Exhibit 10.1

NON-QUALIFIED STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this “Agreement”) is made effective after the close of business on the            day of           , 20          , between Christopher & Banks Corporation, a Delaware corporation (the “Company”), and the above-named individual, an employee of the Company or one of its subsidiaries (“Employee”).

1.              Grant of Option .  Pursuant to the Second Amended and Restated Christopher & Banks Corporation 2005 Stock Incentive Plan (the “Plan), the Company hereby grants to Employee, effective as of the date of grant listed above and subject to the terms and conditions of the Plan and this Agreement, a non-qualified option to purchase from the Company an aggregate of            shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at the purchase price of $           per share, such option to be exercisable as hereinafter provided.

2.              Expiration Date .  This option shall expire on the 10 year anniversary of the date of grant (the “Expiration Date”).

3.              Exercise of Option .  Subject to Section 8 hereof and the last sentence of this Section 3, this option shall become exercisable with respect to            shares of Common Stock on the first anniversary of the date of grant of this option, with respect to an additional            shares on the second anniversary of the date of grant, and with respect to the remaining            shares on the third anniversary of the date of grant, as reflected in the following table:

This option may be partially exercised from time to time within such percentage limitations.  This option may not be exercised after the Expiration Date.  Notwithstanding the foregoing, this option shall not be exercisable for a fractional share of Common Stock.  Any exercise of this option shall be made in writing, using such form as is approved by the Company

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and duly executed and delivered to the Company specifying the number of shares as to which the option is being exercised.  Notwithstanding the vesting schedule set forth in the first paragraph of this Section 3, effective immediately prior to a Change in Control (as such term is defined in Section 10 of the Plan), this option, to the extent it shall not otherwise have become vested and exercisable, shall automatically become fully and immediately vested and exercisable.

4.              Payment of Option Exercise Price .  On the date of any exercise of this option, the purchase price of the shares as to which this option is being exercised shall be due and payable and shall be made (i) in cash or by cash equivalent acceptable to the Committee; (ii) by delivery of shares of Common Stock held by Employee for more than six (6) months (or such period as the Committee may deem appropriate, for accounting purposes or otherwise), any such shares so delivered to be deemed to have a value per share equal to the Fair Market Value of the shares on such date; (iii) through an open-market, broker-assisted sales transaction pursuant to which the Company is promptly delivered the amount of proceeds necessary to satisfy the exercise price; or (iv) by a combination of the methods described above, as approved by the Committee.

5.              Option Nontransferable .  This option is not transferable otherwise than by will or the laws of descent or distribution and, during Employee’s lifetime, is exercisable only by Employee or his or her guardian or legal representative.

6.              Rights as a Shareholder .  Employee shall have no rights as a shareholder with respect to any of the shares covered by this option until the date of issuance to Employee of a stock certificate or other evidence of the issuance for such shares, and no adjustment shall be made for any dividends or other rights if the record date of such dividends or other rights is prior to the date such stock certificate or other evidence of the issuance for such shares is issued.

7.              Restrictions on Issuance of Shares .  Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Common Stock may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law.  The Company shall not be obligated to issue or deliver any shares of Common Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.  In addition, the grant of this option and the delivery of any shares of Common Stock pursuant to this Agreement are subject to any clawback policies the Company may adopt in compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Section 10D of the Securities Exchange Act of 1934 and any applicable rules and regulations of the Securities and Exchange Commission.

8.              Termination of Employment .

(a)            The option granted pursuant to this Agreement shall terminate immediately upon the termination of Employee’s employment by the Company or any subsidiary for “cause” as that term is defined in the Plan unless Employee is a party to an employment (or similar) agreement with the Company or any subsidiary that defines the word “cause,” in which case such definition shall apply for purposes of this Agreement.  If Employee’s employment is terminated as a result of Employee’s disability (as defined below) or death, the option granted

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pursuant to this Agreement may be exercised by Employee’s legal representative, heir or devisee, as appropriate within one year from the date of disability or death.  If Employee’s employment is terminated by Employee or the Company for any reason other than cause, disability or death, such option may be exercised within ninety (90) days following the date of termination.  Notwithstanding the preceding sentence, the Company may terminate and cancel such option during the ninety (90) day period referred to in the preceding sentence if the Company’s Board of Directors or the Committee has determined that Employee has, before or after the termination of employment, materially breached the terms of any agreement between Employee and the Company including any employment, confidentiality, or noncompete agreement, violated in a material way any Company policy or engaged in any other act that can be reasonably expected to cause substantial economic or reputational injury to the Company.  Notwithstanding the foregoing, such option (or any portion thereof) which is not exercisable on the date of termination of employment shall not be exercisable thereafter without the consent of the Committee.  For purposes of this Agreement, “disability” shall mean any physical or mental condition which would qualify Employee for a disability benefit under any long-term disability plan then maintained by the Company or the employing subsidiary.

(b)            Nothing contained in this Section shall be interpreted or have the effect of extending the period during which an option may be exercised beyond the Expiration Date provided in this Agreement or established by law or regulation. Death of Employee subsequent to termination shall not extend such period.

9.              Exchange of Shares in Corporate Transactions .  If, pursuant to any reorganization, sale or exchange of assets, consolidation or merger, outstanding Common Stock of the Company is or would be exchanged for other securities of the Company or of another corporation which is a party to such transaction, or for property, this option shall apply to the securities or property into which the Common Stock covered hereby would have been changed or for which such Common Stock would have been exchanged had such Common Stock been outstanding at the time.

10.            Plan Controls .  Employee hereby agrees to be bound by all of the terms and provisions of the Plan, including any which may conflict with those contained in this Agreement.  The Plan is hereby incorporated by reference into this Agreement, and this Agreement is subject in all respects to the terms and conditions of the Plan.  In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.  Except as otherwise defined herein, capitalized terms contained in this Agreement shall have the same meaning as set forth in the Plan.

11.            Income Tax Matters .  In order to comply with all applicable federal, state or local income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state or local payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Employee, are withheld or collected from Employee.  In accordance with the terms of the Plan, and such rules as may be adopted by the Committee under the Plan, Employee may elect to satisfy Employee’s tax withholding obligations arising from the exercise of the option by (i) delivering cash, a check (bank check, certified check or personal check) or a money order payable to the Company on or before the

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option exercise date, (ii) having the Company withhold a portion of the shares of Common Stock otherwise to be delivered upon exercise of the option having a Fair Market Value equal to the amount of such taxes, (iii) delivering to the Company on or before the option exercise date shares of Common Stock held by Employee for more than six (6) months (or such period as the Committee may deem appropriate for accounting purposes or otherwise) having a Fair Market Value equal to the amount of such taxes, or (iv) a combination of the methods described above, as approved by the Committee.  If the number of shares of Common Stock to be delivered to Employee is not a whole number, then the number of shares of Common Stock shall be rounded down to the nearest whole number.  Employee’s election regarding satisfaction of withholding obligations must be made on or before the option exercise date.

12.            Employment Relationship .  Nothing in this Agreement shall be construed as constituting a commitment, guaranty, agreement, or understanding of any kind or nature that the Company or its subsidiaries shall continue to employ Employee, and this Agreement shall not affect in any way the right of the Company or any of its subsidiaries to terminate the employment of Employee.  For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company, any successor corporation or a parent or subsidiary corporation of the Company or any successor corporation.  Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee, or its delegate, as appropriate, and its determination shall be final.

13.            Committee’s Powers .  No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee or, in a delegate to the extent of such delegation, pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan, including, without limitation, the right to make certain determinations and elections with respect to the option.

14.            Binding Effect .  This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all lawful successors to Employee permitted under the terms of the Plan.

15.            Governing Law .  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to the principles of conflicts of laws.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Employee has executed this Agreement, all effective as of the date first above written.

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Exhibit 10.2

RESTRICTED STOCK AGREEMENT

(Time-Based Vesting)

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made effective as of the 18 th  day of April, 2011, between Christopher & Banks Corporation, a Delaware corporation (the “Company”), and            (“Employee”).

1.                                        Award .

(a)                                   Shares .  Pursuant to the Second Amended and Restated Christopher & Banks Corporation 2005 Stock Incentive Plan (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 execution hereof by Employee and upon satisfaction of the conditions of this Agreement.

(c)                                   Plan Controls .  Employee hereby agrees to be bound by all of the terms and provisions of the Plan, including any which may conflict with those contained in this Agreement.  The Plan is hereby incorporated by reference into this Agreement, and this Agreement is subject in all respects to the terms and conditions of the Plan.  In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.  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) death or (ii) disability, as defined below, or except as otherwise provided in the 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.  For purposes of this Agreement, “disability” shall mean any physical or mental condition which would qualify Employee for a disability benefit under any long-term disability plan then maintained by the Company or the employing subsidiary.

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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 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 or disability, as defined above.  In the event Employee’s employment is terminated for any other reason, 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.

(c)                                   Issuance and Custody of Certificates .  The Company shall cause the Restricted Shares to be issued in Employee’s name, either by book-entry registration or issuance of a stock certificate or certificates, 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 provisions of this Agreement.  The Restricted Shares shall be restricted from transfer and shall be subject to an appropriate stop-transfer order.  If any certificate is issued, the certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement.  If a certificate is issued, upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions.

Upon the lapse of the Forfeiture Restrictions without forfeiture, and following payment of the applicable withholding taxes pursuant to Section 3 hereof, the Company shall cause the shares upon which Forfeiture Restrictions lapsed (less any shares withheld to pay taxes), free of the restrictions and/or legend described above, to be delivered, either by book-entry registration or in the form of a certificate or certificates, registered in Employee’s name or in the names of Employee’s legal representatives, beneficiaries or heirs, as the case may be.

Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Common Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any

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national securities exchange or any requirements under any law.  The Company shall not be obligated to issue or deliver any shares of Common Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.  In addition, the grant of the Restricted Shares and the delivery of any shares of Common Stock pursuant to this Agreement are subject to any clawback policies the Company may adopt in compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Section 10D of the Securities Exchange Act of 1934 and any applicable rules and regulations of the Securities and Exchange Commission.

3.                                        Income Tax Matters .  In order to comply with all applicable federal, state or local income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state or local payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Employee, are withheld or collected from Employee.  In accordance with the terms of the Plan, and such rules as may be adopted by the Committee under the Plan, Employee may elect to satisfy Employee’s tax withholding obligations arising from the receipt of, or the lapse of restrictions relating to, the Restricted Shares, by (i) delivering cash, a check (bank check, certified check or personal check) or a money order payable to the Company, (ii) having the Company withhold a portion of the Restricted Shares otherwise to be delivered having a Fair Market Value equal to the amount of such taxes, (iii) delivering to the Company shares of Common Stock held by Employee for more than six (6) months (or such period as the Committee may deem appropriate for accounting purposes or otherwise) having a Fair Market Value equal to the amount of such taxes, or (iv) a combination of the methods described above, as approved by the Committee.  If the number of shares of Common Stock to be delivered to Employee is not a whole number, then the number of shares of Common Stock shall be rounded down to the nearest whole number.  Employee’s election regarding satisfaction of withholding obligations must be made on or before the date that the amount of tax to be withheld is determined.

4.                                        Employment Relationship .  Nothing in this Agreement shall be construed as constituting a commitment, guaranty, agreement, or understanding of any kind or nature that the Company or its subsidiaries shall continue to employ the Employee, and this Agreement shall not affect in any way the right of the Company or any of its subsidiaries to terminate the employment of the Employee.  For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company, any successor corporation or a parent or subsidiary corporation of the Company or any successor corporation.  Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee, or its delegate, as appropriate, and its determination shall be final.

5.                                        Committee’s Powers .  No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee or, in a delegate to the extent of such delegation, pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan, including, without limitation, the right to make certain determinations and elections with respect to the Restricted Shares.

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6.                                        Binding Effect .  This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all lawful successors to Employee permitted under the terms of the Plan.

7.                                        Governing Law .  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to the principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Employee has executed this Agreement, all effective as of the date first above written.

(This space intentionally left blank.)

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Please Check the Appropriate Item (One of the lines must be checked):

o   I do not desire the alternative tax treatment provided for in the Internal Revenue Code Section 83(b).

o   I do desire the alternative tax treatment provided for in Internal Revenue Code Section 83(b) and desire that forms for such purpose be forwarded to me.

* I acknowledge that the Company has urged me to consult with a tax consultant or advisor of my choice before the above block is checked.

Please furnish the following information for shareholder records:

PROMPTLY NOTIFY THIS OFFICE OF ANY CHANGE IN ADDRESS.

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Exhibit 10.3

RESTRICTED STOCK AGREEMENT

(Performance-Based Vesting)

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made effective as of the            day of           , 20           (the “Effective Date”), between Christopher & Banks Corporation, a Delaware corporation (the “Company”), and            (“Employee”).

1.                                        Award .

(a)                                   Shares .  Pursuant to the Second Amended and Restated Christopher & Banks Corporation 2005 Stock Incentive Plan (the “Plan”), the number of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), equal to the number of Restricted Shares at the Maximum Award Level specified in Exhibit A (the “Restricted Shares”) 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 execution hereof by Employee and upon satisfaction of the conditions of this Agreement.

(c)                                   Plan Controls .  Employee hereby agrees to be bound by all of the terms and provisions of the Plan, including any which may conflict with those contained in this Agreement.  The Plan is hereby incorporated by reference into this Agreement, and this Agreement is subject in all respects to the terms and conditions of the Plan.  In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.  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)                                   Performance-Based Forfeiture Restrictions .  Unless or until the performance criteria described in Exhibit A are met, the Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of.  Employee shall, for no consideration, forfeit to the Company all Restricted Shares subject to the Performance-Based Forfeiture Restrictions (as hereinafter defined) that do not vest in accordance with Exhibit A.  The prohibition against transfer and the obligation to forfeit and surrender Restricted Shares to the Company upon failure to meet the performance criteria in Exhibit A are herein referred to as “Performance-Based Forfeiture Restrictions”.

(b)                                  Time-Based 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 Time-Based 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) death or (ii) disability, as defined below, or

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except as otherwise provided in the last sentence of subsection (c) of this Section 2, Employee shall, for no consideration, forfeit to the Company all Restricted Shares to the extent then subject to the Time-Based 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 “Time-Based Forfeiture Restrictions”.  The Performance-Based Forfeiture Restrictions and the Time-Based Forfeiture Restricted are collectively referred to herein as the “Forfeiture Restrictions”.  For purposes of this Agreement, “disability” shall mean any physical or mental condition which would qualify Employee for a disability benefit under any long-term disability plan then maintained by the Company or the employing subsidiary.

(c)                                   Lapse of Forfeiture Restrictions .  The Performance-Based Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with, and to the extent provided in, Exhibit A.  The Time-Based Forfeiture Restrictions shall lapse as to the Issued Restricted Shares (as defined in Exhibit A) in accordance with the following schedule and subject to the provisions of Exhibit A, provided that Employee has been continuously employed by the Company (or any 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 or the Issued Restricted Shares (once determined) 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 or disability, as defined above.  In the event Employee’s employment is terminated for any other reason, the Company’s Compensation Committee (the “Committee”) may, in the Committee’s sole discretion, approve the lapse of Time-Based Forfeiture Restrictions as to any or all Issued 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.

(d)                                  Issuance and Custody of Certificates .  The Company shall cause the Restricted Shares to be issued in Employee’s name, either by book-entry registration or issuance of a stock certificate or certificates.  Employee shall not have any voting rights with respect to the Restricted Shares unless and until they are designated as Issued Restricted Shares (as defined in Exhibit A).  Employee shall not be entitled to receive any dividends paid by the Company on its Common Stock with respect to the Restricted Shares unless and until they are designated as Issued Restricted Shares and then only to the extent that dividends are declared after the number of Issued Restricted Shares is determined.  Employee shall forfeit such voting and dividend

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rights at such time, if at all, as the Issued Restricted Shares are forfeited pursuant to the provisions of this Agreement.  The Restricted Shares shall be restricted from transfer and shall be subject to an appropriate stop-transfer order.  If any certificate is issued, the certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement.  If a certificate is issued, upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions.

Upon the lapse of the Forfeiture Restrictions without forfeiture, and following payment of the applicable withholding taxes pursuant to Section 3 hereof, the Company shall cause the shares upon which Forfeiture Restrictions lapsed (less any shares withheld to pay taxes), free of the restrictions and/or legend described above, to be delivered, either by book-entry registration or in the form of a certificate or certificates, registered in Employee’s name or in the names of Employee’s legal representatives, beneficiaries or heirs, as the case may be.

Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Common Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law.  The Company shall not be obligated to issue or deliver any shares of Common Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.  In addition, the grant of the Restricted Shares and the delivery of any shares of Common Stock pursuant to this Agreement are subject to any clawback policies the Company may adopt in compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Section 10D of the Securities Exchange Act of 1934 and any applicable rules and regulations of the Securities and Exchange Commission.

3.                                        Income Tax Matters .  In order to comply with all applicable federal, state or local income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state or local payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Employee, are withheld or collected from Employee.  In accordance with the terms of the Plan, and such rules as may be adopted by the Committee under the Plan, Employee may elect to satisfy Employee’s tax withholding obligations arising from the receipt of, or the lapse of restrictions relating to, the Restricted Shares, by (i) delivering cash, a check (bank check, certified check or personal check) or a money order payable to the Company, (ii) having the Company withhold a portion of the Restricted Shares otherwise to be delivered having a Fair Market Value equal to the amount of such taxes, (iii) delivering to the Company shares of Common Stock held by Employee for more than six (6) months (or such period as the Committee may deem appropriate for accounting purposes or otherwise) having a Fair Market Value equal to the amount of such taxes, or (iv) a combination of the methods described above, as approved by the Committee.  If the number of shares of Common Stock to be delivered to Employee is not a whole number, then the number of

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shares of Common Stock shall be rounded down to the nearest whole number.  Employee’s election regarding satisfaction of withholding obligations must be made on or before the date that the amount of tax to be withheld is determined.

4.                                        Employment Relationship .  Nothing in this Agreement shall be construed as constituting a commitment, guaranty, agreement, or understanding of any kind or nature that the Company or its subsidiaries shall continue to employ Employee, and this Agreement shall not affect in any way the right of the Company or its subsidiaries to terminate the employment of Employee.  For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company, any successor corporation or a parent or subsidiary corporation of the Company or any successor corporation.  Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee, or its delegate, as appropriate, and its determination shall be final.

5.                                        Committee’s Powers .  No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee or, to a delegate to the extent of such delegation, pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan, including, without limitation, the right to make certain determinations and elections with respect to the Restricted Shares.

6.                                        Binding Effect .  This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all lawful successors to Employee permitted under the terms of the Plan.

7.                                        Governing Law .  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to the principles of conflicts of laws.

(This space intentionally left blank.)

*          *          *          *          *          *          *          *          *

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Employee has executed this Agreement, all effective as of the date first above written.

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EXHIBIT A

Performance Vesting

This Exhibit A to the Restricted Stock Agreement effective                      , 20           (the “Agreement”) contains the performance criteria for the Performance-Based Forfeiture Restrictions to lapse with respect to the Restricted Shares.  Capitalized terms used but not defined herein shall have the same meanings assigned to them in the Plan and the Agreement.

Number of Restricted Shares at Threshold, Target and Maximum Award Levels

Lapse of Performance-Based Forfeiture Restrictions

The Performance-Based Forfeiture Restrictions will lapse at the end of a two-year performance period, as determined by the Committee, based on the achievement of the following two performance metrics, each of which will be measured independently.

“Operating Income” shall mean income before interest and taxes determined in accordance with Generally Accepted Accounting Principles but prior to accruing expense for (i) any awards under the Company’s annual incentive program for the year or any other performance or guaranteed bonuses paid or accrued by the Company during the fiscal year and based on that fiscal year’s performance, (ii) any discretionary employer matching contributions under the Company’s

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401(k) Plan made or accrued in the fiscal year and (iii) excluding the impact (whether positive or negative) thereon of any change in accounting standards or extraordinary items.

“EBIT” shall mean net income before interest and taxes and excludes the impact of non-recurring restructuring costs, discontinued operations, and the impairment of intangible assets.

The following companies are included in the “peer company group”:           .

The performance targets for the two performance metrics are set forth in the table below.  Except as otherwise provided in Section 2(c) of the Agreement, the Performance-Based Forfeiture Restrictions will lapse with respect to the Restricted Shares based on achievement of the following performance targets:

If actual performance for a metric falls between the threshold and target levels or between the target and maximum levels set forth in the table, the Performance-Based Forfeiture Restrictions will lapse with respect to the number of Restricted Shares that is linearly interpolated between the award levels based on actual performance compared to the performance target.

Each metric will be measured independently; thus it is possible that one metric, both metrics, or neither metric will result in the Performance-Based Forfeiture Restrictions to lapse.  For illustrative purposes, the following describes how the Performance-Based Forfeiture Restrictions will lapse if both metrics are achieved at the same performance level:

·       If Operating Margin equals           % and EBIT Margin Percentile equals           %: (1) the Performance-Based Forfeiture Restrictions will lapse with respect to the number of Restricted Shares equal to the Threshold Award Level and (2) the number of Restricted Shares equal to the difference between the Maximum Award Level and the Threshold Award Level will be forfeited.

·       If Operating Margin equals           % and EBIT Margin Percentile equals           %: (1) the Performance-Based Forfeiture Restrictions will lapse with respect to the number of Restricted Shares equal to the Target Award Level and (2) the number of Restricted Shares equal to the difference between the Maximum Award Level and the Target Award Level will be forfeited.

·       If Operating Margin equals or exceeds           % and EBIT Margin Percentile equals or exceeds           %, the Performance-Based Forfeiture Restrictions will lapse with respect to the number of Restricted Shares equal to the Maximum Award Level.

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·       If Operating Margin is below           % and EBIT Margin Percentile is below           %: (1) no Performance-Based Forfeiture Restrictions will lapse with respect to any Restricted Shares and (2) the number of Restricted Shares equal to the Maximum Award Level will be forfeited.

Included below are additional illustrations if both metrics do not achieve the same performance level or if results are in between performance levels:

·       If Operating Margin equals           % and EBIT Margin Percentile equals           %: (1) the Performance-Based Forfeiture Restrictions will lapse with respect to           % of the Restricted Shares associated with the Operating Margin metric, (2) the Performance-Based Forfeiture Restrictions will lapse with respect to           % of the Restricted Shares associated with the EBIT Margin Percentile metric and (3) the number of Restricted Shares equal to the difference between the Maximum Award Level and the sum of the Restricted Shares in (1) and (2) will be forfeited.

·       If Operating Margin is below           % and EBIT Margin Percentile equals           %: (1) the Performance-Based Forfeiture Restrictions will not lapse with respect to any of the Restricted Shares associated with the Operating Margin metric, (2) the Performance-Based Forfeiture Restrictions will lapse with respect to           % of the Restricted Shares associated with the EBIT Margin Percentile metric and (3) the number of Restricted Shares equal to the difference between the Maximum Award Level and the number of Restricted Shares in (2) will be forfeited.

·       If Operating Margin equals           % and EBIT Margin Percentile equals           %: (1) the Performance-Based Forfeiture Restrictions will lapse with respect to           % of the Restricted Shares associated with the Operating Margin metric, (2) the Performance-Based Forfeiture Restrictions will lapse with respect to           % of the Restricted Shares associated with the EBIT Margin Percentile metric and (3) the number of Restricted Shares equal to the difference between the Maximum Award Level and the sum of the Restricted Shares in (1) and (2) will be forfeited.

The number of Restricted Shares for which the Performance-Based Forfeiture Restrictions lapse in accordance with the performance criteria described above shall be referred to in the Agreement as the “Issued Restricted Shares”.

Chief Financial Officer Certification Required as Condition to Vesting

Prior to the Committee’s determination of the Issued Restricted Shares, the Chief Financial Officer shall certify in writing to the Committee the Operating Margin, which shall be based on the Company’s audited financial statements, and EBIT Margin Percentile.

No Fractional Shares

To the extent the Performance-Based Forfeiture Restrictions or Time-Based Forfeiture Restrictions lapse with respect to a number of shares of Common Stock that is not a whole

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number, then the number of Restricted Shares shall be rounded down to the nearest whole number.

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Please Check the Appropriate Item (One of the lines must be checked):

o  I do not desire the alternative tax treatment provided for in the Internal Revenue Code Section 83(b).

o  I do desire the alternative tax treatment provided for in Internal Revenue Code Section 83(b) and desire that forms for such purpose be forwarded to me.

* I acknowledge that the Company has urged me to consult with a tax consultant or advisor of my choice before the above block is checked.

Please furnish the following information for shareholder records:

PROMPTLY NOTIFY THIS OFFICE OF ANY CHANGE IN ADDRESS.

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Exhibit 10.4

RESTRICTED STOCK RIGHTS AGREEMENT

(Performance-Based Vesting)

(Fiscal 2012 Annual Incentive Program)

THIS RESTRICTED STOCK RIGHTS AGREEMENT (this “Agreement”) is made effective as of the            day of           , 20           (the “Effective Date”), between Christopher & Banks Corporation, a Delaware corporation (the “Company”), and            (“Employee”).

1.              Award .

(a)            Rights .  Pursuant to the Second Amended and Restated Christopher & Banks Corporation 2005 Stock Incentive Plan (the “Plan”), Employee has been granted this restricted stock rights award (the “Award”), which represents the right to receive restricted shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) subject to fulfillment of the vesting conditions set forth in this Agreement and in Exhibit A to this Agreement.

(b)            Target Dollar Amount Subject to this Award .  The target dollar amount subject to this award shall be equal to Employee’s actual base salary earnings in fiscal 2012 (the “Target Dollar Amount”).

(c)            Rights Vesting Schedule .  Subject to the other terms and conditions of this Agreement and the Plan, this Award will vest, and Restricted Shares (half of which will be subject to further vesting requirements, as set forth in Exhibit B to this Agreement) will be awarded to Employee, in accordance with and to the extent provided in Exhibit A, following completion of the fiscal 2012 audit and a determination by the Compensation Committee (the “Committee”) that all or a portion of the Restricted Shares shall be awarded; provided Employee has been continuously employed since the Effective Date by the Company or any employing subsidiary of the Company.  The day on which the Award is scheduled to vest initially pursuant to this Section 1(c) is referred to in this Agreement as the “Scheduled Vest Date.”

(d)            Plan Controls .  Employee hereby agrees to be bound by all of the terms and provisions of the Plan, including any which may conflict with those contained in this Agreement.  The Plan is hereby incorporated by reference into this Agreement, and this Agreement is subject in all respects to the terms and conditions of the Plan.  In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.  Except as otherwise defined herein, capitalized terms contained in this Agreement shall have the same meaning as set forth in the Plan.

2.              Future Award of Restricted Shares .  Subject to the other terms of the Award, upon the Scheduled Vest Date, Employee shall be entitled to receive, in accordance with the terms and provisions of the Plan and this Agreement, the number of restricted shares (the “Restricted Shares”) calculated as provided in Exhibit A.  The Restricted Shares will be governed by the

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terms of the Restricted Stock Agreement (Time-Based Vesting) in the form attached as Exhibit B to this Agreement, which the Company will enter into with Employee as of the Scheduled Vest Date.  The Company will issue such Restricted Shares to Employee on the Scheduled Vest Date or as soon as administratively feasible following such date.  Although the Restricted Shares are vested as of the Scheduled Vest Date, no Restricted Shares will be issued to Employee until Employee executes the Restricted Stock Agreement (Time-Based Vesting).  If the number of Restricted Shares to be delivered to Employee is not a whole number, then the number of Restricted Shares shall be rounded down to the nearest whole number.  No fractional Restricted Shares shall be issued upon vesting of the Award.

Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Common Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law.  The Company shall not be obligated to issue or deliver any shares of Common Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.  In addition, the grant of the Award and the delivery in the future of any shares of Common Stock pursuant to this Agreement are subject to any clawback policies the Company may adopt in compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Section 10D of the Securities Exchange Act of 1934 and any applicable rules and regulations of the Securities and Exchange Commission.

3.              Termination of Employment .  In the event of termination of Employee’s employment with the Company or any employing subsidiary of the Company for any reason prior to the Scheduled Vest Date, the entire Award shall be forfeited and immediately cancelled as of the date of such termination of employment.  The effect of a termination of employment that occurs after the Scheduled Vest Date is set forth in Exhibit B.

4.              Forfeiture of Award .  In the event that (i) during fiscal 2012 or that portion of fiscal 2013 that precedes the Scheduled Vest Date, Employee is placed on a formal (in writing) “performance improvement plan” or (ii) Employee is not rated “fully satisfactory” or higher for fiscal 2012 on Employee’s individual performance evaluation, the entire Award shall be forfeited and immediately cancelled as of the date of such event.

5.              Employment Relationship .  Nothing in this Agreement shall be construed as constituting a commitment, guaranty, agreement, or understanding of any kind or nature that the Company or its subsidiaries shall continue to employ Employee, and this Agreement shall not affect in any way the right of the Company or any of its subsidiaries to terminate the employment of Employee.  For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company, any successor corporation or a parent or subsidiary corporation of the Company or any successor corporation.  Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee, or its delegate, as appropriate, and its determination shall be final.

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6.              Committee’s Powers .  No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee or, to a delegate to the extent of such delegation, pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan, including, without limitation, the right to make certain determinations and elections with respect to the Restricted Shares.

7.              Binding Effect .  This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all lawful successors to Employee permitted under the terms of the Plan.

8.              Governing Law .  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to the principles of conflicts of laws.

(This space intentionally left blank.)

*               *               *               *               *               *               *               *               *

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Employee has executed this Agreement, all effective as of the date first above written.

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EXHIBIT A

Performance Vesting

This Exhibit A to the Restricted Stock Rights Agreement effective                      , 20           (the “Agreement”) contains the performance requirements for the vesting of the Award.  Capitalized terms used but not defined herein shall have the same meanings assigned to them in the Plan and the Agreement.

Award of Restricted Shares

Upon the vesting of a dollar amount pursuant to the Agreement (including this Exhibit A), as determined by the Committee, Employee will be entitled to receive, in the manner set forth in Section 2 of the Agreement, a number of Restricted Shares equal to the whole number of shares of Common Stock of the Company that could be purchased by such dollar amount at the closing sale price of the shares of Common Stock as reported on the New York Stock Exchange (or such other stock market on which such shares are then being traded) on the day the Restricted Shares are awarded.

Vesting of Rights to Receive Restricted Shares Based on the Company’s Operating Income in Fiscal Year 2012

Whether the Award will vest depends on the Company’s Operating Income for its fiscal year 2012 compared to the Operating Income Target.  As used herein, “Operating Income” shall mean income before interest and taxes determined in accordance with Generally Accepted Accounting Principles but prior to accruing expense for (i) any awards under the Company’s annual incentive program for 2012 or any other performance or guaranteed bonuses paid or accrued by the Company during fiscal 2012 and based on fiscal 2012 performance, (ii) any discretionary employer matching contributions under the Company’s 401(k) Plan made or accrued in fiscal 2012 and (iii) excluding the impact (whether positive or negative) thereon of any change in accounting standards issued after the Effective Date and to be effective during the Company’s fiscal year 2012, or extraordinary items (as defined in accordance with Generally Accepted Accounting Principles).  For fiscal 2012, the Operating Income target equals $           Million (the “Operating Income Target”).

Subject to the forfeiture provisions set forth in Sections 3 and 4 of the Agreement, the Award shall vest with regard to the right to receive Restricted Shares on the Scheduled Vest Date as follows:

·                   If Operating Income is between           % and           % of the Operating Income Target, then Employee will vest with respect to           % of the Target Dollar Amount.

·                   If Operating Income is between           % and           % of the Operating Income Target, then Employee will vest with respect to           % of the Target Dollar Amount.

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·                   If Operating Income equals or exceeds           % of the Operating Income Target, then Employee will vest with respect to           % of the Target Dollar Amount.

·                   If Operating Income is less than           % of the Operating Income Target, then Employee will not vest with respect to any portion of the Target Dollar Amount.

Chief Financial Officer Certification Required as Condition to Vesting

Prior to the Scheduled Vest Date, the Chief Financial Officer shall certify in writing to the Committee the Operating Income for the fiscal year ended March 3, 2012 based on the audited financial statements for the year.

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EXHIBIT B

Form of Restricted Stock Agreement (Time-Based Vesting)

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made effective as of the            day of                      , 20          , between Christopher & Banks Corporation, a Delaware corporation (the “Company”), and            (“Employee”).

1.              Award .

(a)            Shares .  Pursuant to the Second Amended and Restated Christopher & Banks Corporation 2005 Stock Incentive Plan (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 execution hereof by Employee and upon satisfaction of the conditions of this Agreement.

(c)            Plan Controls .  Employee hereby agrees to be bound by all of the terms and provisions of the Plan, including any which may conflict with those contained in this Agreement.  The Plan is hereby incorporated by reference into this Agreement, and this Agreement is subject in all respects to the terms and conditions of the Plan.  In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.  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) death or (ii) disability, as defined below, or except as otherwise provided in the 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.  For purposes of this Agreement, “disability” shall mean any physical or mental condition which would qualify Employee for a disability benefit under any long-term disability plan then maintained by the Company or the employing subsidiary.

(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

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been continuously employed by the Company (or any 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 or disability, as defined above.  In the event Employee’s employment is terminated for any other reason, 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.

(c)            Issuance and Custody of Certificates .  The Company shall cause the Restricted Shares to be issued in Employee’s name, either by book-entry registration or issuance of a stock certificate or certificates, 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 provisions of this Agreement.  The Restricted Shares shall be restricted from transfer and shall be subject to an appropriate stop-transfer order.  If any certificate is issued, the certificate shall bear a legend evidencing the nature of the Restricted Shares, and the Company may cause the certificate to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Company as a depository for safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse pursuant to the terms of the Plan and this Agreement.  If a certificate is issued, upon request of the Committee or its delegate, Employee shall deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions.

Upon the lapse of the Forfeiture Restrictions without forfeiture, and following payment of the applicable withholding taxes pursuant to Section 3 hereof, the Company shall cause the shares upon which Forfeiture Restrictions lapsed (less any shares withheld to pay taxes), free of the restrictions and/or legend described above, to be delivered, either by book-entry registration or in the form of a certificate or certificates, registered in Employee’s name or in the names of Employee’s legal representatives, beneficiaries or heirs, as the case may be.

Notwithstanding any other provisions of this Agreement, the issuance or delivery of any shares of Common Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law.  The Company shall not be

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obligated to issue or deliver any shares of Common Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.  In addition, the grant of the Restricted Shares and the delivery of any shares of Common Stock pursuant to this Agreement are subject to any clawback policies the Company may adopt in compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Section 10D of the Securities Exchange Act of 1934 and any applicable rules and regulations of the Securities and Exchange Commission.

3.              Income Tax Matters .  In order to comply with all applicable federal, state or local income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state or local payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Employee, are withheld or collected from Employee.  In accordance with the terms of the Plan, and such rules as may be adopted by the Committee under the Plan, Employee may elect to satisfy Employee’s tax withholding obligations arising from the receipt of, or the lapse of restrictions relating to, the Restricted Shares, by (i) delivering cash, a check (bank check, certified check or personal check) or a money order payable to the Company, (ii) having the Company withhold a portion of the Restricted Shares otherwise to be delivered having a Fair Market Value equal to the amount of such taxes, (iii) delivering to the Company shares of Common Stock held by Employee for more than six (6) months (or such period as the Committee may deem appropriate for accounting purposes or otherwise) having a Fair Market Value equal to the amount of such taxes, or (iv) a combination of the methods described above, as approved by the Committee.  If the number of shares of Common Stock to be delivered to Employee is not a whole number, then the number of shares of Common Stock shall be rounded down to the nearest whole number.  Employee’s election regarding satisfaction of withholding obligations must be made on or before the date that the amount of tax to be withheld is determined.

4.              Employment Relationship .  Nothing in this Agreement shall be construed as constituting a commitment, guaranty, agreement, or understanding of any kind or nature that the Company or its subsidiaries shall continue to employ the Employee, and this Agreement shall not affect in any way the right of the Company or any of its subsidiaries to terminate the employment of the Employee.  For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company, any successor corporation or a parent or subsidiary corporation of the Company or any successor corporation.  Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee, or its delegate, as appropriate, and its determination shall be final.

5.              Committee’s Powers .  No provision contained in this Agreement shall in any way terminate, modify or alter, or be construed or interpreted as terminating, modifying or altering any of the powers, rights or authority vested in the Committee or, in a delegate to the extent of such delegation, pursuant to the terms of the Plan or resolutions adopted in furtherance of the Plan, including, without limitation, the right to make certain determinations and elections with respect to the Restricted Shares.

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6.              Binding Effect .  This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all lawful successors to Employee permitted under the terms of the Plan.

7.              Governing Law .  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to the principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and Employee has executed this Agreement, all effective as of the date first above written.

(This space intentionally left blank.)

*               *               *               *               *               *               *               *               *

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Please Check the Appropriate Item (One of the lines must be checked):

o     I do not desire the alternative tax treatment provided for in the Internal Revenue Code Section 83(b).

o     I do desire the alternative tax treatment provided for in Internal Revenue Code Section 83(b) and desire that forms for such purpose be forwarded to me.

* I acknowledge that the Company has urged me to consult with a tax consultant or advisor of my choice before the above block is checked.

Please furnish the following information for shareholder records:

United States Citizen:  Yes  o No  o

PROMPTLY NOTIFY THIS OFFICE OF ANY CHANGE IN ADDRESS.

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