Exhibit






Exhibit 10.1

September 27, 2016 
 

Ms. Diane Ellis
xxxx xxxxxxxxxxxx
xxxxxx, xxxxx xxxxx


Dear Diane: 
 
It is with great pleasure that we offer you the opportunity to join Chico’s FAS, Inc. as our Brand President, Chico’s. As you are aware, we are a 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 will outline the specifics: 
 
Position:              Brand President, Chico’s
 
Reports to:           Shelley Broader, President and CEO 

Start Date:         To be determined


Base Salary:      $800,000.00 annually
Sign On Bonus: 
$500,000 payable within 30 days of start date, less applicable taxes (contingent upon receipt of signed repayment agreement).
Bonus Plan: 
Target of 80% of base salary earned during the FY16 performance period, which is contingent upon the achievement of corporate financial objectives. The terms of the bonus, including eligibility, payouts and objectives are subject to the Bonus Plan and may be modified from time to time. All payouts are based on fiscal year business results, prorated from date of hire, and can vary from zero (0) to a maximum of 175% of your target bonus potential or 140% of base salary earned. Bonus is typically paid in March.
Restricted Stock:   
You will be awarded a one-time, new hire grant targeted at $300,000 in value in the form of Restricted Stock.  This will be issued following your date of hire. These shares will vest over a three-year period with one-third vesting each year on the anniversary of the grant date. The final number of shares delivered is subject the stock price on date of grant.  
In the future, you will be eligible for annual equity grants beginning in March, 2017, subject to Board approval, targeted at $900,000 in value, delivered in the form of Restricted Stock and Performance Share Units.  The Restricted Stock shares will vest over a three-year period.  The Performance Share Units will also vest over a three-year period, contingent upon the achievement of corporate financial objectives and could range from zero (0) to a maximum of 150% of target award.












Diane Ellis
Page 2




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. 
 
Annual Review: 
You will be eligible for the FY16 performance appraisal process. 
 
You will also be eligible to participate in Chico’s FAS, Inc. comprehensive benefits program outlined below: 
 
Group Insurance Program: 
Medical/Dental/Vision Plans 
Eligibility Date: Effective your first day of active employment 
 
Life Insurance: 
The company provides term insurance equal to 1X your base salary as well as 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 
 
Short and Long Term Disability: 
The company provides short and long term disability benefits. 
Eligibility Date: Effective your first day of active employment 
 
401(k) Plan: 
You may participate with an 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. Your 401(k) contributions may be subject to additional limitations under federal regulations.  You will be able to roll over existing qualified funds immediately.   
Eligibility Date: Effective after 12 months of employment
Deferred Compensation:   
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 for the applicable fiscal year.
Employee Stock Purchase Plan: 
You will have an opportunity to purchase Chico’s FAS, Inc. stock directly from the company, two times a year, during the March and September offering periods. 
Eligibility Date: First offering period following 6 months of employment
Executive Benefits 
Disability Income Protection:                                                                                     
As a qualifying executive, you will be eligible for Chico’s FAS, Inc.’s Supplemental Disability Insurance program after 90 days of employment. This program provides an increased level of income protection should you become totally disabled. Full details of the program are available from the Benefits Department.











Diane Ellis
Page 3
Annual Physical:                                                                                                        
As a qualifying executive, you are eligible to have one company paid physical per year at the Mayo Clinic as part of our Health and Wellness program.


Executive Severance Plan:                                                                                                        
As a qualifying executive, you are eligible for severance benefits pursuant to the Chico’s FAS, Inc. Officer Severance Plan.
Relocation Benefits:    
In order to ensure a successful relocation, you will be provided 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.  
We hope you view this opportunity as a chance to have a positive impact while enjoying a challenging and rewarding career. Nonetheless, please understand that Chico’s FAS, Inc. is an at-will employer. That means that either you or the company are free to end the employment relationship at any time, with or without notice or cause. By accepting our offer of employment, you acknowledge the at-will nature of our relationship. 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. 
 
We are looking forward to having you on our 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 contact us at the number indicated below. 
 
Sincerely, 
 
 /s/ Shelley Broader 
 
Shelley Broader 
President and CEO 
  
 
Contact Information 
 
For questions, please call: 
Kristin Oliver 
Executive Vice President
Chief Human Resources Officer
239-346-xxxx or xxxxxxxx    




 
I accept the terms and conditions of the offer as outlined above: 
 
Please return signed copy 
 
/s/ Diane Ellis (10/3/2016)
Diane Ellis