The Cato Corporation 8K Departure of Directors or Certain Officers | CATO 6 Jan 22

EXHIBIT 10.1

The CATO Corporation

January 4, 2022

Charles Knight

20 Baldwin Drive

New Providence, NJ 07974

Dear Chuck:

are

very

pleased

offer

you

the

position

Executive

Vice

President,

Chief

Financial

Officer for

The

Cato

Corporation. You

will

based

our

corporate

offices

Charlotte,

and

you

will report

to John

Cato, Chairman, President and

Chief Executive Officer.

Your start date will

be January

17, 2022.

This will

constitute “at-will”

employment, and

the offer

is extended

on the

following

terms:

Salary:

Your

starting

monthly

salary

will

$33,333.33

per

month,

which equates to an

annual salary of

$400,000. You will be paid

on the

last day of

the

month

for that

month.

Performance Bonus:

You will

eligible for

discretionary performance bonus potential of

60%

your

salary,

beginning

April

2023.

The

performance bonus

will be

based

company

and individual

performance

for fiscal

2022.

Bonus

parameters

may change

from year

to year.

Performance Review:

The performance

review process

conducted the

first quarter

the

fiscal

year

for

the

year.

Merit

increases

will

considered

each

year

result

meeting

corporate

and

individual objectives. You

will be eligible for a

merit increase for

your

performance

fiscal year

2022 with

effective

date

May

1, 2023.

Restricted Stock:

You

will

eligible

for

non-prorated

annual

LTl

award

Restricted Stock

60%

your

salary

effective

May

2022,

subject

Plan

guidelines and approval by

the Compensation

Committee

the

Board of Directors.

All

awards are

subject to

year

vesting

from

the

date

of grant

with

33% of

the

vesting

the

end

the

third

year, 33%

of the

vesting at

the

end

the

fourth

year, and

34%

the

shares vesting

the

end

the

fifth

year.

The

Company

also

reserves

the

right

change

Plan

guidelines.

Other Benefits:

The Cato Corporation

offers an excellent benefit

program for its

associates,

including,

among

other

things,

the

following:

(a)

comprehensive medical

and dental plans;

(b) a 401(k)

plan with

company

matching;

(c)

Employee

Stock

Purchase

Plan;

(d)

life

and

accidental

death

insurance;

(e)

short-term

and

long-term

disability

programs;

(f)

paid

time

off;

and

(g)

annual

paid

holidays.

addition,

Cato

has

agreed

reimburse

you

for

your

COBRA

premiums

(in

amount

equal

what

the

Company

would

pay

for

the

Company’s

health

and

dental

coverage)

until

you

are

eligible

join

the

company’s

health

and

dental

insurance.

Enclosed is

summary

benefits

that

includes

details

regarding

eligibility.

Should

you have

any questions about any of

our

benefit

plans,

please

contact

Beth

Morgan

(our

Benefits

Manager)

(704)

551-7250. Cato reserves the

right to change or

discontinue any

company benefit in the future.

Relocation:

You

will be

required to

relocate to

Charlotte, NC

no later

than

April 1, 2022. Cato

will pay up to

$40,000 to move

you and your

household possessions to

the Charlotte

area, as

well as

up to

60 days of temporary housing. In addition, Cato will pay a one-

time

relocation

allowance

$30,000

upon

establishing

your

primary residency

in the

Charlotte area.

However,

if within

the

first 24

months after

joining the

company you

decide to

resign

from

the

Company,

you

agree

immediately

re-pay

the

$30,000

relocation

allowance

full,

well

all

costs

associated

with

your

move

and

temporary

housing.

All

relocation

expenses

paid

and

reimbursed

The

Cato

Corporation are subject to

taxes.

This

offer

subject

satisfactory

reference

checks,

background

screening,

and

pre-

employment drug

screening.

Furthermore, you

must

provide

appropriate work

authorization

and, in compliance

with federal

law,

complete

an Employment

Verification

Form 1-9

and

present proof of

identity and employment eligibility no

later than

3 days

after your start date.

This offer

is also

specifically conditioned upon

you signing and

returning the

enclosed Mutual

Dispute Resolution Agreement (the "Agreement"). If you

fail to sign and deliver this Agreement

this offer of employment is void.

Chuck, we are very excited

about the future at The Cato Corporation, and we look forward

to you

joining

us.

will

rely on

you

to work

with

collaborative and

professional

manner to help us ensure our future

success.

Please sign this original and return it

to me signifying your acceptance of these terms

as soon

as possible.

A copy is also enclosed for your records.

Please contact me at (704) 551-7654 if

you have any questions or need assistance in any way.

/s/

1/4/2022

/s/

1/4/2022

John Cato

Charles Knight

Chairman, President

& Chief Executive Officer

The Cato Corporation (CATO) 8-KDeparture of Directors or Certain Officers