EX-10.16






Exhibit 10.16









January 29, 2009




Ms. Cynthia Murray

2407 Stanmore Drive

Houston, TX 77019




Dear Cynthia:



It is with great pleasure that we offer you the opportunity to join Chico’s FAS, Inc. as our Brand
President for Chico’s. 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:

	 	Brand President – Chico’s
	 
	 	 
	Reporting to:

	 	President & CEO
	 
	 	 
	Base Salary:

	 	$600,000.00 annually
	 
	 	 
	Start Date:

	 	TBD
	 
	 	 
	Sign On:

	 	$100,000.00, payable within 30 days of start date,
less applicable taxes (contingent upon receipt of
signed repayment agreement).
	 
	 	 
	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 50% of
target payable in March 2010.
	 
	 	 
	Stock Options:

	 	100,000 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 3-year
period, with one-third 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 30,000 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. You will be
eligible for additional equity grants as determined
by management.
	 
	 	 
	Severance:

	 	Per the terms of the Chico’s Fas, Inc. Executive
Severance Plan, if we terminate your employment
without cause, you shall receive an amount equal to
twelve months of your annual base salary. (Please
refer to attached Summary Plan Document.)






 









 




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	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 FY10 performance
appraisal process prorated for time in position.





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. Nonetheless, please understand that Chico’s FAS, Inc. is an
at-will employer. That means that either you or Chico’s 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. 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