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 available to attend depositions, court proceedings, consultations or meetings regarding investigations, litigation or potential litigation as requested by the Corporation.  With respect to the one (1) year period following the termination of your employment, the Company acknowledges that these cooperation obligations, if exercised, will impose on your time and could likely interfere with other commitments you may have in the future.  Consequently, the Company shall attempt to schedule such depositions, court proceedings, consultations or meetings in coordination with your schedule and to allow you to participate telephonically as appropriate but you recognize that scheduling of certain court proceedings, including depositions and trials, may be beyond the Company’s control and that for some matters or proceedings your physical presence may be required.  The Company agrees to reimburse you for the out-of-pocket expenditures actually and reasonably incurred by you in connection with the performance of services contemplated by this Article 5.1, including hotel accommodations, coach airfare, transportation and meals consistent with the Company’s generally applicable expense reimbursement policies.  It is expressly understood by the parties that the payment or reimbursement of expenses by the Company to you under this Article 5.1 shall be an exchange for your time and is not intended or understood to be dependent upon the character or content of any information you disclose in good faith in any such proceedings, meetings or consultations.

ARTICLE 6
DEFINITIONS

6.1            “Cause” shall mean (i) any fraud, misappropriation or embezzlement by Executive in connection with the business of the Corporation and its subsidiaries and affiliates (such entities together with the Corporation collectively referred to as the “Company”), (ii) any conviction of (including any plea of guilty or no contest to) a felony or a gross misdemeanor by

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Executive, (iii) any gross neglect or persistent neglect by Executive to perform the duties assigned to Executive or any other act that can be reasonably expected to cause substantial economic or reputational injury to the Company (iv) any material breach of Articles 5, 7 or 8 of this Agreement; or (v) any material violation of the Company’s written policies, procedures or codes of conduct.  Provided further that in connection with clauses (iii) — (v), Executive shall first have received a written notice from the Corporation’s Chief Executive Officer or the Board of Directors that summarizes and reasonably describes the manner in which Executive has persistently neglected his duties, engaged in an act reasonably expected to cause substantial harm, materially breached Articles 5, 7 or 8 of the Agreement, or materially violated a Company policy, procedure or Code of Conduct (the “Event”) and, to the extent the Event is capable of being cured, Executive shall have fourteen (14) days to cure the same, but the Corporation is not required to give written notice of nor shall Executive have a period to cure the same or any similar failure which was the subject of an earlier written notice to Executive under this Article 6.1.

6.2            “Confidential Information” means any information that is not generally known outside the Company, including trade secrets, and that is proprietary to the Company, relating to any phase of the Company’s existing or reasonably foreseeable business which is disclosed or conveyed to Executive during Executive’s employment by the Corporation including information conceived, discovered or developed by Executive.  Confidential Information includes, but is not limited to, business plans; strategic plans and initiatives; financial statements and projections; new store plans or locations; payroll and personnel records; marketing materials and plans; product designs; supplier information; customer information; customer lists; project lists; price information and cost information; or other information that is designated by the Company as “Confidential” or other similar designation.

6.3            A “Competitor” means any person or organization (1) which is a women’s specialty apparel store retailer whose operations on the date of termination of Executive’s employment compete with to a considerable degree any of the Corporation’s Christopher & Banks, or C.J. Banks or that of any additional store brand or concept developed or acquired by the Company on or before Executive’s last day of employment with the Corporation, and which includes but is not limited to:  The Cato Corporation, Talbots, Inc., Chico’s FAS, Inc., Coldwater Creek, Inc., The Limited, Inc., Dress Barn, Inc., United Retail Group, Inc., Charming Shoppes, Inc., New York and Company, Bebe, Charlotte Russe, or Ann Taylor; and (2) the following department stores and large box retailers:  Kohls, J.C. Penney and Sears.  “Competitor” shall also include all divisions, s