EXHIBIT 10.1
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT is made and entered into
this 22nd day of June, 2004 by and between CHICO'S FAS, INC., a Florida
corporation (the "Company"), and XXXXX X. XXXXXXX (the "Executive").
W I T N E S S E T H:
WHEREAS, the parties hereto have entered into that certain Employment
Agreement dated December 29, 2003, 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").
NOW, THEREFORE, it is agreed as follows:
1. BASIC SALARY
Section 3(a) of the Employment Agreement shall be replaced in its
entirety by the following, effective as of February 2, 2004:
(a) Basic Salary. The Employer shall pay to the Executive as
compensation for all services rendered by the Executive during the Employment
Term a basic annualized salary of $900,000 per year (the "Basic Salary"), or
such other sum as the parties may agree on, in writing, from time to time,
payable monthly or in other more frequent installments, as determined by the
Employer. 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, provided that the Basic Salary may not be decreased, and,
provided, further, once the Basic Salary is increased it may not be decreased
below such increased amount. 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.
2. DEATH OF EXECUTIVE
Section 7(a) of the Employment Agreement shall be replaced in its
entirety by the following:
(a) Death of Executive. The Employment Term shall terminate
automatically on the Executive's death. If the Executive dies during the
Employment Term, the Employer shall pay to the Xxxxx X. Xxxxxxx Revocable Trust
Agreement dated June 28,2001 as fully amended and restated
April 21, 2004, and as further amended from time to time (the "Trust")
(or if such Trust is not in existence on the date of death of the Executive, to
the estate of the Executive) such compensation, including any bonus compensation
earned but not yet paid for any completed fiscal year, as would otherwise have
been payable to the Executive up to the end of the month in which his death
occurs, any unreimbursed business expenses payable in accordance with the
Employer's policies, accrued but unused vacation payable in accordance with the
Employer's policies, and all other payments and benefits to which the Executive
may be entitled under the terms of any applicable plan, program, policy or
arrangement (as modified herein). In addition, following the date of the
Executive's death and for twelve (12) months thereafter, the Employer shall pay
monthly the following amount to the Trust (or if such Trust is not in existence
on the date of death of the Executive, to the estate of the Executive): the sum
of (i) one (1) year's Basic Salary (as existing at the time of death) divided by
twelve (12); and (ii) an amount equal to the greater of the Target Bonus or the
highest actual bonus paid to the Executive in the three (3) fiscal years
preceding the Executive's death and divided by twelve (12). The Employer shall
have no additional financial obligation under this Agreement to the Executive,
his estate or the Trust. After receiving the payments provided in this
subparagraph (a), the Executive, his estate and the Trust shall have no further
rights under this Agreement (other than the Executive's right to indemnification
and directors and officers liability insurance as provided herein).
3. MISCELLANEOUS
Except to the extent specifically modified, added or deleted by this
Amendment No. 1, 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/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Chief Operating Officer,
Executive Vice President - Finance
and Chief Financial Officer
"Company"
/s/ Xxxxx X. Xxxxxxx
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XXXXX X. XXXXXXX
"Executive"
