Form 8-K CHRISTOPHER & BANKS CORP For: Jan 10

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 10, 2017
(Date of earliest event reported)

CHRISTOPHER & BANKS CORPORATION

(Exact name of Company as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

2400 Xenium Lane North

Plymouth, MN  55441
(Address of principal executive offices, including zip code)

(763) 551-5000
(Company’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 Company 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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On January 10, 2017, Christopher & Banks Corporation (the “Company”) received a letter, signed by Lisa Wardell, stating that she had resigned, effectively immediately, as a member of the Board of Directors (the “Board”) of the Company.

(b), (c), (d), (e)

On January 17, 2017, the Company announced the departure of LuAnn Via, the Company’s President and Chief Executive Officer (“CEO”), and a director, from all of her officer and director positions, effective as of the opening of business on January 17, 2017.  In connection with Ms. Via’s departure, the Board elected Joel Waller as interim President and CEO, effective as of January 17, 2017 (the “Start Date”).  In connection with his appointment as interim President and CEO, Mr. Waller was also elected as a member of the Board, to serve as a director only while he continues to serve as interim President and CEO.  The Board intends immediately to commence a search for a full-time President and CEO.

Election of Joel Waller

Mr. Waller, age 77, has more than 35 years of retail experience.  Mr. Waller previously served as the Company’s President, from December 2011 through November 2012, and as the Company’s interim CEO from February 2012 through November 2012. Since that time, Mr. Waller has served as an executive retail consultant.  In addition, from 2008 to 2010, Mr. Waller served as President of the A.M. Retail Group, a specialty retailer of leather outerwear, accessories and apparel.  From 2005 to 2008, he was the Chief Executive Officer of The Wet Seal, Inc., a specialty retailer of juniors clothing, shoes and accessories.  Prior to that, he was the Chief Executive Officer of Wilsons Leather, a specialty retailer of leather outerwear, accessories and apparel, for approximately twenty years, ending in January, 2005.

In connection with Mr. Waller’s election as President and CEO, the Company and Mr. Waller have entered into a binding term sheet, as of January 17, 2017, that is intended to be replaced by more detailed documentation.  Pursuant to the term sheet, the Company has agreed to pay Mr. Waller an annual base salary of $600,000. Additionally, as an inducement to Mr. Waller to join the Company, the Company granted to Mr. Waller two employment inducement equity awards, effective as of the Start Date.  First, the Company granted to Mr. Waller an option to purchase 375,000 shares of the Company’s common stock, with an exercise price equal to the closing price of the Company’s common stock on the New York Stock Exchange (“NYSE”) on the Start Date.  The option has a five-year term and will vest upon the earlier to occur of:  (i) January 17, 2018, (ii) the date on which the Company has hired a permanent Chief Executive Officer, and (iii) the termination of Executive’s employment without cause in connection with a change in control of the Company.  The stock options will be exercisable after vesting and also following Executive’s employment termination (assuming such termination is not for cause, death or disability) for the lesser of (i) three years following Executive’s employment termination date and (ii) the remaining term of the option.   Second, the Company granted to Mr. Waller 200,000 shares of performance-based, restricted common stock. The restricted stock will vest, if at all, in two tranches: one tranche of 100,000 shares will vest if, on any date prior to the “Vesting Date” (as defined below), the Company’s common stock has a closing price equal to or greater than $3.00 on the NYSE, and the second tranche of 100,000 shares will vest if, on any date prior to Vesting Date, the Company’s common stock has a closing price equal to or greater than $4.00 on the NYSE. If a threshold is not met, the tranche of shares of restricted stock subject to such threshold will be forfeited.  “Vesting Date” means the twelve-month anniversary of Executive’s last date of service as interim CEO.

Mr. Waller is an investor in the Macellum Retail Opportunity Fund, LP (the “Retail Fund”).  The Retail Fund, together with its affiliated funds, is the beneficial owner of 10.3% of the outstanding shares of Company common stock as of June 30, 2016 (the most recent date of such funds’ filing with the Securities and Exchange Commission with respect to the Company’s common stock).  Jonathan Duskin, a director on the Board, is the sole member of the general partner of the Retail Fund.  Other than as described in the preceding two sentences, there are no arrangements or understandings between Mr. Waller and any other person pursuant to which Mr. Waller was elected

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as President and CEO or a director of the Company.  Mr. Waller does not have a direct or indirect material interest in any currently proposed transaction to which the Company is a party, nor has Mr. Waller had a direct or indirect material interest in any such transaction since the beginning of the Company’s current fiscal year.  Mr. Waller will not be serving on any committee of the Board upon commencement of service as a director.

Mr. Waller has no family relationship with any other officer or director of the Company.  Other than as described below, neither Mr. Waller nor any immediate family member of Mr. Waller has a material interest in any transaction with the Company involving the payment or receipt of at least $120,000.

Departure of LuAnn Via

In connection with Ms. Via’s departure, which the Company has treated as a termination without cause pursuant to the terms of her employment agreement, Ms. Via will receive (i) a severance payment of $850,000, equal to one times her annual base salary, (ii) a payment of $285,600, equal to her accrued, but unpaid incentive compensation earned pursuant to the Company’s Spring component of its fiscal 2016 annual incentive program, (iii) a payment of approximately $3,900, representing her accrued, but unused vacation during calendar year 2017, and (iv) payments equivalent to her cost of COBRA medical and dental insurance premiums for a period not to exceed 18 months after her employment termination, provided she is eligible for and timely elects COBRA coverage. Ms. Via will not receive any tax gross-up payment in connection with her severance payment. Additionally, the Company has agreed to pay directly to third-party providers, upon receipt of customary documentation, on behalf of Ms. Via, up to $25,000 in the aggregate, which may be used for (i) her legal and accounting advisory fees, (ii) packing and moving expenses for her relocation from Minneapolis and (iii) up to two months of rent for Ms. Via’s apartment in Minneapolis.  The Board has also agreed to extend the term during which options to acquire 1,500,000 shares of Company common stock, with an exercise price of $3.43 per share and originally granted to Ms. Via in 2012, to October 17, 2017.  The severance payment is conditioned upon Ms. Via entering into, and not rescinding, a release of claims against the Company, and upon her continuing to comply with certain provisions in her employment agreement, including those relating to noncompetition, nonsolicitation, nondisparagement and preservation of confidentiality.

Item 7.01  Regulation FD Disclosures.

The following information is being “furnished” in accordance with General Instruction B.2 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such filing.

On January 17, 2017, the Company issued a press release disclosing material, non-public information regarding the Company’s projected results for the quarter and fiscal year ended January 28, 2017, and other matters described in this Form 8-K.  Also on January 17, 2017, the Company issued a press release, as required by the NYSE, describing the employment inducement equity awards granted to Mr. Waller.

The press releases issued on January 17, 2017 are being furnished as Exhibits No. 99.1 and No. 99.2 to this Current Report on Form 8-K and should be read in conjunction with the registrant’s reports on Forms 10-K, 10-Q and 8-K, and other publicly available information, which contain other important information about the registrant.

Cautionary Statements.  This filing and the exhibits include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. Important factors that could impair the Company’s business are disclosed in the “Risk Factors” contained in the Company’s Report on Form 10-K filed with the Securities and Exchange Commission on March 18, 2016. All forward-looking statements are expressly qualified in their entirety by such factors. The Company does not undertake any duty to update any forward-looking statement except as required by law.

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Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

CHRISTOPHER & BANKS CORPORATION
EXHIBIT INDEX TO FORM 8-K

CHRISTOPHER & BANKS CORPORATION

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Exhibit 10.1

SEPARATION AGREEMENT

This Separation Agreement (this “Agreement”) is made and entered into as of 7:00 a.m., Central Time, January 17, 2017 (the “Effective Time”), by and between Christopher & Banks Corporation, a Delaware corporation with its headquarters located in Plymouth, Minnesota (the “Company”) and LuAnn Via (“Executive”).

RECITALS

WHEREAS, the Company has employed Executive as its Chief Executive Officer (“CEO”) pursuant to the terms of that certain Amended and Restated Employment Agreement, entered into as of June 26, 2014 (as amended by Amendment No. 1 thereto, entered into as of February 24, 2016, the “Employment Agreement”);

WHEREAS, the Company has determined to terminate the employment of Executive without “Cause” (as defined in the Employment Agreement, “Cause”) pursuant to the terms and condition of Article 12 of the Employment Agreement, effective as of the Effective Time;

WHEREAS, the Company and Executive desire to set forth their complete understandings with regard to the foregoing termination of employment; and

WHEREAS, concurrently with the execution of this Agreement by the Company and Executive, Executive has executed a Release of Claims in the form attached to the Employment Agreement as Exhibit A thereto (the “Release”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants set forth below and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the parties hereto, the Company and Executive hereby agree as follows:

Section 1.                                           Termination of Employment; Board Resignation.  The Company hereby terminates the employment of Executive from the position of CEO, and all other officer or employee positions she may hold with the Company or any subsidiary or affiliate of the Company, effective as of the Effective Time (the “Termination”).  In connection therewith, and pursuant to Section 12.4 of the Employment Agreement, when fully executed by the parties, this Agreement will also constitute Executive’s resignation from her position as a member of the Company’s Board of Directors and from all other boards of directors of any subsidiary or affiliate of the Company on which she may serve.

Section 2.                                           Termination without Cause; Payments.  The Company and Executive acknowledge and agree that the Termination constitutes a termination without Cause, pursuant to the terms of Section 12.1 of the Employment Agreement.  Therefore, Executive shall be entitled to receive the payments and benefits set forth in such Section, pursuant to the terms and conditions thereof (including, without limitation, the terms of Section 12.1(a) and Section 12.1(b)).  For the avoidance of doubt (but, without in any way changing the legal effect of the terms of the Employment Agreement), the parties agree that, subject to the Executive’s compliance with Section 12.1(b) of the Employment Agreement (including, as noted therein, Executive’s continued compliance with Articles 6, 7 and 8 thereof), Executive shall be entitled to

receive the following, after the Termination (subject to withholding of any taxes (and any other obligations) required to be withheld by the Company):

a.                                      severance payments from the Company in an aggregate amount equal to $850,000, payable in accordance with the Company’s regular payroll schedule after expiration of any applicable rescission periods (as more specifically set forth in the Release);

b.                                      bonus payment earned by Executive under the Company’s Spring component of the Fiscal 2016 Annual Incentive Program (the “Spring Plan”), which amount (subject to confirmation following the audit by the Company’s independent auditors of the Company’s financial statements as of and for the fiscal year ended January 28, 2017) is expected to be equal to $285,600, payable in accordance with the terms of the Spring Plan;

c.                                       provided that Executive is then-eligible for and timely elects COBRA coverage, the Company shall pay Executive’s COBRA premiums for a period not to exceed eighteen (18) months, and that amount will be equal to her then-current COBRA payment; and

d.                                      payment by the Company to Executive of her accrued but unused vacation for calendar year 2017, through the Effective Time, in an amount equal to $3,935.62.

Section 3.                                           Continuing Terms of Employment Agreement.  For the avoidance of doubt (but, without in any way changing the legal effect of the terms of the Employment Agreement), the parties acknowledge and agree that the following Articles of the Employment Agreement, and those provisions of the Employment Agreement necessary to enforce such Articles, shall survive the Termination and any future termination of the Employment Agreement:

*For the avoidance of doubt, the mutual nondisparagement provisions of Section 6.5 of the Employment Agreement shall continue to apply after the Termination and any future termination of the Employment Agreement by their terms.

**Notwithstanding anything to the contrary set forth in Section 6.5 or Section 7.1 of the Employment Agreement, the Company understands and acknowledges that certain whistleblower laws permit Executive to communicate directly with governmental or regulatory authorities,

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including communications with the U.S. Securities and Exchange Commission about possible securities law violations. The Company acknowledges that Executive is not required to seek the Company’s permission or notify the Company of any communications made in compliance with applicable whistleblower laws, and that the Company will not consider such communications to violate either Section 6.5 or Section 7.1 of the Employment Agreement (or any other agreement between Executive and the Company) or any Company policy by which Executive is bound.

Section 4.                                           Additional Understandings.  The parties hereto further agree as follows:

a.                                      Stock Option Award.  The Company granted to Executive a stock option award, pursuant to a Stock Option Agreement dated November 26, 2012 (the “Option Agreement”), to acquire 1,500,000 shares of the Company’s Common Stock, at an exercise price of $3.43.  The Compensation Committee of the Board of Directors of the Company has determined to amend, and hereby amends, Section 8(1) thereof to extend the exercise period following Termination to October 17, 2017.

b.                                      Payment of Certain Expenses.  The Company agrees promptly to pay directly to third party providers, upon receipt of customary and complete invoicing or other documentation of such expenses, a total not to exceed $25,000 in the aggregate for Executive’s expenses related to any or all of the following:

i.                                         packing and transporting her personal effects from her Minneapolis apartment to a location of her choosing in Memphis, Tennessee;

ii.                                      transporting her automobile to Ft. Lauderdale, Florida, at a mutually agreeable time;

iii.                                   the rent due on Executive’s Minneapolis apartment for the months of February and March, 2017; and

iv.                                  the fees and expenses actually incurred on her behalf by attorneys and accountants retained by her in connection with the negotiation and execution of this Agreement.

c.                                       Certain Company Equipment.  The Company and Executive agree as follows:

i.                                          Laptop, Surface Tablet and iPad.  Executive shall be entitled to retain the Company-issued laptop, Surface Tablet and iPad that she has been using during her employment with the Company, provided that, all Company information, documentation, data, passwords, etc. have been permanently removed, to the Company’s reasonable satisfaction, and that, thereafter, Executive shall be solely responsible for all costs of using and maintaining such Laptop, Surface Tablet and iPad.

ii.                                       Cell Phone.  Executive shall return, at the Effective Time, the Company-issued cell phone that she has been using during her employment with the Company.

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Section 5.                                           Miscellaneous.

a.                                      Entire Agreement.  The Company and Executive acknowledge that this Agreement, together with the Employment Agreement (as clarified by this Agreement), the Release, the Option Agreement (as amended by this Agreement) and that certain Indemnification Agreement between the Company and Executive, dated January 30, 2013, contain the full and complete agreement between the parties hereto, that there are no oral or implied agreements or other modifications not specifically set forth herein, and that this Agreement, together with the other  agreements specifically referenced in this Section 5(a), supersede any prior agreements or understandings, if any, between the Company and Executive, whether written or oral.

b.                                      Amendments.  The parties agree that no amendments of this Agreement may be made except by means or a written agreement signed by each of the parties and approved by the Company’s Board of Directors (the “Board”) or the Board’s Compensation Committee.

c.                                       Waiver.   Either party’s failure to demand strict performance and compliance with any part of this Agreement shall not be deemed to be a waiver of such party’s rights under this Agreement or by operation of law. Any 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.

d.                                      Notices.  All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, when delivered by an express delivery service or courier service to the address listed below, or three (3) business days after it is mailed, certified, return receipt requested, postage prepaid:

If to Executive, addressed to:

LuAnn Via
1600 South Ocean Blvd.

Unit No. 2004

Pompano Beach, FL 33062

If to the Company, addressed to:

Christopher & Banks Corporation
2400 Xenium Lane North
Plymouth, MN  55441
Attn:  Chair of Board

          With a copy (to the same address) to: General Counsel

Any party hereto may, from time to time, by written notice to the other party, designate a different address, or in the case of the Company, a different notice party, which shall be substituted for the one specified above for such party.

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e.                                       Governing Law.  The parties acknowledge that the Company’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 regard to the conflict of laws thereof; provided that, both parties understand and agree that the statutory and common law of the State of Delaware shall govern all matters regarding Executive’s performance of her fiduciary duties and indemnification (and reimbursement of related expenses) of Executive.

f.                                        Venue.  The parties agree that the exclusive venue for any litigation commenced by the Company or the Executive relating to this Agreement or Executive’s prior employment shall be the state courts located in Hennepin County, Minnesota and the United States District Court, District of Minnesota in Hennepin County, Minnesota. The parties waive any rights to object to venue as set forth herein, including any argument of inconvenience for any reason.

g.                                       Rights of Executive’s Successors.  In the event of Executive’s death prior to the payment of any amounts due to Executive under any of clauses (a), (b) or (d) of Section 2 of this Agreement, such payments shall be made to Executive’s spouse or, if she is not survived by a spouse, to her estate.

h.                                      Counterparts.  This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart (including copies or PDF’s of signatures transmitted by facsimile or e-mail) shall be deemed a signature to, and may be appended to, any other counterpart.

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Exhibit 10.2

RELEASE OF CLAIMS

I, LuAnn Via, agree as follows:

1.                                      Release of Claims.  Specifically in consideration of the severance pay and benefits described in Separation Agreement, entered into as of January 17, 2017 (the “Separation Agreement”) , which Separation Agreement clarifies certain provisions set forth in my Amended and Restated Employment Agreement with Christopher & Banks Corporation, dated June 26, 2014 (as amended by Amendment No 1 thereto, entered into as of February 16, 2016, the “Employment Agreement”), to which I would not otherwise be entitled, by signing this Release of Claims, I, for myself and anyone who has or obtains legal rights or claims through me, agree to the following:

a.                                      Except as otherwise provided in Subparagraphs (b) through (f) of this Section 1, I hereby release, agree not to sue, and forever discharge Christopher & Banks (as defined below) of and from any and all manner of claims, demands, actions, causes of action, administrative claims, liability, damages, claims for punitive and liquidated damages, claims for attorney’s fees, costs and disbursements, individual or class action claims, or demands of any kind whatsoever, I have or might have against them or any of them, whether known or unknown, in law or equity, contract or tort, form the beginning of time through the date of my signing this Release of Claims, including, without limitation, any claims arising out of or in connection with my employment with Christopher & Banks, or the termination of that employment, or otherwise.

This release includes, without limiting the generality of the foregoing, any claims I may have for wages, bonuses, commissions, penalties, deferred compensation, equity, paid time off, severance benefits, employee benefits, defamation, invasion of privacy, negligence, emotional distress, breach of contract, estoppel, improper discharge (based on contract, common law, or statute, including any federal, state or local statute or ordinance prohibiting discrimination or retaliation in employment), violation of the United States Constitution, the Minnesota Constitution, the Age Discrimination in Employment Act, 29 U.S.C, § 621 et seq., the Older Worker Benefit Protection Act, the Minnesota Human Rights Act, Minn. Stat § 363A01 et seq., Title VII of the Civil Rights Act, 42 U.S.C., § 2000 et seq., the American with Disabilities Act, 42 U.S.C., § 12101 et seq., the Occupational Safety and Health Act, the Employee Retirement Income Security Act of 1974, 29 U.S.C. §1001 et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., or any other state or federal law providing for employee leaves, the Consolidated Omnibus Reconciliation Act (“COBRA”), the National Labor Relations Act, 29 U.S.C. § 151 et seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq., The Fair Labor Standards Act, the Equal Pay Act, the Genetic Information Nondiscrimination Act, the Sarbanes-Oxley Act, 15 U.S.C. § 7201 et seq., any state or federal whistleblower laws, the Dodd-Frank Act Wall Street Reform and Consumer Protection Act, any claim arising under Minn. Stat. Chapter 177 and 181, Minn. Stat. § 176.82, and any claim for retaliation, harassment or discrimination based on sex, race, color, creed, religion, national origin, marital status, sexual orientation, disability, status with regard to public assistance, military status or any other protected class, or sexual or other harassment.  I hereby waive any and all relief not provided for in the Separation Agreement and/or the Employment Agreement.  I understand and agree that, by signing this Release of Claims, except as otherwise provided in Subparagraphs (b) through (f) of this Section 1, I waive and release any past, present, or future claim with Christopher & Banks.

Without limiting the generality of the foregoing, the Release of Claims also includes, but is not limited to, any claims I currently have, or may have based on events occurring on or before the date of this Release of Claims, with respect to (i) the exercise of stock options to acquire shares of the Company’s Common Stock, and/or any subsequent sales of such shares of Common Stock; or (ii) the inability to exercise, or the prohibition on the exercise of, options to acquire shares of the Company’s

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Common Stock, and/or the subsequent inability to sell, or prohibition on the sale of, the shares of Common Stock acquired thereby; and (iii) the inability to purchase or sell, or the prohibition on the sale of or purchase and sale of, shares of the Company’s Common Stock.

b.                                      Nothing in this Release of Claims prevents the future exercise of vested options to acquire shares of the Company’s Common Stock and to sell the shares of Common Stock acquired thereby in a manner consistent with the terms of the Company’s stock option plans, the agreements pursuant to which the options were awarded, the Company’s Stock Trading Policy (to the extent then applicable to me) and all governing legal standards.

c.                                       This Release of Claims does not right affect my right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment, against the Company.  If I file, or have filed on my behalf, a charge, complaint, or action, I agree that the payments and benefits described in my Separation Agreement and Employment Agreement are in complete satisfaction of any and all claims in connection with such charge, complaint, or action and I waive, and agree not to take, any award of money or other damages from such charge, complaint, or action.

d.                                      This Release of Claims does not prohibit me from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Securities and Exchange Commission (“SEC”), or making other disclosures that are protected under the whistleblower provisions of federal law or regulation.  Nothing in the Separation Agreement, my continuing obligations under the Employment Agreement, or this Release of Claims requires me to seek prior authorization of the Company to make any such reports or disclosures and I do not need and I am not required to notify the Company that I have made any such reports or disclosures.  This Release of Claims is not intended to and does not restrict me from seeking or obtaining a whistleblower award from the SEC.

e.                                       I am not, by signing this Release of Claims, releasing or waiving my rights to pursue:  (1) any vested interest I may have in any 401(k) plan, profit sharing plan or health benefit plan as to which I currently have pending claims outstanding by virtue of my employment with Christopher & Banks, (2) any rights or claims that may arise after this Release of Claims is signed, (3) the post-employment payments, benefits and other rights specifically promised to me under the  Employment Agreement and Separation Agreement or (4) any other right that may not be waived as a matter of law, such as workers’ compensation or unemployment benefits.

f.                                        This Release of Claims does not release any obligation of the Company or any of its subsidiaries or affiliates under their respective governing or organizational documents or director or officer indemnification agreements to defend and indemnify me in accordance with the terms thereof, or any insurance policy providing for coverage with respect thereto.

g.                                       Christopher & Banks, as used in this Release of Claims, shall mean Christopher & Banks Corporation, Christopher & Banks, Inc., and its and their subsidiaries, divisions, affiliated or related entities, insurers, and its and their present and former officers, directors, shareholders, trustees, employees, agents, attorneys, representatives and consultants, and the successors and assigns of each, whether in their individual or official capacities, and the current and former trustees or administrators of any pension or other benefit plan applicable to the employees or former employees of Christopher & Banks, in their official and individual capacities.

2.              Notice of Right to Consult Attorney and Twenty-One (21) Calendar Day Consideration Period.  By signing this Release of Claims, I acknowledge and agree that Christopher & Banks has informed me by this Release of Claims that (1) I have the right to consult with an attorney of my choice prior to signing this Release of Claims, and (2) I am entitled to twenty-one (21) calendar days from the receipt of this

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Release of Claims to consider whether the terms are acceptable to me.  Christopher & Banks encourages me to use the full twenty-one (21) day period to consider this Release of Claims but I have the right, if I choose, to sign this Release of Claims prior to the expiration of the twenty-one (21) day period.

3.              Notification of Right to Rescind.  Christopher & Banks hereby notifies me of my right to rescind (cancel) the release of claims contained in this Release of Claims within fifteen (15) calendar days of my signing this Release of Claims.  In order to be effective, the rescission must (a) be in writing; (b) delivered to Luke Komarek, Senior Vice President and General Counsel, Christopher & Banks Corporation, 2400 Xenium Lane North, Plymouth, MN 55441 by hand or mail within the required period; and (c) if delivered by mail, the rescission must be postmarked within the required period, properly addressed to Luke Komarek, as set forth above, and sent by certified mail, return receipt requested.  This Release of Claims will be effective upon the expiration of the fifteen (15) day period without rescission.  I understand that if I rescind any part of this Release of Claims in accordance with this paragraph, I will not receive the post- employment payments and benefits described in the Employment Agreement and I will be obligated to return any such payments and benefits if already received.

4.              No Admission of Liability.  It is expressly understood and agreed that nothing contained in this Release shall constitute or be construed or treated as an admission of any wrongdoing or liability on the part of any Party.

5.              Return of Property.  I represent and warrant that I have returned to Christopher & Banks all documents, files, records or data (including any copies or summaries of such information) and any other property belonging to Christopher & Banks in my immediate possession, which includes, without limitation, office keys, personal digital assistant, cell phone or other equipment, and will promptly (and not later than a week after the date hereof) return all other property belonging to Christopher & Banks. The foregoing statements expressly exclude the iPad, Surface Table and laptop that the Company has provided to me, which Christopher & Banks has agreed that I may retain after it has permanently removed all Christopher & Banks information, documentation, data, passwords, etc., to the Christopher & Banks’ reasonable satisfaction.

6.              Continuing Obligations.  I agree, understand, and acknowledge that I have certain continuing obligations to Christopher & Banks that survive the termination of my employment and shall continue unabated, including, the obligations in Articles 6, 7, and 8 of my Employment Agreement, as well as the obligations under law to maintain and not disclose to anyone Christopher & Banks’ trade secrets and confidential information, documents, and other materials revealed to me during the course of my association with the company.

7.              Acknowledgement of Reading and Understanding.  By signing this Release of Claims, I acknowledge that I have read this Release of Claims, and understand that the release of claims is a full and final release of all claims I may have against Christopher & Banks and the other entities and individuals covered by this Release.  By signing, I also acknowledge and agree that I have entered into this Release of Claims knowingly and voluntarily.

ACKNOWLEDGEMENT AND SIGNATURE

By signing below, I, LuAnn Via, acknowledge and agree to the following:

·                  I have had adequate time to consider whether to sign this Release of Claims.

·                  I have been informed of my right to consult an attorney and have had adequate time in which to do so.

·                  I have read this Release of Claims carefully.

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·                  I understand and agree to all of the terms of the Release of Claims.

·                  I am knowingly and voluntarily releasing my claims against Christopher & Banks (as defined above) to the extent expressly set forth in this Release of Claims.

·                  I have not, in signing this Release of Claims, relied upon any statements or explanations made by Christopher & Banks except for those specifically set forth in this Release of Claims, the Employment Agreement and the Separation Agreement.

·                  I intend this Release of Claims to be legally binding.

·                  I understand that this Release of Claims specifically waives claims arising under the Age Discrimination Employment Act of 1967 (29 U.S.C. § 62 et seq.) and, in connection with this waiver, I acknowledge and agree to the following:

(1)         I am not waiving any rights or claims under the Age Discrimination in Employment Act of 1967, as amended, that may arise after this Release of Claims is signed by me, or any rights or claims to test the knowing and voluntary nature of this Agreement under the Older Workers’ Benefit Protection Act, as amended;

(2)         In exchange for my waiver of rights or claims under the Age Discrimination in Employment Act, I am receiving consideration that is in addition to anything of value to which I am already entitled;

(3)         I have had ample opportunity to consult with an attorney of my choosing prior to my signing of this Release of Claims, and I was encouraged and advised to do so by Christopher & Banks;

(4)         I may take twenty-one (21) days to consider whether to sign the Release of Claims.  I acknowledge that any changes to the terms of this Release of Claims (whether material or immaterial) will not restart the running of the twenty-one (21) day period;

(5)         If I sign this Release of Claims prior to the end of the twenty-one (21) day time period, I certify that, in accordance with 29 CFR § 1625.22(c)(6), I knowingly and voluntarily decided to sign this Release of Claims after considering it for less than twenty-one (21) days and that my decision to do so was not induced by Christopher & Banks through fraud, misrepresentation or a threat to withdraw or alter the offer prior to the expiration of the twenty-one (21) day time period.

(6)         I understand that I may rescind this Release of Claims at any time within fifteen (15) days after I sign it; and

(7)         I further understand and agree that if I wish to rescind this Release of Claims after signing it, I or my authorized legal representative will do so in accordance within the time limitations and procedures contained in Sections 2 and 3 of the Release of Claims.

·                  I have carefully read and fully understand all of the provisions of this Release of Claims, and I knowingly and voluntarily enter into, and choose to be legally bound by, all of the terms set forth in this Release of Claims.

·                  I am signing this Release of Claims on or after my last day of employment with Christopher & Banks.

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Exhibit 10.3

FINAL

TERM SHEET FOR EMPLOYMENT AGREEMENT WITH EXECUTIVE

This confidential term sheet (“Term Sheet”), dated as of January 17, 2017, sets forth the key terms of the proposed employment of Joel Waller (the “Executive”), by Christopher & Banks Corporation, a Delaware corporation (the “Company”), expected to commence on January 17, 2017 (the “Start Date”).

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IN WITNESS WHEREOF, the undersigned, each intending to be legally bound hereby, have executed this Term Sheet as of the date first above written.

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Exhibit 99.1

2400 Xenium Lane North, Plymouth, MN 55441 · (763) 551-5000 · www.christopherandbanks.com

CHRISTOPHER & BANKS UPDATES FOURTH QUARTER

AND FISCAL 2016 GUIDANCE AND ANNOUNCES CEO AND BOARD CHANGES

-Comp store sales expected to be down between 7% and 8%-

-Joel Waller named interim CEO replacing LuAnn Via-

-Cash at the end of the year expected to be approximately $30 million-

Minneapolis, MN, January 17, 2017 — Christopher & Banks Corporation (NYSE: CBK), a specialty women’s apparel retailer, today announced an update to its guidance for the fourth quarter and full fiscal year, the election of Joel Waller as interim President and Chief Executive Officer (“CEO”) and the departure of LuAnn Via, President & CEO.

The Company’s change in guidance for the fourth quarter is attributable to a number of factors, including lower traffic, ongoing headwinds in women’s apparel and weather. The most significant decline occurred during the two full weekends prior to Christmas where sales were negatively impacted by an estimated $4.5 million. The Company now anticipates net sales for the quarter to be between $85 million and $86 million.  The continued strong performance in the Company’s eCommerce business, which grew by 15% in fiscal December, was offset by lower-than-anticipated sales in its other channels, particularly outlets.  In response to these soft sales trends, the Company was more promotional than originally planned in order to drive sales and manage inventory levels, which has led to gross margin pressure.  As a result, the Company now expects its net loss for the quarter to be in the range of $16 million to $17 million, including transition costs associated with the change in management.  Despite the lower than planned sales, cash, cash equivalents and investments are expected to be approximately $30 million which is near the low end of the Company’s earlier guidance, and the Company expects to end the fiscal year with on-hand inventory at cost down in the low single digits, which is within its previous guidance.  The Company continues to be highly focused on managing its expenses, conserving its cash and controlling inventory.

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The Company also reported that LuAnn Via, President & Chief Executive Officer and a director of the Company, will be departing effective today, and that Lisa Wardell resigned as a member of the Board of Directors and Board Chair, effective January 10, 2017.

In connection with Ms. Via’s departure as Chief Executive Officer, the Company’s Board of Directors announced that, effective today, Joel Waller has been elected interim President & CEO and a member of the Board of Directors. Mr. Waller successfully served in a similar capacity for the Company several years ago. He has an extensive retail background with over 35 years of industry experience as both an executive and more recently as a consultant. His proven track record includes serving as the Chief Executive Officer of The Wet Seal, Inc., a specialty retailer of juniors clothing, shoes and accessories from 2005 to 2008 and prior to that as the Chief Executive Officer of Wilsons Leather, a specialty retailer of leather outerwear, accessories and apparel, for approximately twenty years, ending in January 2005.

In addition, the Company announced that Kent Kleeberger has been elected as Board Chair.   The Board of the Company intends immediately to commence a search for a permanent Chief Executive Officer and will be engaging a national search firm to assist it in that process.

Mr. Kleeberger said, “We thank LuAnn for her service and contributions as President and CEO during these challenging times, and wish her well in her future endeavors.  LuAnn has laid an excellent foundation for future growth and was instrumental in upgrading our assortments, talent, technology and ecommerce platforms.”

Mr. Waller commented, “I am very excited to be rejoining Christopher & Banks and working with the management team and the entire organization. I am very confident in the opportunity to return the Company to profitability and have requested that my compensation package be directly aligned with increasing shareholder value.”

Mr. Kleeberger commented that “I and the other members of the Board look forward to having Joel’s leadership again.  We are confident that he will provide clear direction and a smooth transition as we search for a permanent Chief Executive Officer.”

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Mr. Kleeberger stated that, “as we look to Fiscal 2017, the Board of Directors and management, under Joel’s leadership, are committed to continuing to explore ways to maximize shareholder value, including implementing the cost savings initiatives previously identified for fiscal 2017, exploring additional cost savings opportunities, and inventory optimization. In addition to these current efforts, the Company is also exploring opportunities to maximize e-Commerce growth potential, generate free cash flow and identify potential growth opportunities and strategic transactions.”

About Christopher & Banks

Christopher & Banks Corporation is a Minneapolis-based national specialty retailer featuring exclusively designed privately branded women’s apparel and accessories.  As of January 17, 2017, the Company operates 499 stores in 45 states consisting of 315 MPW stores, 82 Outlet stores, 52 Christopher & Banks stores, and 50 stores in its women’s plus size clothing division CJ Banks.  The Company also operates the www.ChristopherandBanks.com eCommerce website.

Keywords:  Christopher & Banks, CJ Banks, Women’s Clothing, Plus Size Clothing, Petites, Extended Sizes, Outfits.

Forward-Looking Statements

Certain statements in this press release are forward-looking statements, made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  The forward-looking statements may use the words “expect”, “anticipate”, “plan”, “intend”, “project”, “believe”, “drive” “in order to” and similar expressions and include the statements (i) that the Company now anticipates net sales for the quarter to be between $85 million and $86 million; (ii) that the Company expects its net loss for the quarter to be in the range of $16 million to $17 million, including transition costs associated with the change in management; (iii) that despite the lower than planned sales, cash, cash equivalents and investments are expected to be approximately $30 million which is near the low end of the Company’s earlier guidance of the low-to mid-$30 million range; (iv) that despite the lower than planned sales, the Company expects to end the fiscal year with on-hand inventory at cost down in the low single digits, which is within its previous guidance; (v) by Joel Waller that he is very confident in the opportunity to return the Company to profitability;  (vi) by Kent Kleeberger that he and the Board are confident that Mr. Waller will provide clear direction and a smooth transition as the Company searches for a permanent

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Chief Executive Officer and (vii) by Kent Kleeberger that as the Company looks to fiscal 2017, the Board of Directors and management, under Joel’s leadership, are committed to continuing to explore ways to maximize shareholder value, including implementing the cost savings initiatives previously identified for fiscal 2017, exploring additional cost savings opportunities, and inventory optimization and that in addition to these current efforts, the Company is also exploring opportunities to maximize e-Commerce growth potential, generate free cash flow and identify potential growth opportunities and strategic transactions .

These statements are based on management’s current expectations and are subject to a number of uncertainties and risks, as well as assumptions that, if they do not fully materialize or prove incorrect, could cause the Company’s actual results to differ materially from those expressed or implied by the forward-looking statements.  Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, but are not limited to: (i) the inherent difficulty in forecasting consumer buying and retail traffic patterns which may be affected by factors beyond the Company’s control, such as a weakness in overall consumer demand; adverse weather, economic or political conditions; and shifts in consumer tastes or spending habits that result in reduced sales or gross margins; (ii) lack of acceptance of the Company’s fashions, including its seasonal fashions; (iii) the ability of the Company’s infrastructure and systems to adequately support its operations; (iv) the effectiveness of the Company’s brand awareness, marketing programs and efforts to enhance the in-store experience; (v) the possibility that, because of poor customer response to the Company’s merchandise, management may determine it is necessary to sell merchandise at lower than expected margins or at a loss; (vi) the failure to successfully implement the Company’s strategic and tactical plans and initiatives; (vii) general economic conditions could lead to a reduction in store traffic and in consumer spending on women’s apparel; (viii) fluctuations in the levels of the Company’s sales, expenses or earnings; and (ix) risks associated with the performance and operations of the Company’s Internet operations.

Readers are cautioned not to place undue reliance on these forward-looking statements which are based on current expectations and speak only as of the date of this release.  The Company does not assume any obligation to update or revise any forward-looking statement at any time for any reason.

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Certain other factors that may cause actual results to differ from such forward-looking statements are included in the Company’s periodic reports filed with the Securities and Exchange Commission and available on the Company’s website under “For Investors” and you are urged to carefully consider all such factors.

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COMPANY CONTACT:

Peter G. Michielutti

Executive Vice President,

Chief Operating Officer and

Chief Financial Officer

(763) 551-5000

INVESTOR RELATIONS CONTACT:

Jean Fontana

ICR, Inc.

(646) 277-1214

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Exhibit 99.2

2400 Xenium Lane North, Plymouth, MN 55441 · (763) 551-5000 · www.christopherandbanks.com

CHRISTOPHER & BANKS CORPORATION ANNOUNCES

EMPLOYEE INDUCEMENT AWARDS PURSUANT TO

NEW YORK STOCK EXCHANGE RULE 303A.08

Minneapolis, MN, January 17, 2017 — Christopher & Banks Corporation (NYSE: CBK) announced today that, in conjunction with its recent hiring of Mr. Joel Waller as interim President and Chief Executive Officer (“CEO”), the Board of Directors granted to Mr. Waller performance-based restricted stock and non-qualified stock options as an inducement to his hiring.  The non-qualified stock option consists of a grant of 375,000 shares of the Company’s Common Stock, with an exercise price representing today’s closing price on the New York Stock Exchange (“NYSE”) of one share of the Company’s Common Stock, Mr. Waller’s first day of employment.  The option will vest upon the earlier to occur of:  (i) January 17, 2018, (ii) the date on which the Company has hired a permanent CEO, and (iii) the termination of Mr. Waller’s employment without cause in connection with a change in control of the Company.  The stock option will have a five-year term and will be exercisable after vesting and also following Mr. Waller’s employment termination (assuming such termination is not for cause, death or disability) for the lesser of (i) three years following Mr. Waller’s employment termination date and (ii) the remaining term of the option.

In addition, Mr. Waller was issued a performance-based restricted stock award today of 200,000 shares of the Company’s Common Stock.  100,000 of such shares shall vest in full if the closing price on the NYSE of one share of the Company’s Common Stock equals or exceeds $3.00 on any date prior to the “Vesting Date” (as defined below); if the closing price does not reach $3.00 prior to the Vesting Date, then this tranche of shares will be forfeited. The other 100,000 share tranche shall vest in full if the closing price on the NYSE of a share of the Company’s Common Stock equals or exceeds $4.00 on any date prior to the Vesting Date; if the closing price does not reach $4.00 prior to the Vesting Date, then this tranche of shares will be forfeited.   “Vesting Date” means the twelve-month anniversary of Executive’s last date of service as Interim CEO.

These stock awards have been granted outside the terms of the Company’s 2014 Stock Incentive Plan in reliance on the employment inducement award exemption under the NYSE’s Listed Company Manual Rule 303A.08.  Pursuant to the rule, the Company is issuing this press release.

In approving these stock awards, the Board believes that the grants are appropriate and competitive in light of Mr. Waller’s extensive retail experience and background.  In addition, the awards are intended to achieve the goal of creating a strong incentive for Mr. Waller to drive superior performance for the benefit of the Company and its stockholders.  These stock awards are made with the understanding that they are lieu of any future grants of equity awards to Mr. Waller while serving as interim President and CEO.

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About Christopher & Banks

Christopher & Banks Corporation is a Minneapolis-based national specialty retailer featuring exclusively designed privately branded women’s apparel and accessories.  As of January 17, 2017, the Company operates 499 stores in 45 states consisting of 315 MPW stores, 82 Outlet stores, 52 Christopher & Banks stores, and 50 stores in its women’s plus size clothing division CJ Banks.  The Company also operates the www.ChristopherandBanks.com eCommerce website.

Keywords:  Christopher & Banks, CJ Banks, Women’s Clothing, Plus Size Clothing, Petites, Extended Sizes, Outfits.

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COMPANY CONTACT:

Peter G. Michielutti

Executive Vice President,

Chief Operating Officer and

Chief Financial Officer

(763) 551-5000

INVESTOR RELATIONS CONTACT:

Jean Fontana

ICR, Inc.

(646) 277-1214

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