EX-10.1 Employment letter agreement



 





Exhibit 10.1









October 8, 2007




VIA FEDERAL EXPRESS




Mr. Kent Kleeberger

616 South Atlantic Avenue

Virginia Beach, VA 23451




Dear Kent:



Chico’s is very pleased to offer you the opportunity to join our organization. We believe
that you can make a tremendous impact on our organization and look forward to the chance to
work with you. As one of the top specialty retailers we offer tremendous opportunity for
personal and professional growth. Please let this letter serve as an offer to join Chico’s
FAS, Inc. and your acceptance of that offer. The following will outline the specifics:




	 	 	 
	Title:

	 	EVP/Chief Financial Officer & Treasurer
	 
	 	 
	Reporting to:

	 	Chief Executive Officer
	 
	 	 
	Base Salary:

	 	$550,000.00 annually
	 
	 	 
	Start Date:

	 	November 1, 2007
	 
	 	 
	Incentive Bonus:

	 	Range: 0% -140% of base salary earned during the
semi-annual bonus period, which is contingent upon the
achievement of corporate targets; paid semi-annually
(generally in September and March). Incentive bonus is
guaranteed at 60% of base salary earned during the fall
season 2007 bonus period and guaranteed at 60% of base
salary earned during the spring 2008 bonus period. Our
two semi-annual bonus periods are February thru July and
August thru January.
	 
	 	 
	Sign on Bonus:

	 	$200,000.00, less applicable taxes to be paid to you
within 30 days of reporting to work at Chico’s. You agree
to repay this entire amount within 60 days if you
voluntarily leave Chico’s within 12 months of your start
date.
	 
	 	 
	Stock Options:

	 	A one-time grant of 40,000 non-qualified stock options at
Fair Market Value granted on the first day of the open
window period immediately following your date of hire
(December 7, 2007). These options will vest over a
three-year period with one-third vesting each year. You
will be eligible for additional grants in March.





Chico’s Fas, Inc. • 11215 Metro Parkway • Fort Myers, Florida 33966 • (239) 277-6200

 









 






	 	 	 
	Restricted Stock:

	 	A one-time grant of 25,000 shares of restricted stock granted on the
first day of the open window period immediately following your date
of hire (December 7, 2007). These shares will vest over a three-year
period with one-third vesting each year. You will be eligible for
additional grants in March.
	 
	 	 
	Severance:

	 	If we terminate your employment without cause, we will continue to
pay you your base salary for a period of twelve months following the
date of termination. In general terms, cause shall mean any action or
inaction by you that causes the company substantial harm.
	 
	 	 
	Time Off:

	 	You will eligible for 5 days of PTO for 2007 and 20 PTO days per
calendar year starting in 2008.
	 
	 	 
	Annual Review:

	 	Merit reviews and equity grants for officers are considered at the end
of the fiscal year, and issued in March of each year.





You will also be eligible to participate in Chico’s FAS, Inc. comprehensive benefits program
outlined below:




	 	 	 
	Group Insurance Plan:

	 	Medical/Dental/Vision

Chico’s will reimburse you for COBRA premiums on medical insurance,
if applicable, until you are eligible for the Chico’s medical
insurance. If you elect not to enroll in the Chico’s program when
eligible, reimbursement for COBRA payments will cease.
	 
	 	 
	 

	 	Eligibility Date: first day of the month after 60 days of employment
	 
	 	 
	Life Insurance:

	 	Chico’s provides term insurance equal to 1x your base salary; in
addition Chico’s provides accidental death and dismemberment
insurance equal to 1x your base salary. Supplemental
insurance is available for purchase.
	 
	 	 
	 

	 	Eligibility Date: first day of the month after 60 days of employment
	 
	 	 
	401(k) Plan:

	 	Eligible deferral of 1-100% of your compensation (subject to an IRS
maximum), with a match of 50% of the first 6% of compensation you
defer. You will be able to roll over existing qualified funds
immediately.
	 
	 	 
	 

	 	Eligibility Date: first quarter after 12 months of employment
	 
	 	 
	Deferred Compensation Plan:

	 	As an officer of Chico’s, you will be immediately eligible to
participate in the Chico’s Deferred Compensation Plan for the
remainder of calendar year 2007. You will have the opportunity to
defer pre-tax compensation (less applicable FICA/Medicare tax
withholding). You may defer up to 80% of your base salary and up to
100% of your semi-annual bonus.






 









 






	 	 	 
	Stock Purchase Plan:

	 	Opportunity to purchase Chico’s stock directly from
the company, two times a year, in March and
September.
	 
	 	 
	 

	 	Eligibility Date: March 2009
	 
	 	 
	Relocation:

	 	In order to ensure a successful relocation, Chico’s
FAS, Inc. will provide the relocation assistance
outlined in the attached Chico’s Tier I Relocation
Program.





In addition to your CFO & Treasurer responsibilities, the Strategic Planning for FY09 and Financial
Planning & Analysis responsibilities can be assumed immediately. Additional operations
responsibility will be reviewed and considered within your first year, based upon your performance.



Please indicate your acceptance of our offer by signing below and returning to my attention by a
confidential fax at 239-274-4284. By signing this letter you warrant that you are not a party to
any agreement that would bar or limit the scope of your employment with Chico’s FAS, Inc.



Kent, we are looking forward to having you on our Chico’s team. Let me be the first to welcome you
aboard! We are sure you will find it a challenging and rewarding experience.



If you have any questions, please feel free to call me at 239-274-4145.




Regards,






Scott A. Edmonds,

President

Chief Executive Officer




	 	 	 
	Accepted by:

	 	 
	 
	 	 
		 	10-17-07      
	 

Kent Kleeberger
	 	 Date