Ex-10.1 Richard D. Sarmiento Letter Agreement



 





EXHIBIT 10.1




August 17, 2004




Mr. Richard D. Sarmiento

14510 Jonathan Harbor Drive

Fort Myers, FL 33908




Dear Rick:



This letter agreement will confirm our understanding and agreement with respect
to your employment by and relationship with Chico’s FAS, Inc. (“Chico’s”) from
and after September 6, 2004.



Your Employment Agreement dated as of September 5, 2003 (the “2003 Employment
Agreement”) will terminate on September 6, 2004, and will be superceded by this
letter agreement, except as otherwise set forth herein. Your signing of this
letter agreement shall constitute a resignation by you from all officer and
director positions with Chico’s and with The White House, Inc., all effective
as of September 6, 2004. You will continue to receive your compensation and
benefits under the 2003 Employment Agreement through September 6, 2004, and
shall be entitled to earn and receive your management incentive bonus for the
first six months of Chico’s 2004 fiscal year in accordance with the terms of
Chico’s management incentive bonus plan. Otherwise, you will be entitled to no
additional compensation under and pursuant to the 2003 Employment Agreement.
Notwithstanding such termination of the 2003 Employment Agreement and except as
modified herein, the provisions of Sections 9, 10, 11 and 12 of the 2003
Employment Agreement will continue in full force and effect while you remain
employed under this letter agreement and any post employment period applicable
under these particular Sections will not be measured from September 6, 2004,
but rather will be measured from any date of termination of your employment
under this letter agreement.



Chico’s agrees that the restrictions of Section 9 of the 2003 Employment
Agreement do not apply to your ideas, methods, plans, developments, or
improvements not generated or used in furtherance of our business. In all other
respects, the provisions of Section 9 remain in full force and effect.



Chico’s further agrees to the following changes to Section 11 of the 2003
Employment Agreement:





	 	•	 	The period of noncompetition and nonsolicitation is changed to
one (1) year from the termination of this letter agreement; and
	 
	 	•	 	Any of your efforts on behalf of the operations of The Palm
Jewelers or Quiet Storm stores as each is currently constituted in
the United States Virgin Islands shall not be deemed a violation of
Section 11 of the 2003 Employment Agreement.





 









 





Mr. Richard D. Sarmiento

Page Two

August 17, 2004



Your employment under this letter agreement will commence on September 6, 2004,
and will be on an “at will” basis, with either of us being able to terminate
the arrangement upon thirty days prior notice at any time. As compensation for
your services under this letter agreement, Chico’s will pay you $5,000 per
month, payable on our bi-weekly payroll cycle and, during such time as you
continue to be employed hereunder, Chico’s will continue to allow you to
participate under and receive benefits pursuant to Chico’s medical, dental and
vision plans as they are in effect from time to time, on the same participation
basis as other Chico’s associates participate. During such time as this
employment continues, you will make yourself available to provide such advice
and assistance as Chico’s may from time to time reasonably request in order to
effectuate a smooth transition of management associated with your change in
duties and responsibilities. During such time as this employment continues,
Chico’s shall have the right to control and direct the performance of your
services not only as to the results to be accomplished by you but also as to
the detail and means by which such results are accomplished by you. We both
acknowledge that, among other matters, your services as an employee are being
continued because of your past involvement with and knowledge concerning White
House | Black Market.



We anticipate that the services to be rendered by you under this letter
agreement will be performed away from our Fort Myers offices, with
communications provided principally by way of telephone; however, you are
certainly welcome to perform any such services at our offices and you agree to
provide such services at our offices if expressly requested to do so by one of
our senior executives.



Kindly indicate your agreement to the above by signing and returning to us the
duplicate copy of this letter.




	 	 	 
	

	 	Sincerely,


	

	 	CHICO’S FAS, INC.


	

	 	/s/ Scott A. Edmonds


	

	 	Scott A. Edmonds

President

Chief Executive Officer







SAE:rm




Agreed to and accepted as of

the 17 day of August, 2004.



/s/ Richard D. Sarmiento




Richard D. Sarmiento