Exhibit 10.2
AGREEMENT
BETWEEN
CHRISTOPHER & BANKS CORPORATION
AND
RODNEY CARTER
THIS AGREEMENT is to be effective as of the date it is fully executed (the
"Effective Date"), by and between Christopher & Banks Corporation, a corporation
duly organized and existing under the laws of the State of Delaware (the
"Corporation") and Rodney Carter ("Executive").
PREAMBLE
Executive has been offered and has accepted the position of Executive Vice
President, Chief Financial Officer ("EVP, CFO") and his employment in that
capacity shall commence after the Effective Date.
Therefore based upon the
mutual promises contained in this Agreement and other consideration, the parties
have agreed to execute this Agreement containing the following terms and
conditions:
ARTICLE 1
EMPLOYMENT
1.1
THE CORPORATION HEREBY EMPLOYS EXECUTIVE, AND EXECUTIVE AGREES TO
BE EMPLOYED BY THE CORPORATION AS EVP, CFO, AND EXECUTIVE AGREES TO PERFORM SUCH
DUTIES AS ARE CUSTOMARILY INCIDENT TO SUCH POSITION AND SUCH OTHER DUTIES WHICH
MAY BE ASSIGNED TO EXECUTIVE FROM TIME TO TIME BY THE CHIEF EXECUTIVE OFFICER
AND/OR THE BOARD OF DIRECTORS OF THE CORPORATION.
ARTICLE 2
AT-WILL EMPLOYMENT
2.1
EXECUTIVE ACKNOWLEDGES THAT EMPLOYMENT WITH THE CORPORATION IS ON
AN AT-WILL BASIS.
ARTICLE 3
DUTIES
3.1
EXECUTIVE AGREES TO DEVOTE EXECUTIVE'S FULL TIME AND EFFORT, TO
THE BEST OF EXECUTIVE'S ABILITY, TO CARRY OUT THE DUTIES OF EVP, CFO FOR THE
PROFIT, BENEFIT AND ADVANTAGE OF THE BUSINESS OF THE CORPORATION.
EXECUTIVE
SHALL REPORT DIRECTLY TO THE CHIEF EXECUTIVE OFFICER OF THE CORPORATION.
ARTICLE 4
COMPENSATION AND BENEFITS
4.1
EXECUTIVE'S ANNUAL BASE SALARY WILL BE $475,000.
EXECUTIVE'S BASE
SALARY SHALL BE REVIEWED AND INCREASES, IF ANY, SHALL BE AWARDED TO EXECUTIVE BY
THE BOARD OF DIRECTORS OR ITS
COMPENSATION COMMITTEE IN ITS OR THEIR SOLE DISCRETION.
EXECUTIVE'S BASE SALARY
SHALL BE PAYABLE AT THE SAME INTERVALS AS THE CORPORATION PAYS ITS OTHER
EXECUTIVES.
4.2
EXECUTIVE SHALL BE ELIGIBLE TO RECEIVE ANNUAL BONUSES IN
ACCORDANCE WITH AND SUBJECT TO THE TERMS AND CONDITIONS OF THE CORPORATION'S
SENIOR EXECUTIVE INCENTIVE PLAN AS IN EFFECT AND APPROVED BY THE BOARD OF
DIRECTORS OR ITS COMPENSATION COMMITTEE FROM TIME TO TIME PROVIDED HOWEVER,
CORPORATION AND EXECUTIVE ACKNOWLEDGE THAT EXECUTIVE'S OFFER LETTER CONTAINS
ADDITIONAL PROVISIONS WITH RESPECT TO EXECUTIVE'S BONUS AND BONUS POTENTIAL FOR
FISCAL 2010.
4.3
SUBJECT TO THE CURRENT AND FUTURE TERMS AND CONDITIONS OF SUCH
PLANS AND PROGRAMS, EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE IN THE VARIOUS
EMPLOYEE BENEFIT PLANS AND PROGRAMS WHICH ARE APPLICABLE TO ALL OF THE SENIOR
EXECUTIVES OF THE CORPORATION INCLUDING, BUT NOT LIMITED TO, MEDICAL, DENTAL,
LIFE AND DISABILITY INSURANCE, PAID-TIME-OFF AND OTHER BENEFITS.
ARTICLE 5
COOPERATION
5.1
DURING YOUR EMPLOYMENT AND FOR ONE (1) YEAR THEREAFTER, YOU AGREE
TO COOPERATE FULLY WITH THE CORPORATION, INCLUDING ITS ATTORNEYS OR ACCOUNTANTS,
IN CONNECTION WITH ANY POTENTIAL OR ACTUAL LITIGATION, OTHER REAL OR POTENTIAL
DISPUTES, INTERNAL INVESTIGATIONS OR GOVERNMENT INVESTIGATIONS, WHICH DIRECTLY
OR INDIRECTLY INVOLVES THE COMPANY.
YOU AGREE TO APPEAR AS A WITNESS
VOLUNTARILY UPON THE CORPORATION'S REQUEST REGARDLESS OF WHETHER SERVED WITH A
SUBPOENA AND BE