8-K

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): February 24, 2009

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
EX-10.1

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

     On February 24, 2009, Chico’s FAS, Inc. (the “Company”) implemented certain realignments in its senior management team. These changes were driven by the Company’s determination that it was important for the Soma brand to have its own brand president who could give more attention and focus to its development and expansion.

     Charles L. Nesbit, Jr., who had been serving as Executive Vice President — Chief Operating Officer for the Company, was named to the newly created position of Brand President — Soma, and as part of the realignment, relinquished his position of Executive Vice President — Chief Operating Officer. Prior to the realignment, Mr. Nesbit was already handling these responsibilities for Soma. Mr. Nesbit is particularly well suited to take on the focused responsibilities that come along with the new Brand President position given his past experience in similar positions for Sara Lee Intimate Apparel and the Bali Company. In his new capacity, Mr. Nesbit will continue to report directly to David Dyer, the Company’s President and Chief Executive Officer, but will now devote his entire time and attention to the opportunities presented by the Soma brand.

     On the same date and in conjunction with realigning Mr. Nesbit’s responsibilities, Jeffrey A. Jones, age 62, agreed to join the Company as its new Executive Vice President — Chief Operating Officer. Mr. Jones took over this executive officer position and commenced his employment with the Company on February 24, 2009. Prior to joining the Company, Mr. Jones was Executive Vice President of Merchandise Operations for Sears, Roebuck and Co. from 2002 to 2006. From 2000 to 2002, Mr. Jones served as Chief Operating Officer for Lands’ End. Prior to joining Lands’ End, Mr. Jones spent seven years with Shopko Stores, Inc., and its subsidiary, Provantage Health Service, Inc. Mr. Jones had previously spent 13 years with Arthur Andersen & Co.

     The Company has entered into a letter agreement (the “Letter Agreement”) with Mr. Jones, which provides for an annual salary and certain other benefits. Pursuant to the Letter Agreement, Mr. Jones’ base salary is $550,000 and is subject to annual increases as determined from time to time by the Company’s Board of Directors. On the first day of the window period following Mr. Jones’ commencement of employment, subject to proper corporate action, Mr. Jones is to be awarded 80,000 nonqualified stock options (with an exercise price equal to the fair market value of the stock on the date of the award and vesting in equal annual amounts over a period of two years) and 20,000 shares of restricted stock (vesting in equal annual amounts over a period of two years). Mr. Jones is also eligible for an annual bonus under the Company’s Cash Bonus Incentive Plan ranging from 0% to 160% of his base salary, if earned, with a target bonus equal to 80% of the base salary he earns from the date he commences employment through the end of fiscal 2009 with a minimum guaranteed bonus of 25% of the base salary earned during fiscal 2009. Under the terms of the Letter Agreement, the Company contracted to employ Mr. Jones for two years, with the option to renew in one year increments thereafter and with the right of either party to terminate at any time for any reason upon 30 days written notice. In the event of a “Change of Control” resulting in Mr. Jones’ voluntary termination for “Good Reason” (both events as defined in the Letter Agreement), Mr. Jones may be entitled to 1) an amount equal to one times base salary, 2) pro-rata vesting of stock options based on the amount of time worked until the termination date and 3) accelerated vesting of restricted shares.

     There is no arrangement or understanding between Mr. Jones and any other persons pursuant to which Mr. Jones was selected as an officer. Neither Mr. Jones nor any related person of Mr. Jones has a direct or indirect material interest in any existing or currently proposed transaction to which the Company is or may become a party. Mr. Jones is not related to any of the executive officers or directors of the Company.

     The foregoing description of the Letter Agreement 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 Employment letter agreement between the Company and Jeffrey A. Jones

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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: February 27, 2009	By:	/s/ Kent A. Kleeberger
		Kent A. Kleeberger, Executive Vice President —
		Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit Number	Description
Exhibit 10.1	Employment letter agreement between the Company and Jeffrey A. Jones

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EX-10.1

Exhibit 10.1

February 11, 2009

Mr. Jeffrey A. Jones
200 Coffee Pot Riviera
St. Petersburg, FL 33704

Dear Jeff:

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

Title:	EVP/Chief Operating Officer
Reporting to:	President & CEO
Base Salary:	$550,000.00 annually
Start Date:	TBD
Management Bonus Plan:	Target of 80% 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. You will be provided a bonus guarantee of 25% of target payable in March 2010.
Stock Options:	80,000 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 two-year period, with one-half vesting each year on the anniversary of the grant date. You will be eligible for additional equity grants as determined by management.
Restricted Stock:	A one-time grant of 20,000 shares of restricted stock to be issued during the first open window period for stock acquisition after the grant date of hire. These shares will vest over a two-year period with one-half vesting each year on the anniversary of the grant date. You will be eligible for additional equity grants as determined by management.
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. In addition to the eligible PTO, any other previously scheduled engagements throughout the year will be approved by me.

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Annual Review:	You will be eligible for the FY10 performance appraisal process prorated for time in position.
Employment Period:	Officer will be employed for a two year period, with the option to re-new in one year increments thereafter. Either party may terminate the employment relationship, for any reason, upon 30 days written notice. Except for the Severance and Change of Control herein, the Company will have no further obligation for continued pay or benefits beyond the 30 day notice period.
Change of Control:	In the event of a “Change of Control” resulting in your voluntary termination for “Good Reason,” you may be entitled to the benefits as set forth in Exhibit A to this letter.

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

Group Insurance Plan:	Medical/Dental/Vision
	Eligibility Date: Effective your first day of 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 your first day of 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 be immediately eligible to participate in the Chico’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:	Opportunity to purchase Chico’s stock directly from the company, two times a year, in March and September.
	Eligibility Date: First offering period following one year of employment.
Relocation:	In order to ensure a successful relocation, Chico’s FAS, Inc. will provide the relocation assistance as detailed in the attached Tier I Relocation Program. In accordance with this relocation policy, you will receive a miscellaneous allowance of $10,000 less applicable taxes.

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We hope you view this opportunity as a chance to have a positive impact on Chico’s while enjoying a challenging and rewarding career. 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. Finally, the offer is specifically contingent on the approval of the company’s Board of Directors which, while expected, cannot be guaranteed.

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 (239) 274-4145.

Regards,

David F. Dyer
President & CEO

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EXHIBIT A

In the event of your voluntary termination for “Good Reason,” as defined below, within 24 months following a “Change in Control” (CIC), you will be entitled to the following:

1)	An amount equal to one time your base salary;
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 one year after termination or the remaining term of the options, whichever is less; and
3)	Accelerated vesting of restricted shares and you will receive delivery of the shares within 60 days following such termination of employment.
4)	To receive the benefits outlined in paragraphs 1-3, above, you will need to execute a general release in a form to be provided by the Company.

“Good Reason” shall mean:

1)	Any material reduction in your then current titles or positions, or a material reduction in your then current duties or responsibilities; or
2)	David F. Dyer is no longer employed as Chief Executive Officer of the Company.

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.