Exhibit
10.2


RESTRICTED
STOCK AGREEMENT


THIS
RESTRICTED STOCK AGREEMENT
is made as of this 7th day of -August, 2006 between Christopher &
Banks Corporation, a Delaware corporation (the “Company”), and Monica Dahl (“Employee”).


1.             Award.


(a)           Shares.  Pursuant to the Christopher & Banks
Corporation 2005 Stock Incentive Plan, as amended (the “Plan”), Seventy
Thousand (70,000) shares (the “Restricted Shares”) of the Company’s common
stock, par value $0.01 per share (“Stock”), shall be issued as hereinafter provided
in Employee’s name subject to certain restrictions thereon.


(b)           Issuance of Restricted Shares.  The Restricted Shares shall be issued upon
acceptance hereof by Employee and upon satisfaction of the conditions of this
Agreement.


(c)           Plan Incorporated.  Employee acknowledges receipt of a copy of the
Plan, and agrees that this award of Restricted Shares shall be subject to all
of the terms and conditions set forth in the Plan, including future amendments
thereto, if any, pursuant to the terms thereof, which Plan is incorporated
herein by reference as a part of this Agreement.


2.             Restricted Shares.  Employee hereby accepts the Restricted Shares
when issued and agrees with respect thereto as follows:


(a)           Forfeiture Restrictions.  The Restricted Shares may not be sold,
assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered
or disposed of, and no dividends will be paid to employee or accrue to Employee’s
benefit, to the extent the Restricted Shares continue to be subject to the
Forfeiture Restrictions described in this paragraph 2(a).  In the event that these Forfeiture
Restrictions have not lapsed in accordance with paragraph 2(b) below by the
dates applicable to such Restricted Shares, Employee shall, for no
consideration, forfeit and surrender to the Company the Restricted Shares
applicable to that lapse date, with the exception that if the Forfeiture
Restrictions do not lapse on May 31, 2007, the 7,000 shares applicable to that
lapse date will not be forfeited.  (See
footnote to the schedule in subparagraph 2(b) below.)  Furthermore, in the event Employee is
terminated for any reason other than normal retirement on or after age
sixty-five (65), the death of Employee, or as otherwise provided in subparagraph
2(b), Employee shall, for no consideration, forfeit and surrender to the
Company all Restricted Shares to the extent they continue to be subject to the
Forfeiture Restrictions.


(b)           Lapse of Forfeiture Restrictions.  The Forfeiture Restrictions identified in
subparagraph 2(a) above shall lapse as to the Restricted Shares in accordance
with the following schedule, provided that the following conditions have been
satisfied as of each lapse date: 
(i)  Employee has been
continuously employed by the Company from the date of this Agreement 









 



through the lapse date
applicable to the Restricted Shares (as set forth in paragraph 2(b) below), and
no notice of resignation shall have been given to the Corporation by Employee
preceding or on the date of vesting; (ii) the Operating Profit (profit before
interest and taxes) for the fiscal year completed in the February prior to the
lapse date must be greater than the Operating Profit in the prior fiscal year;
and (iii) the Operating Profit for the fiscal year completed in the February
prior to the lapse date must be greater than $65 million:


	
  Lapse Date

  	
   

  	
  Total Restricted Shares

  to which Forfeiture 

  Restrictions Lapse

  	
   

  
	
  May 31, 2007

  	
   

  	
  7,000

  	
  *

  
	
  May 31, 2008

  	
   

  	
  10,500

  	
   

  
	
  May 31, 2009

  	
   

  	
  10,500

  	
   

  
	
  May 31, 2010

  	
   

  	
  10,500

  	
   

  
	
  May 31, 2011

  	
   

  	
  10,500

  	
   

  
	
  May 31, 2012

  	
   

  	
  10,500

  	
   

  
	
  May 31, 2013

  	
   

  	
  10,500

  	
   

  







*  In the event the Forfeiture Restrictions do
not lapse on May 31, 2007, the 7,000 shares will not be forfeited but will
instead by added to the 10,500 Restricted Shares as to which 17,500 restricted
Shares the Forfeiture Restrictions will lapse on May 31, 2008.  In the event the Forfeiture Restrictions do
not lapse on lapse dates after May 31, 2007, the Restricted Shares subject to
the lapse of restriction on such dates will be forever forfeited.


Notwithstanding the foregoing, the Forfeiture
Restrictions shall lapse as to all of the Restricted Shares on the earlier of
(i) the occurrence of a Corporate Change (as such term is defined in the Plan),
or (ii) the date Employee’s employment with the Company is terminated by reason
of death or normal retirement on or after age sixty-five.  In the event Employee’s employment is
terminated for any other reason, including retirement prior to age sixty-five
with the approval of the Company or employing subsidiary, the Committee which
administers the Plan (the “Committee”) or its delegate, as appropriate, may, in
the Committee’s or such delegate’s sole discretion, approve the lapse of
Forfeiture Restrictions as to any or all Restricted Shares still subject to
such restrictions, such lapse to be effective on the date of such approval or
Employee’s termination date, if later.


(c)           Certificates.  A certificate evidencing the Restricted
Shares shall be issued by the Company in Employee’s name, or at the option of
the Company, in the name of a nominee of the Company, pursuant to which
Employee shall have voting rights unless and until the Restricted Shares are
forfeited pursuant to the provisions of this Agreement.  Employee shall not be entitled to receive
dividends with respect to the Restricted shares.  The certificate shall bear a legend
evidencing the nature of the Restricted Shares, and the Company may cause the
certificate to be delivered upon issuance to the Secretary of the Company or to
such other depository as may be designated by the Company as a depository for
safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse
pursuant to the terms of the Plan and this award.  Upon request of the Committee or its delegate,
Employee shall deliver to the Company a stock power, endorsed in blank,
relating to the Restricted Shares then subject to the Forfeiture
Restrictions.  Upon the lapse 



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of the Forfeiture Restrictions
without forfeiture, the Company shall cause a new certificate or certificates
to be issued without legend in the name of Employee for the shares upon which
Forfeiture Restrictions lapsed. 
Notwithstanding any other provisions of this Agreement, the issuance or
delivery of any shares of Stock (whether subject to restrictions or
unrestricted) may be postponed for such period as may be required to comply
with applicable requirements of any national securities exchange or any
requirements under any law or regulation applicable to the issuance or delivery
of such shares.  The Company shall not be
obligated to issue or deliver any shares of Stock if the issuance or delivery
thereof shall constitute a violation of any provision of any law or of any
regulation of any governmental authority or any national securities exchange.


3.             Withholding of Tax.  To the extent that the receipt of the
Restricted Shares or the lapse of any Forfeiture Restrictions results in income
to Employee for federal or state income tax purposes, Employee shall deliver to
the Company at the time of such receipt or lapse, as the case may be, such
amount of money as the Company may require to meet its withholding obligation
under applicable tax laws or regulations, and, if Employee fails to do so, the
Company is authorized to withhold from any cash or Stock remuneration then or
thereafter payable to Employee any tax required to be withheld by reason of
such resulting compensation income.


4.             Status of Stock.  Employee agrees that the Restricted Shares
will not be sold or otherwise disposed of in any manner which would constitute
a violation of any applicable federal or state securities laws.  Employee also agrees (i) that the
certificates representing the Restricted Shares may bear such legend or legends
as the Company deems appropriate in order to assure compliance with applicable
securities laws, (ii) that the Company may refuse to register the transfer of
the Restricted Shares on the stock transfer records of the Company if such
proposed transfer would be in the opinion of counsel satisfactory to the
Company constitute a violation of any applicable securities law and (iii) that
the Company may give related instructions to its transfer agent, if any, to
stop registration of the transfer of the Restricted Shares.


5.             Employment Relationship.  Nothing in this Agreement shall be
construed as constituting a commitment, guaranty, agreement, or understanding
of any kind or nature that the Company or its subsidiaries shall continue to
employ the Employee and this Agreement shall not affect in any way the right of
the Company or its subsidiaries to terminate the employment of the
Employee.  For purposes of this Agreement, Employee shall be considered to be in
the employment of the Company as long as Employee remains an employee of either
the Company, any successor corporation or a parent or subsidiary corporation of
the Company or any successor corporation. 
Any question as to whether and when there has been a termination of such
employment, and the cause of such termination, shall be determined by the
Corporation’s Board of Directors and its determination shall be final.


6.             Committee’s Powers.  No provision contained in this Agreement
shall in any way terminate, modify or alter, or be construed or interpreted as
terminating, modifying or altering any of the powers, rights or authority
vested in the Committee or, to the extent delegated, in its delegate pursuant
to the terms of the Plan or resolutions adopted in furtherance of the Plan,
including, without limitation, the right to make certain determinations and
elections with respect to the Restricted Shares.



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7.             Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of any successors to the Company and all persons lawfully
claiming under Employee.


8.             Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Minnesota.


IN WITNESS
WHEREOF, the Company has
caused this Agreement to be duly executed by an officer thereunto duly
authorized, and Employee has executed this Agreement, all as of the date first
above written.


 


	
  

  	
  CHRISTOPHER & BANKS

  
	
   

  	
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Joseph E. Pennington

  	
   

  
	
   

  	
   

  	
  Joseph E. Pennington

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Monica Dahl

  	
   

  
	
   

  	
  Monica Dahl

  
						



 



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