EX-10.2






Exhibit 10.2




January 7, 2009




Mr. David F. Dyer

300 Beach Drive N.E.

Apt. 2801

St. Petersburg, FL 33701



Dear Dave:



Please let this letter serve as an offer to join Chico’s FAS, Inc (the “Company” or “Chico’s”).
Your signature where indicated will signify your acceptance of that offer. The following will
outline the specifics:




	 	 	 
	Title:

	 	President and Chief Executive Officer
	 
	 	 
	Reporting to:

	 	The Board of Directors
	 
	 	 
	Base Salary:

	 	$950,000.00 annually
	 
	 	 
	Start Date:

	 	January 7, 2009
	 
	 	 
	Incentive Bonus:

	 	Range: 0-175% of base salary earned during the
annual bonus period, which is contingent upon the
achievement of certain performance measures and goals
consistent with goals for other Chico’s executives such
as Earnings Per Share, Comparable Store Sales, Return On
Invested Capital that are set at or near the beginning of
each year by the Company’s Compensation and Benefits
Committee (the “Plan”). The Target Bonus is 100% of base
salary; threshold is 25%. Company performance below
levels established, however, will result in no bonus
payout. Achievement of results beyond the Plan level
may pay up to 175% of base salary actually earned during
the year. Payouts normally occur at or around the time
of our earnings release in early March. The terms of the
bonus, including eligibility, payouts and objectives, may
be modified from time to time.
	 
	 	 
	Stock Options:

	 	A one-time grant of 600,000 non-qualified stock
options with a grant date consistent with the Company’s
procedures for equity grants and a grant price as
follows:






 









 






	 	•	 	200,000 options with an exercise price equal to the
closing price of the Company’s stock on the grant date,
	 
	 	•	 	200,000 options with an exercise price equal to 125%
of the closing price of the Company’s stock on the grant
date, and
	 
	 	•	 	200,000 with an exercise price equal to 150% of the
closing price of the Company’s stock on the grant date.





	 	 	 
	 

	 	These options will vest over a 3-year period with one-third of each
tranche vesting each year on the anniversary of the grant date and
have a seven-year term. These options are intended to be a multi-year
grant. Therefore, unless the Board of Directors determines otherwise,
no additional options will be granted for 3 years. Details of your
option award will be set forth in a separate grant certificate.
	 
	 	 
	Performance Shares:

	 	The opportunity to earn shares of the Company’s common
stock, contingent upon the achievement of certain
performance measures and goals over a three-year
period (2009-2011) as determined by the Company’s
Compensation and Benefits Committee. The Target
number of shares is 300,000 with a range of 0-133% of
Target depending on the level of the achievement of
the performance measures and goals over the stated
period. Details of your performance share award will
be set forth in a separate grant certificate.
	 
	 	 
	Severance and Change of Control:

	 	If you are involuntarily terminated without “Cause,”
or in the event of a “Change of Control” resulting in
your voluntary termination with “Good Reason,” you may
be entitled to the severance benefits set forth in
Exhibit A to this letter. Eligibility and key terms
are defined in Exhibit A. As a condition to receive
the benefits listed in Exhibit A, you agree to execute
the Company’s Form of Waiver and Release substantially
in the form of the agreement attached as Exhibit B to
this letter, Both parties acknowledge the inclusion of
Restrictive Covenants, including a non-competition
covenant and a non-raiding covenant, in Exhibit B.
	 
	 	 
	Death/Disability:

	 	In the event of your death or permanent disability,
you will be entitled to the benefits set forth in
Exhibit A to this letter. “Permanent






 









 






	 	 	 
	 

	 	Disability” shall mean “disabled” as defined in Section 409A(a)(2)(C)
of the Internal Revenue Code of 1986, as amended (the “Code”).
	 
	 	 
	Restrictive Covenants:

	 	In the event you violate any applicable restrictive covenant as set forth in
Exhibit B to this letter, you agree to the immediate forfeiture of any unvested equity grants
and the cancellation of all outstanding option grants. You also agree that any gains on option
exercises within 6 months of the violation of the restrictive covenant are subject to
claw-back. Forfeiture of equity grants and option gains may also apply in the event grounds
for a “cause” termination are uncovered during the severance period.
	 
	 	 
	409A Compliance:

	 	Notwithstanding any provisions of this letter to the contrary and, to the extent
applicable, this letter shall be interpreted, construed, and administered (including with
respect to any amendment, modification, or termination of the letter), in such a manner so as
to comply with the provisions of Code Section 409A and any related Internal Revenue Service
guidance promulgated thereunder. In addition, for purposes of this letter, each amount to be
paid or benefit to be provided to you pursuant to the letter, which constitutes deferred
compensation subject to Code Section 409A, shall be construed as a separate identified payment
for purposes of Code Section 409A.
	 
	 	 
	Delayed Payment:

	 	Notwithstanding anything in this letter to the contrary, in the event the you are
a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) of the Code), to
the extent required in order to avoid accelerated taxation and/or tax penalties under Section
409A of the Code, any payment due and payable to the you hereunder as a result of your
severance from service with the Company shall not be made before the date which is six (6)
months after such severance from service.





You will also be eligible to participate in Chico’s FAS, Inc. comprehensive benefits program
outlined below:




	 	 	 
	Group Insurance Plan:

	 	Medical/Dental/Vision
	 
	 	 
	 

	 	Notwithstanding anything in this letter to the contrary and regardless
of the reason for your termination from the Company, you will eligible
to receive continued health insurance benefits post-termination until
you reach the age of 67; provided that you pay both the employee and






 









 






	 	 	 
	 

	 	employer portion of premium post-termination, and provided further
that (i) benefits will be discontinued if and when you receive similar
benefits from another employer, and (ii) Chico’s will not be obligated
to provide health benefits to you if it no longer maintains a group
health plan.
	 
	 	 
	 

	 	Eligibility Date:
Effective the first day of your 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 the first day of your 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
have the opportunity to participate in the Chico’s
Deferred Compensation Plan and to defer pre-tax
compensation (less applicable FICA/Medicare tax
withholding). You may defer up to 80% of your base
salary payable during 2009, and up to 100% of your
bonus paid for 2009, payable in March 2010 in
accordance with the terms of the plan.
	 
	 	 
	 

	 	Eligibility Date: Immediately upon hiring.
	 
	 	 
	Stock Purchase Plan:

	 	To the extent made available to other officers of
Chico’s, the opportunity to purchase Chico’s stock
directly from the Company for a discount, two times a
year, in March and September.
	 
	 	 
	 

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





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, meaning that either you or Chico’s (subject to severance benefits outlined in
Exhibit A) are free to end the employment relationship at any time, with or without notice or
cause.




 









 







Please indicate your acceptance of our offer by signing below and returning to my attention. By
signing this letter you warrant your acknowledgement the at-will nature of our relationship, and
that you are not a party to any agreement that would bar or limit the scope of your employment with
Chico’s.



Dave, 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 your convenience.




Very truly yours,




/s/ Ross Roeder




Ross Roeder

Chico’s FAS, Inc.




Accepted by:




	 	 	 
	/s/ David F. Dyer

	 	January 7, 2009
	 

	 	 
	David F. Dyer

	 	Date






 









 





EXHIBIT A



In the event of your involuntary termination without Cause, as defined below, other than a
termination within 24 months following a Change in Control (defined below), you will be entitled to
the following:





	 	1)	 	If termination occurs within the first year of employment, payments equal to
two (2) times the sum of base salary and target bonus, payable in monthly installments
over two years. Payments will commence on the thirty-fifth (35th) day
following your termination of employment, provided that (i) you have executed the
waiver and release agreement, and (ii) the required revocation period has expired.
	 
	 	2)	 	If termination occurs after the first year of employment, payments equal to the
sum of base salary and target bonus, payable in monthly installments over one year.
Payments will commence on the thirty-fifth (35th) day following your
termination of employment, provided that (i) you have executed the waiver and release
agreement, and (ii) the required revocation period has expired.
	 
	 	3)	 	A pro-rated bonus for the applicable bonus period based on actual company
performance that would otherwise have been payable to you. Payments will be made after
year-end results are measured, but in no event later than two and one-half months after
the end of the year.
	 
	 	4)	 	A pro-rata vesting of stock options based on the amount of time worked through
termination date. You may exercise any vested options for three years after termination
or the remaining term of the options, whichever is less.
	 
	 	5)	 	A pro-rata number of Performance Shares based on the shares that would have
been earned at end of original performance period, pro-rated based on time worked
through termination date. These shares will be paid as soon as possible after the end
of the original performance period, but in no event later than two and one-half months
after the end of such performance period.
	 
	 	6)	 	Continued health insurance coverage until age 67 provided that you pay both the
employee and employer portion of premium post-termination, and provided further that
(i) benefits will be discontinued if an when you receive similar benefits from another
employer, and (ii) Chico’s will not be obligated to provide health benefits to you if
it no longer maintains a group health plan; all other benefits continued for one year
post-termination.




 









 






	 	7)	 	All severance benefits are specifically conditioned on the Company receiving a
signed waiver and release agreement from you as well as your continued compliance with
the restrictive covenants.




“Cause” shall mean the occurrence of any of the following:





	 	1)	 	Your conviction of, or entering a plea of no contest to, any felony;
	 
	 	2)	 	Your conviction of, or entering a plea of no contest to, any crime related to
your employment by the Company, but specifically excluding traffic offenses;
	 
	 	3)	 	Your continued willful neglect of, refusal to perform, or gross negligence
concerning, your duties, or engaging in willful misconduct in the performance of your
duties, which has a material adverse affect on the Company;
	 
	 	4)	 	Your willful failure to take actions that are permitted by law and necessary to
implement policies of the Company’s Board of Directors which the Board of Directors has
communicated to you in writing, provided that minutes of a Board of Directors meeting
that are provided to or made available to you shall be deemed communicated to you;
	 
	 	5)	 	Your material breach of the terms of the attached letter agreement; or,
	 
	 	6)	 	Drug or alcohol abuse by you, but only to the extent that such abuse has an
obvious and material adverse affect on the Company or on the performance of your duties
and responsibilities under this Agreement.




provided; however, that Cause shall not be found in any of the circumstances set
forth above (other than in subparagraph (1), or (2) above or where the basis for the Cause
determination is incapable of being cured) unless the relevant act or failure to act is not cured
by you within ten (10) business days after the Company gives you written notice setting out a clear
description of the circumstances alleged by the Company to constitute Cause hereunder.



In the event of your involuntary termination without Cause, or your voluntary termination with
“Good Reason,” as defined below, in either case within 24 months following a Change in Control
(CIC), you will be entitled to the following:





	 	1)	 	An amount equal to two (2) times the sum of base salary and target bonus,
payable in a lump sum. Payments will be made on the thirty-fifth (35th) day
following your




 









 






	 	 	 	termination of employment, provided that (i) you have executed the waiver and release
agreement, and (ii) the required revocation period has expired.
	 	2)	 	A pro-rata vesting of stock options based on the amount of time worked through
termination date. You may exercise any vested options for three years after termination
or the remaining term of the options, whichever is less.
	 
	 	3)	 	Performance Shares — Upon a CIC, any unvested performance shares will be
converted, without pro-ration, to time vested restricted stock units, with the number
of restricted stock units based upon performance to the date of the CIC. In the event
of your involuntary termination without “Cause” or your termination with “Good Reason,”
as defined below, in either case within 24 months following the CIC, vesting of these
restricted stock units will be accelerated and you will receive delivery of the shares
within 60 days following such termination of employment.




“Good Reason” shall mean, without your express written consent, the occurrence of the following
events, unless such events are corrected in all material respects by the Company within 30 days of
your written notification to us that you intend to terminate your employment for “Good Reason and
provided that you gave the Company notice within 90 days of the initial existence of such
conditions:”





	 	1)	 	Any material reduction in your then current titles or positions, or a material
reduction in your then current duties or responsibilities; or
	 
	 	2)	 	Your failure to be re-elected or re-appointed to the Company’s Board of
Directors.




In the event of your death or “Permanent Disability”, as defined in Section 409A(a)(2)(C) of the
Internal Revenue Code of 1986, as amended (the “Code”), You or your beneficiaries will be entitled
to the following:





	 	1)	 	All accrued but unpaid compensation.
	 
	 	2)	 	A pro-rata vesting of stock options based on the amount of time worked through
your last date of employment. You or your beneficiaries may exercise any vested options
for one year after your death or Permanent Disability or the remaining term of the
options, whichever is less.
	 
	 	3)	 	Continued health insurance coverage until age 67 (or, in the case of death,
until executive would have reached age 67) as set forth in the Letter; such benefits to
be mitigated by similar benefits provided by new employer; all other benefits continued
for one year post-termination.




 









 










A “Change in Control” shall mean:





	 	A)	 	any “person” or “group” as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 (“Act”) becomes the “beneficial owner” (as defined in Rule
13d-3 under the Act), directly or indirectly, of securities of the Company representing
thirty-five percent (35%) or more of the combined voting power of the Company’s then
outstanding securities;
	 
	 	B)	 	during any one-year period, individuals who at the beginning of such period constitute
the Board of Directors, and any new director who is elected or nominated by the Board by a
vote of at least two-thirds of the directors then still in office who either were directors
at the beginning of the one-year period or whose election or nomination was previously so
approved, cease to constitute at least a majority of the Board;
	 
	 	C)	 	a merger or consolidation of the Company with any other entity, other than a merger or
consolidation which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than fifty percent
(50%) of the combined voting power of the voting securities of the surviving entity or its
ultimate parent outstanding immediately after such merger or consolidation; or
	 
	 	D)	 	the sale or disposition of all or substantially all of the Company’s assets.




Provided that a “Change in Control” shall not be deemed to have occurred unless it is a “change in
control” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations.




 









 








EXHIBIT B




Confidential Executive Separation Agreement And Release




     This Confidential Executive Separation Agreement and Release (“Agreement”) is
entered into between Chico’s FAS, Inc., its subsidiaries and affiliates, including but not limited
to Chico’s Retail Services, Inc., White House | Black Market, Inc., Chico’s Distribution Services,
LLC, SOMA by Chico’s, LLC and FitAppCo, LLC (collectively referred to in this Agreement as the
“Company”) and ___(“Executive”).



     Executive’s employment by Company as its ___has been terminated effective
___(“Termination Date”). Company and Executive wish to provide for the payment of
severance pay to Executive and the final settlement of all claims that Executive may have against
Company and any of the other Released Parties named in this Agreement, including but not limited to
claims arising out of his employment by Company and claims alleging an ownership interest in
Company. Therefore, Company and Executive agree as follows:



1. Termination of Employment




     Executive acknowledges that his employment by Company has been terminated effective at the
close of business on the Termination Date. He acknowledges that he has received all of his accrued
salary and vacation pay up to and including that date. He shall not receive or accrue any salary
or benefits after that date.



2. Severance Payments




     Company shall pay Executive severance payments and benefits in the amount and manner outlined
in the Letter Agreement dated January 7, 2009.



3. General Release




     In exchange for the payments described in paragraph 2 above, Executive, on behalf of himself,
his heirs, executors, administrators, successors and assigns, releases and waives any claims,
charges, complaints, liabilities, obligations, promises, agreements, causes of action, rights,
costs, losses, debts and expenses of any nature whatsoever, known or unknown, of any kind that he
or his heirs, executors, administrators, successors and assigns had, now have or hereafter can,
will or may have (either directly, indirectly, derivatively or in any other representative
capacity) by reason of any matter, fact or cause whatsoever (the “Claims”) against, (a) Company and
its subsidiaries and affiliates, including but not limited to Chico’s Retail Services, Inc., White
House | Black Market, Inc., Chico’s Distribution Services, LLC, SOMA by Chico’s, LLC and FitAppCo,
LLC; (b) the owners, shareholders, employees, officers, managers, supervisors, directors, agents,
attorneys, partners, joint ventures, predecessors, successors and assigns of Company and its
subsidiaries and affiliates; and (c) the employee benefit plans and plan administrators and
fiduciaries of Company and its subsidiaries and affiliates (collectively referred to in this
Agreement as the “Released Parties”) from the beginning of time through the date upon which he
signs this Agreement. Notwithstanding the foregoing, nothing herein shall be considered as
releasing; (i) any rights that Executive may have to indemnification and directors and officers
liability insurance coverage; (ii) Executives’ right to enforce the terms of this Agreement; (iii)
any rights that cannot be waived under applicable law; or (iv) any rights to workers’ compensation
or unemployment insurance benefits.



     This General Release waives all Claims of any kind that Executive may have against the
Released Parties from the beginning of time through the date upon which Executive signs this
Agreement, including any Claim arising out of



 









 




(a) Executive’s employment by Company or the termination of that employment; (b) an alleged
ownership interest in Company; (c) any express or implied contract; (d) any public policy violation
or other tort; (e)any federal, state or local constitution, statute, regulation or ordinance
(including statutory attorneys’ fees); or (f) any other law of any kind. It expressly waives all
Claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act, the
Americans with Disabilities Act, the Fair Labor Standards Act, the Worker Retraining and
Notification Act, the Employee Retirement Income Security Act, and the Florida Civil Rights Act of
1992 (often referred to as the Florida Civil Human Rights Act). Executive represents that he has
not filed against the Company or any of the Released Parties any complaints, charges or lawsuits
arising out of his employment by the Company, or any other matter arising on or prior to the date
he signs this Agreement. Executive covenants and agrees that he will not seek any personal
recovery against the Company or any of the Released Parties arising out of any of the matters set
forth in this paragraph 3.




4. Knowing and Voluntary Waiver




     By signing this Agreement, Executive acknowledges the following:



     (a) He has read and understands this Agreement.



     (b) He understands that the General Release set forth above waives rights or claims arising
under the Age Discrimination in Employment Act.



     (c) He understands that he is not waiving any rights or claims under the Age Discrimination in
Employment Act that may arise after the date on which he signs this Agreement.



     (d) He was not already entitled to the severance payments described above, and they are
consideration in exchange for his waiver of rights or claims in this Agreement.



     (e) He is advised that he should consult with an attorney prior to signing this Agreement.



     (f) He understands that he has a period of 21 days to consider this Agreement before signing
it.



     (g) He understands that he has a right to revoke this Agreement for seven days after signing
it, and that it will not become effective or enforceable until that period has expired. To be
effective, any revocation must be, in writing, to the Chief Human Resources Officer for the
Company, and state, “I hereby revoke my acceptance of our Confidential Executive Separation
Agreement and Release.” The revocation must be personally delivered to the Chief Human Resources
Officer for the Company, or his designee, or mailed to the Chief Human Resources Officer for the
Company and postmarked within seven calendar days of execution of this Agreement. This Agreement
and General Release shall not become effective or enforceable until the revocation period has
expired.



     (h) Revisions to this Agreement do not restart the 21 period set forth in this Section.



5. No Assignment of Claims




     Executive represents and warrants that he has not transferred or assigned to any other person
or entity any of the claims that are waived or released by him in the General Release set forth
above.



6. Non-Disclosure and Code of Ethics Agreements




 









 





     Executive acknowledges that he has surviving obligations under the Code of Ethics and the
Non-Disclosure Agreement that he previously signed, which are incorporated into this Agreement by
reference, and he agrees to comply with all of such obligations. Executive acknowledges that the
Non-Disclosure Agreement prohibits him from using or disclosing, in any way, information relating
to the compensation or contact information of current or former employees of the Company.



7. Employment with a Competitor




     Executive understands if he begins to work for a Direct Competitor of the Company, as an
employee, director, or contractor, within twelve months from the Effective Date of this Agreement,
he must immediately notify the Chief Human Resources Officer for the Company. Executive also
understands if he does begin such work, all remaining severance payments under Section 2, above,
will end. For the purposes of this Agreement, Direct Competitors of the Company are specifically
defined as ___, ___, ___and ___. [Company to insert named
competitors].



8. Confidentiality




     Executive agrees that he will not disclose the terms of this Agreement to anyone except his
accountant or attorney, unless he is required to do so by law or court order. He further agrees
that any disclosure of such terms by his accountant or attorney will be deemed to be a breach of
this covenant. Because a breach of this covenant would result in damages that would be extremely
difficult to ascertain or calculate, liquidated damages in the sum of $10,000 shall immediately be
due from Executive to Company if this covenant is breached.



9. No Disparagement




     Executive agrees that he will not disparage Company or any of the other Released Parties in
any communication, or make any statements that will reflect negatively on or harm the business
interests of any of them.



10. No Raiding




     Executive agrees that, for one year following the Effective Date of this Agreement, he will
not solicit or attempt to persuade any employee, consultant, representative or agent of Company or
any of its subsidiaries or affiliates to terminate his or her employment or relationship with
Company or its subsidiary or affiliate. Executive acknowledges that the purpose of this covenant
is to enable Company and its subsidiaries and affiliates to maintain a stable workforce in order to
remain in business, and that it would disrupt, damage, impair and interfere with their business if
he were to engage in such solicitation.



11. Return of Company Property




     Executive acknowledges that he is required to return to Company all property belonging to
Company or its subsidiaries or affiliates, and he agrees to do so promptly. This includes, but is
not limited to, equipment, keys, credit cards, files, records, documents, notes, computer records,
intellectual property and proprietary information of any kind. He further acknowledges that he is
not permitted to remove such property from the premises of Company or its subsidiaries or
affiliates or retain it in his possession, and he agrees not to do so.



12. Restrictive Covenants




 









 








     Executive agrees that should he violate any of the Restrictive Covenants outlined in
Paragraphs 6, 7, 9 and 10, herein, any unvested equity grants will be immediately forfeited and all
outstanding option grants will be cancelled. He further acknowledges that any gains on option
exercises within six months of the violation of the Restrictive Covenant are subject to claw-back.
These remedies are in addition to any and all other legal remedies.



13. Future Employment




     Executive agrees that he will not apply for employment with Company or any of its subsidiaries
or affiliates at any time in the future.



14. Non-Admission of Liability




     Nothing in this Agreement shall be construed as an admission of liability by Company or any of
the other Released Parties.



15. Cooperation




     Executive agrees that, if any legal action is threatened or commenced against Company or any
of the other Released Parties, relating to events about which he has knowledge, he will cooperate
fully with them in the defense of such action.



16. Entire Agreement




     With the exception of the Non-Disclosure Agreement and Code of Ethics referred to above, this
Agreement contains the complete and exclusive agreement between Executive and Company related to
the matters addressed herein, and it supersedes any other agreements for understandings between
them, whether oral or in writing. Executive acknowledges that he has not relied on any oral
representations concerning the effect of this Agreement.



17. Amendments and Waivers




     This Agreement may be amended or modified, and its provisions may be waived, only in a written
instrument signed by Executive and Company.



18. Severability




     If any part of this Agreement is held to be unenforceable for any reason, the other parts of
the Agreement will remain in effect.



19. Governing Law




     This Agreement shall be governed by and construed under the laws of the State of Florida,
without regard to principles of conflict of laws.



20. Interpretation




     The rule of interpretation that ambiguities in an agreement are to be construed against the
party that drafted it shall not apply to this Agreement.



 









 





21. Successors




     This Agreement shall be binding upon and inure to the benefit of the parties and their heirs,
successors and assigns.



22. Counterparts




     This Agreement may be executed in counterparts, and every signed counterpart shall have the
legal effect of an original document.



23. Attorneys’ Fees




     If any arbitration or other legal proceeding is commenced to enforce the terms of this
Agreement, the prevailing party shall be entitled to the payment of its reasonable attorneys’ fees
and costs in the proceeding by the losing party.



24. Effective Date




     This Agreement shall become effective upon the expiration of the seven-day revocation period
provided for above, unless Executive revokes it during the revocation period.





	 	 	 	 	 
	EXECUTIVE 

 	 
	By:  	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Dated: 	 	 	 
	 






	 	 	 	 	 
	CHICO’S FAS, INC.

 	 
	By:  	 	 
	 	Manuel Jessup 	 
	 	Chief Human Resources Officer 	 
	 	 	 	 
	Dated: