CMO Employment Letter Agreement

Exhibit 10.17February 8, 2006 Michael James Leedy
318 Meadow lane
Sewickley, PA 15143 VIA EMAIL Dear Michael:It is with great pleasure that we offer you the opportunity to join Chico' s FAS, Inc. as our Chief Marketing Officer. This offer is subject to, and contingent upon, the approval of our Board of Directors. As you are aware, Chico' s is a fast-growing respected organization within which marketing 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: Title: Senior Vice President & Chief Marketing Officer Duties: Member of the Management Committee. Responsible for all of the marketing activities, including distinct catalogs and websites for each Chico' s brand as set forth more fully in the attached position description. Duties currently include oversight of e-commerce initiatives for all brands. Reporting to: Chief Operating Officer Base Salary: $525,000.00 annually Start Date: April 3, 2006 Incentive Bonus: Range: 60%-120% of base salary earned during the semi annual bonus period, which is contingent upon the achievement of corporate financial targets established by the Chico' s Board of Directors; paid semi-annually (generally in September and March). Bonus for the 2006 Spring season will be prorated based on actual employment start date. Our two semi-annual bonus periods are February thru July and August thru January. Payouts normally occur at or around the time of our earnings release in early March, and early September. Super Bonus: Chico' s currently has a Super Bonus program for certain members of management. The super bonus payout is currently based on achievement of financial performance objectives, incremental to the annual operating plan established by the Chico' s Board of Directors. The Super Bonus is subject to annual approval by the Board of Directors. The Board is currently reviewing this program for 2006. In 2005, the Super bonus opportunity for this position was 30% of base earned during the fiscal year. To qualify for any super bonus payout, Chico' s FAS, Inc. must achieve its EPS growth plan for fiscal 2006. Super Bonuses are paid on an annual basis. Any earned payout is h u m a n r e s o u r c e s Chico' s FAS, Inc. ullet 11215 Metro Parkway ullet Fort Myers, Florida 33912 ullet (239) 277-6200


Michael J. Leedy
February 8, 2006
Page 2 expected to be paid at or around the time of the earnings release, during the first week of March. This program must be approved by the Board of Directors and has not yet been reviewed for the 2006 fiscal year. If the Board of Directors does not renew the Super Bonus program for 2006 no payments will be made regardless of performance. Stock options: A one-time grant on start date of 35,000 non-qualified stock options at Fair Market value on date of hire. These options will vest over a 3-year period with one-third vesting each year on the anniversary of your hire date. You will be eligible for additional grants at the end of each fiscal year. Restricted Stock: A one-time grant on start date of 5,000 shares of restricted stock with two-year vesting. These shares will vest over a two-year period with one-half vesting on each of the first and second anniversaries of your hire date. You will be eligible for additional grants at the end of each fiscal year. Equity Compensation Value: Total value of options and Restricted Stock = $967,500 Black Scholes Value of 35,000 options is approximately $752,500 based on $43 stock price and 50% Black-Scholes valuation. Value of the Restricted Stock is approximately $215,000 based upon $43 stock price. For more complete information, please see the attached Chico' s FAS, Inc. 2002 Omnibus Stock and Incentive Plan. Severance: If we terminate your employment without cause, we will continue to pay you your base salary for a period of twelve-months following the date of termination. In general terms, cause shall mean any action or inaction by you that causes the company substantial harm. If, however, Chico' s adopts a severance plan applicable to all officers, you agree that any such plan will supersede the provisions of this paragraph. Change of Control: If there is a greater than 50% change in Company ownership or greater than 50% turnover in the Company' s Board of Directors in any 12 month period that results in your good faith determination that you can no longer adequately perform your duties as a senior officer resulting in your voluntarily terminating your employment, then you will be entitled to a lump sum payment of your annual salary. If, however, Chico' s adopts a severance plan applicable to all officers that covers a change of control, you agree that such plan will supersede the provisions of this paragraph. Change of Management: If both Scott Edmonds and Charles Nesbit cease to be employed by Chico' s, for any reason, within the first year of your employment that results in your good faith determination that you can no longer adequately perform your duties as a senior officer resulting in your


Michael J. Leedy
February 8, 2006
Page 3 voluntarily terminating your employment then you will be entitled to a lump sum payment of your annual salary; provided, however, that your rights under this paragraph must be exercised within 90 days of the last of Mr. Edmonds or Mr. Nesbit leaving and you must provide Chico' s with at least 90 days written notice of your intention to voluntarily terminate your employment. If you e ...