UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May
2
, 2013
CHRISTOPHER & BANKS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-31390
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06-1195422
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(Commission File Number)
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(IRS Employer Identification No.)
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2400 Xenium Lane North
Plymouth, Minnesota 55441
(Address of Principal Executive Offices) (Zip Code)
(763) 551-5000
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On May
2
, 2013, Christopher & Banks Corporation (the "Company") and LuAnn Via entered into an amendment (the "Amendment") to the Employment Agreement between the Company and Ms. Via entered into as of October 29, 2012 (the "Agreement"). The Amendment:
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Deletes Section 4.5 of the Agreement, as Ms. Via has agreed to forego and irrevocably waive the payment of the make-whole bonus provided for in Section 4.5 of the Agreement.
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Amends clause (3) of Section 4.11 to cap Ms. Via's temporary living expenses at $11,000 in the aggregate, and to pay Ms. Via $22,264.50 for certain closing costs incurred by her in purchasing a residence in Minneapolis, Minnesota and selling a residence in Lawrence, Kansas.
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No other terms or conditions of the Agreement were amended by the Amendment.
The foregoing summary of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits.
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10.1
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Amendment No. 1, dated May
2
, 2013, to the Employment Agreement between Christopher & Banks Corporation and LuAnn Via entered into as of October 29, 2012.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CHRISTOPHER & BANKS CORPORATION
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Date: May
3
, 2013
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By:
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/s/ Luke R. Komarek
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Luke R. Komarek
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Senior Vice President,
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General Counsel
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CHRISTOPHER & BANKS CORPORATION
EXHIBIT INDEX TO FORM 8-K
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Date of Report:
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Commission File No.:
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May
2
, 2013
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001-31390
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CHRISTOPHER & BANKS CORPORATION
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Exhibit Number
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Description
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10.1
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Amendment No. 1, dated May
2
, 2013, to the Employment Agreement between Christopher & Banks Corporation and LuAnn Via entered into as of October 29, 2012.
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AMENDMENT NO. 1 TO THE
EMPLOYMENT AGREEMENT
BETWEEN
CHRISTOPHER & BANKS CORPORATION
AND
LUANN VIA
This AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT (this “Amendment”) is made as of the
2
nd
day of May, 2013, between Christopher & Banks Corporation, a Delaware corporation (the “Corporation”), and LuAnn Via (the “Executive”).
RECITALS
The Corporation and the Executive entered into an Employment Agreement as of October 29, 2013 (the “Agreement”). The Corporation and the Executive desire to make certain modifications to the Agreement.
Section 4.5 of the Agreement provides for a guaranteed bonus to be paid to Executive (the “make-whole bonus”). Executive has agreed to forego and irrevocably waive the payment of the make-whole bonus.
Section 4.11 of the Agreement provides for certain relocation benefits to be paid to Executive, which relocation payments include the payment of up to $5,000 per month for up to six (6) months of temporary living expenses, representing a potential cost to the Company of up to $30,000 in the aggregate.
Executive has purchased a residence in Minneapolis, Minnesota, resulting in the cessation of her temporary living expenses to be paid by the Company, such that the total temporary living expenses paid by the Company to her is less than $11,000.
Executive has incurred various closing costs associated with the Minneapolis, Minnesota purchase and the sale of a residence in Lawrence, Kansas, and the Company has agreed to pay a portion of those closing costs, in the amount of $22,264.50.
Section 17.2 of the Agreement provides that amendments to the Agreement must be in writing and signed by each of the parties to the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and the Executive hereby agree to amend and modify the Agreement, effective as of the date hereof, as follows:
1.
In order to reflect Executive’s agreement to forego and irrevocably waive the right to receive, and the obligation of the Company to pay, the make-whole bonus described in Section
4.5 of the Agreement, the parties agree that Section 4.5 of the Agreement shall be deleted in its entirety and replaced with the following:
“Section 4.5
Intentionally Omitted
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2.
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Clause (3) of Section 4.11 is hereby amended in its entirety to read:
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“(3) pay temporary living expenses while Executive secures a more permanent place of residence in the Minneapolis-St. Paul area, such expenses not to exceed $11,000 in the aggregate, and to pay to Executive $22,264.50 for certain closing costs incurred by Executive in purchasing a residence in Minneapolis, Minnesota and selling a residence in Lawrence, Kansas owned by Executive.”
3.
No other terms or conditions of the Agreement are amended hereby, and all such terms and conditions of the Agreement shall remain in full force and effect.
4.
The parties hereby agree that this Amendment shall be construed in accordance with the internal laws of the State of Minnesota without regard to the conflict of laws thereof.
IN WITNESS WHEREOF, the Corporation and the Executive have executed this Amendment as of the date and year first written above.
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CHRISTOPHER & BANKS CORPORATION
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By:
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/s/ Paul L. Snyder
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Name:
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Paul L. Snyder
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Title:
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Chair of the Board of Directors
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EXECUTIVE
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/s/ LuAnn Via
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LuAnn Via
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