EXHIBIT 10.3
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN
CHRISTOPHER & BANKS CORPORATION
AND
MONICA DAHL
THIS AGREEMENT is effective as of July 31, 2008, by and between Christopher &
Banks Corporation, a corporation duly organized and existing under the laws of
the State of Delaware (the "Corporation") and Monica Dahl ("Executive").
PREAMBLE
Executive is an employee of the Corporation, and the parties previously executed
an Executive Employment Agreement dated August 6, 2006.
This Amended and
Restated Executive Employment Agreement ("Agreement") supersedes and replaces
that prior agreement.
The parties have agreed to execute this Agreement
containing the following terms and conditions:
ARTICLE 1
EMPLOYMENT
1.1
THE CORPORATION AGREES TO EMPLOY EXECUTIVE, AND EXECUTIVE AGREES
TO BE EMPLOYED BY THE CORPORATION, AS SENIOR VICE PRESIDENT, PLANNING &
ALLOCATION AND E-COMMERCE.
EXECUTIVE AGREES TO PERFORM SUCH OTHER DUTIES WHICH
MAY BE ASSIGNED TO HER FROM TIME TO TIME BY THE CORPORATION'S CHIEF EXECUTIVE
OFFICER, THE CORPORATION'S BOARD OF DIRECTORS
OR THE PERSON TO WHOM SHE REPORTS
PER THE PROVISIONS OF SECTION 3.1.
ARTICLE 2
TERM
2.1
THE TERM OF THIS AGREEMENT SHALL BE THE PERIOD COMMENCING ON
JULY 31, 2008 AND ENDING ON FEBRUARY 28, 2010, UNLESS SOONER TERMINATED AS
HEREINAFTER PROVIDED IN ARTICLE 12; PROVIDED, HOWEVER, EXECUTIVE IS AND SHALL
REMAIN AN AT-WILL EMPLOYEE.
THE TERM OF THIS AGREEMENT WILL EXPIRE ON
FEBRUARY 28, 2010, IF IT HAS NOT EARLIER BEEN TERMINATED, WITHOUT ANY FURTHER
ACTION REQUIRED BY EITHER PARTY HERETO AT THAT TIME.
ARTICLE 3
DUTIES
3.1
EXECUTIVE AGREES TO DEVOTE HER FULL TIME AND EFFORT, TO THE BEST
OF HER ABILITY, TO CARRY OUT HER DUTIES AS SENIOR VICE PRESIDENT, PLANNING &
ALLOCATION AND E-COMMERCE FOR THE PROFIT, BENEFIT AND ADVANTAGE OF THE BUSINESS
OF THE CORPORATION AND ITS RELATED ENTITIES (THE "COMPANY").
EXECUTIVE SHALL
CONTINUE TO REPORT DIRECTLY TO THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION
UNTIL FEBRUARY 28, 2009; SHE SHALL REPORT THEREAFTER TO EITHER (I) THE CHIEF
EXECUTIVE OFFICER OF THE CORPORATION OR (II) SUCH OTHER EXECUTIVE AS IS
DESIGNATED BY THE CHIEF EXECUTIVE OFFICER.
ARTICLE 4
COMPENSATION AND BENEFITS
4.1
EXECUTIVE'S ANNUAL BASE SALARY HEREUNDER WILL INITIALLY BE
$375,000.
EFFECTIVE MARCH 1, 2009, EXECUTIVE'S ANNUAL BASE SALARY SHALL BE
ADJUSTED TO $325,000.
EFFECTIVE JUNE 1, 2009, EXECUTIVE'S ANNUAL BASE SALARY
SHALL BE ADJUSTED TO $250,000.
EXECUTIVE WILL THEREAFTER BE ELIGIBLE FOR
POTENTIAL INCREASES TO HER ANNUAL BASE SALARY BASED ON HER PERFORMANCE AND THE
CORPORATION'S SALARY GUIDELINES, AND SUCH OTHER FACTORS AS ARE DEEMED RELEVANT
BY THE CHIEF EXECUTIVE OFFICER AND/OR THE COMPENSATION COMMITTEE OF THE
CORPORATION'S BOARD OF DIRECTORS
("COMPENSATION COMMITTEE").
EXECUTIVE'S BASE SALARY SHALL BE PAYABLE AT THE
SAME INTERVALS AS THE CORPORATION PAYS OTHER EXECUTIVES.
4.2
AS LONG AS SHE REMAINS EMPLOYED HEREUNDER, EXECUTIVE SHALL BE
ELIGIBLE FOR POTENTIAL EQUITY AWARDS IN ACCORDANCE WITH THE GUIDELINES AND
PARAMETERS THAT ARE USED IN THE NORMAL COURSE OF BUSINESS BY THE COMPENSATION
COMMITTEE.
4.3
EXECUTIVE SHALL CONTINUE TO BE ELIGIBLE TO RECEIVE ANNUAL BONUSES
IN ACCORDANCE WITH THE CORPORATION'S SENIOR EXECUTIVE INCENTIVE PLAN