AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Exhibit
10.3
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT is made and entered into this 18 day of
December, 2008, by and between CHICO’S FAS, INC., a Florida corporation (the “Company”), and
MORI XXXXXXX XXXXXXXXX (the “Employee”).
WITNESSETH:
WHEREAS, the parties hereto have entered into that certain Employment Agreement dated
September 26, 1995, as amended effective August 21, 2000, by and between the Company and the
Employee (the “Employment Agreement”); and
WHEREAS, the Company and the Employee have agreed to amend the terms of the Employment
Agreement in certain respects as set forth in this Amendment No. 2 to Employment Agreement (the
“Amendment”), to comply with Section 409A of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, effective January 1, 2005, it is agreed as follows:
1. | DELAYED PAYMENT OF BENEFITS |
Sections 7(b)(ii), 8(a), and 8(c)(i) of the Employment Agreement are amended and a new section
8(d) is inserted to add the following to the end of each such section, which shall read as follows:
Notwithstanding the above to the contrary, in the event the Employee is a
“specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) of the
Internal Revenue Code of 1986, as amended (the “Code”)), any payment due and
payable to the Employee hereunder as a result of the Employee’s severance from
service with the Employer shall not be made before the date which is six (6) months
after such severance from service.
2. | 409A COMPLIANCE |
A new Section 20 of the Employment Agreement is added which shall read as follows:
Section 20. 409A Compliance. Notwithstanding any Employment Agreement
provisions to the contrary and, to the extent applicable, the Employment Agreement
shall be interpreted, construed, and administered (including with respect to any
amendment, modification, or termination of the Employment Agreement) in such a
manner so as to comply with the provisions of Code Section 409A and any related
Internal Revenue Service guidance promulgated thereunder.
3. | MISCELLANEOUS |
Except to the extent specifically modified, added or deleted by this Amendment No. 2, 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. |
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By: | /s/ Xxxxx X. Xxxxxxx | |||
“Company” |
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/s/ Mori Xxxxxxx Xxxxxxxxx | ||||
MORI XXXXXXX XXXXXXXXX | ||||
“Employee” |