Chico's FAS, Inc.

0000950144-08-001693.txt : 20080306 0000950144-08-001693.hdr.sgml : 20080306 20080306162121 ACCESSION NUMBER: 0000950144-08-001693 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080303 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080306 DATE AS OF CHANGE: 20080306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHICOS FAS INC CENTRAL INDEX KEY: 0000897429 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 592389435 STATE OF INCORPORATION: FL FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16435 FILM NUMBER: 08671216 BUSINESS ADDRESS: STREET 1: 11215 METRO PKWY CITY: FT MYERS STATE: FL ZIP: 33966-1206 BUSINESS PHONE: 2392776200 MAIL ADDRESS: STREET 1: 11215 METRO PKY CITY: FT MYERS STATE: FL ZIP: 33966-1206 8-K 1 g12170e8vk.htm CHICO'S FAS, INC. Chico's FAS, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report: (Date of earliest event reported): March 3, 2008

Chico’s FAS, Inc.

(Exact Name of Registrant as Specified in its Charter)

Florida
(State or Other Jurisdiction of Incorporation)


0-21258		59-2389435

(Commission File Number)		(IRS Employer Identification No.)


11215 Metro Parkway, Fort Myers, Florida		33966

(Address of Principal Executive Offices)		(Zip code)

(239) 277-6200
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
Ex-10.1 Participation Agreement - Scott A. Edmonds
Ex-10.2 Participation Agreement - Kent A. Kleeberger
Ex-10.3 Participation Agreement - Michael J. Kincaid


Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 3, 2008, Chico’s FAS, Inc. (the “Company”) entered into separate Participation Agreements, commonly referred to as “clawback” agreements, with its Chairman, President and Chief Executive Officer, its Chief Financial Officer and its Chief Accounting Officer (each a “Participant”). Subject to the terms of the Participation Agreements, each Participant is required to reimburse the Company for incentive compensation previously paid to the Participant under any of the Company’s executive bonus programs if within two years from the date of payment of such incentive compensation, the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any then applicable financial reporting requirement under the securities laws as a result of misconduct by the Participant and/or gross negligence by the Participant in failing to prevent the misconduct or if the Participant is otherwise subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002.

The foregoing description of the Participation Agreements is not complete and is qualified in its entirety by reference to the full text of such agreement.


Item 9.01.		Financial Statements and Exhibits.

(d) Exhibits:

Exhibit 10.1 Participation Agreement between the Company and Scott A. Edmonds

Exhibit 10.2 Participation Agreement between the Company and Kent A. Kleeberger

Exhibit 10.3 Participation Agreement between the Company and Michael J. Kincaid

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	CHICO’S FAS, INC.
Date: March 6, 2008	By:	/s/ Michael J. Kincaid
		Michael J. Kincaid, Senior Vice President — Finance and Chief Accounting Officer and Assistant Secretary

INDEX TO EXHIBITS


Exhibit Number		Description

Exhibit 10.1		Participation Agreement between the Company and Scott A. Edmonds

Exhibit 10.2		Participation Agreement between the Company and Kent A. Kleeberger

Exhibit 10.3		Participation Agreement between the Company and Michael J. Kincaid

EX-10.1 2 g12170exv10w1.htm EX-10.1 PARTICIPATION AGREEMENT - SCOTT A. EDMONDS Ex-10.1 Participation Agreement - Scott A. Edmonds

EXHIBIT 10.1

CHICO’S FAS, INC.
EXECUTIVE BONUS PROGRAMS

PARTICIPATION AGREEMENT

This Participation Agreement is entered into this 3^rd day of March, 2008, by and between Chico’s FAS, Inc. (the “Company”) and Scott A. Edmonds (the “Participant”).

WHEREAS, the Participant is a key employee of the Company selected by the Company to participate in one or more executive bonus programs (the “Programs”); and

WHEREAS, as a condition to receiving any bonus payable pursuant to any of the Programs, the Participant acknowledges and agrees to be bound by the following condition:

Repayment of Bonus. If (a) within the two-year period immediately following payment of any Bonus under any Program the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any then applicable financial reporting requirement under the securities laws, and (b) the Participant is subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 or knowingly engaged in the misconduct, was grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or was grossly negligent in failing to prevent the misconduct, then the Participant shall reimburse the Company for the amount of any such Bonus paid under any Program.

IN WITNESS WHEREOF, the parties have executed this Participation Agreement on the date first written above.


	CHICO’S FAS, INC.
	By:	/s/ Kent Kleeberger
		Title: EVP & CFO


	PARTICIPANT:
	Scott A. Edmonds
	Participant’s Name — Please Print



	/s/ Scott A. Edmonds
	Participant’s Signature

EX-10.2 3 g12170exv10w2.htm EX-10.2 PARTICIPATION AGREEMENT - KENT A. KLEEBERGER Ex-10.2 Participation Agreement - Kent A. Kleeberg

EXHIBIT 10.2

CHICO’S FAS, INC.
EXECUTIVE BONUS PROGRAMS

PARTICIPATION AGREEMENT

This Participation Agreement is entered into this 3^rd day of March, 2008, by and between Chico’s FAS, Inc. (the “Company”) and Kent A. Kleeberger (the “Participant”).

WHEREAS, the Participant is a key employee of the Company selected by the Company to participate in one or more executive bonus programs (the “Programs”); and

WHEREAS, as a condition to receiving any bonus payable pursuant to any of the Programs, the Participant acknowledges and agrees to be bound by the following condition:

IN WITNESS WHEREOF, the parties have executed this Participation Agreement on the date first written above.


	CHICO’S FAS, INC.
	By:	/s/ Scott A. Edmonds
		Title: Chairman, President & CEO


	PARTICIPANT:
	Kent A. Kleeberger
	Participant’s Name — Please Print



	/s/ Kent A. Kleeberger
	Participant’s Signature

EX-10.3 4 g12170exv10w3.htm EX-10.3 PARTICIPATION AGREEMENT - MICHAEL J. KINCAID Ex-10.3 Participation Agreement - Michael J. Kinca

EXHIBIT 10.3

CHICO’S FAS, INC.
EXECUTIVE BONUS PROGRAMS

PARTICIPATION AGREEMENT

This Participation Agreement is entered into this 3^rd day of March, 2008, by and between Chico’s FAS, Inc. (the “Company”) and Michael J. Kincaid (the “Participant”).

WHEREAS, the Participant is a key employee of the Company selected by the Company to participate in one or more executive bonus programs (the “Programs”); and

WHEREAS, as a condition to receiving any bonus payable pursuant to any of the Programs, the Participant acknowledges and agrees to be bound by the following condition:

IN WITNESS WHEREOF, the parties have executed this Participation Agreement on the date first written above.


	CHICO’S FAS, INC.
	By:	/s/ Scott A. Edmonds
		Title: Chairman, President & CEO


	PARTICIPANT:
	Michael J. Kincaid
	Participant’s Name — Please Print



	/s/ Michael J. Kincaid
	Participant’s Signature

Table of Contents

Table of Contents

Table of Contents

Table of Contents