8-K

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 (date of earliest event reported):  April 5, 2006

Christopher & Banks Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware	0-19972	06-1195422
(State or Other Jurisdiction) of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2400 Xenium Lane North Plymouth, Minnesota	55441
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  (763) 551-5000

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:

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

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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 April 5, 2006, Christopher & Banks Corporation (the “Company”) and Joseph E. Pennington entered into Amendment No. 2 to Mr. Pennington’s Amended and Restated Executive Employment Agreement which extends the term of his employment as Chief Executive Officer through February 28, 2007. Mr. Pennington will receive a base salary of $520,000 in fiscal 2007 payable at those intervals as the Company shall pay other executives. In addition, Mr. Pennington shall be eligible to receive a bonus in accordance with the Company’s bonus plans and Mr. Pennington shall receive a one-time stock option grant of 18,000 shares of the Company’s common stock pursuant to and in accordance with its equity incentive plan.

Contemporaneously with Amendment No. 2 to Mr. Pennington’s Amended and Restated Executive Employment Agreement, the Company and Mr. Pennington entered into an Amendment to Mr. Pennington’s Employment Continuation Agreement which provides that after February 28, 2007, Mr. Pennington will continue to be employed by the Company as a non-officer, part-time employee in an advisory role through August 31, 2008 and, in consideration for providing such services, will receive a monthly salary of $20,000 and certain continuing fringe benefits.

These arrangements were entered into in connection with the Company’s management succession plans. The foregoing description of Amendment No. 2 to Amended and Restated Executive Employment Agreement and the Amendment to Employment Continuation Agreement for Mr. Pennington are not complete and are qualified in their entirety by reference to the full text of such agreements. Copies of these agreements are filed as Exhibits 10.1 and 10.2 to this Report and are incorporated by reference herein.

Item 8.01 Other Events.

A copy of the press release relating to the matters set forth in this Report is attached as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(c)  Exhibits.

Exhibit No.	Description of Exhibit
10.1	Amendment No. 2 to Amended and Restated Executive Employment Agreement between the Company and Joseph E. Pennington dated April 5, 2006
10.2	Amendment to Employment Continuation Agreement between the Company and Joseph E. Pennington dated April 5, 2006
99.1	Press release issued by the Company on April 5, 2006

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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, thereunto duly authorized.

	Christopher & Banks Corporation
Date: April 5, 2006	By	: /s/	Andrew K. Moller
			Andrew K. Moller Chief Financial Officer

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CHRISTOPHER & BANKS CORPORATION

FORM 8-K CURRENT REPORT

INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Amendment No. 2 to Amended and Restated Executive Employment Agreement between the Company and Joseph E. Pennington dated April 5, 2006
10.2	Amendment to Employment Continuation Agreement between the Company and Joseph E. Pennington dated April 5, 2006
99.1	Press release issued by the Company on April 5, 2006

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EX-10.1

Exhibit 10.1

AMENDMENT NO. 2 TO

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 2 (the “Amendment”), dated effective as of April 5, 2006, is made  and entered into to amend the Amended and Restated Executive Employment Agreement, dated as of March 1, 2002, together with Amendment No. 1 dated September 22, 2005 (collectively, the “Employment Agreement”), by and between Christopher & Banks Corporation, a Delaware corporation (the “Company”), and Joseph E. Pennington (the “Executive”).

WITNESSETH:

WHEREAS, the Company and the Executive entered into the Employment Agreement which provides for a four-year term ending on February 28, 2006;

WHEREAS, the Company and the Executive entered into an Amendment to the Employment Agreement on September 22, 2005 which, among other things, extended the Executive’s employment to August 31, 2006 (the “Extended Date”);

WHEREAS, the Executive has been promoted to Chief Executive Officer; and

WHEREAS, the Company desires to continue to employ the Executive beyond the Extended Date and the Executive wishes to accept such continued employment with the Company upon the terms and conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the Company and the Executive agree as follows:

1.Amendment.The Employment Agreement shall be amended as provided in this Amendment. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement.

2.Employment.Section 1.1 of the Employment Agreement is hereby deleted in full and replaced as follows:

“1.1The Corporation hereby employs Executive, and Executive agrees to work for the Corporation as Chief Executive Officer, and to perform such related duties as are assigned to him from time to time by the Board of Directors of the Corporation.”

3.Term. Section 2.1 of the Employment Agreement is hereby deleted in full and replaced as follows:

“2.1Unless terminated at an earlier date as otherwise provided herein, the term of the Executive’s employment hereunder shall be for a period ending on February 28, 2007.”

4.Duties.Section 3.1 of the Employment Agreement is hereby amended by inserting the following at the end of the paragraph:

“The parties acknowledge that from March 1, 2006 to February 28, 2007, Executive intends to fulfill his duties, in part, from Denver, Colorado; provided however, Executive shall continue to spend at least fifty percent of Executive’s time at the Corporation’s headquarters.”

5.Compensation. The first paragraph after the table at the beginning of Section 4.1 of the Employment Agreement which discusses the Executive’s annual base salary after February 28, 2006 shall be deleted in full and replaced as follows:

“The Corporation agrees to pay Executive at an annual base salary of $520,000, pro rated from March 1, 2006 to February 28, 2007, payable at those intervals as the Corporation shall pay other executives.”

6.Incentive Compensation. Section 4.3 of the Employment Agreement is hereby deleted in full and replaced as follows:

“4.3The Executive shall be eligible to receive a bonus in accordance with the Corporation’s bonus plans as in effect and approved by the Board of Directors from time to time.”

7.Equity Incentive Plans. Section 4.4 of the Employment Agreement is hereby deleted in full and replaced as follows:

“4.4The Executive shall receive a one-time stock option grant of 18,000 shares of the Corporation’s common stock pursuant to and in accordance with its equity incentive  plan.”

8.Termination.Section 12.1 of the Employment Agreement is hereby deleted in full and replaced as follows:

“12.1The Corporation may terminate the employment of the Executive at any time without cause by written notice of termination of employment to Executive. In the event that the Corporation terminates the employment of the Executive by delivering notice in accordance with the preceding sentence, the Executive shall receive as severance his base salary and benefits pursuant to Section 4 (except bonus) from the date of termination until February 28, 2007.”

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9.Miscellaneous.

9.1Governing Law. This Amendment is made under and shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to Minnesota’s conflicts of law rules.

9.2Prior Agreements. This Amendment and the Employment Agreement contain the entire agreement of the parties relating to the subject matter hereof and supersede all prior agreements and understandings with respect to such subject matter, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Amendment which are not set forth herein. Except as explicitly amended by this Amendment, all of the terms and conditions of the Employment Agreement shall remain in full force and effect.

9.3Amendments. No amendment or modification of this Amendment shall be deemed effective unless made in writing signed and delivered by the parties hereto.

9.4Assignment. This Amendment shall not be assignable, in whole or in part, by either party without the written consent of the other party.

9.5No Waiver. No term or condition of this Amendment shall be deemed to have been waived, nor shall there be any estoppel to enforce any provisions of this Amendment, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppel is sought. Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition waive and shall not constitute a waiver of such term of condition for the future or as to any act other than that specifically waived.

9.6Counterparts. This Amendment may be signed in counterparts, each of which, when executed and delivered, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have hereunto set their hands, intending to be legally bound, as of the date first above written.

CHRISTOPHER & BANKS CORPORATION
By:	/s/ Larry C. Barenbaum
	Larry C. Barenbaum
	Its: Chairman
/s/ Joseph E. Pennington
Joseph E. Pennington

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EX-10.2

Exhibit 10.2

AMENDMENT TO

EMPLOYMENT CONTINUATION AGREEMENT

THIS AMENDMENT TO EMPLOYMENT CONTINUATION AGREEMENT (“Amendment”) is made and entered into April 5, 2006, by and between CHRISTOPHER & BANKS CORPORATION, a Delaware corporation (the “Company”) and JOSEPH E. PENNINGTON (“Pennington”).

WITNESSETH:

WHEREAS, Pennington and the Company are parties to that certain Executive Employment Agreement dated as of March 1, 2002, as amended on September 22, 2005 and April 5, 2006 (collectively, the “Employment Agreement”); and

WHEREAS, Pennington and the Company are parties to that certain Employment Continuation Agreement dated September 22, 2005 (the “Continuation Agreement”); and

WHEREAS, Pennington and the Company each wish to agree to terms of a continued employment with the Company for an extension to the specified period of service.

NOW, THEREFORE, in consideration of the premises, and the agreements of the parties set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby covenant and agree as follows:

1.Recitals. The recitals set forth above are true and correct in every respect and are incorporated herein by reference.

2.Resignations by Pennington. Section 2 of the Continuation Agreement is hereby deleted in full and replaced as follows:

“2.Resignations by Pennington. Effective as of the close of business on February 28, 2007, Pennington resigns from his position as Chief Executive Officer, and the Company hereby accepts this resignation. It is agreed that effective as of the close of business on February 27, 2007, Pennington has no further privileges, duties or obligations in such capacity.”

3.Continuation of Employment and Termination of Employment Agreement. Section 3 of the Continuation Agreement is hereby deleted in full and replaced as follows:

“3.Continuation of Employment and Termination of Employment Agreement.

(a)Effective as of the close of business on February 28, 2007, the parties agree that consistent with Section 2 of this Agreement, Pennington’s position with the Company as Chief Executive Officer, together with

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positions as officer and director of the Company’s subsidiaries, is terminated. Further, effective as of the close of business on February 28, 2007 and except as otherwise expressly provided for in this Agreement, the Employment Agreement is terminated and of no further force and effect and Pennington relinquishes any and all continuing rights and benefits he may have under the Employment Agreement. The close of business on February 28, 2007 shall be referred to as the “Effective Time” under this Agreement.

(b)As provided in Section 7 of this Agreement, Pennington shall nevertheless continue as an employee of the Company in the capacity described below until the close of business on August 31, 2008 (the “Termination Date”). On the Termination Date, Pennington’s employment by the Company and its subsidiaries shall terminate and, except as otherwise required by applicable law or as provided for in this Agreement, Pennington relinquishes all remaining rights and benefits, if any, he may then have as an employee of the Company.”

4.Consideration; Continuation of Compensation and Benefits. Section 4(a) of the Continuation Agreement is hereby deleted in full and replaced as follows:

“4.Consideration; Continuation of Compensation and Benefits.

(c)From March 1, 2007 to the Termination Date (the “Employment Continuation Period”), so long as Pennington has not breached any of his obligations under this Agreement, Pennington shall receive an aggregate of $360,000, payable at those intervals as the Company pays its employees.”

5.Stock Options. Exhibit A to the Continuation Agreement reflecting stock options to Pennington is hereby amended to include an additional grant of 18,000 options effective on February 7, 2006. Further, all outstanding stock options on Exhibit A, as amended, shall be exercisable in accordance with their respective terms and ending on November 28, 2008. If Pennington’s employment terminates prior to the Termination Date, (a) any options that are unvested shall cease to vest and (b) all options must be exercised within ninety days of such earlier termination date.

6.Miscellaneous.

6.1Governing Law. This Amendment is made under and shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to Minnesota’s conflicts of law rules.

6.2Prior Agreements. This Amendment and the Continuation Agreement contain the entire agreement of the parties relating to the subject matter hereof and supersede all prior agreements and understandings with respect to such subject matter, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Amendment which are not set forth herein. Except as explicitly amended by this Amendment,

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all of the terms and conditions of the Continuation Agreement shall remain in full force and effect.

6.3Amendments. No amendment or modification of this Amendment shall be deemed effective unless made in writing signed and delivered by the parties hereto.

6.4Assignment. This Amendment shall not be assignable, in whole or in part, by either party without the written consent of the other party.

6.5No Waiver. No term or condition of this Amendment shall be deemed to have been waived, nor shall there be any estoppel to enforce any provisions of this Amendment, except by a statement in writing signed by the party against whom enforcement of the waiver or estoppel is sought. Any written waiver shall not be deemed a continuing waiver unless specifically stated, shall operate only as to the specific term or condition waive and shall not constitute a waiver of such term of condition for the future or as to any act other than that specifically waived.

6.6Counterparts. This Amendment may be signed in counterparts, each of which, when executed and delivered, shall constitute one and the same instrument.

* * * * * * *

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

CHRISTOPHER & BANKS CORPORATION
By:	/s/Larry C. Barenbaum
	Larry C. Barenbaum
	Chairman
/s/ Joseph E. Pennington
Joseph E. Pennington

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EX-99.1

Exhibit 99.1

2400 Xenium Lane North, Plymouth, MN 55441 • (763)551-5000  • Fax (763)551-5198 • www.christopherandbanks.com

FOR:	Christopher & Banks Corporation
APPROVED BY:	Andrew Moller
	Executive Vice President and Chief
	Financial Officer
	(763) 551-5000
CONTACT:	Investor Relations:
	James Palcynski/Bill Zima
	Integrated Corporate Relations
	(203) 682-8200

CHRISTOPHER & BANKS CORPORATION ANNOUNCES EXTENSION OF TERM FOR CHIEF EXECUTIVE OFFICER

Minneapolis, MN, April 5, 2006 – Christopher & Banks Corporation (NYSE: CBK) today announced that Joseph E. Pennington, the Company’s Chief Executive Officer has extended his employment agreement and will continue to serve as the Company’s CEO through February 28, 2007. In addition, Mr. Pennington has agreed to remain with the Company as a part-time employee in an advisory role through August 31, 2008.

Mr. Pennington joined the Company in 1997. He served as the Company’s President and Chief Operating Officer from September, 1999 until December, 2005 when he was promoted to Chief Executive Officer.

Joe Pennington, Chief Executive Officer, commented, “I am pleased to extend my employment contract with the Company. We are in the early stages of improvement in the Company’s operations and I look forward to working with the rest of our management team as Christopher & Banks continues its growth.”

About Christopher & Banks

Christopher & Banks Corporation is a Minneapolis-based specialty retailer of women’s clothing. The Company operates 714 stores in 45 states under the names: Christopher & Banks, C.J. Banks and Acorn. The Company currently has 507 Christopher & Banks stores, 182 C.J. Banks stores and 25 Acorn stores.

This release contains forward-looking statements regarding future performance of the Company. The achievement of such results is subject to certain risks and uncertainties, including changes in economic, market and weather conditions, the effect of consumer tastes and spending habits, the realization of expected economies gained through the use of private label and direct import merchandise, management of growth and other factors outside the Company’s control, including factors discussed from time to time in the Company’s filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s analysis only as of the date hereof. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

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