EXHIBIT 10.1
EXHIBIT A
AMENDMENT NO. 1 TO THE
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN
CHRISTOPHER & BANKS CORPORATION
AND
LORNA NAGLER
This AMENDMENT NO.
1 TO THE EXECUTIVE EMPLOYMENT AGREEMENT (this
“Amendment”) is made as of the
day of
,
2008, between Christopher & Banks Corporation, a Delaware
corporation (the “Corporation”), and Lorna Nagler (the
“Executive”).
WHEREAS, the
Corporation and the Executive entered into the Executive Employment
Agreement dated August 30, 2007 (the
“Agreement”);
WHEREAS, the
Corporation and the Executive desire to make certain modifications
to the Agreement to reflect governance actions taken by the Board
of Directors since the date of the Agreement and to reflect more
accurately the understandings of the parties with respect to
certain of the subjects covered thereby; and
WHEREAS,
Article 20 provides that modifications to the Agreement must
be in writing and signed by the parties to the
Agreement.
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Corporation and the Executive
hereby agree to amend the Agreement, effective as of the date
hereof, as follows:
1.
The second sentence in Section 4.1 of the Agreement is hereby
amended in its entirety to read as follows:
“If this
Agreement remains in effect after the close of fiscal year 2010,
for each fiscal year thereafter, Executive’s base salary
shall be reviewed and adjustments, if any, shall be determined by
the Compensation Committee of the Board of Directors of the
Corporation (or any successor committee thereto, the
“Compensation Committee”) in its sole discretion;
however, such base salary cannot be reduced below $850,000 or the
Executive’s base salary for fiscal year 2010, whichever is
higher.”
2.
The third and fourth sentences in Section 4.2 of the Agreement
are hereby amended in their entirety to read as follows:
“On the date of
the Corporation’s first Board of Director’s meeting in
2008, the Corporation shall grant to Executive non-qualified stock
options covering 1,300 shares, effective as of April 14, 2008,
and vesting to the
extent of 434 shares on
August 31, 2008 with an additional 433 shares vesting on each
of August 31, 2009 and August 31, 2010, respectively,
assuming Executive continues to be employed with the Corporation on
such dates. The exercise price of such stock options will be
the closing price of the Corporation’s Common Stock on the
New York Stock Exchange on April 14, 2008.”
3.
The first sentence in Section 4.3 of the Agreement is hereby
amended in its entirety to read as follows:
“As of the
effective date of this Agreement, the Corporation shall grant to
Executive 40,000 shares of its Common Stock as a restricted stock
grant and, provided Executive continues to be employed by the
Corporation as its Chief Executive Officer and has not given any
notice of resignation before or on such dates, effective on the
first day in the Corporation’s trading window in 2008, 2009,
2010 and 2011 following the issuance and announcement of the prior
year’s earnings, the Corporation shall grant to Executive
additional restricted stock grants of 40,000 shares of the
Corporation’s Common Stock on each such
date.”
4.
Section 4.7 of the Agreement is hereby amended in its entirety
to read as follows:
“Executive shall
be entitled, during each full calendar year in which this Agreement
remains in effect, to 23 days of paid time off (“PTO”),
and a pro rata portion thereof for any partial calendar year of
employment. Except as expressly provided in the
Corporation’s PTO policy, any PTO not used during any such
calendar year may not be carried forward to any succeeding calendar
year and shall be forfeited. Employee shall not be entitled
to receive any payment in cash for PTO remaining unused at the end
of any year. At separation from
