Exhibit 10.2
RESTRICTED
STOCK AGREEMENT
THIS
RESTRICTED STOCK AGREEMENT is made effective as of the 31st day of
August, 2007, between Christopher & Banks Corporation, a
Delaware corporation (the “Company”), and Lorna Nagler
(“Employee”).
1.
Award .
(a)
Shares . Pursuant to the Christopher &
Banks Corporation 2005 Stock Incentive Plan, as amended (the
“Plan”), Forty Thousand (40,000) 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 then subject to the Forfeiture Restrictions (as
hereinafter defined), and in the event of termination of
Employee’s employment with the Company or employing
subsidiary for any reason other than (i) normal retirement on or
after age sixty-five, (ii) death or (iii) disability as determined
by the Company or employing subsidiary, or except as otherwise
provided in the penultimate sentence of subparagraph (b) of this
Paragraph 2, Employee shall, for no consideration, forfeit to the
Company all Restricted Shares to the extent then subject to the
Forfeiture Restrictions. The prohibition against transfer and
the obligation to forfeit and surrender Restricted Shares to the
Company upon termination of employment are herein referred to as
“Forfeiture Restrictions.” The Forfeiture
Restrictions shall be binding upon and enforceable against any
transferee of Restricted Shares.
(b)
Lapse of Forfeiture
Restrictions .
The Forfeiture Restrictions shall lapse as to the Restricted Shares
on May 31, 2008, provided that (i) Employee has been
continuously employed by the Company through that date and has not
given any notice of resignation before or on that date and (ii)
prior to that date Employee has delivered to the Company’s
Board of Directors a strategic plan for the Acorn Division together
with a schedule for implementation of the plan. Notwithstanding the foregoing, the
Forfeiture Restrictions shall lapse as to all of the Restricted
Shares on the earlier of (i) the occurrence of a
1
Change in Control (as
such term is defined in Section 10 of the Plan), or (ii) the date
Employee’s employment with the Company is terminated by
reason of death, disability (as determined by the Company or
employing subsidiary) 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”) may, in the Committee’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. If the Employee
is not, and was not during any portion of Employee’s term of
employment, obligated to file reports with respect to the
Company’s equity securities pursuant to Section 16(a) of the
Securities Exchange Act of 1934, as amended, the Committee may
delegate its authority to approve the lapse of forfeiture
restrictions as set forth in preceding sentence to such designee as
the Committee deems appropriate in its sole discretion.
(c)
Certificates . A certificate evidencing the
Restricted Shares shall be issued by the
