exv10w1







Exhibit 10.1






11215 Metro Parkway

Fort Myers, Florida 33966

(239) 277-6200




June 8, 2011




Ms. Pamela Knous

2617 Euclid Place

Minneapolis, MN 55408




Dear Pam:



It is with great pleasure that we offer you the opportunity to join Chico’s FAS, Inc. as our
Executive Vice President, Chief Financial Officer. As you are aware, we are 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:




	 	 	 

	Position:

	 	Executive Vice President, Chief Financial Officer
	 
	 	 
	Reports to:

	 	President & CEO
	 
	 	 
	Start Date:

	 	June 23, 2011
	 
	 	 
	Base Salary:

	 	$550,000 annually
	 
	 	 
	Sign On Bonus:

	 	$100,000 payable within 30 days of start date, less applicable taxes (contingent upon
receipt of signed repayment agreement).
	 
	 	 
	Bonus Plan:

	 	Target of 70% 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. All payouts are
based on fiscal year business results, prorated for time in role, and can vary from zero (0)
to a maximum of 175% of your target bonus potential. Bonus is typically paid in March.
	 
	 	 
	 

	 	You will be provided with a bonus guarantee of 100% of target bonus potential without
proration for time in roll for the FY 11 plan year.
	 
	 	 
	Restricted Stock

	 	A one-time grant of 75,000 restricted shares 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.
	 
	 	 
	Equity Awards:
	 	 
	Stock Options

	 	A one-time grant of 25,000 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.












 









 








	 	 	 

	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 FY 11 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/Prescription Drug Program
	 
	 	 
	 

	 	Eligibility Date: Effective your first day of active employment or
at any time that you have any “qualifying event” pursuant to IRS rules.
	 
	 	 
	Life Insurance:

	 	The company provides term insurance equal to IX your base salary as well as 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:

	 	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. You will be able
to roll over existing qualified funds immediately.
	 
	 	 
	 

	 	Eligibility Date: First quarter after 12 months of employment
	 
	 	 
	Deferred Compensation Plan (Optional):

	 	As a highly compensated Associate, you will be immediately eligible to participate in the
Chico’s FAS, Inc.’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:

	 	You will have an opportunity to purchase Chico’s FAS, Inc. stock directly from the company,
two times a year, in March and September offering periods.
	 
	 	 
	 

	 	Eligibility Date: First offering period following one year 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. This program provides an increased level of income protection
should you become disabled. Full details of the program are available from the Benefits group.
	 
	 	 
	 

	 	As a qualifying 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.
	 
	 	 
	 

	 	Eligibility Date: Effective your first day of employment.






Relocation:





	 	•	 	In order to ensure a successful relocation, you will be provided relocation
assistance as detailed in the Tier I Relocation Policy previously provided, and the
benefits will continue for up to 24 months.
	 
	 	•	 	Pursuant to your relocation benefits as stated above, you will be eligible for
company-paid temporary housing, as agreed suitable by both parties, until your home in
Minneapolis sells.




 









 











Page 3





	 	•	 	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 is 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(s) indicated below.




	 	 	 

	Sincerely,

	 	
	

	 	Contact Information
	/s/ David F. Dyer 



	 	Please call me for questions.
	David F. Dyer

	 	Sara Stensrud
	President & CEO

	 	(239) 274-4395






Please return signed copy

I accept the terms and conditions of the offer as outlined above:




	 	 	 	 	 
	/s/ Pamela Knous
 	 	 
	Pamela Knous