CHICO’S FAS, INC. EXECUTIVE BONUS PROGRAMS PARTICIPATION AGREEMENT

Exhibit 10.61

CHICO’S FAS, INC.

EXECUTIVE BONUS PROGRAMS

PARTICIPATION AGREEMENT

This Participation Agreement is entered into this 25th day of February, 2016, by and between Chico’s FAS, Inc. (the “Company”) and Xxxxxxx Xxxxxxx (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 financial reporting requirement under the securities laws, and (b) the Participant is subject to automatic forfeiture under Section 304 of the Xxxxxxxx-Xxxxx 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/ Xxxx X. Xxxxxxxx
Title:		Exec. VP & Chief Financial Officer

PARTICIPANT:

/s/ Xxxxxxx Xxxxxxx

Participant’s Signature

Xxxxxxx Xxxxxxx

Participant’s Name – Please Print