CMO Employment Resignation & Release Agreement

EXHIBIT 10.1 Employment Transition, Resignation, And Release Agreement This confidential resignation and release agreement (" Agreement" ) is made and entered into the 1 st day of August, 2005, by and between Chico' s FAS, Inc., a Florida corporation (the " Company" ), and James P. Frain (" Frain" ). This Agreement supercedes all previous agreements between Frain and the Company. In consideration of the promises set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, agree as follows:1. Effective as of March 1, 2006, Frain voluntarily resigns from his position as Executive Vice President and Chief Marketing Officer of the Company, and the Company hereby accepts this resignation. Effective as of the end of the day on February 28, 2006, Frain has no further privileges, duties or obligations in such capacity. Until March 1, 2006, Frain shall continue to perform substantially the same duties that he has performed over the last six years.2. From March 1, 2006, through and including August 31, 2006, Frain shall be available to work as a non-officer consulting employee and shall handle marketing projects as assigned to him by the Company' s Chief Executive Officer or the Company' s Chief Operating Officer. Frain shall not be required to work at the Company' s offices more than 10 days per month3. From the date of this Agreement through February 28, 2006 and as long as Frain has not breached any of his obligations under this Agreement, the Company shall pay Frain (1) his annualized basic salary of $450,000; (2) any bonuses that may relate to fiscal year 2005 that would have otherwise been payable to Frain and (3), such other fringe benefits as provided to other Chief Officers including, without limitation, the vesting of stock options through February 28, 2006.From March 1, 2006 through August 31, 2006 and as long as Frain has not breached any of his obligations under this Agreement, CRS shall pay Frain (1) a monthly basic salary of $40,000; and (2) such other fringe benefits as provided to other senior executives, including, without limitation, health benefits and the vesting in due course of any previously granted stock options. Frain will not be entitled to receive any car allowance, bonus, or super bonus. The Company retains the right, in its sole discretion, to award Frain a discretionary bonus based on Frain' s performance.4. From the date of this Agreement up to and including February 28, 2006, Frain may terminate this Agreement with ninety days written notice to the Company. Thereafter, Frain may terminate the Agreement with thirty days written notice to the Company. If the Company terminates Frain' s employment without cause prior to August 31, 2006, the Company will pay Frain, in full and complete satisfaction of any and all claims Frain may have against the company related to this Agreement, the remaining total of any unpaid monies Frain would have received under this Agreement through August 31, 2006. In addition, Frain will be permitted to exercise any options that have vested as of the date of the termination consistent

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with the Company' s stock option plan. If the Company terminates Frain for cause or his employment terminates due to his death or disability, then the Company only owes Frain those amounts earned and owed through the date of termination and Frain will only be entitled to exercise options vested as of the date of termination. For the purposes of this Agreement, the phrase " for cause" means Frain' s (i) breach or default of any of the material terms of this Agreement and his failure to cure the breach or default within thirty (30) days after he received written notice thereof, (ii) conviction of either a felony involving moral turpitude or any crime in connection with his employment by the Company which causes the Company a substantial detriment, (iii) actions that clearly are contrary to the best interests of the Company, or (iv) directly or indirectly entering into, engaging in, being employed by, or consulting with J. Jill, Ann Taylor, Talbot' s, Coldwater Creek, The Limited Brands, Fourth & Towne, and Liz Claiborne (or any successor entities of any of such companies or divisions).5. Frain shall continue to be bound in all respects by all applicable provisions of the Company' s Insider Trading Policy, Code of Ethics and Associate Nondisclosure Agreement that he previously signed. Such continuing obligation shall be in addition to Frain' s obligations arising under this Agreement and under applicable law.6. Frain agrees that from the date of this Agreement and continuing for a period of six months after his last date of employment with the Company, Frain shall refrain from and will not, directly or indirectly, as an individual, partner, office ...