Amendment to Christopher & Banks Corporation 2006 Equity Incentive Plan for Non-Employee Directors
Christopher & Banks Corporation has amended its 2006 Equity Incentive Plan for Non-Employee Directors, effective July 27, 2006. The amendment, approved by the Board of Directors, modifies Section 13 of the Plan to clarify how stock awards and options will be adjusted in the event of changes to the company's common stock, such as stock splits or dividends. The goal is to ensure fair treatment of awards and avoid significant compensation costs for the company. The amendment applies to all current and future awards under the Plan.
Exhibit 10.4
AMENDMENT TO
CHRISTOPHER & BANKS CORPORATION
2006 EQUITY INCENTIVE PLAN
FOR NON-EMPLOYEE DIRECTORS
This Amendment to Christopher & Banks Corporation 2006 Equity Incentive Plan for Non-Employee Directors (the “Plan”) is hereby approved by the Christopher & Banks Corporation Board of Directors to be effective as of July 27, 2006.
WITNESSETH:
WHEREAS, on May 23, 2006, the Company’s Board of Directors initially approved the Plan; and
WHEREAS, the Company’s Board of Directors wishes to amend Section 6.1 of the Plan effective as of July 27, 2006 to avoid having the Company incur significant compensation costs.
NOW, THEREFORE, BE IT RESOLVED that the first paragraph of Section 13 of the Plan is hereby amended, as follows:
SECTION 13.
RECAPITALIZATION, SALE, MERGER, EXCHANGE
OR LIQUIDATION
In the event of an increase or decrease in the number of shares of Common Stock resulting from a stock dividend, stock split, reverse split, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company, the number of shares of Stock reserved under Section 6 hereof, the number of shares of Stock covered by each outstanding Award and Option and the price per share thereof shall be appropriately adjusted to reflect such change. Additional shares which may become covered by the Award or Option pursuant to such adjustment shall be subject to the same restrictions as are applicable to the shares with respect to which the adjustment relates.
