Exhibit 10.1

September 27, 2016

Ms. Diane Ellis

xxxx xxxxxxxxxxxx

xxxxxx, xxxxx xxxxx

Dear Diane:

It is with great pleasure that we offer you the opportunity to join Chico’s FAS, Inc. as our Brand President, Chico’s. As you are aware, we are a 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 will outline the specifics:

Position:              Brand President, Chico’s

Reports to:           Shelley Broader, President and CEO

Start Date:         To be determined

Base Salary:      $800,000.00 annually

Sign On Bonus:
$500,000 payable within 30 days of start date, less applicable taxes (contingent upon receipt of signed repayment agreement).

Bonus Plan:
Target of 80% of base salary earned during the FY16 performance period, which is contingent upon the achievement of corporate financial objectives. The terms of the bonus, including eligibility, payouts and objectives are subject to the Bonus Plan and may be modified from time to time. All payouts are based on fiscal year business results, prorated from date of hire, and can vary from zero (0) to a maximum of 175% of your target bonus potential or 140% of base salary earned. Bonus is typically paid in March.

Restricted Stock:  
You will be awarded a one-time, new hire grant targeted at $300,000 in value in the form of Restricted Stock.  This will be issued following your date of hire. These shares will vest over a three-year period with one-third vesting each year on the anniversary of the grant date. The final number of shares delivered is subject the stock price on date of grant. 

In the future, you will be eligible for annual equity grants beginning in March, 2017, subject to Board approval, targeted at $900,000 in value, delivered in the form of Restricted Stock and Performance Share Units.  The Restricted Stock shares will vest over a three-year period.  The Performance Share Units will also vest over a three-year period, contingent upon the achievement of corporate financial objectives and could range from zero (0) to a maximum of 150% of target award.

Diane Ellis

Page 2

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.

Annual Review:
You will be eligible for the FY16 performance appraisal process.

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

Group Insurance Program:
Medical/Dental/Vision Plans
Eligibility Date: Effective your first day of active employment

Life Insurance:
The company provides term insurance equal to 1X your base salary as well as 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

Short and Long Term Disability:
The company provides short and long term disability benefits.
Eligibility Date: Effective your first day of active employment

401(k) Plan:
You may participate with an 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. Your 401(k) contributions may be subject to additional limitations under federal regulations.  You will be able to roll over existing qualified funds immediately. 
Eligibility Date: Effective after 12 months of employment

Deferred Compensation:  
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 for the applicable fiscal year.

Employee Stock Purchase Plan:
You will have an opportunity to purchase Chico’s FAS, Inc. stock directly from the company, two times a year, during the March and September offering periods.
Eligibility Date : First offering period following 6 months of employment

Executive Benefits
Disability Income Protection:                                                                                    

As a qualifying executive, you will be eligible for Chico’s FAS, Inc.’s Supplemental Disability Insurance program after 90 days of employment. This program provides an increased level of income protection should you become totally disabled. Full details of the program are available from the Benefits Department.

Diane Ellis

Page 3

Annual Physical:                                                                                                       

As a qualifying executive, you are eligible to have one company paid physical per year at the Mayo Clinic as part of our Health and Wellness program.

Executive Severance Plan:                                                                                                       

As a qualifying executive, you are eligible for severance benefits pursuant to the Chico’s FAS, Inc. Officer Severance Plan.

Relocation Benefits:  
In order to ensure a successful relocation, you will be provided 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.

We hope you view this opportunity as a chance to have a positive impact while enjoying a challenging and rewarding career. Nonetheless, please understand that Chico’s FAS, Inc. is an at-will employer. That means that either you or the company are free to end the employment relationship at any time, with or without notice or cause. By accepting our offer of employment, you acknowledge the at-will nature of our relationship. 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.

We are looking forward to having you on our 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 contact us at the number indicated below.

Sincerely,

 /s/ Shelley Broader

Shelley Broader
President and CEO
 

Contact Information

For questions, please call:
Kristin Oliver
Executive Vice President

Chief Human Resources Officer

239-346-xxxx or xxxxxxxx    

I accept the terms and conditions of the offer as outlined above:

Please return signed copy

/s/ Diane Ellis (10/3/2016)

Diane Ellis

Exhibit 10.2

RESTRICTIVE COVENANT AGREEMENT

THIS RESTRICTIVE COVENANT AGREEMENT (this “ Agreement ”) is made and entered into this 7th day of October, 2016 (the “ Effective Date ”), by and between Chico’s FAS, Inc., a Florida corporation, having a principal place of business at 11215 Metro Parkway, Fort Myers, FL 33966 (the “ Employer ”), and Diane Ellis (the “ Executive ”). In consideration of the mutual covenants herein contained and intending to be legally bound hereby, the parties hereto agree to the following:

1. Employment . Employer desires to employ Executive in the position of Brand President, Chico’s (the “Position”), and Executive desires to accept such Position. In the Position, Executive will assume a key role in the organization that will require confidentiality and trust and will acquire information, knowledge and experience with Employer that is proprietary, confidential, unique and hard to replace. It would also place Executive at an unfair advantage should Executive use this information, knowledge, and experience to further the interests of anyone other than the Employer. As a result, Employer desires to protect its rights in its proprietary, confidential and trade secret information, and, as a condition of employment and for the consideration set forth herein, Executive is willing to and has agreed to abide by and faithfully observe the obligations and restrictions set forth herein .

2.      Confidential Information .

(a)      Nondisclosure and Non-use . Both during Executive’s employment with Employer and thereafter, Executive covenants and agrees that Executive (i) shall exercise the utmost diligence to protect and safeguard the Confidential Information of Employer and its Affiliates; (ii) shall not disclose to any third party any Confidential Information, except as may be required by Employer in the course of Executive’s employment or by law; and (iii) shall not use, directly or indirectly, for Executive’s own benefit or for the benefit of another, any Confidential Information. Executive acknowledges that Confidential Information has been and will be developed and acquired by Employer and its Affiliates by means of substantial expense and effort, that the Confidential Information is a valuable proprietary asset of Employer’s and its Affiliates’ business, and that its disclosure would cause substantial and irreparable injury to Employer’s and its Affiliates’ business. For purposes of this Agreement, “ Affiliate ” shall mean any entity controlling, controlled by, or under common control of, Employer.

(b)      Definition of Confidential Information . “ Confidential Information ” means all information of a confidential or proprietary nature, whether or not specifically labeled or identified as “confidential,” in any form or medium, that is or was disclosed to, or developed or learned by, Executive in connection with Executive’s past, present or future employment with Employer and that relates to the business, products, services, research or development of any of the

Employer or its Affiliates or their suppliers, distributors or customers. Confidential Information includes, but is not limited to, the following: (i) internal business information (including, but not limited to, information relating to strategic plans and practices, business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures, accounting and business methods); (ii) identities of, individual requirements of, specific contractual arrangements with, and information about, any of Employer’s, or any of its Affiliates’, suppliers, distributors and customers and their confidential information; (iii) trade secrets, know-how, compilations of data and analyses, techniques, systems, formulae, research, records, reports, manuals, documentation, models, data and data bases relating thereto; (iv) inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable); and (v) other information or thing that has economic value, actual or potential, from not being generally known to or not being readily ascertainable by proper means by other persons.

(c)      Not Confidential Information . Confidential Information shall not include information that Executive can demonstrate: (i) is publicly known through no wrongful act or breach of obligation of confidentiality; (ii) was rightfully received by Executive from a third party without a breach of any obligation of confidentiality by such third party; or (iii) was known to Executive on a non-confidential basis prior to the Executive’s employment with Employer.

(d)      Presumption of Confidentiality . In any judicial proceeding, it will be presumed that the Confidential Information constitutes protectable trade secrets and Executive will bear the burden of proving that any Confidential Information is publicly or rightfully known by Executive.

(e)      Return of Confidential Information and Materials . Executive agrees to return to Employer either before or immediately upon the termination of Executive’s employment with Employer any and all information, materials or equipment which constitutes, contains, or in any way relates to the Confidential Information and any other document, equipment or materials of any kind relating in any way to the business of Employer in the possession, custody or control of Executive which was obtained by Executive during the course of or as a result of Executive’s employment with Employer whether confidential or not, including, but without limitation, any copies thereof which may have been made by or for Executive. Executive shall also provide Employer, if requested to do so, the name of the new employer of Executive and Employer shall have the right to advise any subsequent employer of Executive’s obligations hereunder.

3.      Non-Competition . Executive covenants and agrees that during the term of Executive’s employment with the Employer and for a period of one (1) year after the date of termination of the Executive’s employment hereunder for any reason (the “ Restricted Period ”), Executive will not directly or indirectly, perform any job, task, function, skill, or responsibility for a Competing Business that the Executive has provided for Employer (and/or its subsidiaries) within

the twelve month period immediately preceding Executive’s termination date. For purposes of this Agreement, a Competing Business shall mean any direct competitor of the Employer which, in general, means a specialty retailer of better women’s apparel whose target customers are 30 years of age or older and have an annual household income of $75,000 or more, including, but not limited to: The J. Jill Group, Inc., L Brands, Inc., Soft Surroundings Holdings, LLC, The Talbots, Inc., GAP, Inc., and Ascena Retail Group, Inc.

This covenant on the part of Executive shall be construed as an agreement independent of any other provision of this Agreement; and the existence of any claim or cause of action of Executive against Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Employer of this covenant. Executive expressly agrees that the restrictions of this Section 3 will not prevent Executive from otherwise obtaining gainful employment upon termination of Executive’s employment with Employer.

4.      Non-Solicitation of Customers, Suppliers, and Business Associates . For a period of two (2) years after the date of termination of the Executive’s employment for any reason, Executive shall not directly or indirectly induce, solicit or encourage any customer, supplier or other business associate of Employer or an Affiliate to terminate or alter its relationship with Employer or Affiliate, or introduce, offer or sell to or for any customer or business associate, any products or services that compete with an Employer product, service, marketing item, or other item which presently exists, or is under development or active consideration.

5.      Non-Solicitation of Employees . For a period of two (2) years after the date of termination of the Executive’s employment hereunder for any reason, Executive shall not, directly or indirectly, induce, solicit or encourage any employee of Employer or its Affiliates to terminate or alter his or her relationship with Employer or its Affiliates.

6.      Remedies .

(a)      Injunctive Relief . It is agreed by the parties hereto that any violation by Executive of any of the covenants contained in herein would cause immediate, material and irreparable harm to Employer and/or its Affiliates which may not be adequately compensated for by money damages, and, therefore, Employer and/or its Affiliates shall be entitled to injunctive relief (including, without limitation, one or more preliminary injunctions and/or ex parte restraining orders) in addition to, and not in derogation of, any other remedies provided by law, in equity or otherwise for such a violation including, but not limited to, the right to have such covenants specifically enforced by any court of competent jurisdiction and the right to require Executive to account for and pay to Employer and/or its Affiliates all benefits derived or received by Executive as a result of any such breach of covenant together with interest thereon, from the date of such initial violation until such sums are received by Employer and/or its Affiliates.  The Restricted Period set forth herein shall be extended by any period of time in which Executive is in breach of the covenants

contained in this Agreement and for any period of time which may be necessary to secure an order of court or injunction, either temporary or permanent, to enforce any of the covenants contained in this Agreement.

(b)      Executive Acknowledgment . Executive acknowledges and agrees that the periods of restriction imposed by the confidentiality and non-competition covenants of this Agreement are fair and reasonably required for the protection of Employer and its Affiliates.

7.      At-Will . Nothing in this Agreement in tended to alter the at-will nature of the Executive’s employment.

8.      Severability . In the event that, and if for any reason, any portion of this Agreement shall be held to be invalid or unenforceable, it is agreed that the remaining covenants and restrictions or portions thereof shall remain in full force and effect, and that if the validity or unenforceability is due to the unreasonableness of the time or geographical area covered by said covenants and restrictions, said covenants and restrictions of this Agreement shall nevertheless be effective for such period of time and for such area as may be determined to be reasonable by a court of competent jurisdiction.

9.      Integration . This Agreement contains the entire agreement between the parties regarding the matters covered within it. To the extent other agreements cover the matters contained herein, the provisions of such agreement shall be read together with the provisions of this Agreement to afford Employer the greatest protections allowed by applicable law.

10.      Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without reference to its conflict of laws provisions.

11.      Binding Effect . This Agreement is binding upon the parties hereto and on their respective heirs, personal representatives, successors and assigns. Executive agrees that the obligations contained in this Agreement will survive the termination of this Agreement.

12.      Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

EMPLOYER:

By: /s/ Kristin Oliver            DATE: 10/7/2016

                            

EXECUTIVE:

/s/ Diane M. Ellis            DATE: 10/6/2016