0001104659-07-034913 Sample Contracts

AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT BY AND BETWEEN
Credit and Security Agreement • May 2nd, 2007 • Christopher & Banks Corp • Retail-women's clothing stores • Minnesota

Christopher & Banks, Inc., Christopher & Banks Company and Christopher & Banks Services Company, each a Minnesota corporation (jointly and severally, the “Borrower” and each a “Borrower” as the context requires), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”) entered into that certain Amended and Restated Revolving Credit and Security Agreement dated March 15, 1999 (the “1999 Credit Agreement”). The Borrower and the Lender, through its WELLS FARGO BUSINESS CREDIT operating division, wish to extend the term of the 1999 Credit Agreement, increase the amount of the revolving credit commitment thereunder and make certain other changes in the terms and conditions under which the Lender provides to the Borrower the revolving credit commitment. In order to accomplish the foregoing, the parties have agreed to execute and deliver this Amended and Restated Credit and Security Agreement.

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STOCK OPTION AGREEMENT Pursuant to CHRISTOPHER & BANKS CORP. (Qualified Stock Option)
Stock Option Agreement • May 2nd, 2007 • Christopher & Banks Corp • Retail-women's clothing stores

This STOCK OPTION AGREEMENT (the “Agreement”) made as of between Christopher & Banks Corp. (the “Company”) and the above-named individual, an employee of the Company or one of its subsidiaries (the “Employee”), to record the granting of an option pursuant to the Company’s 2005 Stock Incentive Plan (the “Plan”). Except as otherwise defined herein, capitalized terms contained in this Agreement shall have the same meaning as set forth in the Plan.

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • May 2nd, 2007 • Christopher & Banks Corp • Retail-women's clothing stores • Minnesota

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

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Employment Agreement • May 2nd, 2007 • Christopher & Banks Corp • Retail-women's clothing stores

WHEREAS, the Corporation and Executive are parties to an existing Executive Employment Agreement dated June 12, 2006 (hereinafter referred to as “Executive Employment Agreement”); and

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