EXHIBIT 10.3 AMENDMENT NUMBER ONE TO EMPLOYMENT AND NON-INTERFERENCE AGREEMENT This AMENDMENT NUMBER ONE TO EMPLOYMENT AND NONINTERFERENCE AGREEMENT,dated as of December __, 2001 (this “Amendment”), is by and between GeorgeBellino (the “Executive”) and Citi Trends, Inc., f/k/a Allied Fashion, Inc., aDelaware corporation (the “Company”). WITNESSETH: WHEREAS, the Company and the Executive are parties to that certainEmployment and Non-Interference Agreement, dated April 13, 1999 (the “OriginalAgreement” and, as amended by this Amendment, the “Agreement”); WHEREAS, the Company and the Executive wish to amend certain terms of theOriginal Agreement as set forth herein; and WHEREAS, capitalized terms not defined herein shall have the respectivemeanings set forth in the Original Agreement; NOW, THEREFORE, in consideration of the mutual promises and covenantscontained herein, and intending to be legally bound hereby, the parties heretoagree as follows: Section 1. Section 1 of the Original Agreement is hereby deleted in itsentirety and replaced with the following: “1. Nature of Employment The Company hereby employs Executive, and Executive agrees to acceptsuch employment, as President and Chief Merchandising Officer of the Company.” Section 2. Section 3 of the Original Agreement is hereby amended bydeleting the figure “$190,000” and inserting in lieu thereof “215,000”. Section 3. Section 4 of the Original Agreement is hereby amended bydeleting the words “on the date hereof” and inserting in lieu thereof the words”on December_____________, 2001″. Section 4. Section 14 of the Original Agreement is hereby amended (a) by inserting as the notice information for the Executive thefollowing; “George Bellino c/o Citi Trends, Inc. 102 FAHM ST, SAVANNAH, GA 31401” (b) by inserting as the notice information for the Company thefollowing: “Citi Trends, Inc. c/o Hampshire Equity Partners 520 Madison Avenue, 33rd Floor New York, NY 10022 Attention: Gregory P. Flynn Facsimile No.: 212-750-2970”; and (c) by deleting the name “Olivier L. Trouveroy” and inserting inlieu thereof “Gregory P. Flynn”. Section 5. Exhibit A to the Original Agreement is hereby deleted andreplaced with Exhibit A attached hereto and all references to “Exhibit A” in theAgreement shall hereafter be references to Exhibit A to this Amendment. Section 6. Acknowledgement and Waiver. Executive agrees and acknowledgesthat his reassignment to the position of President and Chief MerchandisingOfficer, as contemplated by this Amendment shall not constitute a Reason fortermination within the meaning of the Agreement and Executive hereby expresslywaives any right he may have to assert that such reassignment constitutes Reasonwithin the meaning of the Agreement. Section 7. Except as expressly provided herein, the Original Agreementshall remain in full force and effect. On or after the effectiveness of thisAmendment, each reference in the Original Agreement to “this Agreement,””hereof,” “hereunder,” “herein” and words of similar import, and each referenceto the Original Agreement in any other agreements, documents or instrumentsexecuted and delivered pursuant to the Original Agreement, shall mean and be areference to the Original Agreement, as amended by this Amendment. Section 8. Choice of Law. THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED,APPLIED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OFGEORGIA. Section 9. Counterparts. This Amendment may be executed in counterparts,each of which shall be deemed an original, but all of which together shallconstitute one and the same instrument. 2 IN WITNESS WHEREOF, the parties hereto have set their hands as of the dayand year first written above. EXECUTIVE: /s/ George Bellino —————————– Name: George BellinoCITI TRENDS, INC. By: /s/ Gregory P. Flynn ————————– Name: Gregory P. Flynn Title: CHAIRMAN 3 Exhibit ABonus Calculation for George BellinoExecutive’s Target Bonus shall be 50% of his annual base salary, as set forth inSection 3(a) of the Agreement,Criteria for achievement of the Target Bonus shall be as follows, to becalculated in accordance with the Performance Matrix set forth below; provided,however, that for fiscal year 2001, 50% ($53,750) of the Executive’s TargetBonus shall be guaranteed and the remaining 50% shall be subject to the Criteriaand Performance Matrix set forth below, applied to the period from August 2001to January 2002, versus the reforecast as of June 13, 2001.