THIS EMPLOYMENT AGREEMENT is made and entered into as of the fourth day of August, 2004,
by and between CHICO’S FAS, INC. a Florida corporation (the “Employer”), and CHARLES L. NESBIT,
JR. (the “Employee”).
1. Employment . The Employer hereby employs the Employee, and the Employee hereby accepts such
employment, upon the terms and subject to the conditions set forth in this Agreement.
2. Term . Subject to the provisions of termination as hereinafter provided, the term of employment under this
Agreement shall commence August 4, 2004 (the “Commencement Date”) and shall continue through August 3,
2005; provided, however, that beginning on August 3, 2005 and on each August 3rd (each a “Renewal Date”)
thereafter, the term of this Agreement shall automatically be extended for one additional year, unless either party
gives the other written notice of non-renewal at least ninety (90) days prior to any such Renewal Date.
3. Compensation; Reimbursement, Etc.
(a) Basic Salary . The Employer shall pay to the Employee as compensation for all services rendered by
the Employee during the term of this Agreement a basic annualized salary of $300,000 per year (the “Basic
Salary”), or such other sum as the parties may agree on from time to time, payable monthly or in other more
frequent installments, as determined by the Employer. The Board of Directors of the Employer shall have the right
to increase the Employee’s compensation from time to time by action of the Board of Directors. In addition, the
Board of Directors of the Employer, in its discretion, may, with respect to any year during the term hereof, award
a bonus or bonuses to the Employee in addition to the bonuses provided for in Sections 3(b). The compensation
provided for in this Section 3(a) shall be in addition to any pension or profit sharing payments set aside or
allocated for the benefit of the Employee.
(b) Bonus . In addition to the Basic S