CHRISTOPHER & BANKS CORP (Form: 8-K, Received: 02/01/2013 17:03:30)

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: January 29, 2013

(Date of earliest event reported)

CHRISTOPHER & BANKS CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 001-31390



Delaware		06-1195422
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

2400 Xenium Lane North

Plymouth, Minnesota 55441

(Address of principal executive offices, including 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o 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 1.01 Entry into a Material Definitive Agreement

On January 30, 2013, the Board of Directors (the "Board") of Christopher & Banks Corporation (the "Company") approved an updated form of indemnification agreement (the "Indemnification Agreement") to be entered into by the Company with each of its directors and with each of its executive officers with reporting obligations under Section 16 of the Securities Exchange Act of 1934. The Indemnification Agreement, among other things, requires the Company to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorney's fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding arising out of the person's services as a director, executive officer or other fiduciary of the Company or any of its subsidiaries. The Indemnification Agreement also would replace the existing indemnification agreements between the Company and each of its directors and executive officers.

The foregoing summary of the Indemnification Agreement is not complete and is subject to, and qualified in its entirety, by the Indemnification Agreement which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) New Form of Award Agreement

Effective January 29, 2013, the Compensation Committee (the "Committee") of the Company's Board approved an updated form of Time-Based Restricted Stock Agreement under the Company's Second Amended and Restated 2005 Stock Incentive Plan (the "2005 Plan"). The agreement provides that the forfeiture restrictions as to an Award shall lapse as to one-third of the shares on each of the first three anniversaries of the date of grant. The agreement also provides that all unvested shares are forfeited upon termination of employment, unless due to death or disability.

A copy of this form of agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the award agreement included in this Form 8-K is qualified in its entirety by reference to the attached award agreement.

(e) Severance Agreement with Chief Financial Officer

On January 30, 2013, the Company and its Chief Financial Officer, Peter G. Michielutti ("Executive"), entered into the Company's standard form of severance agreement approved by the Committee as of April 15, 2011 for use with the Company's executive officers (the "Severance Agreement"). The Severance Agreement will be in lieu of Mr. Michielutti's one-year employment agreement, entered into when he joined the Company, which employment agreement will expire by its terms on April 19, 2013. The Company typically does not have employment agreements with its executive officers, other than the Chief Executive Officer. Therefore, the Committee recently approved the Company's entering into with Mr. Michielutti the same form of severance agreement that is in place with each of its executive officers, other than the Chief Executive Officer.

The Severance Agreement provides that the Executive is and remains an at-will employee and thus may be terminated at any time with or without "cause", as such term is defined in the Severance Agreement. If the Executive is terminated without cause and executes a general release of claims in favor of the Company, the Company will be obligated to pay the Executive a severance payment in the aggregate which equals six months of the Executive's current salary or, if greater, six months of the Executive's highest annual salary at any time during the twelve months preceding the date of termination. In addition, the Severance Agreement provides that the Company will pay the Company portion of COBRA health and dental premiums for a period equal to the length of the severance period, unless the Executive is eligible for a government subsidy with respect to such COBRA benefits. The Severance Agreement also contains a provision prohibiting the Executive during the period of his or her employment and for a period of one year after the date of his employment with the Company and its affiliates ends from (i) engaging in certain competitive activities; (ii) soliciting employees to either leave his or her employment with the Company or its affiliates or to establish a relationship with a Competitor (as such term is defined in the Severance Agreement); or (iii) soliciting, engaging or inducing a vendor or supplier of the Company or its affiliates to sever or materially alter its relationship with the Company or to establish a relationship with a Competitor.

The foregoing description of the Severance Agreement is not complete and is qualified in its entirety by reference to the Severance Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

Effective January 30, 2013, the Company's Board of Directors approved an updated and revised Code of Conduct (the “Revised Code of Conduct”), following its periodic review of the Code of Conduct. A copy of the Revised Code of Conduct is attached as Exhibit 14.1 to this Current Report on Form 8-K and incorporated herein by reference. The Revised Code of Conduct is also available on the Company's website at www.christopherandbanks.com by clicking on “Investor Relations” and then “Corp. Governance”.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



10.1		Form of Christopher & Banks Corporation Indemnification Agreement.
10.2		Form of Time-Based Restricted Stock Agreement under the Christopher & Banks Corporation Second Amended and Restated 2005 Stock Incentive Plan.
10.3		Severance Agreement between Christopher & Banks Corporation and Pete Michielutti dated January 30, 2013.
14.1		Code of Conduct of Christopher & Banks Corporation.

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.



	CHRISTOPHER & BANKS CORPORATION


	By:	/s/ Luke R. Komarek
		Luke R. Komarek
		Senior Vice President, General Counsel

Date: February 1, 2013

EXHIBIT INDEX



Exhibit Number		Description

10.1		Form of Christopher & Banks Corporation Indemnification Agreement.
10.2		Form of Time-Based Restricted Stock Agreement under the Christopher & Banks Corporation Second Amended and Restated 2005 Stock Incentive Plan.
10.3		Severance Agreement between Christopher & Banks Corporation and Pete Michielutti dated January 30, 2013.
14.1		Code of Conduct of Christopher & Banks Corporation.

EXHIBIT 10.1

CHRISTOPHER & BANKS CORPORATION

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is effective as of __________, by and between Christopher & Banks Corporation, a Delaware corporation (the “Company”), and __________ (“Indemnitee”).

RECITALS

A. The Company recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors and officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to the increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure to or risks of shareholder claims or litigation frequently bears no reasonable relationship to the compensation of such directors and officers;

B. The statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply, ambiguous, or conflicting, and therefore fail to provide such directors and officers with adequate, reliable information as to the legal risks to which they are exposed or regarding the proper course of action to take;

C. The Company and Indemnitee recognize that plaintiffs often seek damages in such large amounts and the costs of litigation may be so enormous (whether or not the case is meritorious), that the defense and/or settlement of such litigation is often beyond the personal financial resources of individual directors and officers;

D. The Company believes that it is unfair for its directors and officers to assume the risk of huge judgments and other expenses which may occur in cases in which the director and officer received no personal profit and in cases where the director or officer was not culpable;

E. The Company, after reasonable investigation, has determined that the liability insurance coverage presently available to the Company may be inadequate in certain circumstances to cover all possible claims for which Indemnitee would be protected. The Company believes that the interests of the Company and its stockholders would be best served by a combination of such insurance and the indemnification by the Company of the directors and officers of the Company;

F. The Company’s Certificate of Incorporation and Bylaws require the Company to indemnify its directors and officers to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”). The Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive, and contemplate that contracts may be entered into between the Company and its directors and officers with respect to indemnification;

G. Section 145 of DGCL (“Section 145”), under which the Company is organized, empowers the Company to indemnify its officers, directors, employees and agents by agreement and to indemnify persons who serve, at the request of the Company, as the directors, officers, employees or agents of other corporations or enterprises, and expressly provides that the indemnification provided by Section 145 is not exclusive;

H. Section 102(b)(7) of the DGCL allows a corporation to include in its certificate of incorporation a provision limiting or eliminating the personal liability of a director for monetary damages in respect of claims by shareholders or corporations for breach of certain fiduciary duties, and the Company has so provided in its Certificate of Incorporation that each director shall be exculpated from such liability to the maximum extent permitted by law;

I. The Board of Directors of the Company has determined that contractual indemnification as set forth herein is not only reasonable and prudent but also promotes the best interests of the Company and its stockholders;

J. The Company desires and has requested Indemnitee to serve or continue to serve as a director or officer of the Company free from undue concern for unwarranted claims for damages arising out of or related to such services to the Company; and

K. Indemnitee is willing to serve, continue to serve or to provide additional service for or on behalf of the Company on the condition that Indemnitee is furnished the indemnity provided herein.

NOW, THEREFORE, the Company and Indemnitee hereby agree as set forth below.

1. Certain Definitions .

a. “Change in Control” shall mean, and shall be deemed to have occurred if, on or after the date of this Agreement, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the

“beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than 50% of the total voting power represented by the Company’s then outstanding Voting Securities, (ii) during any period of 24 consecutive, full-calendar months, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of such 24-month period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of related transactions) of all or substantially all of the Company’s assets.

b. “Claim” shall mean with respect to a Covered Event, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, investigative or other.

c. References to the “Company” shall include, in addition to Christopher & Banks Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which Christopher & Banks Corporation (or any of its wholly owned Subsidiaries) is a party which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, agents or fiduciaries, so that if Indemnitee is or was a director, officer, employee, agent or fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

d. “Covered Event” shall mean any event or occurrence related to the fact that Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or any Subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity.

e. “Expenses” shall mean any and all expenses (including attorneys’ fees and all other costs, expenses and obligations incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, to be a witness in or to participate in, any action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines, penalties and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) of any Claim and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement.

f. “Expense Advance” shall mean a payment of Expenses to Indemnitee pursuant to Section 3 in advance of the settlement of or final judgment in any action, suit, proceeding or alternative dispute resolution mechanism, hearing, inquiry or investigation that constitutes a Claim.

g. “Independent Legal Counsel” shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 2(d) hereof, who shall not have otherwise performed services for the Company or one or more indemnitees (including Indemnitee) within the last two years (other than acting as an Independent Legal Counsel in accordance with the terms of this Agreement).

h. References to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or its beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

i. “Reviewing Party” shall mean, subject to the provisions of Section 2(d), any person or body appointed by the Board of Directors in accordance with applicable law to review the Company’s obligations hereunder and under applicable law, which may include (i) a majority of the directors who are not parties to such action, suit or proceeding, even though less than a quorum or (ii) a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by Independent Legal Counsel designated in writing by such directors or the Board of Directors.

j. “Section” refers to a section of this Agreement unless otherwise indicated.

k. “Subsidiary” shall mean a corporation or other entity (i) 50% or more of whose outstanding shares or securities (representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but 50% or more of whose ownership interest representing the right to make decisions for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the Company, or one or more Subsidiaries.

l. “Voting Securities” shall mean any securities of the Company that vote generally in the election of directors.

2. Indemnification .

a. Indemnification of Expenses . Subject to the provisions of Section 2(b) below, the Company shall indemnify Indemnitee for Expenses to the fullest extent permitted by law if Indemnitee was or is or becomes a party to or witness or other participant with respect to, or is threatened to be made a party to or witness or other participant with respect to, any Claim, including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses.

b. Review of Indemnification Obligations . Notwithstanding the foregoing, in the event any Reviewing Party shall have determined, in good faith ( and in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party), that Indemnitee is not entitled to be indemnified hereunder, whether pursuant to Section 11 or otherwise, (i) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party, and (ii) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid to Indemnitee to which Indemnitee is not entitled hereunder; provided, however, that if the Reviewing Party’s determination is based on Section 11(a) hereof and Indemnitee has commenced or thereafter commences a legal proceeding or proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon unless and until a final judicial determination is made (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is required to reimburse the Company, after which the Company may charge interest from the date of such determination at such rates as are permitted by applicable law.

c. Indemnitee Rights on Unfavorable Determination; Binding Effect . If any Reviewing Party determines that Indemnitee substantively is not entitled to be indemnified hereunder in whole or in part, Indemnitee shall have the right to commence litigation seeking an initial determination by the court challenging any such determination by such Reviewing Party or any aspect thereof, including the legal or factual bases therefor, and, subject to the provisions of Section 17, the Company hereby consents to service of process and to appear in any such proceeding and to use its reasonable efforts to cause the Reviewing Party to cooperate with respect to such proceeding. Absent such litigation, any determination by any Reviewing Party shall be conclusive and binding on the Company and Indemnitee.

d. Selection of Reviewing Party; Change in Control . If there has not been a Change in Control (or, there has been a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control), any Reviewing Party shall be selected by the Board of Directors. If there has been a Change in Control (other than a Change in Control which has been approved by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control), any Reviewing Party with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnification of Expenses under this Agreement or any other agreement or under the Company’s Certificate of Incorporation (or articles of incorporation in the case of a Subsidiary incorporated in a state other than Delaware) or Bylaws as now or hereafter in effect, or under any other applicable law, if desired by Indemnitee, shall be Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be entitled to be indemnified hereunder under applicable law, and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or the engagement of such counsel pursuant hereto. Notwithstanding any other provision of this Agreement, the Company shall not be required to pay Expenses of more than one Independent Legal Counsel in connection with all matters concerning a single Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) the employment of separate counsel by one or more Indemnitees has been previously authorized by the Company in writing, or (ii) an Indemnitee shall have provided to the Company a written statement that such Indemnitee has reasonably concluded that there may be a conflict of interest between such Indemnitee and the other Indemnitees with respect to the matters arising under this Agreement.

e. Mandatory Payment of Expenses . Notwithstanding any other provision of this Agreement other than Section 11 hereof, to the extent that Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee in connection therewith.

3. Expense Advances .

a. Undertaking; Obligation to Make Expense Advances . Execution and delivery to the Company of this Agreement by Indemnitee shall constitute an undertaking by the Indemnitee to repay any amounts paid, advanced or reimbursed by the Company pursuant to this Agreement in respect of Expenses relating to, arising out of or resulting from any Claim as to which it shall be determined, as described in Section 2(b), following final disposition of such Claim, that the Indemnitee is not entitled to indemnification hereunder. Upon such execution and delivery of this Agreement by the Indemnitee, and execution and delivery by the Company, the Company shall make Expense Advances to Indemnitee.

b. Form of Undertaking . Any obligation to repay any Expense Advances hereunder pursuant to the written undertaking by the Indemnitee contained herein shall be unsecured, and no interest shall be charged thereon, unless and until a court having jurisdiction in such matter has finally judicially determined (as to which determination all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is so obligated, after which the Company may charge interest from the date of such determination at such rates as are permitted by applicable law.

4. Procedures for Indemnification and Expense Advances .

a. Timing of Payments . All payments of Expenses (including without limitation Expense Advances) by the Company to the Indemnitee pursuant to this Agreement shall be made to the fullest extent permitted by law as soon as practicable after written demand by Indemnitee therefor is presented to the Company, but in no event later than thirty (30) business days after such written demand by Indemnitee is presented to the Company, except in the case of Expense Advances, which shall be made no later than ten (10) business days after such written demand by Indemnitee is presented to the Company.

b. Notice/Cooperation by Indemnitee . Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified or Indemnitee’s right to receive Expense Advances under this Agreement, give the Company notice in writing as soon as practicable of any Claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the Chief Executive Officer of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee). In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably require and as shall be within Indemnitee’s power. Indemnitee shall also not make any admission or enter into or otherwise agree to any settlement with respect to any Claim without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

c. No Presumptions; Burden of Proof . For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval) or upon a plea of nolo contendere or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by this Agreement or applicable law. In addition, neither the failure of any Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by any Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified under this Agreement under applicable law, shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. In connection with any determination by any Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified hereunder under applicable law, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.

d. Notice to Insurers . If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 4(b) hereof, the Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Claim in accordance with the terms of such policies.

e. Selection of Counsel . In the event the Company shall be obligated hereunder to provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate and with the consent of the Indemnitee (which consent shall not be unreasonably withheld), shall be entitled to assume the defense of such Claim upon the delivery to Indemnitee of written notice of the Company’s election to do so. The Company shall be entitled to select legal counsel reasonably acceptable to the Indemnitee for purposes of such defense, and shall consult with Indemnitee regarding the selection of counsel. After delivery of such notice and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently retained by or on behalf of Indemnitee with respect to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive indemnification or Expense Advances hereunder.

5. Additional Indemnification Rights: Nonexclusivity .

a. Scope . In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Delaware (or such other state, in the case of a Subsidiary incorporated in a state other than Delaware) corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware (or such other state, in the case of a Subsidiary incorporated in a state other than Delaware) corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder, except as otherwise set forth in Section 11(a).

b. Nonexclusivity . Subject to Section 7, the indemnification and the payment of Expense Advances provided by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the Company’s Certificate of Incorporation (or articles of incorporation in the case of a Subsidiary incorporated in a state other than Delaware), its Bylaws, any other agreement, any vote of stockholders or disinterested directors, the Delaware General Corporation Law (or such other state’s applicable business corporation law, in the case of a Subsidiary incorporated in a state other than Delaware), or otherwise. The indemnification and the payment of Expense Advances provided under this Agreement shall continue as to \Indemnitee for any action taken or not taken while serving in an indemnified capacity even though subsequent thereto Indemnitee may have ceased to serve in such capacity.

6. Settlement . The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Claim effected without the Company’s prior written consent. The Company shall not settle any Claim in which it takes the position that Indemnitee is not entitled to indemnification in connection with such settlement without the prior written consent of Indemnitee, nor shall the Company settle any Claim in any manner which would impose any fine, penalty or any obligation on Indemnitee, without Indemnitee’s prior written consent. Neither the Company nor Indemnitee shall unreasonably withhold, condition or delay their consent to any proposed settlement.

7. No Duplication of Payments . The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, provision of the Company’s Certificate of Incorporation, any applicable Subsidiary’s articles of incorporation, Bylaws or otherwise) of the amounts otherwise payable hereunder.

8. Partial Indemnification . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

9. Mutual Acknowledgment . Both the Company and Indemnitee acknowledge that, in certain instances, federal law or applicable public policy may prohibit the Company from indemnifying its directors, officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s ability under public policy to indemnify Indemnitee.

10. Liability Insurance . To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, agents or fiduciaries, if Indemnitee is not an officer or director but is a key employee, agent or fiduciary.

11. Exceptions . Notwithstanding any other provision of this Agreement, the Company shall not be obligated pursuant to the terms of this Agreement:

a. Indemnification Prohibited by Law . To indemnify or make Expense Advances to Indemnitee with respect to Claims arising out of acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under applicable law.

b. Fraud, Willful Misconduct or Crime . To indemnify or make Expense Advances to Indemnitee with respect to Claims arising out of acts, omissions or transactions (i) that a court having jurisdiction in such matter has finally judicially determined (as to which determination all rights of appeal therefrom have been exhausted or lapsed) constitute fraud or willful misconduct by Indemnitee; (ii) that Indemnitee has admitted in writing or under testimony constitute fraud or willful misconduct by Indemnitee; or (iii) for which Indemnitee has been convicted of a crime related to the Claim.

c. Claims Initiated by Indemnitee . To indemnify or make Expense Advances to Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or crossclaim, except (i) with respect to actions or proceedings brought to establish or enforce a right to indemnification under this Agreement or any other agreement or insurance policy or under the Company’s Certificate of Incorporation (or articles of

incorporation in the case of a Subsidiary incorporated in a state other than Delaware) or Bylaws now or hereafter in effect relating to Claims for Covered Events, (ii) in specific cases, if the Board of Directors has approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware General Corporation Law (or other applicable section of the business corporation law of a Subsidiary incorporated in a state other than Delaware), regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advances, or insurance recovery, as the case may be.

d. Lack of Good Faith . To indemnify Indemnitee for any Expenses incurred by the Indemnitee with respect to any action instituted (i) by Indemnitee to enforce or interpret this Agreement, if a court having jurisdiction over such action determines, as provided in Section 15, that the Indemnitee’s action was not made in good faith or was frivolous, or (ii) by or in the name of the Company to enforce or interpret this Agreement, if a court having jurisdiction over such action determines, as provided in Section 15, that the defense asserted by Indemnitee in such action was not made in good faith or was frivolous.

e. Claims Under Section 16(b) . To indemnify Indemnitee for Expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any similar successor statute, rule or regulation.

f. Non-compete and Non-disclosure . To indemnify Indemnitee in connection with proceedings or claims involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, consulting or similar agreements the Indemnitee may be a party to with the Company, or any subsidiary of the Company or any other applicable foreign or domestic Company, partnership, joint venture, trust or other enterprise, if any.

12. Contribution .

a. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for herein is held by a court of competent jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event, the Company shall, to the fullest extent permitted by law, contribute to the payment of Indemnitee’s costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, in an amount that is just and equitable in the circumstances, taking into account, among other things, contributions by other directors and officers of the Company or others pursuant to indemnification agreements or otherwise; provided, that, without limiting the generality of the foregoing, such contribution shall not be required where such holding by the court is due to (i) the failure of Indemnitee to meet the standard of conduct required by applicable law, or (ii) any limitation on indemnification set forth in Sections 6, 7 or 11 hereof.

b. The Company shall not enter into any settlement of any action, suit, claim or proceeding in which the Company is jointly an severally liable with Indemnitee (or would be, if joined in such action, suit, claim or proceeding) unless such settlement provides for a full and final release of al claims asserted against Indemnitee.

c. The Company hereby agrees to fully indemnify and hold harmless Indemnitee from any and all claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.

13. Counterparts . This Agreement may be executed in one or more counterparts, each of which shall constitute an original.

14. Binding Effect: Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), spouses, heirs and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect, and whether by purchase, merger, consolidation or otherwise) to all, substantially all, or a substantial part, of the business or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s request.

15. Expenses Incurred in Action Relating to Enforcement or Interpretation . In the event that any action is instituted by Indemnitee under this Agreement or under any liability insurance policies maintained by the Company to enforce or interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be indemnified for all Expenses incurred by Indemnitee with respect to such action (including without limitation attorneys’ fees), regardless of whether Indemnitee is ultimately successful in such action, unless, as a part of such action, a court having jurisdiction over such action makes a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee’s action was not made in good faith or was frivolous; provided, however, that until such final judicial determination is made, Indemnitee shall be entitled under Section 3 to receive payment of Expense Advances hereunder with respect to such action. In the event of an action instituted by or in the name of the Company under this Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be indemnified for all Expenses incurred by Indemnitee in defense of such action (including without limitation costs and expenses incurred with respect to

Indemnitee’s counterclaims and cross-claims made in such action), unless, as a part of such action, a court having jurisdiction over such action makes a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that the defense asserted by Indemnitee in such action was not made in good faith or was frivolous; provided, however, that until such final judicial determination is made, Indemnitee shall be entitled under Section 3 to receive payment of Expense Advances hereunder with respect to such action.

16. Period of Limitations . Except for legal actions based on Indemnitee’s fraud or willful misconduct as to which the period of limitations shall be governed by applicable law, no legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s estate, spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.

17. Term . All agreements and obligations of the Company contained in this Agreement shall continue during the period Indemnitee serves as a director or officer of the Company or, at the request of the Company (or any wholly owned subsidiary of the Company), serves as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another company (including any subsidiaries of the Company), partnership, joint venture, trust, employee benefit plan or other enterprise, and shall continue thereafter so long as Indemnitee may be subject to any possible action, suit, claim or proceeding (including any rights of appeal thereto and any proceeding commenced by Indemnitee pursuant to Section 2(c) or Section 15 hereof) by reason of Indemnitee’s service described herein, whether or not Indemnitee is acting in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement.

18. Notice . All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and signed for by the party addressed, on the date of such delivery, or (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice.

19. Consent to Jurisdiction . The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted and continued only in the Court of Chancery of the State of Delaware in and for New Castle County, which shall be the exclusive and only proper forum for adjudicating such a claim.

20. Severability . The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including without limitation each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

21. Choice of Law . This Agreement, and all rights, remedies, liabilities, powers and duties of the parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware as applied to contracts between Delaware residents entered into and to be performed entirely in the State of Delaware without regard to principles of conflicts of laws.

22. Subrogation . In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

23. Amendment and Termination . No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.

24. Integration and Entire Agreement . This Agreement sets forth the entire understanding between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof between the parties hereto.

25. No Construction as Employment Agreement; Conflicts with Employment Agreements . Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employ of the Company or any of its Subsidiaries or affiliated entities. In the event the Indemnitee is a party to an Employment Agreement with the Company or any of its subsidiaries or affiliated entities and the terms of this Agreement conflict with the terms of the Employment Agreement, the Employment Agreement shall control and this Agreement shall be deemed modified to the extent necessary to give effect to the terms of the Employment Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date first above written.



CHRISTOPHER & BANKS CORPORATION

By:
Name:
Title:
Address:	2400 Xenium Lane North
	Plymouth, MN 55441

AGREED TO AND ACCEPTED

INDEMNITEE:

EXHIBIT 10.2

TIME-BASED RESTRICTED STOCK AGREEMENT

THIS TIME-BASED RESTRICTED STOCK AGREEMENT (this “Agreement”) is made effective as of the _____ day of _____, _____, 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). 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, immediately 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 the “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 been continuously employed by the Company (or any subsidiary of the Company) from the date of this Agreement through the lapse date:



Lapse Date or Dates		Number of Restricted Shares as to Which Forfeiture Restrictions Lapse on Such Dates

First Year Anniversary		_____
Second Year Anniversary		_____
Third Year Anniversary		_____

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 Company’s Compensation 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 any dividends paid by the Company. Employees shall forfeit such voting and dividend rights at such time, if at all, as 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.

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 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.

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.



CHRISTOPHER & BANKS CORPORATION

By:

Title:

EMPLOYEE

Signed:

(This space intentionally left blank.)

*********

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

___ I do not desire the alternative tax treatment provided for in the Internal Revenue Code Section 83(b). I understand this means the restricted stock becomes taxable to me if and when it vests based on its fair market value at the time of vesting.

___ 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 understand this means that I am electing to include the entire restricted stock award as taxable income as of the date of grant at the award’s fair market value on the date of grant, even if I do not receive some or any of the shares to which the award relates. I also understand I need to file this election with the IRS within 30 days of the date of grant.

* 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:




(Given name and middle initial must social Security Number be used for stock registry)		Social Security Number

Address (Street)		Birth Date Month/Day/Year

Month/Day/Year		Day phone number

Address (Zip Code)		United States Citizen: Yes___ No___

PROMPTLY NOTIFY THIS OFFICE OF ANY CHANGE IN ADDRESS.

EXHIBIT 10.3

AGREEMENT
BETWEEN
CHRISTOPHER & BANKS CORPORATION
AND
PETE MICHIELUTTI

THIS 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 Pete Michielutti (“Executive”).

PREAMBLE

Based upon the mutual promises contained in this Agreement and other consideration, Corporation and Executive have agreed to execute this Agreement containing the following terms and conditions:

ARTICLE 1
EMPLOYMENT

1.1 Executive agrees to continue to serve as Senior Vice President, Chief Financial Officer (“SVP, CFO”) of Corporation and as an officer of Corporation. Executive further agrees to perform such duties as are customarily incident to such position and such other duties which may be assigned to Executive from time to time by the Chief Executive Officer and/or the Board of Directors of Corporation.

ARTICLE 2
AT-WILL EMPLOYMENT

2.1 Executive acknowledges and agrees that his employment as an officer and employee of Corporation is on an at-will basis.

ARTICLE 3
DUTIES

3.1 Executive agrees to devote Executive’s full time and effort, to the best of Executive’s ability, to carry out the duties of SVP, CFO for the profit, benefit and advantage of the Company. Executive shall report directly to the Chief Executive Officer of the Corporation.

ARTICLE 4
COOPERATION

4.1 During Executive’s employment and for one (1) year thereafter, Executive agrees to cooperate fully with the Company, including its attorneys and accountants, in connection with any potential or actual litigation, other real or potential disputes, internal investigations or government investigations, which directly or indirectly involve the Company. Executive agrees to appear as a witness voluntarily upon the Company’s request regardless of whether served with a subpoena and be available to attend depositions, court proceedings, consultations or meetings regarding investigations, litigation or potential litigation as requested by the Company. With respect to the Executive’s cooperation obligations under this provision, for the one (1) year period following the cessation of Executive’s employment with the Company, the Company acknowledges that these cooperation obligations, if exercised, will impose on Executive’s time and could likely interfere with other commitments Executive may have in the future. Consequently, the Company shall attempt to schedule such depositions, court proceedings, consultations or meetings in coordination with Executive’s schedule and to allow Executive to participate telephonically as appropriate but Executive recognizes that scheduling of certain court proceedings, including depositions and trials, may be beyond the Company’s control and that for some matters or proceedings Executive’s physical presence may be required.

4.2 During the time Executive is receiving severance payments from the Corporation, Executive shall not be entitled to any additional payment for his efforts, assistance and/or cooperation pursuant to this section. If Executive is no longer receiving severance or any other form of payment, then the Corporation agrees to reimburse Executive for his time incurred under this Article 4 at a rate of $175.00 per hour for actual time spent attending such depositions, consultations or meetings. Notwithstanding the first sentence of this Section 4.2, the Corporation agrees to reimburse Executive for the out-of-pocket expenditures actually and reasonably incurred by Executive in connection with the performance of services contemplated by this Article 4, including hotel accommodations, coach airfare, transportation and meals consistent with the Corporation’s generally applicable expense reimbursement policies at such time.

4.3 It is expressly understood by the parties that (i) any services Executive may provide to Company pursuant to this Section 4 shall not be as an employee and Executive’s provision of such services shall not create an employment relationship between Executive and the Company, (ii) any payments to Executive pursuant to this provision are not wages and instead shall be reflected on a federal 1099 tax form, and (iii) the payment or reimbursement of expenses by the Corporation to Executive under this Article 4 shall be in exchange for Executive’s time and/or reimbursement for expenses actually incurred and are not intended or understood to be dependent upon the character or content of any information Executive discloses in good faith in any such proceedings, meetings or consultations.

ARTICLE 5
DEFINITIONS

5.1 “Cause” shall mean (i) any fraud, misappropriation or embezzlement by Executive in connection with or affecting the business of the Company or its affiliates, (ii) any conviction of (including any plea of guilty or no contest to) a felony or a gross misdemeanor by Executive, (iii) any gross neglect or persistent neglect by Executive to perform the duties assigned to Executive or any other act that can be reasonably expected to cause substantial economic or reputational injury to the Company, (iv) any material breach of Articles 3.1, 4.1, 6 or 7 of this Agreement, or (v) any material violation of the Company’s written policies, procedures or codes of conduct. Provided further that in connection with clauses (iii) – (v), Executive shall first have received a written notice from the Corporation’s Chief Executive Officer or its Board of Directors that summarizes and reasonably describes the manner in which Executive has persistently neglected his duties, engaged in an act reasonably expected to cause substantial harm, materially breached Articles 3.1, 4.1, 6 or 7 of the Agreement, or materially violated a Company policy, procedure or Code of Conduct (the “Event”) and, to the extent the Event is capable of being cured, Executive shall have fourteen (14) calendar days from the date notice of the Event is delivered to Executive (via electronic mail, regular mail, in person or otherwise) to cure the same, but the Corporation is not required to give written notice of, nor shall Executive have a period to cure the same or any similar failure, which was the subject of an earlier written notice to Executive under this Article 5.1.

5.2 “Company” shall mean Corporation and/or its majority-owned and wholly-owned subsidiaries.

5.3 “Confidential Information” means any information that is not generally known outside the Company, including but not limited to trade secrets, and that is proprietary to the Company, relating to any phase of the Company’s existing or reasonably foreseeable business, including information conceived, discovered or developed by Executive. Confidential Information includes, but is not limited to, business plans; strategic plans and initiatives; financial information, statements and projections; new store plans or locations; payroll and personnel records and information; marketing information, materials and plans; product designs; supplier information; customer information; customer lists; project lists; information relating to pricing and costs; or other information that is designated by the Company as “Confidential” or other similar designation or is treated by the Company as Confidential.

5.4 A “Competitor” means any of the following women’s specialty apparel companies: Ann Taylor Stores Corporation; Ascena Retail Group, Inc.; Cato Corporation; Chicos FAS, Inc.; Coldwater Creek, Inc.; New York & Co., Inc.; and The Talbots, Inc. “Competitor” shall also include: (i) all divisions, subsidiaries, affiliates and successors in interest of the stores or legal entities identified in this Article 5.4; and (ii) any person, business, or entity where a substantial portion of Executive’s duties involve providing advice, consultation, products or services to any of the entities or their affiliates identified in this Section 5.4.

ARTICLE 6
NONCOMPETITION, NONSOLICITATION AND NONDISPARAGEMENT

6.1 During Executive’s employment, Executive shall not plan, organize or engage in any business competitive with the Company or any product or service marketed or planned for marketing by the Company or assist or work with any other person or entity to do so.

6.2 During Executive’s employment and for a period of one year after termination of Executive’s employment with the Company for any reason, under any circumstance, by either party, whether voluntary or involuntary, Executive shall not, without the prior written permission of the Corporation’s Board of Directors, (i) directly or indirectly engage in activities with a Competitor or (ii) own (whether as a shareholder, partner or otherwise, other than as a 3% or less shareholder of a publicly held company) any interest in a Competitor, or (iii) be connected as an officer, director, advisor, consultant, agent or employee or participate in the management of any Competitor. If Executive violates this provision, then the duration of the restriction set forth in this provision shall be extended by the period of time during which Executive was not in compliance with this provision, provided that, except by order of a court of competent jurisdiction, this restriction shall not apply past the two-year anniversary of the last date of Executive’s employment with the Company. If Executive is interested in pursuing any activity that may violate this provision, the Corporation encourages Executive to bring that situation to the Corporation’s attention so that the parties can consider and discuss in advance whether Executive’s proposed activity would violate this provision and/or whether some accommodation might be possible that would allow Executive to engage in such activity while still protecting the Company’s legitimate interests.

6.3 During Executive’s employment and for a period of one year after termination of Executive’s employment with the Company for any reason, under any circumstance, by either party, whether voluntary or involuntary, Executive shall not solicit, entice, encourage, or induce (or attempt to do so, directly or indirectly), any employee of the Company to leave or terminate his or her employment with the Company or to establish a relationship with a Competitor. This Article 6.3 shall apply to the then-current employees of the Company and any individual who was employed by the Company at any time in the forty-five (45) day period immediately prior to Executive’s last day of employment with the Company. If Executive violates this provision, then the duration of the restriction set forth in this provision shall be extended by the period of time during which Executive was not in compliance with this provision, provided that, except by order of a court of competent jurisdiction, this restriction shall not apply past the two-year anniversary of the last date of Executive’s employment with the Company.

6.4 During Executive’s employment and for a period of one year after termination of Executive’s employment with the Company for any reason, under any circumstance, by either party, whether voluntary or involuntary, Executive shall not solicit, engage, or induce (or attempt

to do so, directly or indirectly) any vendor, supplier, sales agent or buying agent of the Company to commence work on behalf of, or to establish a relationship with, a Competitor or to sever or materially alter his/her/its relationship with the Company. The post-termination obligations of this Article 6.4 shall apply to the vendors, suppliers, sales agents and buying agents of the Company as of the date of Executive’s termination and at any time in the one-year period immediately prior to Executive’s termination date. If Executive violates this provision, then the duration of the restriction set forth in this provision shall be extended by the period of time during which Executive was not in compliance with this provision, provided that, except by order of a court of competent jurisdiction, this restriction shall not apply past the two-year anniversary of the last date of Executive’s employment with the Company.

6.5 If Executive’s employment is involuntarily terminated by the Corporation other than for Cause, the Corporation shall pay Executive the greater of (i) $175,000 or (ii) six (6) months of Executive’s highest annual salary at any time during the twelve (12) month period preceding the date of Executive’s termination, paid according to the Corporation’s normal payroll schedule and practices and subject to applicable withholdings, deductions, and tax reporting requirements; provided that as a condition to receipt of such severance Executive executes and does not rescind a general release of claims as prepared by the Corporation and in favor of the Company. Further, in the absence of an applicable government subsidy with respect to COBRA coverage and provided that Executive timely elects COBRA and executes and does not rescind the release of claims referred to above, the Company shall continue to pay for the six (6) months following the Executive’s last date of employment the employer portion of the premiums for health and dental insurance coverage under the Company’s group health and dental insurance plans in which Executive was participating on the last date of employment. Executive shall continue to be responsible to pay Executive’s portion of the premiums, if any, for such insurance coverage during this period. The Company will discontinue payments under this Article 6.5 if, and at such time, Executive (i) is covered or eligible to be covered under the health and/or dental insurance policy of a new employer, or (ii) ceases to participate, for whatever reason, in the Company’s group insurance plans. By his signature below, Executive acknowledges and agrees that the Company may modify or terminate its group insurance plans at any time and that Executive shall have the same right to participate in the Company’s group insurance plans only as is provided on an equivalent basis to the Company’s employees. Executive further agrees to promptly provide the Company notice if Executive becomes covered or eligible to be covered under the health and/or dental insurance policy of a new employer. In the event there is a government subsidy with respect to COBRA for which the Company and/or Executive is eligible at time of Executive’s termination of employment, then such subsidy shall take precedence and be controlling and the Company shall not be obligated to pay the employer portion of premiums as described above but only to comply with the subsidy criteria.

6.6 Executive promises and agrees not to disparage the Company and the Company’s officers, directors, employees, products or services.

ARTICLE 7
CONFIDENTIAL AND PROPRIETARY INFORMATION, IDEAS, AND PROPERTY

7.1 Executive promises and agrees to take reasonable measures to maintain and preserve the confidentiality of the Confidential Information.

7.2 Executive promises and agrees not to use or disclose Confidential Information except in the course of performing Executive’s duties solely for the benefit of, and on behalf of, the Company.

7.3 Executive promises and agrees not to use, discuss, disclose, divulge, or make available in any way, whether directly or indirectly, Confidential Information to any person or entity not authorized by the Company to receive or use it.

7.4 Executive promises and agrees not to disclose or discuss, directly or indirectly, in any manner whatsoever, any information regarding the contents and terms of this Agreement, other than to Executive’s legal and financial advisors or Executive’s spouse, if applicable, provided such persons agree to keep the information confidential, or as otherwise required by law.

7.5 Employee acknowledges and agrees that all documents, electronic data or files, or other tangible property relating in any way to the business of the Company, including those which are conceived by Executive or come into Executive’s possession during Executive’s employment, are and shall remain the exclusive property of the Company, and Executive agrees to return all such documents, electronic data and files, and tangible property to the Company upon termination of Executive’s employment or at such earlier time as the Company may request of Executive, and Executive further promises and agrees not to retain any copies, summaries, or abstracts thereof.

7.6 The obligations of this section shall continue after the termination of Executive’s employment and shall be binding on Executive’s assigns, executors, administrators, or other legal representatives.

ARTICLE 8
JUDICIAL CONSTRUCTION

8.1 Executive believes and acknowledges that the provisions contained in this Agreement, including without limitation the provisions contained in Articles 4.1, 6, and 7 of this Agreement, are fair and reasonable and necessary to protect the Company’s legitimate interests. Nonetheless, it is agreed that if a court finds any of these provisions to be invalid in whole or in part, such finding shall not invalidate any such provision, nor the Agreement, in its entirety, but rather the provision in question shall be construed, blue-lined, reformed, rewritten, and/or equitably modified by the court as if the most restrictive covenants permissible under applicable law were contained herein.

ARTICLE 9
RIGHT TO INJUNCTIVE RELIEF

9.1 Executive acknowledges that a breach or threatened breach by Executive of any of the terms of Articles 4.1, 6 or 7 of this Agreement will render irreparable harm to the Corporation or its related entities. Accordingly, the Corporation shall therefore be entitled to any and all equitable relief, including, but not limited to, temporary and permanent injunctive relief, and to any other remedy that may be available under any applicable law or agreement between the parties, and to recover from Executive all costs of litigation including, but not limited to, attorneys’ fees and court costs incurred in enforcing the provisions of Articles 4, 6 and 7.

9.2 Executive acknowledges and agrees that, in the event a court determines that a bond is necessary in connection with any grant to the Corporation of injunctive relief, then a fair and reasonable amount for any such bond would be $5,000.

ARTICLE 10
ASSIGNMENT

10.1 Executive consents to and the Corporation shall have the right to assign this Agreement to its successors or assigns. Additionally, Executive consents to and the Corporation shall have the right to assign this Agreement to any subsidiary, and all covenants or agreements hereunder shall inure to the benefit of and be enforceable by its successors or assigns.

10.2 For purposes of Article 10.1 and the possible assignment of this Agreement, the terms “successors” and “assigns” shall include any corporation which buys all or substantially all of the Corporation’s assets, or a controlling portion of its stock, or with which it merges or consolidates.

10.3 Executive’s rights under this Agreement are personal to Executive and may not be assigned except with the written consent of the Corporation’s Board of Directors.

ARTICLE 11
FAILURE TO DEMAND PERFORMANCE AND WAIVER

11.1 The Corporation’s failure at any time to demand strict performance or compliance by Executive either during or after Executive’s employment with any part of this Agreement shall not be deemed to be a waiver of the Corporation’s rights under this Agreement or by operation of law. The Corporation’s rights under this Agreement can only be waived expressly, in writing by the Corporation’s Board of Directors. Any express waiver by either party of a breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.

ARTICLE 12
ENTIRE AGREEMENT

12.1 The Corporation and Executive acknowledge that this Agreement contains the full and complete agreement between and among them, that there are no oral or implied agreements or other modifications relating to the same subject matter not specifically set forth herein. The parties further agree that no modifications of this Agreement may be made except by means of a written agreement or memorandum signed by both parties.

ARTICLE 13
GOVERNING LAW

13.1 The parties acknowledge that the Corporation’s principal place of business is located in the State of Minnesota. The parties hereby agree that this Agreement shall be construed in accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Minnesota.

13.2 Executive and the Company agree to submit to the exclusive jurisdiction of, and venue in, the courts of the State of Minnesota, County of Hennepin, or of the Federal District Court of Minnesota with respect to any dispute that may arise between them.

ARTICLE 14
SURVIVAL

14.1 The parties agree that Articles 4, 6 and 7 of this Agreement, and those provisions necessary for the enforcement of Articles 4, 6 and 7 of this Agreement, shall survive termination of this Agreement and termination of Executive’s employment for any reason.

ARTICLE 15
UNDERSTANDINGS

15.1 Executive hereby acknowledges that (i) this Agreement constitutes good and valuable consideration in exchange for the obligations and agreements undertaken by Executive by this Agreement, including, without limitation, the provisions contained in Articles 6 and 7 of this Agreement, (ii) Executive has carefully considered the obligations, restrictions, and undertakings contained in this Agreement and, having had the opportunity to confer with counsel of Executive’s own choosing, has determined that they are reasonable; and (iii) the obligations, restrictions, and undertakings contained in this Agreement will not unduly restrict Executive in securing other employment or earning a livelihood in the event of Executive’s termination of employment.

15.2 Executive promises and agrees to inform any potential new employer of the restrictions contained in Articles 6 and 7 of this Agreement. By signing below, Executive also authorizes the Corporation to notify third parties (including, but not limited to, Executive’s actual or potential future employers) of Articles 6 and 7 of this Agreement, and those provisions necessary for the enforcement of Articles 6 and 7 of this Agreement, and Executive’s responsibilities hereunder.

15.3 Executive represents and warrants to the Corporation that Executive is not under, or currently bound to be under in the future, any obligation to any person or entity that is or would be inconsistent or in conflict with this Agreement or would prevent, limit, or impair in any way the performance by Executive of Executive’s obligations hereunder.

15.4 If Executive possesses any information that Executive knows or should know is considered by any third party to be the confidential, trade secret, or otherwise proprietary information of such third party, Executive shall not disclose such information to the Company or use such information in the course of Executive’s employment or in any other way to benefit the Company.

IN WITNESS WHEREOF, the Corporation has hereunto signed its name and Executive hereunder has signed Executive’s name, all as of the day and year written below.



		CHRISTOPHER & BANKS CORPORATION

Date:	January 30, 2013	By:	/s/ LuAnn Via

Witness:	/s/ Luke Komarek	Its:	President and Chief Executive Officer


		PETE MICHIELUTTI

Date:	January 30, 2013	/s/ Pete Michielutti

Witness:	/s/ Luke Komarek

Exhibit 14.1

Christopher & Banks

Corporation

Code of Conduct

Do the Right Thing – Every Day

A Message from the Chief Executive Officer

Dear Associates:

Christopher & Banks enjoys a reputation as an organization with a strong ethical culture and we hold ourselves to high standards. Nowhere else is that more true than in our expectations for ethical conduct in every aspect of our business. That reputation is largely based on you, our Associates, and upholding that reputation is the responsibility of each Associate, every single day. This includes implementing and following good business practices and ongoing efforts to maintain and promote a culture based on ethics and integrity.

“Act with Integrity” is one of our eight Ethical Principles - a principle that expects us to do the right thing - every day . It also means that we have to be fair and honest in all our dealings with co-workers, customers, business partners, shareholders, competitors and the communities in which we live and work. Behaving ethically and with integrity is essential to maintaining our reputation as a great place to work, with our Friends as a preferred shopping destination, and with our communities and shareholders as a responsible corporate citizen.

Since our Company's image and reputation are a reflection of what each one of us says or does, we must maintain high standards of ethical business conduct - even when not legally mandated - so that our actions reflect well, both on our Company and on us. We have a shared responsibility to make legal compliance and ethical business practices a part of the culture of our Company so that we always act in a manner that upholds our values, creates trust and maintains our reputation.

To meet this responsibility, we must understand what is expected of us - and what is not. Our Code of Conduct is designed to help you better understand the policies and principles that drive our business and make this a great place to work and ultimately to help you make decisions consistent with those policies and principles.

Because we place such a high priority on our ethical conduct, I ask that each of you read our Code of Conduct, think about how it applies to your role, learn how you can ask for advice or get answers to questions regarding CBK's policies and expectations, and keep the guide on hand for future reference. In addition, if you ever suspect unethical or illegal business practices, it is your personal responsibility to report it using the avenues outlined in the Code.

We recognize, however, that you may have questions and no set of rules or policies can cover every possible situation that may arise. If you are in doubt or unsure about a business matter that has ethical implications, seek appropriate guidance. The “Know What's Expected, Speak Up” section on page 5 of the Code describes the process you should follow when questions arise.

I sincerely appreciate your commitment to upholding our high standards of business conduct.

/s/ LuAnn Via

LuAnn Via

President and Chief Executive Officer

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Table of Contents



	Page
A Message from the Chief Executive Officer	2
Ethical Principles	5
Do the Right Thing - Every Day	6
Code Applies to All Associates	6
Ethical Companies are Built by Ethical People	6
Let the Ethical Principles be Your Guide	6
Other Policies Also Apply	6
We Lead by Example	6
Know What's Expected, Speak Up	6
Our Pledge of Non-Retaliation	7
Am I Making the Right Decision?	7
Consequences of Violations of Our Code	8
Waivers	8
Acknowledgement of Training on the Code	8
Treat Associates and Customers with Respect	9
Maintaining a Respectful Workplace	9
Rules on Alcohol and Drugs in the Workplace	10
Maintaining Employee Privacy	11
Respect Our Customers	11
Ensuring Customer Privacy	11
Respect the Law and the Worldwide Community	13
Compliance with the Law	13
Handling Money Effectively	13
Environmental Laws	13
Competition and Fair Dealing	14
International Trade Issues	14
Ethical Sourcing	15
Preventing Bribery and Corruption	17
Dealings with Government Employees	17
Audits, Investigations and Legal Proceedings	18
Treat all Investors Fairly - Our Public Disclosures Should be Authorized and Accurate	20
Maintain and Protect Confidential Information	20
Keep Accurate Records	20
Restrictions on Trading in CBK Stock	21
Communications with Investors, Securities Analysts and the Press	23
Internet Discussion Forums/Social Media	23
Protecting the Company's Assets, Financial Results and Integrity	25
Proper Use of Company Assets and Property	25
Electronic Mail and CBK's Technology Resources	26
Loss Prevention	27
Conflicts of Interest	27
Gifts and Entertainment	29
Review of Travel and Expense Reports	31
Political Activity	31
Administration of the Code	32
Where Should You Report Your Concern?	32
The Hotline	32

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Christopher & Banks

Ethical Principles

Act with Integrity

Always do the right thing - it is what is expected of everyone at Christopher & Banks.

Be Honest and Responsible

Embrace honest, open communications and actions - do what you say and always do more than is expected.

Build Trust and Respect

Create and maintain an atmosphere of mutual trust and respect - only through cooperation and trust do successful, long-term working relationships flourish.

Ensure Customers Come First

Customers define quality - the customer is the most important judge of the quality of our products and service - we know we have succeeded when our customers feel that they have benefited from their relationship with us.

Act in the Company's Best Interests

Be professional - do not place personal interests above those of our customers, the Company, its Associates, shareholders and other stakeholders.

Succeed through Teamwork

Teams work - by building on each other's ideas and skills and working collaboratively, we make better decisions and obtain better results than we can by working alone.

Reward Innovation

Think smart, move fast - exercise initiative, deliver quality results and do not be afraid to take calculated risks.

Promote Diversity

Encourage and promote diversity of thought, culture, gender, ethnicity and lifestyles.

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Do the Right Thing - Every Day

Code Applies to All Associates

This Code of Conduct (“Code”) applies to all Associates of Christopher & Banks Corporation and its subsidiaries (“CBK” or the “Company”). The term “Associate” as used in this Code includes all CBK employees, officers and members of the Board of Directors, unless indicated elsewhere in this Code.

Ethical Companies are Built by Ethical People

CBK's reputation and business success depends on each Associate always acting consistent with the law, our policies and our values. We work hard to build trust and create an environment that invites candor and engagement. In turn, you - and every other Associate - have a personal responsibility to comply with this Code and the law, and to act ethically.

Let the Ethical Principles be Your Guide

The successful application of the Code of Conduct depends on each Associate accepting the responsibility to act honestly and ethically. Misrepresenting facts or unethical behavior must not be tolerated by any Associate, no matter where or how it occurs. It is not possible to draft standards of conduct that cover every possible situation an Associate may confront. Therefore, use the CBK Ethical Principles as your guide and, if you have questions, ask.

Other Policies Also Apply

The Company has adopted various policies and procedures that deal in greater detail with some of the issues discussed in the Code. Associates are also expected to be familiar and to comply with all applicable Company policies and procedures whether or not they are expressly referenced in this Code. It is important to recognize that these other policies may be modified or updated from time-to-time even if the Code is not.

We Lead by Example

If you ever find yourself faced with an ethical dilemma at CBK, you should:


•	act in an honest and candid manner,


•	ensure that those you supervise understand and act according to CBK's Ethical Principles,


•	remember there are various resources available to you for help with issues or questions, and


•	support employees who in good faith ask questions or raise concerns.

Remember, perception matters and the answers are not always clear.

Know What's Expected, Speak Up

Each of us is responsible for knowing what CBK expects. By becoming familiar with this Code and the policies it highlights, you will be better equipped to recognize and respond to ethical dilemmas.

Remember, whenever in doubt - ask first . Talk to your manager or Human Resources when:


•	you need advice;


•	you don't know the proper course of action;


•	you believe someone has violated the law or our policies;


•	you believe someone has acted unethically; or


•	you may have been involved in misconduct.

You may also turn to a member of the executive team or the Chief Compliance Officer of the Company for assistance. The Chief Compliance Officer is Luke Komarek, the Senior Vice President and General Counsel of the Company, and he can be reached at CCO@christopherandbanks.com or at 763-551-2807. The Ethics & Integrity link ( http://cbknet.christopherandbanks.com/Resources.aspx?TypeID=16 ) on the

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Intranet also contains a variety of resources, including this Code, Frequently Asked Questions and links to other policies.

Although we strongly encourage you to resolve concerns directly with the resources listed above, if you are uncomfortable with these options or if the issue is not addressed, you may also call the Hotline, referenced below.

The Hotline

A confidential Code of Conduct Hotline (the “Hotline”) has been established for Associates to report questionable or unethical activities. The Hotline is operated by an independent company for the purpose of providing another avenue by which Associates may report policy violations or other inappropriate behavior. The toll free number is 1-888-256-4933. Calls may be made 24 hours a day, 7 days a week. Associates can also make reports electronically by going to www.ethicspoint.com and clicking on “File a Report”.

Using the Hotline

If you use the Hotline to make a report or ask a question - whether by phone or online - you may remain anonymous if you wish. If you choose to remain anonymous, you will be instructed on how to check on the status of your report if you contact the Hotline to follow-up.

What Happens Next?

If you make a report, it will be investigated. You may be asked to provide more information if you provide your name. If you make your report anonymously, any follow-up questions will be posted through the Hotline for you to review and respond. You may or may not receive information on the results of the investigation but you are likely to receive confirmation that the issue has been investigated.

Q.I'm concerned about reporting a suspected violation of the Code. What if I am wrong? Will I get in trouble?

A.We will not permit retaliation against Associates for making a report in good faith, even if it turns out to be unfounded or inaccurate. Investigations will be conducted in an objective, fair and discrete manner. Where appropriate we encourage you to talk to your manager first to help decide the best course of action.

Our Pledge of Non-Retaliation

Even companies with high ethical standards occasionally have issues. When we do, we want them reported so they may be addressed. It takes a great deal of courage to report an activity or decision that is, or has the appearance of being, contrary to our values. In these situations, we will listen to your concerns.

The Company prohibits retaliation against you for making a good faith report about a questionable business practice or behavior. However, Associates who knowingly make false accusations or provide false information in making a report are subject to discipline.

Am I Making the Right Decision?

If you are trying to decide whether a particular course of action is the correct one to take, your decision is right if you can answer “yes” to all three of these questions.


•	Is the activity legal and consistent with Company policy?


•	Am I acting in the best interests of the Company and its stakeholders?


•	Would I be proud to tell someone I respect about the decision or choice I made?

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Consequences of Violations of Our Code

All violations of our Code - no matter how trivial they may seem at the time - may be harmful to the interests of the Company and will be treated accordingly. Associates who violate the Code are subject to disciplinary action up to and including termination of employment.

Waivers

The Company will waive application of the policies in this Code only where circumstances warrant. Waivers of the Code for executive officers and Directors may be made only by the Board of Directors as a whole or the Board's Governance and Nominating Committee and will be disclosed as required by law.

This Code and the policies discussed in it are not an employment contract. No contractual rights are created by issuing the Code or the policies it describes or references.

Acknowledgement of Training on the Code

Following training on the Code, Associates may be expected to confirm their individual commitment to act responsibly on behalf of the Company by acknowledging in writing that he or she has received the Code and will adhere to its standards. On a periodic basis, Associates in management and certain other positions will be asked to reaffirm their commitment to and their compliance with the Code.

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Treat Associates and Customers with Respect

Associates are our most valuable asset.

We aspire to be an employer of choice. Our business success comes when employees feel empowered to take initiative, voice their opinions and build on their experiences within the Company and in the community and we strive to create an atmosphere of mutual trust and respect.

Maintaining a Respectful Workplace

Policy Overview

We value our Associates contributions and are highly committed to providing an environment that supports their varying needs. We value the many ways people differ. Every day we see the power of different viewpoints at work. Associates who act consistently with our commitment of a culture of inclusion make others feel welcome, appreciated and respected.

Wherever we do business, we comply with wage and hour standards, laws prohibiting discrimination and harassment, safety guidelines and requirements of equal employment opportunity. Should you have a concern about discrimination, harassment or other unlawful conduct, talk to your manager or to Human Resources. We will investigate promptly and respond as appropriate.

We specifically prohibit discrimination on the basis of:



• age	• marital or family status	• religion
• color	• military status	• gender
• disability	• national origin	• sexual orientation
• ethnicity	• race

or any other characteristic protected by law.

Q. When should I report a concern about harassment or discrimination?

A. The situation should be reported immediately to your manager and/or Human Resources representative. If you are uncomfortable discussing your concern with your manager or Human Resources representative, you should contact the Company's General Counsel or another member of the Leadership Team. In addition, you can call the Ethics Hotline at 1-888-256-4933 . Every effort will be made to deal with concerns discreetly and respectfully. In order to conduct an investigation, the Company will need to disclose certain information and is likely to interview potential witnesses. All Associates, whether they report or are witnesses to the alleged harassment or discrimination, are required to participate in an investigation and must keep the investigation confidential.

Do's


•	Managers should strive to be consistent in their supervision of and dealings with all Associates.


•	Recognizing our individual differences can help improve our ability to address issues and solve problems.


•	Treat Associates, customers, suppliers and visitors with respect, courtesy and dignity. Treat them as you expect to be treated.


•	Report incidents of harassment or discrimination to the proper management representatives.


•	Take meals and rest breaks consistent with applicable state law and Company policy.


•	Record hours properly.


•	Only adjust time records to ensure they are accurate, consistent with Company policy and not to meet payroll, budget or to avoid the payment of overtime.

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•	Promptly report all accidents, injuries, unsafe conditions or potential hazards.


•	Report threats of intimidation or other unsafe behavior.

Don'ts


•	Avoid making vulgar, obscene, unwelcome, insulting or similar offensive remarks.


•	Do not allow non-exempt Associates to work “off the clock”.


•	Do not permit retaliation against an Associate who has complained about discrimination or harassment.

Q. I understand the Company supports diversity. Does this mean I need to hire someone of a particular color or race if my current department or store is not representative of that color or race?

A. No. While we want a diverse workforce when viewed from a variety of perspectives, you should hire the most qualified person. We do not hire persons of a particular color or race, whether Caucasian, African American or Asian, merely to have a representative from that group in the workforce.

Q. Andrea is an assistant manager who typically works noon to 8:00 p.m. and is responsible for closing the store. One week she worked 42 hours but is surprised when her check shows she only got 1.5 hours of overtime. When she raises this with Michelle, the store manager, she tells Andrea that she “took too long” in closing the store on a couple of occasions, so she reduced her overtime by a half an hour. Andrea decides not to “make a big deal” out of it as it is “only a half an hour”. Was Michelle right doing this?

A. Absolutely not. Michelle's actions violated Company policy. Christopher & Banks has a strict policy on always paying its employees for all hours worked, no exceptions. Since Michelle is violating Company policy, Andrea should immediately report the matter.

Rules on Alcohol and Drugs in the Workplace

Policy Overview

CBK is committed to providing a work environment free of substance abuse. Our substance-abuse workplace policy prohibits:


•	The possession of illegal drugs in the workplace. The presence of illegal drugs will not be tolerated under any circumstances.


•	Using or being under the influence of alcohol, illegal drugs or any other controlled substance during the workday.

Do's


•	Seek professional help if you have a problem with substance abuse before it adversely affects you professionally or personally.


•	Remember that, even in a business social setting where alcohol is served, you are a representative of the Company and are expected to act appropriately.

Q. What if I take cold medicine to make me more alert during the workday?

A. Associates taking over-the-counter or prescription drugs must be aware of any potential effect such drugs may have on their ability to work safely and are expected to communicate any possible issues to their manager.

Rev 5: January 2013 CBK Code of Conduct

Note : Possession or use of prescription medication for medical treatment is permitted so long as its use in the workplace does not pose a health or safety risk to you or others. The responsible consumption of alcohol at business dinners or after-work business functions is permitted. Consistent with our policy, excessive drinking at these events is prohibited.

Maintaining Employee Privacy

Policy Overview

Privacy protection is important. We manage your personal information consistent with the guiding principles below.

Do's


•	Keep employee records accurate and up-to-date.


•	Permit access and use only for legitimate business purposes, e.g. , payroll and benefits administration.


•	Do not permit disclosure of personal records in Company files to third parties except under circumstances permitted by our policies.


•	Follow established retention and destruction policies and procedures.


•	Promptly respond to any questions or concerns raised by employees about their records.

Q. I received a call from an individual outside the Company asking for my Associates' start dates, titles and base salaries She told me that she is working with Human Resources on a benchmarking project and that it was urgent. I'm not sure what to do.

A. Information about our Associates contained in the Company's personnel records is confidential and should only be given to those who are authorized to have this information. Never provide this type of information unless you are certain that it is appropriate to do so. In this situation, contact the Vice President of Human Resources to ensure that this is a legitimate request.

Respect Our Customers

Policy Overview

All of our customers are entitled to the highest level of customer service and to be treated with dignity and respect without regard to their age, race, color, sex, religion and other individual characteristics.

Do's


•	Provide the same level of professional service to all customers.

Ensuring Customer Privacy

Policy Overview

Maintaining customer trust requires that we use their information appropriately. We are committed to protecting customers' privacy and following applicable and evolving laws in this area. We gather information from customers to deliver better products and services, and to learn about their preferences. Access to customer information is restricted to those employees designated as having a need to know for business or legal reasons.

You must not access customer information or use customer information except for appropriate business purposes and must protect the confidentiality and security of customer information, such as purchase history, loyalty reward number or credit card numbers. You should be familiar with and handle customer information in accordance with the Company's privacy policies, which detail our commitment to privacy

Rev 5: January 2013 CBK Code of Conduct

and information protection, and internal privacy and information security policies and standards. No associate may disclose a customer's personal identifiable information, purchase history or credit information to non-affiliated companies or third parties unless authorized to do so by an officer of the Company.

For more information about our privacy policies, please refer to http://www.christopherandbanks.com/helpdesk/index.jsp?display=safety&subdisplay=privacy or http://www.cjbanks.com/helpdesk/index.jsp?display=safety&subdisplay=privacy.

If you believe such information has been compromised, please contact your Manager or the Company's Chief Privacy Officer ( cpo@christopherandbanks.com or call 763-551-5101).

Q. I've noticed that several Associates that work with sensitive customer and other confidential information do not log off their computer, even when they leave their work area for meetings or at the end of the day. Is this appropriate?

A. No. To protect customer information and other confidential information, you should always log off of your computer if your work area will be unattended for a period of time.

Do's


•	Respect customer privacy and follow Company guidelines on protecting such information.


•	Use customer records only for proper business purposes.


•	Become familiar with and follow the Computer Use Policy which contains additional information on the proper handling of sensitive or proprietary information.

Q. How much customer information can I share with others at Christopher & Banks?

A. Only share information that is critical to the task. For example, if you need to send an email containing customer information to another employee, only include the information necessary to complete the request. Send information only to the necessary persons and mark it as “confidential”.

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Respect the Law and the Worldwide Community

Compliance with the Law

Policy Overview

As a Company, we strive to be a responsible corporate citizen. All Associates must obey all applicable local, state and federal laws and regulations here and in any country in which we transact business. Also, do not allow others to take actions on our behalf that would be in violation of the law or this Code.

Handling Money Effectively

Policy Overview

Money laundering occurs when individuals or companies try to conceal illicit funds or make the source of their funds look legitimate. It is often associated with the illegal narcotics and arms trades. Take these precautions to avoid involving the Company in money laundering situations:


•	Know your vendors well. Assess the vendor's integrity, be familiar with its business practices and perform reference or background checks.


•	Be clear with the vendor on what is acceptable and what will not be permitted. Make sure to follow our vendor compliance approval and set-up process.


•	Monitor payments and invoices used in transactions. Watch for questionable transactions or sudden changes in practices. Cash transactions in excess of $10,000 are required by law to be reported.

Money laundering concerns about any vendor should be reported to the Finance or Legal Department.

Q. A customer came in and purchased tons of clothes and said she was going to give the clothes away to a charity. She paid for it all in cash and the total price was just over $10,000. What should I do?

A. You should immediately tell your store manager. We may have an obligation to report such a large transaction involving cash to the government.

Q. A vendor has requested that we pay the vendor's invoice to a third party in a different country. The different country has a reputation for questionable business practices. Should I change the invoicing and make these payments?

A. No. This activity looks suspicious, and money laundering may be involved. The Finance and Legal Department should be promptly notified of this request. In general, payments should not be made to a party who did not perform the work to which the payment relates. You should know your vendor, its reputation and business practices. You should not do business with this vendor in this manner and should await further direction from the Finance and Legal Department.

Environmental Laws

Policy Overview

The Company is committed to complying with all federal, state and local environmental protection laws. In addition, the Company encourages all Associates to conserve energy and other resources, to reduce the amount of waste the Company produces and to participate actively in any recycling efforts.

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Do's


•	Promote environmentally conscious behavior by complying with all environmental laws, reducing waste and participating in the Company's recycling efforts.

Competition and Fair Dealing

Policy Overview

The retail apparel business is highly competitive. Associates must deal fairly with the Company's customers, vendors, competitors and other Associates. Associates should not make false or disparaging statements about our competitors or their products. No Associate should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair practice.

Do's


•	Conduct day-to-day business activities consistent with the Ethical Principles.


•	Refer all questions or inquiries from outside attorneys or regulators to the General Counsel.

Don'ts


•	Do not enter into business arrangements with our competitors without seeking legal advice.


•	Do not have any contact, whether direct or through others, including trade associations, with any competitor about the pricing of our products, the timing or content of our sales events, or any other aspect of the Company's channels of distribution.

International Trade Issues

Policy Overview

Associates operating in the international community must be aware of and comply with laws and regulations governing the conduct of international trade.

Imports and Domestic Products

All products bought by the Company must comply with all applicable laws, regulations, standards and orders of the U.S. ( e.g. , U.S. Customs Service, labeling regulations, product testing requirements). In addition, all labeling and all customs entry and commercial documents required for entry into the U.S. must be true and accurate. This policy also applies to any vendors working with or for us.

Trade Controls

The U.S. and a number of international authorities periodically impose restrictions on trade dealings with certain entities and individuals based on their involvement or sponsorship of terrorism, arms proliferation or drug trafficking. Generally, these restrictions prohibit us from conducting any transactions with these countries or any of the designated entities and individuals. Other restrictions limit the export by U.S. companies of products, technology and know-how to foreign countries or foreign nationals. Associates who conduct business internationally are expected to understand these restrictions and work with the Logistics and Legal Departments to ensure all Company business transactions are consistent with the law.

U.S. Anti-Boycott Act

Occasionally, as a condition of doing business, a foreign business entity from one country may request that a U.S.-company such as CBK refrain from doing business with - or boycott - businesses from another country. In addition to direct requests, such conditions may also be found in letters of credit, shipping instructions, certificates of origin and other contract related documents. Such boycotts are strictly prohibited under U.S. law and even a request to participate in such a boycott must be promptly reported to the U.S. Government. As a result, any Associate receiving such a request should immediately report it to the Legal Department.

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Do's


•	Know who your supplier is and any legal restrictions relating to them.


•	Examine purchase orders, contracts, letters of credits and other types of requests for information from third parties to ensure they do not contain any boycott-related requests.


•	Follow all applicable trade and export control laws of the U.S. and the countries in which we do business.


•	Follow all applicable U.S. and local country customs and import laws, particularly those relating to documentation, country of origin markings and classification of goods, among others.

Don'ts


•	Do not do anything that facilitates doing business with a prohibited country or person, including through third parties.


•	Never cooperate with any restrictive trade practice or boycott that is prohibited by U.S. or applicable laws and promptly report any such requests. Note : An illegal boycott request under U.S. laws is any request from a third party to take part in actions against countries friendly to the U.S. including, but not limited to, Israel.


•	Do not provide an inaccurate, incomplete or unsubstantiated invoice or import documentation, including those related to product description, classification, valuation, country of origin or quantity.

Q. A foreign business partner has offered to document a merchandise transaction at a lower price per unit than we are actually paying. This will save a substantial amount of import duties and help the Company. Is this permissible?

A. Absolutely not. Any false documentation of any Company business or transactions is prohibited. Using such false documentation to evade our properly payable import duty by concealing the true value of the goods or their country of origin is improper.

Ethical Sourcing

Policy Overview

The Company is committed to doing business with vendors who share the Company's commitment to act with integrity, especially regarding fair labor laws and other social compliance issues.

Our vendors are all asked to commit to meeting our Vendor Code of Conduct, which includes provisions regarding the prohibition on the use of child labor or prison labor, payment of fair wages and overtime, and satisfying other working and living conditions. Our Vendor Compliance Program also includes factory compliance inspections.

Associates must work to ensure that vendors are complying with these expectations. If you become aware of any vendors who are not in compliance, you must immediately notify the Sourcing or Legal Department.

If you have questions or need clarification on this subject, contact the Director-Production and Sourcing.

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Q. Local law in several Asian countries where we source some of our products allows companies to employ prison inmates to perform work at minimal cost. Why can't we hire these types of workers?

A. Doing so would violate Company policy banning forced labor by the companies that manufacture our products.

Q. I think one of our vendors employs under age children, in violation of the local labor laws in the country in which the vendor's factory is located. What should I do?

A. You should immediately inform a member of the Sourcing Department. Christopher & Banks' requirement is that all vendors and suppliers comply with all applicable labor laws and our Vendor Compliance Policy prohibits child labor.

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Preventing Bribery and Corruption

Policy Overview

CBK strives to do business through proper means and actions. Therefore, we must avoid any behavior that could be perceived as a form of bribery or corruption. Bribery arises when one party, directly or indirectly, offers something of value to another party in order to improperly gain business or obtain favorable treatment.

Dealings with Vendors and Suppliers

Giving, offering, authorizing or taking bribes from current or potential vendors, suppliers and other business partners is strictly prohibited. Bribes include money, favors, gifts or entertainment provided to obtain or retain business. We expect agents and suppliers to maintain these same standards when acting on our behalf.

Dealings with Government Employees

As a global enterprise, we abide by each country's anti-bribery and anti-corruption laws. In addition, the Company and its Associates must comply with the Foreign Corrupt Practices Act (“FCPA”) in all countries where we do business. In general, the FCPA prohibits corrupt payments or bribes made directly or indirectly to all non-U.S. government officials, political parties or political candidates (collectively “non-U.S. government officials”) for the purpose of obtaining or keeping business or improperly influencing government action. The “obtain or retain” business language has been interpreted broadly and may include, by way of example, payments to government officials to induce them to understate customs duties or to improperly expedite the importation of goods.

The FCPA defines non-U.S. government officials broadly to include any officer or employee of a non-U.S. government or any department, agency or instrumentality thereof, or of a public international organization, or any person acting in an official capacity for or on behalf of any such government or department, agency or instrumentality, or for or on behalf of any such public international organization.

The FCPA applies to individuals as well as corporations and requires companies to keep and maintain books and records that accurately reflect the transactions of the corporation. In a situation in which the local laws and the FCPA conflict, we will abide by the most conservative standard.

Do's


•	Do instruct third parties acting on CBK's behalf that such activities are prohibited.


•	Do make sure that all transactions are recorded accurately and correctly reflect the nature of the transaction.


•	Any requests for a bribe or anything of value by a non-U.S. government official should be immediately reported to the General Counsel.


•	If in doubt, seek advice before proceeding.

Don'ts


•	Do not give or accept something of value in order to improperly gain business or obtain favorable treatment.


•	Do not make or offer anything of value directly or indirectly through a vendor or agent to non-U.S. government officials or their relatives that could be interpreted as being to obtain or retain business without first consulting with and obtaining the approval in advance by the Legal Department and your manager.


•	Do not assume that a payment that may be accepted practice in the host country is permitted under the FCPA.

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Q. Some of our vendors are required to have an approved license to ship our products. This process can take 3 months but the vendor suggests he can expedite the process if we are willing to pay the approving agent an extra amount. It looks large. May I pay the extra cost?

A. This is a payment to a government official and needs to be approved in advance by the Legal Department and your manager. It does not matter that the payment may be made by our vendor. It is still attributable to our business. Since the extra amount suggested is large, it does not fall under the narrow exception under the FCPA that allows small payments to expedite routine transactions and therefore, the payment is prohibited under the Code.

Q. Are payments to facilitate a routine government action permitted under the FCPA?

A. In some cases, yes. According to a recent pronouncement by the SEC: “The FCPA's bribery prohibition contains a narrow exception for 'facilitating or expediting payments' made in furtherance of routine government action. The facilitating payments exception applies only when a payment is made to further 'routine government action' that involves non-discretionary acts'.” An example of 'routine government action' includes processing visas. If you have any doubts, seek advice first.

Audits, Investigations and Legal Proceedings

Policy Overview

Each Associate is expected to cooperate fully with any audit, inquiry or investigation undertaken at the Company's direction by its attorneys, investigators, internal auditors or independent public accountants. In addition, the General Counsel must be immediately notified of any investigation or other legal proceedings in which the Company becomes or is likely to become involved. This policy also covers situations where an Associate becomes involved as a witness if the matter relates to the Associate's duties for the Company. While it is Company policy to cooperate with all government investigations, it is also important that the Company protect its legitimate business interests while an investigation is ongoing. Consequently, Associates may not disclose any information, whether oral or written, or records or files of any nature, to any third party on the Company's behalf, except upon the prior approval of the General Counsel or an outside attorney hired by the Company. Regardless of whether an Associate is acting on the Company's behalf, no confidential Company information or trade secrets may be disclosed to any third party in connection with a government investigation without the prior approval of the General Counsel or the Company's outside counsel.

Records relevant to litigation, audits or investigations may need to be kept beyond the standard requirements. Know and follow the Company's or your Department's policies and practices with respect to document retention. Also be aware there may be situations where there is a legal hold placed on our normal document destruction practices, to ensure you do not destroy or misplace important information that may be relevant to specific litigation that the Company is involved in at the time.

Do's


•	Immediately notify the General Counsel if you are contacted by a government agency.


•	Maintain as confidential any matter in which you are contacted by the Company's General Counsel or outside counsel relating to an investigation, audit or lawsuit.

Don'ts


•	Do not destroy or alter any documents in anticipation of a request for those documents from any government agency or a court.


•	Do not lie or make any misleading statements to any government investigator.

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•	Do not attempt to cause any other Associate, or any other person, to either (i) fail to provide information to any government investigator or (ii) to provide any false or misleading information to a government investigator.


•	Do not in any way mislead an auditor or investigator by providing or causing others to provide false, incomplete or non-responsive information.

Q. What happens if I receive a subpoena to produce Company documents or give testimony involving the Company?

A.Do not attempt to respond to the issuer of the subpoena directly. Seek legal assistance; a subpoena usually requires a quick response, so forward it immediately to the Legal Department.

Q. What should I do if a law enforcement official contacts me and requests company documents from Christopher & Banks?

A. You should promptly notify the Legal Department of the request before providing any information. Explain to the official that Christopher & Banks' policy requires notification of the Legal Department before any information is provided. The Legal Department will evaluate the request, including whether a subpoena will be required for disclosure of the requested information.

Q. What should I do if a law enforcement official asks to speak with me as a non-party witness about an investigation involving the Company?

A. It is Christopher & Banks policy to cooperate with government investigations and give government investigators the full measure of assistance to which they are entitled, consistent with the safeguards that the law has established for the benefit of persons under investigation. Generally, if a government investigator or agency contacts you seeking information or access to the Company's records or facilities, politely inform the investigator or agency that the Company's policy is generally one of cooperation, but that you must obtain clearance from the Legal Department before furnishing such information or access, unless management has established written policies relating to the agency and type of inspection that is being requested. Exceptions may exist for certain groups of Associates who may allow government inspectors to review routine records (e.g., receiving and shipping documents, sales tax records) without obtaining permission from the Legal Department. Check with your manager to determine if there are specific requirements applicable to your area.

If you do submit to an interview with the government official or law enforcement officer, you are under no circumstances authorized to disclose Company privileged communications or Company attorney work product without the express consent of the Legal Department.

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Treat all Investors Fairly - Our Public Disclosures Should be Authorized and Accurate

Maintain and Protect Confidential Information

Policy Overview

Handle information with care. If you need to send confidential information outside the Company, make certain there is a confidentiality agreement or fiduciary relationship in place with the person or company receiving the information. Be cautious and thoughtful when sharing confidential information in writing - including emails - and during private conversations. Consider your surroundings when talking on a cell phone or in a public place.

If you can answer “yes” to all of the questions below, the information is confidential and should be protected:


•	Is this information (a) unknown to people outside the Company, and (b) did you obtain the information through access to the Company's records or files in the course of performing your job duties?


•	Would the Company be disadvantaged or harmed if others knew this information before the Company determined to disclose it?


•	Would your project be disadvantaged or jeopardized if the information were not held in confidence or was prematurely disclosed?

Some examples of confidential information include same-store sales; results of significant promotions or sales; the sales performance of current product, product offerings or categories; non-public financial information; and legal advice received from the Legal Department.

(See also the discussion on pages 20 and 21 relating to trading in CBK stock.)

Do's


•	Use confidential information only for Company business and not for personal gain.


•	Treat confidential information with care.

Q. I overheard two members of management talking in the hallway about how our sales trends and anticipated earnings are much higher than expected this quarter. Can I tell the person who sits next to me?

A. The requirement to protect Christopher & Banks' confidential information extends to other Associates as well, unless the other Associate has a business need to know that information. These two individuals should not be discussing sensitive or confidential Company information in the hallway.

Keep Accurate Records

Policy Overview

Associates are required to maintain the highest level of financial integrity. To do this, we must:


•	Appropriately manage and safeguard Company assets.


•	Fully and fairly disclose material financial information, which means information an investor would consider important in making an investment decision.


•	Maintain complete and accurate financial records.


•	Assure the integrity of all Company books, records and accounting practices.

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Do's


•	Follow Company policies and relevant accounting standards relating to the reporting or proper recording of all transactions.


•	Properly enter all point of sale transactions.


•	Report issues or concerns regarding financial reporting to an appropriate member of management, the Chief Financial Officer or the General Counsel.


•	Always tell a supervisor or manager if you are uncertain about the accuracy of any entry or financial process or if you believe you are being asked to create a false or misleading entry, data or report.


•	Always cooperate with internal and outside auditors.

Don'ts


•	Never encourage or coerce others to violate this Code or otherwise compromise the integrity of the Company's financial records.


•	Never make a false or misleading entry in any report, record or expense claim, whether financial or non-financial.


•	Never make a payment or dispose of assets for any purpose other than the purpose recorded on the Company's books and records.

Q. I frequently request temporary employee services for our department. I usually do not receive the bill until a month after the services have been provided. Is it appropriate to wait until I receive the bill to record the expense?

A. No. The expense should be recorded and reflected during the period that services were provided. Work with the Finance Department to ensure the proper accrual of these expenses.

Restrictions on Trading in CBK Stock

Policy Overview

We have a responsibility to our stockholders to make sure that no investor has an advantage by receiving “material, non-public” information before it is publicly disclosed. Selective disclosure is unfair and exposes the Company and you to serious legal and financial consequences. “Fair disclosure” ensures that investors and the public have access to the same information about the Company at the same time.

“Material, non-public information” is information which an investor would consider important in making a decision to buy or sell securities, stock or other financial instruments such as bonds, mutual funds, options and similar market instruments. Some Associates may have access to material, non-public information concerning the Company or another company with whom we do business. Associates who are in possession of this type of information are called “insiders”.

Possessing material, non-public information about a public company while buying or selling the stock of that company is a violation of law and Company policies. In insider trading cases, simply knowing non-public information is enough to create a problem for you or the Company. Insider trading is unethical and illegal.

Associates may not trade CBK stock or the securities of other companies if they possess material, non-public information that has not been disclosed to the public at least 24 hours prior to trading. As always, if local law or policy is more conservative, the more conservative law or policy prevails.

In addition, Associates should never discuss material, non-public information with anyone else, including, for example, family and household members, friends, co-workers and business associates. Nor should Associates post comments or disclose any information containing any Company confidential information

Rev 5: January 2013 CBK Code of Conduct

on a public blog, website or any other public forum. Associates should not recommend a trade in the securities of CBK or express an opinion based on material, non-public information about trading in securities of CBK or other public companies.

Certain employees, members of the Company's board of directors and certain types of stock transactions have additional restrictions before a stock transaction is permitted. Associates may contact the Legal Department for answers to general questions or consult the Company's Insider Trading Policy ( http://cbknet.christopherandbanks.com/Resources.aspx?TypeID=8 ).

Q. How do I know whether I am aware of “material” non-public information about the Company?

A. Information is likely to be material if it is important to an investor making a decision about buying or selling the Company's stock. This information includes revenues, earnings, same-store sales comps, senior management changes, government investigations and major litigation. If you are unsure whether you have material information, refrain from trading and consult the General Counsel or Chief Financial Officer.

Note : The answers to these questions can keep you, your family and the Company protected from an insider trading violation:

- Do you have “hot” news about the Company or other public companies (good or bad) that could affect the stock price once the information is announced? If yes, don't share it or trade.

- Has someone given you a “hot tip” you have reason to believe is insider information? If yes, don't share it or trade.

- Do you have advance information regarding our quarterly earnings or other significant announcements? If yes, don't trade until one (1) full business day after our official public announcement of this information.

- Are you unsure whether important Company news is inside information? If yes, don't share it or trade.

Do's and Don'ts


•	Disclosures of confidential information to potential or current business partners should only be done after a non-disclosure agreement with such party has been entered into. (The Legal Department can assist you in preparing such agreements.)


•	Do not discuss or disclose sensitive information about CBK, confidential or otherwise, in public places such as airports, hallways, restaurants, schools, shopping malls, etc.


•	Do not disclose material, non-public information to family members or to others who might then be tempted to trade on the information.


•	Do not speak with members of the press unless authorized. Press releases must be reviewed by senior management before they are issued.

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Q. Yesterday, my Manager mentioned that the Company is planning to issue an announcement about adjusting its earnings outlook upward for the third and fourth quarters. I mentioned this story to my friend and we agreed now would be a good time to buy our CBK stock. Wow, isn't this great? I really helped a friend make some money and I benefited too.

A. You have violated the law and Company policy by “tipping” your friend concerning material, non-public information and by your trading on material, non-public information. The following may occur because of your actions:

- You may be subject to serious civil and/or criminal fines and penalties for “tipping” and for trading on material, non-public information. Civil penalties include fines up to three times the gains or losses avoided and can be imposed upon the trader and the tipper. Criminal penalties can include large fines and prison.

- You will be subject to discipline, up to and including termination of your employment.

- Your friend may be subject to legal penalties for trading on material, non-public information.

- Your Manager may be disciplined for “tipping” if you did not need to know the material, non-public information to perform your job duties.

Communications with Investors, Securities Analysts and the Press

Policy Overview

It is critical that all of our investors have access to the same material information about the Company at the same time. No one investor should be given an advantage by receiving material information that is not yet widely disseminated to the general public. Selective disclosure is unfair to the majority of our stockholders and exposes the Company to serious legal consequences. Associates are not authorized to speak with the media or securities analysts or investors about the Company's financial performance without clearance from senior management. Even in those circumstances, no material, non-public or other confidential information about the Company's financial performance should be disclosed. Requests for interviews or comments by the media, securities analysts, investors or other third parties must be referred to the Chief Financial Officer or Chief Executive Officer.

Q. A reporter from a local paper called to ask about key strategies our Company is working on for the next fiscal year. How should I respond?

A. Unless authorized by a senior executive, CBK Associates are prohibited by Company policy from talking with the media about Company business. Ask the reporter to contact the Company's Chief Financial Officer or Chief Executive Officer.

Internet Discussion Forums/Social Media

Policy Overview

Participating in Internet discussion forums may, intentionally or inadvertently, lead to the disclosure of confidential business information regarding the Company that may damage its reputation, affect its stock price or interfere with its ability to compete effectively. If material confidential information is disclosed on an Internet forum that has not previously been disclosed to the public, such disclosure may subject the Associate or the Company to claims by investors for incomplete or misleading disclosure, or result in violations of the federal securities laws or Securities Exchange Commission regulations. This applies to both “positive” and “negative” news about the Company.

If you choose to participate in an Internet discussion forum, be familiar with the Company's Social Media Policy (http://cbknet.christopherandbanks.com/Search.aspx?Terms=social%20media%20policy).

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Don'ts


•	Do not knowingly make false statements in any posts.


•	Do not misrepresent yourself.


•	D o not pretend or as sume to be a Company spokesperson.


•	Do not disclose, distribute or otherwise communicate confidential business information.

•

Do not use the Company's logo, trademarks or proprietary graphics (collectively, intellectual property or “IP”) for any commercial purpose, such as selling or advertising any product or service, without the Company's prior written consent. You should not use the Company's IP in any posting unrelated to the terms or conditions of your employment that disparages the Company's brand, products or services. You should not use the Company's IP in a way which suggests that you are representing the Company or while engaging in conduct that violates Company policy.


•	Do not make comments on behalf of the Company without senior management approval.

Q. At home I blog periodically. Last week, I noticed comments from several former Christopher & Banks' Associates describing their bad job experiences. This upset me very much because I know it is untrue. May I respond to these comments?

A. It is inappropriate for you to respond to comments on behalf of Christopher & Banks. You should, however, refer your discovery of the comments on the blog to our Human Resources Department.

Q. I recently noticed that a co-worker in my department spends a lot of work time on Facebook, Pinterest and other social networking sites. In this permissible under the Company's Computer Use Policy?

A. No. Personal use of Company resources (including Internet and email) should be limited and should never interfere with job responsibilities. In the case of your co-worker, his or her use of social networking sites appears excessive and to interfere with his or her job performance. You should report the issue to your supervisor or to a Human Resources representative.

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Protecting the Company's Assets, Financial Results and Integrity

Proper Use of Company Assets and Property

Policy Overview

Company property is made available to us for our use or in order to fulfill our job responsibilities. It is the expectation and responsibility of each of us to properly use that Company property for legitimate business purposes and not for our personal benefit.

All Associates are also responsible for safeguarding Company assets. This includes not only those assets within our physical control but also the other assets located throughout the Company. Remember, these assets include cash, sales receipts, merchandise, supplies, business records, product designs and information technology.

Each Associate is responsible for protecting Company assets against loss, theft or misuse. Loss, theft and misuse of the Company's assets directly impacts CBK's profitability. Any other issues of theft, regardless of dollar amount, and any significant loss or misuse of Company assets should be reported to your manager or supervisor or to the Finance or Legal Department. Such issues involving a customer or Associate at an individual store should be reported to your manager or supervisor or to Loss Prevention.

Note : The Company has a separate policy on the proper use of the Internet, emails and personal computers made available for Associates use, entitled the Computer Use Policy . That policy is available on the Intranet at http://cbknet.christopherandbanks.com/Resources.aspx?TypeID=16 . Please familiarize yourself with this policy.

Do's and Don'ts


•	When using Company assets issued to you, such as a personal computer, exercise care to keep it within your possession and control at all times.


•	Use good judgment to avoid waste or unnecessary use of Company supplies or property.


•	Do follow Company policies regarding use of Company assets.


•	Do not misappropriate assets or misuse Company property for your personal benefit or in a manner inconsistent with this Code or our Ethical Principles.

Q. What steps should I take when personal data gets stolen, lost or is disclosed in an unauthorized manner?

A. Report this immediately to your supervisor and to the Company's Vice President of Information Technology. In addition, promptly report lost or stolen laptops to the IT Department.

Draft Documents Carefully - Write Smart

Policy Overview

The pressure to meet a deadline, complete a task or share information quickly can sometimes result in hastily written communications that contain inappropriate information or comments. All Associates should take the necessary time to prepare documents and electronic communications thoughtfully and to review them thoroughly prior to distribution. These include e-mails, memos, letters, PowerPoint presentations, handwritten notes and voicemail messages.

Do's


•	Be clear, accurate and concise in your writings and other communications.


•	Stick to the facts - do not overstate or exaggerate.

Rev 5: January 2013 CBK Code of Conduct


•	Remember that it is sometimes better to call or meet in person rather than to communicate in writing, particularly if you do not yet have all the facts.

Don'ts


•	Never speculate or offer an opinion regarding the legality of business conduct.


•	Avoid phrases that may be misinterpreted as inappropriate or unethical.

Electronic Mail and CBK's Technology Resources

Policy Overview

It is important to note that email systems may not always be secure and email messages may be intercepted or seen by unintended recipients. Unlike a spoken conversation, email can creates a permanent record. Any email you send may be printed by the recipient, forwarded to others and can be retained on the Company's database for a long period of time. Therefore, Associates should exercise the same care in sending an email message as they would in other business communications.

Where Associates are using technology resources provided by the Company, Associates may not download any data from the Internet that is not in the public domain or that is unprofessional, inflammatory or inappropriate for business use. For example, Associates may not use the email system or the Internet to view or exchange information which could be offensive to others (racially, sexually or otherwise) or which could constitute harassment. For more details on this topic, see the Computer Use Policy .

Do's and Don'ts


•	Do not assume that e-mails are informal. Think of email as if it were on the front page of the newspaper. Would you be embarrassed or comfortable with what you wrote being public?


•	Avoid sending e-mails when you are emotional or frustrated. Do not include subjective or speculative comments.


•	Harsh, critical comments should not be sent via email. Never write anything in an email that you would not verbalize.


•	Think about your email content. Is it appropriate?


•	Avoid the use of email to carry on a conversation.

Q. What should I consider before forwarding an internal email to someone outside of the Company?

A. Recognize that internal emails may contain confidential or sensitive information that should not leave the Company. Be careful with long email chains - there may be confidential information buried deep within the chain. Remember that emails are easily forwarded beyond the intended audience. In some situations, it may be appropriate to forward confidential information to outside parties, but always make sure an appropriate confidentiality agreement or obligation is in place.

Q. I received an email that contains a statement that could be misunderstood or viewed as improper. What should I do?

A. It is important that our written communications are accurate and leave the proper impression. If you are concerned about potential implications of an email, you should call the author and discuss your concerns. You (or the original sender) should determine if a second email clarifying the intent of the original email should be sent. Simply deleting the troublesome email is not enough. Deleted emails are usually recoverable, and it is important to correct potential misconceptions.

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Loss Prevention

Policy Overview

We all have a responsibility to protect Company assets. Theft, fraud, misuse of the Associate discount or misappropriation of the Company or customer property is a violation of this Code. In addition to violating the Code, you may also be subject to personal legal penalties if you engage in these types of behaviors. Any suspected incident should be immediately reported to the Company's Loss Prevention Specialist ( mlapka@chrisoptherandbanks.com or 763-551-5060) for investigation. Please be advised that no one may sign a criminal complaint against a Store Associate on behalf of the Company without the prior written approval of the General Counsel.

Do's and Don'ts


•	Report all suspected incidents of theft, fraud or misuse to Loss Prevention or the General Counsel.


•	Do not engage in fraud, theft or misuse involving Company assets.

Conflicts of Interest

Policy Overview

In today's complicated world, it is important to recognize that personal activities or circumstances might conflict with your job or obligations to CBK. We recognize that your private life is very much your own. Still, a conflict of interest may arise if you engage in any activities or advance any personal interests at the expense of the interests of the Company.

Associates and others acting on the Company's behalf must be free from conflicts of interest that could adversely influence their judgment, objectivity or loyalty to CBK in conducting Company business. The Company recognizes that Associates may take part in legitimate financial, business, charitable and other activities outside their jobs, but any potential conflict of interest raised by those activities must be disclosed promptly to management.

A conflict of interest may also arise if you or a member of your family receives improper personal benefits as a result of your position with the Company. It is up to you to avoid situations in which your loyalty may become divided. The most common conflicts are described below to help you make informed decisions.

Supplying CBK

Generally, you are not allowed to be a supplier to CBK, represent a supplier of CBK, work for a supplier to CBK or be a member of a supplier's Board of Directors while you are an Associate. The General Counsel and Chief Executive Officer or, if it involves an executive officer or a Board member, the Board of Directors or its Governance & Nominating Committee must approve any exception to this practice. In addition, you may not accept money or benefits of any kind for any advice or services you provide to a vendor or supplier in connection with its business with CBK.

Competing Against CBK

Associates may not commercially market merchandise in competition with current or potential CBK merchandise offerings. Marketing activities are “commercial” if you receive a financial benefit of any kind.

It is your responsibility to consult with the Company's Chief Compliance Officer to determine whether your planned activity will compete with any actual or potential CBK business. This must be done before you pursue an activity that might create a conflict of interest with the Company.

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Personal Relationships

You must always discharge your job responsibilities solely on the basis of the Company's best interests, independent of any personal considerations or relationships. Sometimes, even the appearance of a conflict of interest may interfere with the business. When Associates have or develop family, personal or romantic relationships with co-workers or third parties that do business with the Company, the potential for a conflict of interest may arise, especially in cases where a manager or supervisor has such a relationship with an Associate working for the supervisor. While it is not our policy to interfere with such personal relationships, we expect our managers and supervisors to inform us when a relationship with another Associate or third party creates the potential for or the appearance of a conflict of interest.

Q. My sister recent began working for a local company that from time-to-time provides goods and services to the corporate office. Given that I am now involved in purchasing goods and services for the Company, could selecting my sister's company as our vendor create a conflict of interest?

A. Yes. You need to let your manager and the General Counsel know about your sister's affiliation with a Company vendor and receive approval to order from that company. If you don't, it might appear that your decisions to purchase supplies from this company show bias or favoritism. By disclosing your sister's role with our vendor, you ensure that the Company's reputation for fairness and objectivity remains intact.

Use of the Company's Time

You may not perform outside work or solicit outside business on Company property or while working on the Company's time. Nor are you permitted to solicit for non-Company related purposes, such as contributions, requests for signatures or memberships, in CBK's offices or stores during work time, or to use CBK equipment, telephones, electronic mail, computer equipment, copier machines and other Company materials, resources or property for any outside work. You are also not permitted to take opportunities discovered through the use of your position, corporate information or corporate property for personal gain.

Do's


•	Request management approval of outside activities, financial interests or relationships that may pose a real or potential conflict of interest. Remember that management approval is subject to ongoing review, so you need to periodically update your manager regarding your involvement.


•	Avoid actions or relationships that might conflict or appear to conflict with your job responsibilities or the interests of the Company.


•	Obtain necessary approvals before accepting any position as an officer or director of an outside business concern.


•	Prior to serving on the board of directors of a bona fide charitable, educational or non-profit organization, you are encouraged to advise the executive in charge of your area.

•

Do disclose in writing any transaction or relationship that you believe may be considered or could appear to be a conflict of interest to an appropriate member of management and also to the Chief Compliance Officer. It is your responsibility to voluntarily do so without the need for any specific inquiry by your supervisor or Manager. When in doubt, disclose the facts and get advice before you act.


•	Report potential conflicts of interest involving others of which you may be aware.


•	Discuss, as appropriate, with customers, suppliers and others with whom we do business these limitations and expectations.


•	Do disclose to appropriate members of management any corporate opportunities of which you are aware, rather than use them for your personal benefit.

Rev 5: January 2013 CBK Code of Conduct

Don'ts


•	Do not work with a business outside your Company responsibilities that is in competition with us.


•	Do not accept a gift that does not meet the standards in the Business Expense Policy .


•	Do not have a direct or indirect financial interest in or a financial relationship with a competitor, vendor or customer (except for insignificant stock interests in publicly-held companies).


•	Do not take part in any Company business decision involving a company that employs your spouse, family member or a close personal friend.


•	Do not have a second job where your other employer is a competitor, distributor, vendor or customer of CBK.


•	Do not have a second job or consulting relationship that affects your ability to satisfactorily perform your assignments.


•	Do not receive personal discounts or other benefits from vendors, service providers or customers that are not available to all CBK Associates.

Q. I am a management-level Associate and have taken a part-time job with another company that sells women's clothing. Is this permitted?

A. No, not without obtaining prior permission from your manager and the General Counsel. Having work hours outside the Company, i.e., a part-time evening job, that conflicts with your productivity or works hours at Christopher & Banks is also likely to be perceived as a potential conflict of interest.

Q. My spouse works at a company that is bidding on a contract with CBK. Although I select vendors for projects in my own department, I have no decision-making authority for the department where this company is competing on a bid. Do I need to report this as a conflict of interest?

A. Yes. Even though you might not have direct control over the outcome of the bid, the fact that your spouse has connections to the company might give the appearance of a conflict of interest and should be reported. This does not necessarily mean the company will be disqualified from making a bid but rather that we should be aware of this information when we select a vendor.

Gifts and Entertainment

Our Business Expense Policy contains specific limitations on the types of gifts and business entertainment that are acceptable. It also discusses our rules and expectations with respect to gifts from or business entertainment by us. Please review and familiarize yourself with that policy, which is available on the Intranet ( http://cbknet.christopherandbanks.com/Resources.aspx?TypeID=16 ).

Q. I've been asked to participate in a local vendor-sponsored golf event at which I will be playing with several of the vendor's employees. May I attend the event?

A. This kind of business entertainment is generally acceptable because it builds your relationship with this vendor, it is local and it is not lavish. However, before accepting, consider whether the event would influence - or appear to influence - a decision about the customer. Also, consider whether it has a business purpose, how it appears to Associates and others, and whether attendance benefits the Company. If it requires travel outside your local area, you should decline the invitation.

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Q. A vendor takes me to lunch once a year at a moderately priced restaurant for my birthday. May I accept this gift?

A. Generally, yes. This is a form of business entertainment used as a way to enhance business relationships, and the Business Expense Policy permits business entertainment of nominal value that do not exceed in scope or cost the common courtesies consistent with ethical business practices and customary local business practices.

Q. A vendor invited me to his company's annual conference for which my airfare and two nights' accommodations will be fully paid for. May I accept this invitation?

A. No. As a general rule, vendors should not pay for an Associate's airfare or hotel accommodations. In addition, the amount involved is substantial. Any Associate who is offered or who receives a gift of more than nominal value should politely refuse it or return it to the giver, explaining Christopher & Banks' policy against the acceptance of such gifts. Any appearance of possible impropriety must be avoided.

Q. A supplier has offered me four tickets to a local sporting event that they cannot use. The tickets cost $35 each. Can I accept?

A. No. Attending without the supplier does not offer the opportunity to build a legitimate business relationship and would be considered a gift and not business entertainment. The face value of the tickets exceeds our gift limitation.

Q. Can I attend the same sporting event if I attended with the vendor's employees?

A. You can attend so long as the value of the ticket is modest, there is a legitimate business relationship that will be discussed and the vendor is not currently responding to a request for proposal.

Q. A potential vendor gave each of the selection team members a gift bag that included an I-Pod Touch. Can we accept it?

A. No. The value of the gift exceeds our gift limit of $50. In addition, you should not accept such a gift from a potential vendor when involved in a purchasing decision or procurement process.

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Review of Travel and Expense Reports

Policy Overview

Please refer to the Business Expense Policy for the proper steps and documentation necessary for obtaining reimbursement of appropriate, authorized expenses incurred in connection with work for the Company. Travel and expense reports are subject to approval per your department's or division's procedures and to review by the Finance Department. Associates who fail to observe travel and expense report guidelines or falsify reports will be subject to disciplinary action.

Political Activity

Policy Overview

Although we encourage the participation of our Associates in the democratic process, the Company's political activities are strictly regulated by federal, state and local laws. The Company's resources should never be used for, or committed to, any political activity. Nor should any Associate ever be pressured to donate funds or time to a political candidate.

Do's and Don'ts


•	If you wish to engage in political activities, do so on your own personal time.


•	If involved in community or political activities, make sure you do so as an individual and not as a representative of the Company.


•	Do not use Company assets to support political activities or political campaigns.

Q. A good customer came in and said her husband is running for office and asked for a donation to the campaign. I made a $50 contribution. May I include that on my expense report and get reimbursed?

A. No. Our policy is that we will not use corporate funds for political activities and that includes reimbursing employees for personal contributions to political campaigns.

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Administration of the Code

Where Should You Report Your Concern?

You have several options. Your supervisor is a good place to start with an ethics or compliance issue. You may also get help or advice from:


•	your supervisor's Manager,


•	the head of your department, or


•	the senior executives of the Company, including the Chief Compliance Officer.

The Hotline

If you are uncomfortable about using one of the above-mentioned resources or wish to raise an issue anonymously, call the Code of Conduct Hotline at 1-888-256-4933. In addition, you can make a report electronically by going to www.ethicspoint.com and clicking on “File a Report”. The Hotline is operated 24 hours a day, 7 days a week by an independent company that reports the call to CBK.

Remember: “Do the Right Thing - Every Day”

Note : This Code and the policies discussed in it are not an employment contract. No contractual rights are created by issuing the Code or the policies it describes or references.

Rev 5: January 2013 CBK Code of Conduct