EX-10.2



Exhibit
10.2






AMENDMENT NO. 1

TO

EMPLOYMENT AGREEMENT





     THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT is made and entered into this 18 day of
December, 2008, by and between CHICO’S FAS, INC., a Florida corporation (the “Company”), and
CHARLES L. NESBIT, JR. (the “Employee”).



WITNESSETH:




     WHEREAS, the parties hereto have entered into that certain Employment Agreement dated August
4, 2004, by and between the Company and the Employee (the “Employment Agreement”); and



     WHEREAS, the Company and the Employee have agreed to amend the terms of the Employment
Agreement in certain respects as set forth in this Amendment No. 1 to Employment Agreement (the
“Amendment”), to comply with Section 409A of the Internal Revenue Code of 1986, as amended.



     NOW, THEREFORE, effective January 1, 2005, it is agreed as follows:




	1.	 	COMPENSATION





     Section 3(b) is amended to add a sentence to the end thereto which shall read as
follows:



     All bonus payments under this paragraph shall be made in a lump sum, paid within sixty (60)
days of the end of the Company’s fiscal year.



2. DISABILITY




     Section 7(b)(ii) of the Employment Agreement is amended to add the following sentence to the
end thereto which shall read as follows:




Notwithstanding the preceding to the contrary, effective January 1, 2005, the terms
“disability” and “Permanent Disability” shall mean “disabled” as defined in Section
409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the “Code”).



3. DELAYED PAYMENT OF BENEFITS




     Sections 7(b)(ii), 8(c) and 8(d) of the Employment Agreement are amended to add the following
to the end of each such section, which shall read as follows:



 









 






Notwithstanding the above to the contrary, in the event the Employee is a “specified
employee” (as such term is defined in Section 409A(a)(2)(B)(i) of the Code), any
payment due and payable to the Employee hereunder as a result of the Employee’s
severance from service with the Employer shall not be made before the date which is
six (6) months after such severance from service.




	4.	 	409A COMPLIANCE






A new Section 20 of the Employment Agreement is added which shall read as follows:




Section 20. 409A Compliance. Notwithstanding any Employment Agreement
provisions to the contrary and, to the extent applicable, the Employment Agreement
shall be interpreted, construed, and administered (including with respect to any
amendment, modification, or termination of the Employment Agreement) in such a
manner so as to comply with the provisions of Code Section 409A and any related
Internal Revenue Service guidance promulgated thereunder.




	5.	 	MISCELLANEOUS





     Except to the extent specifically modified, added or deleted by this Amendment No. 2, the
terms and provisions of the Employment Agreement shall otherwise remain in full force and effect.



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment the day and year first
above written.



	 	 	 	 	 
	 	CHICO’S FAS INC.

 	 
	 	By:  	/s/ Scott A. Edmonds
 	 
	 
	 	 	“Company”  	 
	 	 	 	 
	 	 	 
	 	/s/ Charles L. Nesbit, Jr.
 	 
	 	CHARLES L. NESBIT, JR. 	 
	 
	 	“Employee”