EX-10.1






Exhibit 10.1









February 11, 2009







Mr. Jeffrey A. Jones

200 Coffee Pot Riviera

St. Petersburg, FL 33704




Dear Jeff:



It is with great pleasure that we offer you the opportunity to join Chico’s FAS, Inc. as our
Executive Vice President/Chief Operating Officer. As you are aware, Chico’s is a fast-growing
respected organization within which this position is a key driver of our success. 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 outlines the specifics:



	 	 	 
	Title:
	 	EVP/Chief Operating Officer

	 	 	 

	Reporting to:
	 	President & CEO

	 	 	 

	Base Salary:
	 	$550,000.00 annually

	 	 	 

	Start Date:
	 	TBD

	 	 	 

	Management Bonus Plan:
	 	Target of 80% of base salary earned during the
performance period, which is contingent upon the
achievement of corporate financial objectives. The
terms of the bonus, including eligibility, payouts
and objectives, may be modified from time to time.
You will be provided a bonus guarantee of 25% of
target payable in March 2010.

	 	 	 

	Stock Options:
	 	80,000 non-qualified stock options at Fair Market
value to be issued during the first open window
period for stock acquisition after your date of
hire. These options will vest over a two-year
period, with one-half vesting each year on the
anniversary of the grant date. You will be
eligible for additional equity grants as determined
by management.

	 	 	 

	Restricted Stock:
	 	A one-time grant of 20,000 shares of restricted
stock to be issued during the first open window
period for stock acquisition after the grant date
of hire. These shares will vest over a two-year
period with one-half vesting each year on the
anniversary of the grant date. You will be
eligible for additional equity grants as determined
by management.

	 	 	 

	Time Off:
	 	You will be eligible for 20 days of Paid Time Off
(PTO) for each full year of employment. This is an
accrued benefit that you start to earn on your date
of hire. In addition to the eligible PTO, any
other previously scheduled engagements throughout
the year will be approved by me.







 









 





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	Annual Review:
	 	You will be eligible for the FY10 performance
appraisal process prorated for time in position.

	 	 	 

	Employment Period:
	 	Officer will be employed for a two year period,
with the option to re-new in one year increments
thereafter. Either party may terminate the
employment relationship, for any reason, upon 30
days written notice. Except for the Severance and
Change of Control herein, the Company will have no
further obligation for continued pay or benefits
beyond the 30 day notice period.

	 	 	 

	Change of Control:
	 	In the event of a “Change of Control” resulting in
your voluntary termination for “Good Reason,” you
may be entitled to the benefits as set forth in
Exhibit A to this letter.







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



	 	 	 
	Group Insurance

Plan:
	 	Medical/Dental/Vision

	 	 	 

	 	 	Eligibility Date: Effective your first day of active 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: Effective your first day of active 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 a highly compensated Associate of Chico’s, you will be
immediately eligible to participate in the Chico’s Deferred
Compensation Plan. 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
payable during the current calendar year, and up to 100% of
your bonus.

	 	 	 

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

	 	 	 

	 	 	Eligibility Date: First offering period following one year of
employment.

	 	 	 

	Relocation:
	 	In order to ensure a successful relocation, Chico’s FAS, Inc.
will provide the relocation assistance as detailed in the
attached Tier I Relocation Program. In accordance with this
relocation policy, you will receive a miscellaneous allowance
of $10,000 less applicable taxes.







 









 






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We hope you view this opportunity as a chance to have a positive impact on Chico’s while enjoying a
challenging and rewarding career. This offer is contingent upon the successful completion of
references and background check. Additionally, you represent that you are not a party to any
agreement that would bar or limit the scope of your employment with us. Finally, the offer is
specifically contingent on the approval of the company’s Board of Directors which, while expected,
cannot be guaranteed.



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,







David F. Dyer

President & CEO



 









 







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EXHIBIT A




In the event of your voluntary termination for “Good Reason,” as defined below, within 24 months
following a “Change in Control” (CIC), you will be entitled to the following:




	 	1)	 	An amount equal to one time your base salary;
	 
	 	2)	 	A pro-rata vesting of stock options based on the amount of time worked
through termination date. You may exercise any vested options for one
year after termination or the remaining term of the options, whichever
is less; and
	 
	 	3)	 	Accelerated vesting of restricted shares and you will receive delivery
of the shares within 60 days following such termination of employment.

	 
	 	4)	 	To receive the benefits outlined in paragraphs 1-3, above, you will
need to execute a general release in a form to be provided by the
Company.








“Good
Reason” shall mean:




	 	1)	 	Any material reduction in your then current titles or positions, or a
material reduction in your then current duties or responsibilities; or
	 
	 	2)	 	David F. Dyer is no longer employed as Chief Executive Officer of the Company.





A “Change in Control” shall mean:




	 	A)	 	any “person” or “group” as such terms are used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934 (“Act”) becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Act), directly
or indirectly, of securities of the Company representing thirty-five
percent (35%) or more of the combined voting power of the Company’s
then outstanding securities;
	 
	 	B)	 	during any one-year period, individuals who at the beginning of such
period constitute the Board of Directors, and any new director who is
elected or nominated by the Board by a vote of at least two-thirds of
the directors then still in office who either were directors at the
beginning of the one-year period or whose election or nomination was
previously so approved, cease to constitute at least a majority of the
Board;
	 
	 	C)	 	a merger or consolidation of the Company with any other entity, other
than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than
fifty percent (50%) of the combined voting power of the voting
securities of the surviving entity or its ultimate parent outstanding
immediately after such merger or consolidation; or
	 
	 	D)	 	the sale or disposition of all or substantially all of the Company’s
assets. Provided that a “Change in Control” shall not be deemed to
have occurred unless it is a “change in control” within the meaning of
Section 1.409A-3(i)(5) of the Treasury Regulations.