exv10w1






     Exhibit 10.1



April 21, 2010




Ms. Laurie Van Brunt

6235 Shady Oaks Drive

Frisco, TX 75034




Dear Laurie:



It is with great pleasure that we offer you the opportunity to join Chico’s FAS, Inc. as our Brand
President for Soma. As you are aware, Chico’s FAS, Inc. 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 will outline
the specifics:




	 	 	 

	Title:

	 	Brand President-Soma
	 
	 	 
	Reporting to:

	 	President & CEO
	 
	 	 
	Base Salary:

	 	$500,000.00 annually
	 
	 	 
	Start Date:

	 	TBD
	 
	 	 
	Management Bonus:

	 	Range: 0% — 131.25% of base salary earned during the
annual bonus period, contingent upon the achievement of
corporate financial targets, which include brand sales,
brand contribution, RONA, and EPS, paid annually
(generally in March). Incentive bonus is guaranteed at
37.5% of base salary (representing 50% of the bonus
target, which is 75% of base) earned during the first
fiscal year.
	 
	 	 
	Sign on Bonus:

	 	$50,000.00 less applicable taxes to be paid to you
within 30 days of reporting to work at Chico’s FAS, Inc.
You agree to repay this entire amount within 6o days if
you voluntarily leave Chico’s FAS, Inc. within 12 months
of your start date.
	 
	 	 
	Stock Options:

	 	30,000 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 three-year period with one-third
vesting each year on the anniversary of the grant date.
You will be eligible for additional grants as determined
by management.
	 
	 	 
	 

	 	Stock options vest on the following schedule:
	 

	 	33.3% as of 1st anniversary of grant date
	 

	 	33.3% as of 2nd anniversary of grant date
	 

	 	33.3% as of 3rd anniversary of grant date






 









 






	 	 	 

	Restricted Stock:

	 	A one-time grant of 10,000 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 three-year period with one-third vesting each year on the
anniversary of the grant date (see Stock Options vesting
schedule). You will be eligible for additional grants as
determined by management.
	 
	 	 
	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. Details regarding the
Severance Plan are specified in the Summary Plan
Description included in your benefits package.
	 
	 	 
	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:

	 	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 comprehensive benefits program outlined below:
	 
	 	 
	Group Insurance
Plan:

	 	Medical/Dental/Vision
	 
	 	 
	 

	 	Eligibility Date: Effective your first day of active
employment.
	 
	 	 
	Life Insurance:

	 	Chico’s FAS, Inc. provides
term insurance equal to IX your
base salary; in addition Chico’s FAS provides accidental
death and dismemberment insurance equal to IX 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 an officer, you will be immediately eligible to
participate in our 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. If you have any questions
on the Deferred Compensation Plan, please contact
Karen Carlisle at (239) 938-8584.
	 
	 	 
	Stock Purchase Plan:

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






 









 






	 	 	 

	 

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

	 	Disability Income Protection 
	 
	 

	 	
As a qualifying executive, you will be eligible for our
Supplemental Disability Insurance program. This program provides
an increased level of income protection should you become
disabled. Full details of the program are available from the
benefits group.
	 
	 	 
	 

	 	Eligibility Date: Effective on your first day of active
employment.
	 
	 	 
	 

	 	Executive Physical


	 
	 

	 	
As an executive, you are eligible to have one company-paid
physical per year at a participating Mayo Clinic location as part
of our Health and Wellness Benefits.
	 
	 	 
	Relocation:

	 	In order to ensure a successful relocation, Chico’s FAS, Inc.
will provide the relocation assistance outlined in the
attached Tier I Relocation Program. In accordance with this
relocation policy, you will receive a miscellaneous allowance
of $10,000.00, less applicable taxes.
	 
	 	 
	Relocation
Educational
Assistance:

	 	You will be eligible to participate in the Relocation
Educational Program, which provides educational assistance of
$5,000.00 (less applicable withholding taxes and a taxable
benefit) per eligible child to attend private school (K-12)
for the first school year of employment. A private school is
defined as any school that doesn’t fall under the public
school system. This is a one time benefit per child.





We hope you view this opportunity as a chance to have a positive impact on Chico’s
FAS, Inc. 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 Chico’s FAS, Inc. 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 a 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 me.




Regards,




David F. Dyer

President & CEO