RESTRICTED STOCK AGREEMENT

Exhibit 10.3

RESTRICTED STOCK AGREEMENT

(Time-Based Vesting)

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the      day of                 , 200   , between Christopher & Banks Corporation, a Delaware corporation (the “Company”), and                            (“Employee”).

1.             Award .

(a)           Shares .  Pursuant to the Christopher & Banks Corporation 2005 Stock Incentive Plan, as amended (the “Plan”),                                        (                    ) shares (the “Restricted Shares”) of the Company’s common stock, par value $0.01 per share (“Common 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.  Except as otherwise defined herein, capitalized terms contained in this Agreement shall have the same meaning as set forth in the Plan.

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 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 second to last sentence of subsection (b) of this Section 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.

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(b)           Lapse of Forfeiture Restrictions .  The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule, provided that Employee has been continuously employed by the Company (or any wholly owned or majority owned subsidiary of the Company) from the date of this Agreement through the lapse date:

Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a 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 the 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 the 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 Company in Employee’s name, or at the option of the Company, in the name of a nominee of the Company, pursuant to which Employee shall have voting rights and shall be entitled to receive all dividends unless and until the Restricted Shares are forfeited pursuant to the provision