PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT

Exhibit 10.2

PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT

THIS PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT (this “Agreement”) is made effective as of the            day of           ,            (the “Effective Date”), between Christopher & Banks Corporation, a Delaware corporation (the “Company”), and «Name» (“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.             Restrictions.  Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

(a)           Performance-Based Forfeiture Restrictions.  Unless or until the performance criteria described in Exhibit A are met, the Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of.  Employee shall, for no consideration, immediately forfeit to the Company all Restricted Shares subject to the Performance-Based Forfeiture Restrictions (as hereinafter defined) that do not vest in accordance with this Agreement and Exhibit A.  The prohibition against transfer and the obligation to forfeit and surrender Restricted Shares to the Company upon failure to meet the performance criteria in Exhibit A are herein referred to as the “Performance-Based Forfeiture Restrictions”.

[VERSION A (if < 100% vests after year 1] [(b)             Time-Based Forfeiture Restrictions.  The Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Time-Based Forfeiture Restrictions (as hereinafter defined).  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 (c) of this Section 2, Employee shall, for no consideration, immediately forfeit to the Company all Restricted Shares or Vested Restricted Shares (as defined in Exhibit A), as applicable, to the extent then subject to the Time-Based Forfeiture Restrictions.  The prohibition against transfer and the obligation to forfeit and surrender Restricted Shares or Vested Restricted Shares, as applicable, to the Company upon termination of employment are herein referred to as “Time-Based Forfeiture Restrictions”.  The Performance-Based Forfeiture Restrictions and the Time-Based Forfeiture Restricted are collectively referred to herein as the “Forfeiture Restrictions”.  For purposes of this Agreement, “disability” shall mean any physical or mental condition which would qualify Employee for a disability benefit under any long-term disability plan then maintained by the Company or the employing subsidiary.]

[VERSION B (if 100% vests after year 1] [(b) Time-Based Forfeiture Restrictions.  The Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of to the extent then subject to the Time-Based Forfeiture Restrictions (as hereinafter defined).  In the event of termination of Employee’s employment with the Company or employing subsidiary for any reason, Employee shall, for no consideration, immediately forfeit to the Company all of the Restricted Shares.  The prohibition against transfer and the obligation to forfeit and surrender the Restricted Shares to the Company upon termination of employment are herein referred to as “Time-Based Forfeiture Restrictions”.  The Performance-Based Forfeiture Restrictions and the Time-Based Forfeiture Restricted are collectively referred to herein as the “Forfeiture Restrictions”.]

(c)           Lapse of Forfeiture Restrictions.  The Performance-Based Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with, and to the extent provided in, Exhibit A.  The Time-Based Forfeiture Restrictions shall lapse as to the Vested Restricted Shares in accordance with the following schedule and subject to the provisions of Exhibit A, provided that Employee has been continuously employed by the Company (or any subsidiary of the Company) from the date of this Agreement through the lapse date:

[VERSION A (if < 100% vests after year 1] [Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares or the Vested Restricted Shares, as applicable, on the occurrence of a Change in Control (as such term is defined in Section 10 of the Plan).  The Time-Based Forfeiture Restrictions shall lapse as to any or all Vested Restricted Shares still subject to such restrictions on 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 after the Performance-Based Forfeiture Restrictions have lapsed, the Company’s Compensation Committee (the “Committee”) may, in the Committee’s sole discretion, approve the lapse of Time-Based Forfeiture Restrictions as to any or all Vested 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.]

[VERSION B (if 100% vests after year 1] [Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the occurrence of a Change in Control (as such term is defined in Section 10 of the Plan).]

(d)           Forfeitures Relating to Employee Performance.  If, between the Effective Date and the Performance Vesting Date, Employee is placed on a formal (in writing) “performance improvement plan,” Employee shall, for no consideration, immediately forfeit to the Company all Restricted Shares.  If, between the Effective Date and the Performance Vesting Date, Employee is reassigned to a position that either is not eligible to receive the type of award provided for in this Agreement or is eligible to receive an award amount that is based on a lower percentage of Employee’s base salary, then Employee shall, for no consideration, immediately forfeit to the Company the number of Restricted Shares equal to: (x) the difference between the number of Restricted Shares set forth in Section 1(a) of this Agreement and the number of Restricted Shares that would have been granted to Employee on the Effective Date had Employee held the new position on the Effective Date (y) multiplied by a fraction, the numerator of which is the number of days in Fiscal            Employee was in the new position and the denominator of which is           .

(e)           Issuance and Custody of Certificates.  The Company shall cause the Restricted Shares to be issued in Employee’s name, either by book-entry registration or issuance of a stock certificate or certificates.  Employee shall not have any voting rights with respect to the Restricted Shares unless and until they are designated as Vested Restricted Shares.  Employee shall not be entitled to receive any dividends paid by the Company on its Common Stock with respect to the Restricted Shares unless and until they are designated as Vested Restricted Shares, and then only to the extent that dividends are declared after the Performance Vesting Date.  Employee shall forfeit such voting and dividend rights at such time, if at all, as the Vested 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 [VERSION A: the Committee] [VERSION B: the Company’s Compensation Committee (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 Vested 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 Employee, and this Agreement shall not affect in any way the right of the Company or its subsidiaries to terminate the employment of Employee.  For purposes of this Agreement, Employee shall be considered to be in the employment of the Company as long as Employee remains an employee of either the Company, any successor corporation or a parent or subsidiary corporation of the Company or any successor corporation.  Any question as to whether and when there has been a termination of such employment, and the cause of such termination, shall be determined by the Committee, or its delegate, as appropriate, and its determination shall be final.

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

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

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

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.

EXHIBIT A

Performance Vesting

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

Lapse of Performance-Based Forfeiture Restrictions

Except as otherwise provided in the Agreement, the Performance-Based Forfeiture Restrictions will lapse with respect to the Restricted Shares if Operating Income (Loss) (as defined below) for fiscal year            is           .  If Operating Income (Loss) is           , no Performance-Based Forfeiture Restrictions will lapse with respect to the Restricted Shares and the Restricted Shares will be forfeited.

“Operating Income (Loss)” shall mean the income (or loss) before interest and taxes determined in accordance with generally accepted accounting principles but (i) prior to accruing expense for any cash awards under the Company’s annual incentive program for the fiscal year or any other performance or guaranteed bonuses paid or accrued by the Company during the fiscal year and based on that fiscal year’s performance and (ii) excluding the impact (whether positive or negative) thereon of any change in accounting standards, extraordinary items or restructuring charges or benefits.

The Restricted Shares for which the Performance-Based Forfeiture Restrictions have lapsed in accordance with the performance criteria described above shall be referred to in the Agreement as the “Vested Restricted Shares”.

Chief Financial Officer Certification Required as Condition to Vesting

Prior to the Committee’s determination of the Vested Restricted Shares, the Chief Financial Officer shall certify in writing to the Committee the amount of Operating Income (Loss) for fiscal year           , which amount shall be calculated in accordance with the definition set forth above and shall be based on the Company’s audited financial statements.  After receipt of the Chief Financial Officer’s certification, the Committee shall review the certification and promptly determine the number of Vested Restricted Shares, if any, for Employee.  The date on which the Committee determines the Vested Restricted Shares shall be referred to in this Agreement as the “Performance Vesting Date”.

[VERSION A] [No Fractional Shares

To the extent the Time-Based Forfeiture Restrictions lapse with respect to a number of shares of Common Stock that is not a whole number, then such number of shares shall be rounded down to the nearest whole number.]

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

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

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

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

Please furnish the following information for shareholder records:

PROMPTLY NOTIFY THIS OFFICE OF ANY CHANGE IN ADDRESS.