EXHIBIT 10.11
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT is made and entered into
this 24th day of April, 2001, to be effective for all purposes as of August
21, 2000, by and between CHICO'S FAS, INC., a Florida corporation (the
"Company"), and PATRICIA MURPHY, residing at 127 Vista Lane, Naples, Florida
34119 (the "Employee").
W I T N E S S E T H:
WHEREAS, the parties hereto have entered into that certain Employment
Agreement dated August 21, 2000 by and between the Company and the Employee
(the "Employment Agreement"); and
WHEREAS, the Company and the Employee have agreed to amend the terms of
the Employment Agreement in certain respects as set forth in this Amendment
No. 1 to Employment Agreement (the "Amendment").
1. OTHER TERMINATIONS
Section 8(d) of the Employment Agreement shall be replaced in its
entirety by the following:
(d) Rights Upon Change in Control.
(i) If a Change in Control of the Employer, as defined in
Section 8(d)(ii) shall occur and the Employee shall:
(1) voluntarily terminate her employment within one year
following such Change in Control and such termination shall be as a
result of the Employee's good faith determination that as a result of
the Change in Control and a change in circumstances thereafter
significantly affecting her position, she can no longer adequately
exercise the authorities, powers, functions or duties attached to her
position as an executive officer of the Employer; or
(2) voluntarily terminate her employment within one year
following such Change in Control, and such termination shall be as a
result of the Employee's good faith determination that she can no longer
perform her duties as an executive officer of the Employer by reason of
a substantial diminution in her responsibilities, status or position; or
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(3) have her employment terminated by the Employer for
reasons other than those specified in Section 8(b)(ii) within one (1)
year following such Change in Control;
then in any of the above three cases, the Employee shall have, instead of
the further rights described in Section 3(a), the right to immediately
terminate this Agreement and a nonforfeitable right to receive the sum of
the monthly amounts of her Basic Salary for a period equal to 36 months
plus three times her most recently set annual target bonus.
(ii) For purposes of this Agreement, a "Change in Control"
shall mean:
(1) the obtaining by any party of fifty percent (50%) or
more of the voting shares of the Employer pursuant to a "tender offer"
for such shares as provided under Rule 14d-2 promulgated under the
Securities Exchange Act of 1934, as amended, or any subsequent
comparable federal rule or regulation governing tender offers; or
(2) individuals who were members of the Employer's Board
of Directors immediately prior to any particular meeting of the
Employer's shareholders which involves a contest for the election of
directors fail to constitute a majority of the members of the
Employer's Board of Directors following such election; or
(3) the Employer's executing an agreement concerning the
sale of substantially all of its assets to a purchaser which is not a
subsidiary; or
(4) the Employer's adoption of a plan of dissolution or
liquidation; or
(5) the Employer's executing an agreement concerning a
merger or consolidation involving the Employer in which the Employer
is not the surviving corporation or if, immediately following such
merger or consolidation, less than fifty percent (50%) of the surviving
corporation's outstanding voting stock is held by persons who are
stockholders of the Employer immediately prior to such merger or
consolidation.
(iii) The provisions of Section 8(c) and this Section 8(d) are
mutually exclusive, provided, however, that if within one year following
commencement of an 8(c) payout there shall be a Change in Control as
defined in Section 8(d)(ii), then the Employee shall be entitled to the
amount payable to the
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Employee under Section 8(d)(i) reduced by the amount that the Employee has
received under Section 8(c) up to the date of the change in control. The
triggering of the lump sum payment requirement of this Section 8(d) shall
cause the provisions of Section 8(c) to become inoperative. The triggering
of the continuation of payment provisions of Section 8(c) shall cause the
provisions of Section 8(d) to become inoperative except to the extent
provided in this Section 8(d)(iii).
2. MISCELLANEOUS
Unless specifically modified, added or deleted by this Amendment No.1,
all terms and provisions of the Employment Agreement remain in full force and
effect throughout the term of the Employment Agreement, as amended.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment the
day and year first above written.
CHICO'S FAS, INC.
By: /s/ Marvin J. Gralnick
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Marvin J. Gralnick, President
"Company"
/s/ Patricia Murphy
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PATRICIA MURPHY
"Employee"
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