City and Burlington Coat Factory.



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5.                     Covenant Not to Solicit. 
During Employee’s employment with Company and for a period of two (2)
years following the Separation Date, and regardless of the reason for
separation, Employee agrees not to solicit any person or entity who has been a
vendor or supplier of merchandise and/or inventory to Company during the two
(2) years immediately preceding the Separation Date or to whom Company is
actively soliciting for the provision of merchandise and/or inventory
(collectively referred to as “Merchandise Vendors”) for the purpose of
obtaining merchandise and/or inventory on behalf of any of Company’s
Competitors, as defined in Section 4 of this Agreement.


Employee specifically acknowledges and agrees that,
as CFO, his duties include, without limitation, establishing purchasing and
pricing strategies and policies, managing sales margins, involvement in
establishing and maintaining vendor relationships, and having contact with and
confidential and/or proprietary information regarding Merchandise Vendors. The
non-solicitation restrictions set forth in this Section 5 are specifically
limited to Merchandise Vendors with whom Employee had contact (whether
personally, telephonically, or through written or electronic correspondence)
during his employment as CFO or about whom Employee had confidential or
proprietary information because of his position with Company.


6.                     Covenant Not to Recruit Personnel. 
During Employee’s employment with Company and for a period of two (2)
years following the Separation Date, and regardless of the reason for
separation, Employee will not recruit or solicit to hire or assist others in
recruiting or soliciting to hire, any employee of Company and will not cause or
assist others in causing any employee of Company to terminate an employment
relationship with Company.


7.                     Severability.  If
any provision of this Agreement shall be held invalid, illegal or otherwise
unenforceable, in whole or in part, the remaining provisions, and any partially
enforceable provisions to the extent enforceable, shall be binding and remain
in full force and effect. Further, each particular prohibition or restriction
set forth in any Section of this Agreement shall be deemed a severable unit,
and if any court of competent jurisdiction or arbitrator determines that any
portion of such prohibition or restriction is against the policy of the law in
any respect, but such restraint, considered as a whole, is not so clearly unreasonable
and overreaching in its terms as to be unconscionable, the court or arbitrator
shall enforce so much of such restraint as is determined by a preponderance of
the evidence to be necessary to protect the interests of Company.


8.                     Survival of Covenants.  All
rights and covenants contained in Sections 3, 4, 5, and 6 of this Agreement,
and all remedies relating thereto, shall survive the termination of this
Agreement for any reason.


9.                     Governing Law.  Citi
Trends, Inc. is a Delaware corporation. The parties agree that Delaware law
applies in the event of any dispute between them arising out of or related to
this Agreement.


10.           Acknowledgment of
Reasonableness/Remedies/Enforcement.


(a)             Employee
acknowledges that (1) Company has valid interests to protect pursuant to
Sections 3, 4, 5, and 6 of this Agreement; (2) his breach of the provisions of
Sections 3, 4, 5, or 6 of this Agreement would result in irreparable injury and
permanent damage to Company; and (3) such restrictions are reasonable and
necessary to protect the interests of Company, are critical to the success of
Company’s business, and do not cause undue hardship on Employee.



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(b)                     Employee agrees that determining damages in the event of a breach of
Sections 3, 4, 5, or 6 by Employee would be difficult and that money damages
alone would be an inadequate remedy for the injuries and damages which would be
suffered by Company from such breach. Employee further agrees that injunctive
relief is an appropriate remedy for such breach and that in the event of such
breach Company, in addition to and without limiting any other remedies or
rights which it may have, may apply to any court of competent jurisdiction and
seek interim, provisional, injunctive, or other equitable relief until the
arbitration award on such claim (see Section 10(c) below) is rendered or the
claim is otherwise resolved. Employee may also seek interim, provisional,
injunctive, or other equitable relief for violations of this Agreement by
Company until the arbitration award on such claim is rendered or the claim is
otherwise resolved. Employee and Company waive any requirement that a bond or
any other security be posted.


(c)                     Company and Employee agree that any controversy, dispute, or claim
arising out of or related to this Agreement, including without limitation its
enforceability, interpretation, performance or non-performance by any party, or
any breach thereof, shall be resolved exclusively through arbitration pursuant
to the Employment Arbitration Rules and Mediation Procedures of the American
Arbitration Association (“AAA”), Amended and Effective July 1, 2006 (“AAA Rules”).
Where the AAA Rules and this Agreement conflict or where the AAA Rules are
silent, this Section 10(c) shall govern, if applicable. Company and Employee
agree that this Section 10(c) is an agreement to arbitrate pursuant to the
Federal Arbitration Act, 9 U.S.C. § 1 et
seq., or if that Act is inapplicable for any reason, the arbitration law
of the State of Delaware.


(i)                    Any arbitration proceedings pursuant to this
Agreement shall be resolved by a
single arbitrator. The location of any arbitration proceedings shall be
determined in accordance with the AAA Rules. The arbitrator shall apply the law
of the State of Delaware on the substantive claims asserted, and shall have the
authority to award the same remedies, damages, costs, expenses and any other
awards that a court could award. The arbitrator shall issue a written award
explaining his/her decision, the reasons for the decision, and the calculation
and reasoning behind any damages awarded. The arbitrator’s decision will be
final and binding. The judgment on the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof. Company will pay (a) AAA
administrative fees except that for arbitration claims originally asserted by
Employee, Employee will pay to Company a fee that is comparable to the filing
fee being charged by the United States District Court for the District of
Delaware for the filing of a civil action at the time Employee initiates arbitration;
(b) the Arbitrator’s fee and reasonable travel expenses; and (c) the cost of
renting an arbitration hearing room, if necessary. Each party shall pay its own
experts’ and/or attorneys’ fees unless the arbitrator awards reasonable experts’
and/or attorneys’ fees to Employee.


(ii)                   Consistent with Section 7 of this Agreement,
should a court of competent jurisdiction or arbitrator determine that the scope
of any provision of this Section 10(c) is too broad to be enforced as written,
Company and Employee intend that the court or arbitrator reform the provision
to such narrower scope as is determined to be reasonable and enforceable.



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(iii)          Should this Section 10(c) not be
invoked by the parties or should an arbitrator or court of competent
jurisdiction determine that the parties’ agreement to arbitrate is
unenforceable, then the parties agree that Delaware shall be the forum for any
dispute arising out of or related to this Agreement.


11.           Miscellaneous.  This Agreement constitutes the entire
agreement between the parties and supersedes any and all prior contracts,
agreements, or understandings between the parties which may have been entered
into by Company and Employee relating to the subject matter hereof. This
Agreement may not be amended or modified in any manner except by an instrument
in writing signed by both Company and Employee. The failure of either party to
enforce at any time any of the provisions of this Agreement shall in no way be
construed to be a waiver of any such provision or the right of such party
thereafter to enforce each and every such provision. No waiver of any breach of
this Agreement shall be held to be a waiver of any other or subsequent breach.
All remedies are cumulative, including the right of either party to seek
equitable relief in addition to money damages.


EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS CAREFULLY
READ THIS AGREEMENT AND KNOWS AND UNDERSTANDS ITS CONTENTS, THAT HE ENTERS INTO
THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, AND THAT HE INDICATES HIS CONSENT BY
SIGNING THIS FINAL PAGE.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement
under seal as of the day and year first above written.


	
  

  	
   

  	
   

  	
   

  	
  Citi Trends, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Ed Anderson

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Ed Anderson, President and CEO

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  /s/ Bruce D. Smith

  	
  (L.S.)

  
	
   

  	
   

  	
   

  	
   

  	
  Employee Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Employee Residence Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



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