8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 7, 2009

Chico’s FAS, Inc.

(Exact Name of Registrant as Specified in its Charter)

0-21258	59-2389435
(Commission File Number)	(IRS Employer Identification No.)

11215 Metro Parkway, Fort Myers, Florida	33966
(Address of Principal Executive Offices)	(Zip code)

(239) 277-6200
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry Into A Material Definitive Agreement.

     In connection with the transition in management described in Item 5.02, on January 7, 2009, Chico’s FAS, Inc. (the “Company”) entered into an oral consulting agreement with Verna K. Gibson, a member of the Board of Directors of the Company. Pursuant to the oral agreement, Ms. Gibson will provide consulting services for a period of three months pertaining to areas of the Company’s operations, including merchandising, in which she has background and expertise. In connection therewith, the Company will make three monthly payments of $30,000 to Ms. Gibson.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     (b) On January 7, 2009, Scott A. Edmonds resigned as President and Chief Executive Officer of the Company, Chairman of the Board of Directors and as a director, effective January 7, 2009. Mr. Edmonds’ resignation was not the result of any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

     In connection with Mr. Edmonds’s retirement and resignation, Mr. Edmonds and the Company have entered into a letter agreement and release, dated January 7, 2009, which provide for separation pay and certain other benefits.

     Pursuant to the terms of the letter agreement, the Company will pay Mr. Edmonds an aggregate sum of $4,376,000, less appropriate deductions, six months and one day following the date of Mr. Edmonds’s separation from the Company (the date of such separation, the “Separation Date”). Mr. Edmonds is also entitled to receive a pro rata bonus, to the extent one would otherwise be payable to him, for the bonus period ending January 31, 2009, to be paid if and when fiscal year 2008 bonuses are paid to other executives of the Company. Mr. Edmonds’s options to purchase shares of the Company’s common stock previously granted to him pursuant to the Company’s Omnibus Stock and Incentive Plan shall become fully vested and exercisable as of the eighth day following the execution of the release referred to below (the “Effective Date”), and all of Mr. Edmonds’s stock options will remain exercisable until the earlier of the ninetieth (90th) day following the Separation Date or the original expiration date of such options. In addition, a total of 76,667 shares of restricted stock previously granted to Mr. Edmonds will vest on the Effective Date. Mr. Edmonds will also be entitled to receive vested amounts payable to him under the Company’s 401(k) plan and other retirement and deferred compensation plans in accordance with the terms of such plans and applicable law. Further, the Company will continue to provide Mr. Edmonds and his dependents with medical coverage for two years following the Separation Date. Under the terms of the letter agreement, Mr. Edmonds in turn provided a general release of claims against the Company and agreed to be reasonably available to the Company, through March 31, 2009, to provide reasonable transition assistance to the Company, and to continue to be bound by certain disclosure and confidentiality obligations. Furthermore, Mr. Edmonds will be subject to certain noncompetition and nonsolicitation obligations for a period of two years following his termination of employment.

     The foregoing description of the letter agreement and release does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.1 to this Report and is incorporated by reference herein.

     (c) Upon the resignation of Mr. Edmonds, the Company appointed David F. Dyer President and Chief Executive Officer effective January 7, 2009. Mr. Dyer, 59, has been a director of the Company since 2007 and is the former President and Chief Executive Officer of Tommy Hilfiger Corporation, where he served from August 2003 until his retirement in May 2006. Mr. Dyer will remain a member of the Company’s Board of Directors.

     In connection with his appointment as President and Chief Executive Officer, Mr. Dyer entered into a letter agreement with the Company, which provides for an annual salary and certain other benefits.

     Pursuant to the letter agreement, Mr. Dyer’s base salary is $950,000 annually. Additionally, Mr. Dyer will be awarded 600,000 non-qualified stock options, of which 200,000 will have an exercise price equal to the closing price of the Company’s stock on the grant date, 200,000 will have an exercise price equal to 125% of the closing price of the Company’s stock on the grant date and 200,000 will have an exercise price of 150% of the closing price of the Company’s stock on the grant date. The options will vest over a three-year period, with one-third of each tranche vesting each year on the anniversary of the grant date, and have a seven-year term. Unless the Board of Directors determines otherwise, Mr. Dyer will not be granted any additional options for three years. Mr. Dyer is also eligible for an annual bonus ranging from 0% to 175% of his base salary, contingent upon the achievement of certain performance measures and goals that are set annually by the Company’s Compensation and Benefits Committee. Additionally, Mr. Dyer is eligible to earn shares of the Company’s common stock, contingent upon the achievement of certain performance measures and goals over a three-year period as determined by the Company’s Compensation and Benefits Committee. Mr. Dyer is also eligible to participate in the Company’s comprehensive benefits program, which includes a group medical insurance and life insurance plans, a 401(k) plan and the Company’s Deferred Compensation Plan.

     If Mr. Dyer’s employment is terminated within the first year of his employment without “Cause” (as defined within the letter agreement), Mr. Dyer would generally be entitled to receive, among other benefits, payments equal to the sum of two times his base salary and target bonus, payable in monthly installments over two years, subject to the execution of a general release of claims against the Company. If termination without Cause occurs after the first year of Mr. Dyer’s employment, Mr. Dyer would generally be entitled to receive, among other benefits, payments equal to the sum of his base salary and target bonus, payable in monthly installments over one year, subject to the execution of a general release of claims against the Company. In the event of a “Change in Control” (as defined within the letter agreement) that results in Mr. Dyer’s involuntary termination without Cause, or his voluntary termination with “Good Reason” (as defined within the letter agreement), Mr. Dyer would be entitled to receive, among other benefits, an amount equal to two times the sum of his base salary and the target bonus, payable in a lump sum, subject to the execution of a general release of claims against the Company.

     The foregoing description of the letter agreement with Mr. Dyer does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement,

a copy of which is filed as Exhibit 10.2 to this Report and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

(a) Announcement of December Sales Results

     In its January 8, 2009 press release, the Company announced the sales results of the Company’s operations for the month of December.

     A copy of the press release is furnished as Exhibit 99.1 and is attached to this Report. The information presented therein shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject the Company to liability pursuant to that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as expressly stated by specific reference in such a filing.

(b) Investor Relations Call

     On January 8, 2009, the Company made a recorded investor presentation available to the public via the Company’s investor relations telephone line regarding the retirement and resignation of Scott A. Edmonds, the appointment of David F. Dyer as President and Chief Executive Officer, and the Company’s December sales results. The recorded investor presentation will remain available via the investor relations line for approximately four weeks.

     A copy of the transcript of the recorded message is furnished as Exhibit 99.2 and is attached to this Report. The information presented therein shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject the Company to liability pursuant to that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly stated by specific reference in such a filing.

Item 8.01 Other Events.

     The Company announced in its January 8, 2009 press release that Ross E. Roeder, who had been the Lead Director of the Company, assumed the role of Non-Executive Chairman of the Board. In light of the fact that the Chairman of the Board of the Company is independent, the Company will not have a separate Lead Director.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1	Letter Agreement and Release, dated as of January 7, 2009, between Chico’s FAS, Inc. and Scott A. Edmonds.
10.2	Letter Agreement, dated as of January 7, 2009, between Chico’s FAS, Inc. and David F. Dyer.
99.1	Chico’s FAS, Inc. Press Release, dated January 8, 2009.
99.2	Transcript of recorded investor presentation made by Chico’s FAS, Inc. on January 8, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CHICO’S FAS, INC.
By:	/s/ Kent A. Kleeberger
	Name:	Kent A. Kleeberger
	Title:	Executive Vice President — Finance, Chief Financial Officer and Treasurer

Dated: January 8, 2009

INDEX TO EXHIBITS

Exhibit No.		Description
	10.1	Letter Agreement and Release, dated as of January 7, 2009, between Chico’s FAS, Inc. and Scott A. Edmonds.
	10.2	Letter Agreement, dated as of January 7, 2009, between Chico’s FAS, Inc. and David F. Dyer.
	99.1	Chico’s FAS, Inc. Press Release, dated January 8, 2009.
	99.2	Transcript of recorded investor presentation made by Chico’s FAS, Inc. on January 8, 2009.

EX-10.1

Exhibit 10.1

Execution Copy

January 7, 2009

Scott A. Edmonds
c/o Chico’s FAS, Inc.
11215 Metro Parkway
Ft. Myers, Florida 33912

Dear Scott:

Reference is made to your employment agreement with Chico’s FAS, Inc. (the “Company”), dated December 29, 2003, as amended on June 22, 2004 and December 19, 2008 (the “Employment Agreement”). We understand that you have determined to resign as an officer and director of the Company. This letter (the “Letter”) addresses certain matters arising under your Employment Agreement and otherwise in connection with your separation from employment with the Company. Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the Employment Agreement.

     1.     Separation from Employment. Your separation from employment will be effective as of January 7, 2009 (the “Separation Date”) and as of such date you shall cease to be employed by the Company in any capacity and you shall resign from all executive positions you then hold with the Company and its subsidiaries. Your resignation as a member of the Board of Directors of the Company (as well as of the Board of Directors of any of the Company’s subsidiaries) shall be effective as of the Separation Date. Notwithstanding anything in the Employment Agreement to the contrary, in consideration of your execution of this Letter, and as further provided herein, the parties agree that your resignation from the Company (i) shall be treated under the Employment Agreement as a “Termination By Employer Without Good Cause” pursuant to Section 8(d) of the Employment Agreement and an involuntary termination by the Company without cause for purposes of any other Company benefit plan or arrangement (including your Accrued Amounts), (ii) shall constitute a “separation from service” within the meaning of Section 409A of the Code as of the Separation Date, and (iii) shall not be subject to any prior notice provisions under the Employment Agreement. The Company shall continue to pay you at your current rate of basic salary and benefits through the Separation Date, in accordance with the Company’s payroll practices.

     2.     Payments Due Under the Employment Agreement. (a) Pursuant to Section 8(d) of the Employment Agreement, and conditioned on your execution of the release attached as Exhibit A to this Letter on the Separation Date and such release becoming effective pursuant to its terms on January 15, 2009 (such date being the “Effective Date” so long as you do not exercise your right to revoke such release on or before January 14, 2009), the Company shall pay you (subject to the payment delay provided for in the succeeding sentence) an aggregate of $4,376,000 (the “Separation Amount”), which represents two times the sum of (i) your current annual salary ($1,094,000) (“Basic Salary”) and (ii) your target bonus for the fiscal year ending January 31, 2009 (100% of Basic Salary). As provided for in Section 8(d) of the

Employment Agreement, the Separation Amount shall be paid to you or your estate (as the case may be), by wire transfer to an account designated by you or your legal representative in advance, on the earlier of the date which is six (6) months and one (1) day following the Separation Date or your death (the “409A Payment Date”). You shall also receive a pro-rata bonus, to the extent a bonus would otherwise be payable, for the applicable bonus period ending January 31, 2009, calculated in accordance with Section 8(b)(ii)(B) of the Employment Agreement (the “Pro Rata Bonus”), with such payment to be made to you in 2009 if and when fiscal year 2008 bonuses are paid to other executives of the Company. There shall be deducted from the payment of the Separation Amount and Pro Rata Bonus all applicable federal, state and local withholding taxes and other appropriate deductions.

     3.     Benefit Coverage Under the Employment Agreement. On and after the Effective Date, the Company shall provide you with continued health benefits for you and your dependents as provided under Sections 8(b)(ii)(C) and 8(d) of your Employment Agreement, either in the form of continued coverage or, if such continued coverage would be a taxable benefit, in the form of lump sum payment provided for under Section 8(b)(ii)(C) thereof. The provisions of Section 3(d) of the Employment Agreement shall apply to the reimbursement for costs, expenses or in-kind benefits in connection with your termination of employment. In the event that the Company changes to a partially or fully self-insured health plan during the coverage period that would be taxable to you under Section 105(h) of the Code, the parties mutually agree to negotiate in good faith at such time and to take commercially reasonable actions with the goal of providing that you shall not be subject to taxation for such continued health coverage.

     4.     Treatment of Equity Awards. (a) You have been granted stock options to purchase shares of common stock of the Company (the “Options”) pursuant to the terms of the Chico’s FAS, Inc. Omnibus Stock and Incentive Plan (the “Stock Incentive Plan”), as follows:

	Vested
	Options		Number of		Exercise
	as of		Unvested		Price Per		Remaining Vesting
Grant Date	1/7/2009		Options		Share		Dates
2/24/2003		50,000		0	$	8.80
12/4/2003		100,000		0	$	17.325
2/2/2004		133,334		0	$	18.665
1/31/2005		187,500		0	$	26.34
1/31/2006		60,000		30,000	$	43.56
3/9/2007		30,000		60,000	$	22.47	3/9/2009, 3/9/2010
3/7/2008		0		90,000	$	7.42	3/7/2009, 3/7/2010, 3/7/2011

     (b) you have been granted restricted shares of common stock of the Company (the “Restricted Shares”) pursuant to the terms of the Stock Incentive Plan, as follows:

	Number of
	Unvested Out-
	Standing Restricted
Grant Date	Shares		Vesting Dates
1/31/2006		10,000	1/31/2009
3/9/2007		20,000	3/9/2009; 3/9/2010
6/8/2007		16,667	6/8/2009; 6/8/2010
3/7/2008		30,000	3/7/2009; 3/7/2010; 3/7/2011

     (c) As of the Effective Date, and as provided for the Employment Agreement, the Options and Restricted Shares shall be fully vested and in the case of the Options, fully exercisable until the earlier to occur of the ninetieth (90^th) day following the Separation Date or the original expiration date of the Options as set forth in the Stock Incentive Plan or applicable Option agreements.

     5.     Outplacement Services. As provided for in Section 8(b)(ii) of the Employment Agreement, the Company shall provide you with executive outplacement assistance for one (1) year after the Separation Date.

     6.     Accrued Benefits. As provided for in Section 8(a)(i) of the Employment Agreement, the Accrued Amounts shall be paid within sixty (60) days of the Separation Date, with any bonus amount to be paid as it would otherwise have been paid in the normal course. In addition, following the Separation Date, you will be entitled to receive vested amounts payable to you under the Company’s 401(k) plan, Nonqualified Deferred Compensation Plans and other retirement and deferred compensation plans in accordance with the terms of such plans and applicable law.

     7.     Employment Agreement Provisions. Notwithstanding your separation from employment, your rights and obligations under the following provisions of the Employment Agreement shall remain in full force and effect: Section 10 (“Confidentiality”), Section 11 (“Noncompetition and Nonsolicitation”), Section 12 (“Specific Performance”), Section 13 (“Excise Taxes”), Section 15 (“Indemnification”), Section 16 (“Liability Insurance”), Section 18 (“Arbitration”) and Section 21 (“Binding Effect; Assignment”). The Company confirms that, as of the Separation Date, it has in compliance with the Employment Agreement arranged for and has in place directors and officers insurance coverage for you following the Separation Date.

     8.     Press Release. You and the Company agree that the Company shall issue a press release announcing your resignation promptly after the date hereof and that any further press releases and/or governmental filings with regard to the topics covered therein shall be consistent therewith. The Company agrees to provide you with an opportunity to review and comment upon the content of the press release a reasonable period in advance of its issuance, and to consider your comments in good faith before finalizing the press release.

     9.     Personal Effects. The Company shall cooperate with the Executive and permit the Executive to remove or direct the removal of his personal papers and possessions and effects from his office.

     10.     Cooperation in Transition.

     (a) The Executive agrees to be reasonably available, through March 31, 2009, to provide reasonable transition assistance to the Company; provided, that such assistance shall not require a significant expenditure of time or otherwise result in Executive’s provision of services to the Company that would otherwise affect his “separation from service” as of the Separation Date for purposes of Section 409A of the Code. The Company agrees to promptly reimburse the Executive for reasonable expenses incurred by him in connection with his cooperation pursuant to this paragraph.

     (b) The Executive agrees that, in the event he is subpoenaed or otherwise required by any person or entity (including, but not limited to, any government agency) to give testimony or produce documents (in a deposition, court proceeding or otherwise) which in any way relates to the Executive’s employment by the Company, he will, to the extent not legally prohibited from doing so, give prompt notice of such request to the General Counsel of the Company so that the Company may contest the right of the requesting person or entity to such disclosure before making such disclosure. Nothing in this provision shall require the Executive to violate his obligation to comply with valid legal process.

     (c) The Company agrees that payment by the Company of any amounts to the Executive under the terms of this Letter and the Employment Agreement, other than the reimbursement obligations set forth in this Section 10, shall not be conditioned upon compliance by the Executive with the foregoing paragraphs (a) and (b).

     11.     Attorney’s Fees. The Company shall reimburse you for your reasonable attorney’s fees incurred in connection with your separation from employment, with such amount to be paid to you on the 409A Payment Date.

     12.     No Mitigation/Settoff. The Executive shall not be required to mitigate the amount of any payment or benefit contemplated by Section 8 of the Employment Agreement or this Letter, nor shall any such payment or benefit described under those sections be reduced by any earnings or benefits you may receive from any other source. The Company’s obligation to pay you the amounts and benefits provided under the Employment Agreement and hereunder shall not be subject to set-off, counterclaim or recoupment of amounts owed by the Executive to the Company or its affiliates.

Signature:	/s/ Scott A. Edmonds	Date:	January 7, 2009
	Scott A. Edmonds

CHICO’S FAS, INC.
By:	/s/ Ross Roeder	Date:	January 7, 2009
Title:	Chairman of the Board

EXHIBIT A
TO
EMPLOYMENT AGREEMENT WITH SCOTT A. EDMONDS
DATED AS OF SEPTEMBER 3, 2003
RELEASE

     WHEREAS, Scott A. Edmonds (the “Executive”) is an employee of Chico’s FAS, Inc., (the “Company”) and is a party to the Employment Agreement dated as of September 3, 2003 (the “Agreement”);

     WHEREAS, the Executive’s employment has been terminated and such termination has been treated by the parties as a “Termination By Employer Without Good Cause” pursuant to section 8(d) of the Agreement; and

     WHEREAS, the Executive is required to sign this Release in order to receive the payment of any compensation under Section 8 of the Agreement following termination of employment (other than to receive amounts earned and accrued prior to such termination).

     NOW, THEREFORE, in consideration of the promises and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the Executive agrees as follows:

     1.     This Release is effective on the date hereof and will continue in effect as provided herein.

     2.     In consideration of the payments to be made and the benefits to be received by the Executive pursuant to the Agreement as set forth in Section 2 of the letter agreement (the “Letter Agreement”) dated January 7, 2009 (collectively, the “Release Consideration), which the Executive acknowledges are in addition to payments and benefits to which the Executive would be entitled but for the Agreement, the Executive, for the Executive and the Executive’s dependents, successors, assigns, heirs, executors and administrators (and their respective legal representatives of every kind), hereby releases, dismisses, remises and forever discharges the Company, its predecessors, parents, subsidiaries, divisions, related or affiliated companies, officers, directors, stockholders, members, employees, heirs, successors, assigns, representatives, agents and counsel (collectively the “Released Party”) from any and all arbitrations, claims (including claims for attorneys’ fees), demands, damages, suits, proceedings, actions and/or causes of action of any kind and every description, whether known or unknown, which the Executive now has or may have had for, upon, or by reason of any cause whatsoever up to the date the Executive signs this Agreement (“Claims”), against the Released Party, including but not limited to:

     (a)     any and all Claims arising out of or relating to Executive’s employment by or service with the Company and the Executive’s termination from the Company;

     (b)     any and all Claims of discrimination, including, but not limited to, Claims of discrimination on the basis of sex, race, age, national origin, marital status, religion or handicap, including, specifically, but without limiting the generality of the foregoing, any Claims under the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act; and

     (c)     any and all Claims of wrongful or unjust discharge or breach of any contract or promise, express or implied. Notwithstanding the foregoing, nothing herein shall be considered as releasing the Released Party from:

          (i)     its obligations to pay and/or provide the Release Consideration or as an agreement by the Executive not to file a lawsuit to enforce the payment and/or providing of the Release Consideration;

          (ii)     any rights that the Executive may have to indemnification and directors and officers liability insurance coverage;

          (iii)     the Executive’s right to enforce the terms of the Agreement and the Letter Agreement; and

          (iv)     any rights that cannot be waived by applicable law.

     3.     The Executive acknowledges and agrees that no further sums are owed to him by the Company or any of the Released Parties arising out of or relating to Executive’s employment with the Company, except as expressly provided in the Agreement, the Letter Agreement, or with respect to the Accrued Amounts.

     4.     The Executive represents that he has not filed against the Company or any of the Released Parties any complaints, charges or lawsuits arising out of his employment by the Company, or any other matters arising on or prior to the date he signed this Release. Executive covenants and agrees that he will not seek any personal recovery against the Company or any of the Released Parties arising out of any of the matters released in this Release.

     5.     The Executive understands and acknowledges that the Company does not admit any violation of law, liability or invasion of any of the Executive rights and that any such violation, liability or invasion is expressly denied. The consideration provided

for this Release is made for the purpose of settling and extinguishing all Claims and rights (and every other similar or dissimilar matter) that the Executive ever had or now may have against the Company to the extent provided in this Release. The Executive further agrees and acknowledges that no representations, promises or inducements have been made that the Company other than as appear in the Agreement.

     6.     The Executive further agrees and acknowledges that:

          (a)     the Release provided for herein solely releases Claims up to and including the date of execution of this Release;

          (b)     the Executive has been advised by the Company to consult with legal counsel prior to executing this Release, has had an opportunity to consult with and to be advised by legal counsel of the Executive’s choice, fully understands the terms of this Release, and enters into this Release freely, voluntarily and intending to be found;

          (c)     the Executive has been given a period of more than 21 days to review and consider the terms of this Release prior to Executive’s execution (as Executive acknowledges and agrees that the substantial form of this Release was originally provided to him for his review in the Employment Agreement and that subsequent negotiations, material or immaterial, did not restart the 21 day review period); and

          (d)     the Executive may, within 7 days after execution, revoke this Release. Revocation shall be made by delivering a written notice of revocation to the Chief Financial Officer at the Company. For such revocation to be effective, written notice must be actually received by the Chief Financial Officer at the Company no later than the close of business on the 7th day after the Executive executes this Release. If the Executive does exercise the Executive’s right to revoke this Release, all of the terms and conditions of the Release shall be of no force and effect and the Company shall not have any obligation to make payments or provide benefits to the Executive as set forth in Sections 8 of the Agreement.

     7.     The Executive waives and releases any Claims that the Executive has or may have to reemployment after January 7, 2009.

IN WITNESS WHEREOF, the Executive has executed and delivered this Release on the date set forth below.

Dated:	January 7, 2009
/s/ Scott A. Edmonds
Executive

EX-10.2

Exhibit 10.2

January 7, 2009

Mr. David F. Dyer
300 Beach Drive N.E.
Apt. 2801
St. Petersburg, FL 33701

Dear Dave:

Please let this letter serve as an offer to join Chico’s FAS, Inc (the “Company” or “Chico’s”). Your signature where indicated will signify your acceptance of that offer. The following will outline the specifics:

Title:	President and Chief Executive Officer
Reporting to:	The Board of Directors
Base Salary:	$950,000.00 annually
Start Date:	January 7, 2009
Incentive Bonus:	Range: 0-175% of base salary earned during the annual bonus period, which is contingent upon the achievement of certain performance measures and goals consistent with goals for other Chico’s executives such as Earnings Per Share, Comparable Store Sales, Return On Invested Capital that are set at or near the beginning of each year by the Company’s Compensation and Benefits Committee (the “Plan”). The Target Bonus is 100% of base salary; threshold is 25%. Company performance below levels established, however, will result in no bonus payout. Achievement of results beyond the Plan level may pay up to 175% of base salary actually earned during the year. Payouts normally occur at or around the time of our earnings release in early March. The terms of the bonus, including eligibility, payouts and objectives, may be modified from time to time.
Stock Options:	A one-time grant of 600,000 non-qualified stock options with a grant date consistent with the Company’s procedures for equity grants and a grant price as follows:

• 200,000 options with an exercise price equal to the closing price of the Company’s stock on the grant date,

• 200,000 options with an exercise price equal to 125% of the closing price of the Company’s stock on the grant date, and

• 200,000 with an exercise price equal to 150% of the closing price of the Company’s stock on the grant date.

	These options will vest over a 3-year period with one-third of each tranche vesting each year on the anniversary of the grant date and have a seven-year term. These options are intended to be a multi-year grant. Therefore, unless the Board of Directors determines otherwise, no additional options will be granted for 3 years. Details of your option award will be set forth in a separate grant certificate.
Performance Shares:	The opportunity to earn shares of the Company’s common stock, contingent upon the achievement of certain performance measures and goals over a three-year period (2009-2011) as determined by the Company’s Compensation and Benefits Committee. The Target number of shares is 300,000 with a range of 0-133% of Target depending on the level of the achievement of the performance measures and goals over the stated period. Details of your performance share award will be set forth in a separate grant certificate.
Severance and Change of Control:	If you are involuntarily terminated without “Cause,” or in the event of a “Change of Control” resulting in your voluntary termination with “Good Reason,” you may be entitled to the severance benefits set forth in Exhibit A to this letter. Eligibility and key terms are defined in Exhibit A. As a condition to receive the benefits listed in Exhibit A, you agree to execute the Company’s Form of Waiver and Release substantially in the form of the agreement attached as Exhibit B to this letter, Both parties acknowledge the inclusion of Restrictive Covenants, including a non-competition covenant and a non-raiding covenant, in Exhibit B.
Death/Disability:	In the event of your death or permanent disability, you will be entitled to the benefits set forth in Exhibit A to this letter. “Permanent

	Disability” shall mean “disabled” as defined in Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the “Code”).
Restrictive Covenants:	In the event you violate any applicable restrictive covenant as set forth in Exhibit B to this letter, you agree to the immediate forfeiture of any unvested equity grants and the cancellation of all outstanding option grants. You also agree that any gains on option exercises within 6 months of the violation of the restrictive covenant are subject to claw-back. Forfeiture of equity grants and option gains may also apply in the event grounds for a “cause” termination are uncovered during the severance period.
409A Compliance:	Notwithstanding any provisions of this letter to the contrary and, to the extent applicable, this letter shall be interpreted, construed, and administered (including with respect to any amendment, modification, or termination of the letter), in such a manner so as to comply with the provisions of Code Section 409A and any related Internal Revenue Service guidance promulgated thereunder. In addition, for purposes of this letter, each amount to be paid or benefit to be provided to you pursuant to the letter, which constitutes deferred compensation subject to Code Section 409A, shall be construed as a separate identified payment for purposes of Code Section 409A.
Delayed Payment:	Notwithstanding anything in this letter to the contrary, in the event the you are a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i) of the Code), to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, any payment due and payable to the you hereunder as a result of your severance from service with the Company shall not be made before the date which is six (6) months after such severance from service.

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

Group Insurance Plan:	Medical/Dental/Vision
	Notwithstanding anything in this letter to the contrary and regardless of the reason for your termination from the Company, you will eligible to receive continued health insurance benefits post-termination until you reach the age of 67; provided that you pay both the employee and

	employer portion of premium post-termination, and provided further that (i) benefits will be discontinued if and when you receive similar benefits from another employer, and (ii) Chico’s will not be obligated to provide health benefits to you if it no longer maintains a group health plan.
	Eligibility Date: Effective the first day of your active employment.
Life Insurance:	Chico’s provides term insurance equal to 1X your base salary; in addition Chico’s provides accidental death and dismemberment insurance equal to 1X your base salary. Supplemental insurance is available for purchase.
	Eligibility Date: Effective the first day of your active employment.
401(k) Plan:	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. You will be able to roll over existing qualified funds immediately.
	Eligibility Date: First quarter after 12 months of employment.
Deferred
Compensation Plan:	As a highly compensated associate of Chico’s, you will have the opportunity to participate in the Chico’s Deferred Compensation Plan and to defer pre-tax compensation (less applicable FICA/Medicare tax withholding). You may defer up to 80% of your base salary payable during 2009, and up to 100% of your bonus paid for 2009, payable in March 2010 in accordance with the terms of the plan.
	Eligibility Date: Immediately upon hiring.
Stock Purchase Plan:	To the extent made available to other officers of Chico’s, the opportunity to purchase Chico’s stock directly from the Company for a discount, two times a year, in March and September.
	Eligibility Date: First offering period following one year of employment.

We hope you view this opportunity as a chance to have a positive impact on Chico’s while enjoying a challenging and rewarding career. Nonetheless, please understand that Chico’s FAS, Inc. is an at-will employer, meaning that either you or Chico’s (subject to severance benefits outlined in Exhibit A) are free to end the employment relationship at any time, with or without notice or cause.

Please indicate your acceptance of our offer by signing below and returning to my attention. By signing this letter you warrant your acknowledgement the at-will nature of our relationship, and that you are not a party to any agreement that would bar or limit the scope of your employment with Chico’s.

Dave, we are looking forward to having you on our Chico’s 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 call me at your convenience.

Very truly yours,

/s/ Ross Roeder

Ross Roeder
Chico’s FAS, Inc.

Accepted by:

/s/ David F. Dyer	January 7, 2009
David F. Dyer	Date

EXHIBIT A

In the event of your involuntary termination without Cause, as defined below, other than a termination within 24 months following a Change in Control (defined below), you will be entitled to the following:

1)	If termination occurs within the first year of employment, payments equal to two (2) times the sum of base salary and target bonus, payable in monthly installments over two years. Payments will commence on the thirty-fifth (35th) day following your termination of employment, provided that (i) you have executed the waiver and release agreement, and (ii) the required revocation period has expired.
2)	If termination occurs after the first year of employment, payments equal to the sum of base salary and target bonus, payable in monthly installments over one year. Payments will commence on the thirty-fifth (35th) day following your termination of employment, provided that (i) you have executed the waiver and release agreement, and (ii) the required revocation period has expired.
3)	A pro-rated bonus for the applicable bonus period based on actual company performance that would otherwise have been payable to you. Payments will be made after year-end results are measured, but in no event later than two and one-half months after the end of the year.
4)	A pro-rata vesting of stock options based on the amount of time worked through termination date. You may exercise any vested options for three years after termination or the remaining term of the options, whichever is less.
5)	A pro-rata number of Performance Shares based on the shares that would have been earned at end of original performance period, pro-rated based on time worked through termination date. These shares will be paid as soon as possible after the end of the original performance period, but in no event later than two and one-half months after the end of such performance period.
6)	Continued health insurance coverage until age 67 provided that you pay both the employee and employer portion of premium post-termination, and provided further that (i) benefits will be discontinued if an when you receive similar benefits from another employer, and (ii) Chico’s will not be obligated to provide health benefits to you if it no longer maintains a group health plan; all other benefits continued for one year post-termination.

7) All severance benefits are specifically conditioned on the Company receiving a signed waiver and release agreement from you as well as your continued compliance with the restrictive covenants.

“Cause” shall mean the occurrence of any of the following:

1)	Your conviction of, or entering a plea of no contest to, any felony;
2)	Your conviction of, or entering a plea of no contest to, any crime related to your employment by the Company, but specifically excluding traffic offenses;
3)	Your continued willful neglect of, refusal to perform, or gross negligence concerning, your duties, or engaging in willful misconduct in the performance of your duties, which has a material adverse affect on the Company;
4)	Your willful failure to take actions that are permitted by law and necessary to implement policies of the Company’s Board of Directors which the Board of Directors has communicated to you in writing, provided that minutes of a Board of Directors meeting that are provided to or made available to you shall be deemed communicated to you;
5)	Your material breach of the terms of the attached letter agreement; or,
6)	Drug or alcohol abuse by you, but only to the extent that such abuse has an obvious and material adverse affect on the Company or on the performance of your duties and responsibilities under this Agreement.

provided; however, that Cause shall not be found in any of the circumstances set forth above (other than in subparagraph (1), or (2) above or where the basis for the Cause determination is incapable of being cured) unless the relevant act or failure to act is not cured by you within ten (10) business days after the Company gives you written notice setting out a clear description of the circumstances alleged by the Company to constitute Cause hereunder.

In the event of your involuntary termination without Cause, or your voluntary termination with “Good Reason,” as defined below, in either case within 24 months following a Change in Control (CIC), you will be entitled to the following:

1) An amount equal to two (2) times the sum of base salary and target bonus, payable in a lump sum. Payments will be made on the thirty-fifth (35^th) day following your

	termination of employment, provided that (i) you have executed the waiver and release agreement, and (ii) the required revocation period has expired.
2)	A pro-rata vesting of stock options based on the amount of time worked through termination date. You may exercise any vested options for three years after termination or the remaining term of the options, whichever is less.
3)	Performance Shares — Upon a CIC, any unvested performance shares will be converted, without pro-ration, to time vested restricted stock units, with the number of restricted stock units based upon performance to the date of the CIC. In the event of your involuntary termination without “Cause” or your termination with “Good Reason,” as defined below, in either case within 24 months following the CIC, vesting of these restricted stock units will be accelerated and you will receive delivery of the shares within 60 days following such termination of employment.

“Good Reason” shall mean, without your express written consent, the occurrence of the following events, unless such events are corrected in all material respects by the Company within 30 days of your written notification to us that you intend to terminate your employment for “Good Reason and provided that you gave the Company notice within 90 days of the initial existence of such conditions:”

1)	Any material reduction in your then current titles or positions, or a material reduction in your then current duties or responsibilities; or
2)	Your failure to be re-elected or re-appointed to the Company’s Board of Directors.

In the event of your death or “Permanent Disability”, as defined in Section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the “Code”), You or your beneficiaries will be entitled to the following:

1)	All accrued but unpaid compensation.
2)	A pro-rata vesting of stock options based on the amount of time worked through your last date of employment. You or your beneficiaries may exercise any vested options for one year after your death or Permanent Disability or the remaining term of the options, whichever is less.
3)	Continued health insurance coverage until age 67 (or, in the case of death, until executive would have reached age 67) as set forth in the Letter; such benefits to be mitigated by similar benefits provided by new employer; all other benefits continued for one year post-termination.

A “Change in Control” shall mean:

A)	any “person” or “group” as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (“Act”) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding securities;
B)	during any one-year period, individuals who at the beginning of such period constitute the Board of Directors, and any new director who is elected or nominated by the Board by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the one-year period or whose election or nomination was previously so approved, cease to constitute at least a majority of the Board;
C)	a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the surviving entity or its ultimate parent outstanding immediately after such merger or consolidation; or
D)	the sale or disposition of all or substantially all of the Company’s assets.

Provided that a “Change in Control” shall not be deemed to have occurred unless it is a “change in control” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations.

EXHIBIT B

Confidential Executive Separation Agreement And Release

     This Confidential Executive Separation Agreement and Release (“Agreement”) is entered into between Chico’s FAS, Inc., its subsidiaries and affiliates, including but not limited to Chico’s Retail Services, Inc., White House | Black Market, Inc., Chico’s Distribution Services, LLC, SOMA by Chico’s, LLC and FitAppCo, LLC (collectively referred to in this Agreement as the “Company”) and ___(“Executive”).

     Executive’s employment by Company as its ___has been terminated effective ___(“Termination Date”). Company and Executive wish to provide for the payment of severance pay to Executive and the final settlement of all claims that Executive may have against Company and any of the other Released Parties named in this Agreement, including but not limited to claims arising out of his employment by Company and claims alleging an ownership interest in Company. Therefore, Company and Executive agree as follows:

1. Termination of Employment

     Executive acknowledges that his employment by Company has been terminated effective at the close of business on the Termination Date. He acknowledges that he has received all of his accrued salary and vacation pay up to and including that date. He shall not receive or accrue any salary or benefits after that date.

2. Severance Payments

     Company shall pay Executive severance payments and benefits in the amount and manner outlined in the Letter Agreement dated January 7, 2009.

3. General Release

     In exchange for the payments described in paragraph 2 above, Executive, on behalf of himself, his heirs, executors, administrators, successors and assigns, releases and waives any claims, charges, complaints, liabilities, obligations, promises, agreements, causes of action, rights, costs, losses, debts and expenses of any nature whatsoever, known or unknown, of any kind that he or his heirs, executors, administrators, successors and assigns had, now have or hereafter can, will or may have (either directly, indirectly, derivatively or in any other representative capacity) by reason of any matter, fact or cause whatsoever (the “Claims”) against, (a) Company and its subsidiaries and affiliates, including but not limited to Chico’s Retail Services, Inc., White House | Black Market, Inc., Chico’s Distribution Services, LLC, SOMA by Chico’s, LLC and FitAppCo, LLC; (b) the owners, shareholders, employees, officers, managers, supervisors, directors, agents, attorneys, partners, joint ventures, predecessors, successors and assigns of Company and its subsidiaries and affiliates; and (c) the employee benefit plans and plan administrators and fiduciaries of Company and its subsidiaries and affiliates (collectively referred to in this Agreement as the “Released Parties”) from the beginning of time through the date upon which he signs this Agreement. Notwithstanding the foregoing, nothing herein shall be considered as releasing; (i) any rights that Executive may have to indemnification and directors and officers liability insurance coverage; (ii) Executives’ right to enforce the terms of this Agreement; (iii) any rights that cannot be waived under applicable law; or (iv) any rights to workers’ compensation or unemployment insurance benefits.

     This General Release waives all Claims of any kind that Executive may have against the Released Parties from the beginning of time through the date upon which Executive signs this Agreement, including any Claim arising out of

(a) Executive’s employment by Company or the termination of that employment; (b) an alleged ownership interest in Company; (c) any express or implied contract; (d) any public policy violation or other tort; (e)any federal, state or local constitution, statute, regulation or ordinance (including statutory attorneys’ fees); or (f) any other law of any kind. It expressly waives all Claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Worker Retraining and Notification Act, the Employee Retirement Income Security Act, and the Florida Civil Rights Act of 1992 (often referred to as the Florida Civil Human Rights Act). Executive represents that he has not filed against the Company or any of the Released Parties any complaints, charges or lawsuits arising out of his employment by the Company, or any other matter arising on or prior to the date he signs this Agreement. Executive covenants and agrees that he will not seek any personal recovery against the Company or any of the Released Parties arising out of any of the matters set forth in this paragraph 3.

4. Knowing and Voluntary Waiver

     By signing this Agreement, Executive acknowledges the following:

     (a) He has read and understands this Agreement.

     (b) He understands that the General Release set forth above waives rights or claims arising under the Age Discrimination in Employment Act.

     (c) He understands that he is not waiving any rights or claims under the Age Discrimination in Employment Act that may arise after the date on which he signs this Agreement.

     (d) He was not already entitled to the severance payments described above, and they are consideration in exchange for his waiver of rights or claims in this Agreement.

     (e) He is advised that he should consult with an attorney prior to signing this Agreement.

     (f) He understands that he has a period of 21 days to consider this Agreement before signing it.

     (g) He understands that he has a right to revoke this Agreement for seven days after signing it, and that it will not become effective or enforceable until that period has expired. To be effective, any revocation must be, in writing, to the Chief Human Resources Officer for the Company, and state, “I hereby revoke my acceptance of our Confidential Executive Separation Agreement and Release.” The revocation must be personally delivered to the Chief Human Resources Officer for the Company, or his designee, or mailed to the Chief Human Resources Officer for the Company and postmarked within seven calendar days of execution of this Agreement. This Agreement and General Release shall not become effective or enforceable until the revocation period has expired.

     (h) Revisions to this Agreement do not restart the 21 period set forth in this Section.

5. No Assignment of Claims

     Executive represents and warrants that he has not transferred or assigned to any other person or entity any of the claims that are waived or released by him in the General Release set forth above.

6. Non-Disclosure and Code of Ethics Agreements

     Executive acknowledges that he has surviving obligations under the Code of Ethics and the Non-Disclosure Agreement that he previously signed, which are incorporated into this Agreement by reference, and he agrees to comply with all of such obligations. Executive acknowledges that the Non-Disclosure Agreement prohibits him from using or disclosing, in any way, information relating to the compensation or contact information of current or former employees of the Company.

7. Employment with a Competitor

     Executive understands if he begins to work for a Direct Competitor of the Company, as an employee, director, or contractor, within twelve months from the Effective Date of this Agreement, he must immediately notify the Chief Human Resources Officer for the Company. Executive also understands if he does begin such work, all remaining severance payments under Section 2, above, will end. For the purposes of this Agreement, Direct Competitors of the Company are specifically defined as ___, ___, ___and ___. [Company to insert named competitors].

8. Confidentiality

     Executive agrees that he will not disclose the terms of this Agreement to anyone except his accountant or attorney, unless he is required to do so by law or court order. He further agrees that any disclosure of such terms by his accountant or attorney will be deemed to be a breach of this covenant. Because a breach of this covenant would result in damages that would be extremely difficult to ascertain or calculate, liquidated damages in the sum of $10,000 shall immediately be due from Executive to Company if this covenant is breached.

9. No Disparagement

     Executive agrees that he will not disparage Company or any of the other Released Parties in any communication, or make any statements that will reflect negatively on or harm the business interests of any of them.

10. No Raiding

     Executive agrees that, for one year following the Effective Date of this Agreement, he will not solicit or attempt to persuade any employee, consultant, representative or agent of Company or any of its subsidiaries or affiliates to terminate his or her employment or relationship with Company or its subsidiary or affiliate. Executive acknowledges that the purpose of this covenant is to enable Company and its subsidiaries and affiliates to maintain a stable workforce in order to remain in business, and that it would disrupt, damage, impair and interfere with their business if he were to engage in such solicitation.

11. Return of Company Property

     Executive acknowledges that he is required to return to Company all property belonging to Company or its subsidiaries or affiliates, and he agrees to do so promptly. This includes, but is not limited to, equipment, keys, credit cards, files, records, documents, notes, computer records, intellectual property and proprietary information of any kind. He further acknowledges that he is not permitted to remove such property from the premises of Company or its subsidiaries or affiliates or retain it in his possession, and he agrees not to do so.

12. Restrictive Covenants

     Executive agrees that should he violate any of the Restrictive Covenants outlined in Paragraphs 6, 7, 9 and 10, herein, any unvested equity grants will be immediately forfeited and all outstanding option grants will be cancelled. He further acknowledges that any gains on option exercises within six months of the violation of the Restrictive Covenant are subject to claw-back. These remedies are in addition to any and all other legal remedies.

13. Future Employment

     Executive agrees that he will not apply for employment with Company or any of its subsidiaries or affiliates at any time in the future.

14. Non-Admission of Liability

     Nothing in this Agreement shall be construed as an admission of liability by Company or any of the other Released Parties.

15. Cooperation

     Executive agrees that, if any legal action is threatened or commenced against Company or any of the other Released Parties, relating to events about which he has knowledge, he will cooperate fully with them in the defense of such action.

16. Entire Agreement

     With the exception of the Non-Disclosure Agreement and Code of Ethics referred to above, this Agreement contains the complete and exclusive agreement between Executive and Company related to the matters addressed herein, and it supersedes any other agreements for understandings between them, whether oral or in writing. Executive acknowledges that he has not relied on any oral representations concerning the effect of this Agreement.

17. Amendments and Waivers

     This Agreement may be amended or modified, and its provisions may be waived, only in a written instrument signed by Executive and Company.

18. Severability

     If any part of this Agreement is held to be unenforceable for any reason, the other parts of the Agreement will remain in effect.

19. Governing Law

     This Agreement shall be governed by and construed under the laws of the State of Florida, without regard to principles of conflict of laws.

20. Interpretation

     The rule of interpretation that ambiguities in an agreement are to be construed against the party that drafted it shall not apply to this Agreement.

21. Successors

     This Agreement shall be binding upon and inure to the benefit of the parties and their heirs, successors and assigns.

22. Counterparts

     This Agreement may be executed in counterparts, and every signed counterpart shall have the legal effect of an original document.

23. Attorneys’ Fees

     If any arbitration or other legal proceeding is commenced to enforce the terms of this Agreement, the prevailing party shall be entitled to the payment of its reasonable attorneys’ fees and costs in the proceeding by the losing party.

24. Effective Date

     This Agreement shall become effective upon the expiration of the seven-day revocation period provided for above, unless Executive revokes it during the revocation period.

EXECUTIVE
 

By:  

Dated: 

CHICO’S FAS, INC.
By:
	Manuel Jessup
	Chief Human Resources Officer
Dated:

EX-99.1

Exhibit 99.1

For Immediate Release

Executive Contact:
Robert C. Atkinson
Vice President
Investor Relations
Chico’s FAS, Inc.
(239) 274-4199

DAVID DYER APPOINTED CHICO’S FAS PRESIDENT AND CHIEF EXECUTIVE OFFICER

Scott Edmonds Retiring After 15 Years at Company

Ross Roeder Named Non-Executive Chairman

Company Announces December Sales

     Fort Myers, FL - January 8, 2009 - Chico’s FAS, Inc. (NYSE:CHS) announced today that David F. Dyer, who formerly served as President and Chief Executive Officer of both Tommy Hilfiger and Land’s End, has been appointed President and Chief Executive Officer of Chico’s FAS, Inc. Mr. Dyer, who has served on the Company’s Board of Directors since 2007, will remain a member of the Board. In his new roles, Mr. Dyer succeeds Scott A. Edmonds, who informed the Board on January 7 that he is retiring and submitted his resignation as an officer and director of the Company. Ross E. Roeder, who is currently the Company’s Lead Director, has been named Non-Executive Chairman of the Board.

     “Since becoming President in 2001, Scott has been instrumental in transforming Chico’s from a single concept retailer with 250 stores to an enterprise with three compelling brand concepts and 1,080 stores in 49 states,” said Mr. Roeder. “Under his leadership, Chico’s has become one of the premier women’s retailers in the country. Even in this difficult environment, we are well positioned to weather one of the worst retailing downturns in history, with no debt and significant cash resources. Having overseen the growth of the Company, established its strong financial position, and completed its operational transition from a single brand to a multi-brand, multi-channel retailer, Mr. Edmonds feels it is now time to hand the Company over to new leadership — and the Board agrees with this decision. “

     “It has been my great privilege to be a part of this exceptional company for the past 15 years,” said Mr. Edmonds. “While I will miss working with the outstanding group of talented and dedicated people we have, I know that Chico’s will be in excellent hands with Dave Dyer. Dave is a first-class retailer and has led two of the most respected apparel companies in the world. He has been a valuable member of our Board of Directors and I am committed to helping in any way I can to ensure a smooth transition. “

     “We are fortunate that David Dyer, one of the most respected and successful leaders in retailing, has agreed to assume the positions of President and Chief Executive Officer. His expertise in marketing and merchandising will help position Chico’s to prosper and grow in the future,” added Mr. Roeder.

Page 1 of 3

     Mr. Dyer, 59, has had a distinguished 35-year career in retail. He served as President, Chief Executive Officer and director of Tommy Hilfiger, Inc. from August, 2003 until its sale in May, 2006. Prior to that, he served as President and Chief Executive Officer of Lands’ End from November 1998 until its June 2002 sale to Sears Roebuck and Company. Following the sale, he joined Sears as Executive Vice President and a member of its Executive Committee, while retaining his responsibilities at Lands’ End. Mr. Dyer has also served as acting President of J. Crew and President and Chief Operating Officer of Home Shopping Network.

     Mr. Dyer began his career as an Executive Trainee at Burdines department stores in Miami, Florida where, over the next 17 years, he rose through the ranks to become Senior Vice President of Merchandising and Marketing. In addition to the Chico’s Board, he was previously a director of Tommy Hilfiger, ADVO, Inc., Land’s End and Home Shopping Network. He is a 1971 graduate of Vanderbilt University and was named a Distinguished Alumnus of the Vanderbilt School of Engineering in 2005.

     “I have great respect for Chico’s’ market position and leadership, and the work that Scott has done over the course of his 15 years at the Company to build it into a first rate retailer,” said Mr. Dyer. “I look forward to leading Chico’s through the challenges of the current environment to a bright and successful future. With three strong and well-defined brands, a clean balance sheet and an outstanding management team, I have every confidence we are positioned for long-term success.”

     Mr. Roeder, 70, has been a member of the Chico’s Board of Directors since 1997 and was named Lead Director in September 2007. He was Chairman of Smart and Final, Inc. from 1999 until 2007, and served as a director of SFI Corporation, the parent corporation of Smart and Final, from 1984 to 2007. From 1999 until 2004, Mr. Roeder also held the position of Chief Executive Officer of Smart and Final, Inc. From 1986 to 1998, Mr. Roeder served as a director of Morgan-Kaufman Publishers, Inc., a publisher of computer science text and reference books, and from 1993 to 1998, served as its Chairman of the Board. From 1986 until February 1993, Mr. Roeder was President and Chief Executive Officer of Federal Construction Company.

December Sales and Outlook

     Chico’s also reported that its net sales for the five-week period ended January 3, 2009, decreased 10.0% to $163.4 million from $181.6 million reported for the five-week period ended January 5, 2008. Comparable store sales decreased 12.4% for the five-week period ended January 3, 2009 compared to the same five-week period last year ended January 5, 2008.

     For the forty-eight weeks ended January 3, 2009, total net sales decreased 8.0% to $1.491 billion from $1.620 billion reported for the forty-eight week period ended January 5, 2008. Comparable store sales decreased 15.3% for the forty-eight week period ended January 3, 2009 compared to the forty-eight week period last year ended January 5, 2008.

     The Company said that its expected decrease in comparable store sales for December, combined with its efforts to be promotionally competitive and its intent to end the quarter with lowered targeted store inventory levels, is expected to result in lower gross margins than originally anticipated for the fourth quarter.

     The Company is a specialty retailer of private branded, sophisticated, casual-to-dressy clothing, intimates, complementary accessories, and other non-clothing gift items. The Company operates 1,080 women’s specialty stores, including stores in 49 states, the District of Columbia, the U.S. Virgin Islands and Puerto Rico operating under the Chico’s, White House | Black Market and Soma Intimates names. The Company has 623 Chico’s front-line stores, 41 Chico’s outlet stores, 330 White House | Black Market front-line stores, 19 White House | Black Market outlet stores, 72 Soma Intimates front-line stores and 1 Soma Intimates outlet store.

Page 2 of 3

Certain statements contained herein, including without limitation, statements addressing the beliefs, plans, objectives, estimates or expectations of the Company or future results or events constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements involve known or unknown risks, including, but not limited to, general economic and business conditions, and conditions in the specialty retail industry. There can be no assurance that the actual future results, performance, or achievements expressed or implied by such forward-looking statements will occur. Users of forward-looking statements are encouraged to review the Company’s latest annual report on Form 10-K, its filings on Form 10-Q, management’s discussion and analysis in the Company’s latest annual report to stockholders, the Company’s filings on Form 8-K, and other federal securities law filings for a description of other important factors that may affect the Company’s business, results of operations and financial condition. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that projected results expressed or implied in such statements will not be realized.

For more detailed information, please call (877) 424-4267 to listen to the Company’s monthly
sales information and investor relations line

Additional investor information on Chico’s FAS, Inc. including a presentation summarizing the
Company’s recent financial results is available on the Company’s website at
http://www.chicosfas.com

Page 3 of 3

EX-99.2

Exhibit 99.2

Pre-Recorded IR Call Script -

Bob Atkinson

Hello, and welcome to our call today, which will discuss both our sales results for the five- and forty-eight week periods ended January 3, 2009 but also today’s management transition announcement. This message was recorded on January 8, 2009 and is not updated after it is recorded. This information will remain available for approximately four weeks.

At the end of this message, we will be making an important forward-looking Safe Harbor statement that is incorporated into this message at this point. As usual on calls like this, I suggest you fully understand this disclaimer.

With me on the call today are Ross Roeder, Chico’s new non-executive Chairman of the Board and David Dyer, the company’s new President and Chief Executive Officer. And now, I’d like to turn the call over to Ross for a few comments.

Ross Roeder

Good morning.

Before we comment on our December results for the five-week period ended January 3, 2009, I would like to discuss an important management change that the Board made yesterday evening, which is disclosed in the announcement we distributed early this morning.

After 15 years with the Company, Scott Edmonds, who had been our Chairman, President and CEO, has decided to retire and has submitted his resignation as an officer and director of the Company.

With his departure, the Board has appointed current Board member David Dyer as Chico’s President and CEO, and I have assumed the position of non-executive Chairman.

Although many of you probably know Dave already, in terms of background, he brings an intimate understanding of the industry, deep executive experience at leading companies like Tommy Hilfiger and Lands’ End, expertise in marketing and merchandising, and a reputation as an exceptional strategist and tactician. He has also served on the Chico’s Board for the past year and a half. All of these experiences make him ideal to lead us through the challenges of the current environment to a bright and successful future.

As Chico’s continues to adapt to meet the challenges facing the retail industry, the Board is unanimous in its conviction that Dave is the right leader to build on the exceptional strengths of this great company and take the steps necessary to lead us

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forward. With that said, Dave would like to share a few remarks before we turn to our December sales figures. Dave?

David Dyer

Thank you, Ross. I am honored to be here, and I appreciate the confidence that Ross and the rest of the Board have placed in me. Having served as a Director for the past year and a half, I have a great respect for Chico’s market position and leadership.

I have been familiar with Chico’s for quite some time, having watched the Company grow from its Periwinkle roots to a national brand. As both a merchant and customer, I was in awe of both the personal service experience in the stores and the Company’s meteoric growth.

As a member of Chico’s Board for the last year and a half, I have been able to observe the greatness of this Company first hand. We have a wonderful group of associates dedicated to providing outstanding customer service, we have great merchandising and operating teams, we have three great brands, and we have a strong balance sheet with no debt and significant cash resources. While the challenge of the economy may seem overwhelming to some, I am confident that Chico’s will emerge a winner... with strong brands that can grow and prosper in the future.

I do not mean to minimize the task ahead of us. We know that the headwinds the economy is facing will most likely last through 2009. And so, we will be tightening our belts working hard to be more efficient and deliberate in everything we do, from expense control to inventory control, to store productivity to capital expenditures. As part of my top-to-bottom review of all of the Company’s operations, we will also look at our merchandising and marketing initiatives. While we need to look at every expense, we recognize that we have what most companies covet...a passionate customer base that is pulling for our success. It is up to us to give these customers fashion that excites them and to provide the outstanding customer service that brings them back to us time after time... all while delivering a superior return to our shareholders. And, we will make sure that we maintain our culture of customer service and entrepreneurship.

We have grown up as an entrepreneurial company. We have built strong business processes over the years that serve our company well, but at the same time, one of our goals will be to restore our heritage of creativity and calculated risk taking. Our strong processes will actually give us the ability to think outside of the box and to break from the norm when a business idea deserves immediate traction. Rather than only doing things incrementally better, we need to do better things as well.

If, for example, our current marketing campaigns are not producing the expected results, we will test new ideas. Even if we need to cut back inventory to be more in line with current business trends, we’ll still decide to take a shot on a key item, or a fashion trend, or an emerging category. If we decide to slow store growth due to economic

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factors, we will still work hard to find new construction and investment models that will allow us to take advantage of the great real estate opportunities that will be available to us in the future. Even while conserving cash, we still intend to invest to grow and improve our e-commerce abilities.

I believe we face the future from a position of strength. Our balance sheet, financial position, and loyal customer base give us the opportunity to increase market share and emerge as one of retailing’s great success stories when the economy once again turns favorable.

Now back to Ross for discussion on our December sales figures.

Ross Roeder

This morning, we reported that the Company’s net sales for the five-week period ended January 3, 2009, decreased 10.0% to $163.4 million from $181.6 million reported for the five-week period ended January 5, 2008. Comparable store sales decreased 12.4% for the five-week period ended January 3, 2009 compared to the same five-week period last year ended January 5, 2008.

For the forty-eight weeks ended January 3, 2009, total net sales decreased 8.0% to $1.491 billion from $1.620 billion reported for the forty-eight week period ended January 5, 2008. Comparable store sales decreased 15.3% for the forty-eight week period ended January 3, 2009 compared to the forty-eight week period last year ended January 5, 2008.

As we said in our press release, our expected decrease in comparable store sales for December, combined with our efforts to be promotionally competitive and our intent to end the quarter with lowered targeted store inventory levels, is expected to result in lower gross margins than originally anticipated for the fourth quarter. I would like to note, however, that despite the sales and margins, we continued to focus on our financial underpinnings, and with a strong balance sheet and excellent liquidity, we are well-positioned to focus on our business over the long term.

And now, I’ll turn the call back to Bob.

Bob Atkinson

Thank you. By brand, Chico’s stores comparable sales for December were down approximately 15.5%, while White House | Black Market comp store sales decreased by approximately 6%. Soma Intimates had a comp sales decrease in the low teens. You can always check our next sales or earnings release dates on our website at www.ChicosFas.com.

You may obtain a copy of today’s release or any other recent press release by printing a copy from the Internet using the Chico’s website. You may obtain a copy of our most recent annual report, 10-K or 10-Q off the Internet at our website as well.

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Now for the Safe Harbor statement. Certain statements in this message, including those addressing the company’s beliefs, plans, objectives, estimates or expectations or possible future results or events are forward-looking statements. They are based on the assumptions, beliefs and expectations of our management team as of the date this call was recorded.

Forward-looking statements involve known or unknown risks including general economic and business conditions and conditions in the specialty retail industry. Forward-looking statements may also be affected if our assumptions turn out to be inaccurate.

Consequently, no forward-looking statement can be guaranteed as actual future results, performance or achievements may vary materially from those expressed or implied by such forward-looking statements.

For additional information concerning other factors that may affect the company’s current and future business results of operations and financial condition, we suggest you review the company’s latest annual report on Form 10-K and other filings with the SEC.

This is the end of the informational message. If you would like to request an investor packet, stay on the line for more instructions. Thank you and good bye.

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