EXHIBIT 10.2
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT is made and entered into
this 16th day of April, 2002, to be effective for all purposes as of September
26, 2001, by and between CHICO'S FAS, INC., a Florida corporation (the
"Company"), and XXXXXX X. XXXXXXXX, residing at 00000 Xxxxxxx Xxxx, Xxxx Xxxxx,
XX 00000 (the "Executive").
WITNESSETH:
WHEREAS, the parties hereto have entered into that certain Employment
Agreement dated as of February 7, 2000 by and between the Company and the
Executive (the "Employment Agreement"); and
WHEREAS, the Company and the Executive 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").
1. TERM
Section 2 of the Employment Agreement shall be replaced in its entirety
by the following:
2. TERM.
Subject to the provisions of termination as
hereinafter provided, the term of employment under this Agreement shall
begin as of February 7, 2000 and shall continue through January 31,
2004; provided, however, that beginning on February 1, 2004 and on each
February 1st (each a "Renewal Date") thereafter, the term of this
agreement shall automatically be extended for one additional year
unless either party gives the other written notice of termination at
least ninety (90) days prior to any such Renewal Date.
2. COMPENSATION; REIMBURSEMENT, ETC.
Subsections (a), (b) and (c) of the Employment Agreement shall be
replaced in their entirety as follows:
(a) Basic Salary. The Employer shall pay to the Executive
as compensation for all services rendered by the Executive during the
term of this Agreement a basic annualized salary as follows (the "Basic
Salary"), or such other sum as the parties may agree on from time to
time, payable monthly or in other
1.
more frequent installments, as determined by the Employer:
Period Basic Annualized Salary
------ -----------------------
For the period from February 7, 2000
through January 31, 2001 $ 600,000
For the period from February 1, 2001
through January 31, 2002 $ 750,000
For the period from February 1, 2002
through January 31, 2003 $ 850,000
For the period from February 1, 2003
through January 31, 2004 and thereafter $1,000,000
The Board of Directors of the Employer shall have the right to increase
the Executive's compensation from time to time by action of the Board
of Directors. In addition, the Board of Directors of the Employer, in
its discretion, may, with respect to any year during the term hereof,
award a bonus or bonuses to the Executive in addition to the bonuses
provided for in Section 3(b). The compensation provided for in this
Section 3(a) shall be in addition to any pension or profit sharing
payments set aside or allocated for the benefit of the Executive.
(b) Bonuses. In addition to the Basic Salary to be paid
pursuant to Section 3(a) of this Agreement, during the term of this
Agreement or any renewal or extension, the Company shall pay to the
Executive as incentive compensation quarterly and annual bonuses in
accordance with the incentive bonus plan(s) adopted from time to time
by the Board or the Compensation and Benefits Committee of the Board
(the "Committee"), as the case may be. Such plan for the initial three
year term of this Agreement ending January 31, 2003 and the additional
one year term of this Agreement ending January 31, 2004, among other
things, shall establish a "Target Bonus" equal to 50% of the
Executive's Basic Salary and a "Maximum Bonus" equal to 100% of the
Executive's Basic Salary.
(c) Stock Options. The Executive shall participate in
under the Employer's stock option plan or plans, in accordance with the
terms thereof, through the grant by the Committee of nonqualified
options to purchase shares of the Employer's common stock, as follows
(the "Options"), provided that Executive remains employed by the
Employer on the approximate date of grant:
2.
Approximate Date of Grant Number of Options
------------------------- -----------------
Effective Date of this Agreement 75,000
February 1, 2001 100,000
February 1, 2002 125,000
February 1, 2003 125,000
The date of grant for each tranche of Options shall be the respective
day on which the Committee acts to effectuate the respective grant. The
initial exercise price for each tranche of the Options shall be the
closing price for the Company's stock on the Nasdaq Stock Market (NMS)
on the respective date of grant. The Options shall be subject to the
terms of the applicable stock option plan under which they are issued.
3. DUTIES
Section 4 of the Employment Agreement shall be replaced in its entirety
by the following:
4. DUTIES. The Executive is engaged as the Chief
Executive Officer. In addition, the Executive shall have such other
duties and hold such other offices as may from time to time be
reasonably assigned to him by the Board of Directors of the Employer.
4. NOTICE ADDRESS
The notice address for the Executive in Section 20 of the
Employment Agreement shall be changed to be the following:
To the Executive:
Xxxxxx X. Xxxxxxxx
00000 Xxxxxxx Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
5. MISCELLANEOUS
Unless specifically modified, added or deleted by this Amendment No.1,
all terms and provisions of the Employment Agreement remain in full force and
effect throughout the term of the Employment Agreement, as amended.
3.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment the
day and year first above written.
CHICO'S FAS, INC.
By: /s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx, President
"Company"
/s/ Xxxxxx X. Xxxxxxxx
XXXXXX X. XXXXXXXX
"Executive"
4.
