0001104659-12-067025 Sample Contracts

AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT (Nonqualified Stock Option)
Stock Option Agreement • October 2nd, 2012 • Christopher & Banks Corp • Retail-women's clothing stores • Delaware

This Amendment No. 1, entered into and effective as of October 2, 2012 (this “Amendment”), amends that certain Stock Option Agreement (Nonqualified Stock Option), between Christopher & Banks Corporation, a Delaware corporation (the “Company”), and Joel N. Waller (“Employee”), dated as of December 14, 2011 (the “Option Agreement”). Capitalized terms used herein but not defined herein shall have the meanings given to them in the Option Agreement.

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AMENDED AGREEMENT BETWEEN CHRISTOPHER & BANKS CORPORATION AND JOEL N. WALLER
Amended Agreement • October 2nd, 2012 • Christopher & Banks Corp • Retail-women's clothing stores • Minnesota

THIS AMENDED AGREEMENT is to be effective as of the date it is fully executed (the “Effective Date”), by and between Christopher & Banks Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Corporation”), and Joel N. Waller (“Executive”) and amends and restates in its entirety the Agreement entered into effective January 3, 2012 between Corporation and Executive and previously amended effective February 29, 2012.

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