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EXHIBIT 10.5
SECOND SUPPLEMENT TO EMPLOYMENT AGREEMENT
THIS SECOND SUPPLEMENT TO EMPLOYMENT AGREEMENT is made and entered
into as of the 1st day of July, 1996, by and between CHICO'S FAS, INC. a
Florida corporation (the "Employer"), and MELISSA PAYNER-GREGOR (the
"Employee").
W I T N E S S E T H:
WHEREAS, the parties hereto entered into, and continue as parties to,
an Employment Agreement dated July 8, 1995 (the "Employment Agreement"), as
amended by that certain Supplement to Employment Agreement dated as of May 1,
1996 (the "Supplement to Employment Agreement") (collectively, the "Amended
Employment Agreement"), pursuant to which the Employee was engaged by the
Employer initially as the Employer's Senior Vice President/General Merchandise
Manager; and
WHEREAS, since the date of the Employment Agreement, the Employee has
been promoted to the position of Executive Vice President/General Merchandise
Manager; and
WHEREAS, the Supplement to Employment Agreement provided for the grant
of certain stock options on certain specified terms and conditions, including a
125,000 option grant on May 1, 1996 and serial grants of 50,000 options each
year thereafter thru 2000; and
WHEREAS, as a result of further evaluation of the Employee's
performance, the parties believe it to be appropriate to modify the vesting
schedule for the 125,000 option grant to three years from five years and to
provide that each of the 50,000 option grants, if and when issued, would also
provide for three year vesting rather than five year vesting; and
WHEREAS, this Second Supplement to the Employment Agreement sets forth
an agreement concerning these adjustments to the terms and conditions of the
option grants.
NOW, THEREFORE, the parties hereto agree as follows:
1. ADJUSTMENT TO 1996 OPTION GRANT. The Employer agrees to enter
into an amendment to the Employee's Stock Option Agreement which relates to the
125,000 option grant of May 1, 1996 to the Employee, which amendment will
changes the vesting schedule for the 125,000 options from (a) a vesting in
equal fifths on each one year anniversary date from May 1, 1996 over a 5 year
period, with the first portion vesting on May 1, 1997 to (b) a vesting in equal
thirds on each one year anniversary date from May 1, 1996 over a 3 year period,
with the first portion vesting on May 1, 1997.
2. ADJUSTMENTS TO SUBSEQUENT YEAR OPTION GRANTS. Subsections (b)
through (e) of Section 2 of the Supplement to Employment Agreement are amended
to read as follows:
(b) 1997 GRANT. Provided the Employee is still an
employee of the Employer on May 1, 1997, the Employee shall receive
on such date an additional
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nonqualified stock option to purchase 50,000 shares of the Employer's
common stock. The right to purchase such stock shall be
nontransferable and shall vest in equal thirds on each one year
anniversary date measured from May 1, 1997 over a 3 year period, with
the first portion vesting on May 1, 1998. The option price shall be
equal to the closing market price of the stock on May 1, 1997. The
Employer may grant said stock option either under the Employer's then
existing stock option plans, or in such other manner as may be
determined by the Employer; provided, however, that the terms pursuant
to which the stock option is granted, if granted outside of such then
existing stock option plans, shall be substantially similar to the
terms of grant contained in the Plans.
(c) 1998 GRANT. Provided the Employee is still
an employee of the Employer on May 1, 1998, the Employee shall receive
on such date an additional nonqualified stock option to purchase
50,000 shares of the Employer's common stock. The right to purchase
such stock shall be nontransferable and shall vest in equal thirds on
each one year anniversary date measured from May 1, 1998 over a 3 year
period, with the first portion vesting on May 1, 1999. The option
price shall be equal to the closing market price of the stock on May
1, 1998. The Employer may grant said stock option either under the
Employer's then existing stock option plans, or in such other manner
as may be determined by the Employer; provided, however, that the
terms pursuant to which the stock option is granted, if granted
outside of such then existing plans, shall be substantially similar to
the terms of grant contained in the Plans.
(d) 1999 GRANT. Provided the Employee is still
an employee of the Employer on May 1, 1999, the Employee shall receive
on such date an additional nonqualified stock option to purchase
50,000 shares of the Employer's common stock. The right to purchase
such stock shall be nontransferable and shall vest in equal thirds on
each one year anniversary date measured from May 1, 1999 over a 3 year
period, with the first portion vesting on May 1, 2000. The option
price shall be equal to the closing market price of the stock on May
1, 1999. The Employer may grant said stock option either under the
Employer's then existing stock option plans, or in such other manner
as may be determined by the Employer; provided, however, that the
terms pursuant to which the stock option is granted, if granted
outside of such then existing plans, shall be substantially similar to
the terms of grant contained in the Plans.
(e) 2000 GRANT. Provided the Employee is still
an employee of the Employer on May 1, 2000, the Employee shall receive
on such date an additional nonqualified stock option to purchase
50,000 shares of the Employer's common stock. The right to purchase
such stock shall be nontransferable and shall vest in equal thirds on
each one year anniversary date measured from May 1, 2000 over a 3 year
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period, with the first portion vesting on May 1, 2001. The option
price shall be equal to the closing market price of the stock on May
1, 2000. The Employer may grant said stock option either under the
Employer's then existing stock option plans, or in such other manner
as may be determined by the Employer; provided, however, that the
terms pursuant to which the stock option is granted, if granted
outside of such then existing plans, shall be substantially similar to
the terms of grant contained in the Plans.
3. GOVERNING LAW. This Agreement shall be construed and enforced
in accordance with the laws of the State of Florida.
4. FULL FORCE AND EFFECT. Except to the extent supplemented by
this Second Supplement to Employment Agreement, the Amended Employment
Agreement shall remain in full force and effect and as it was prior to this
Second Supplement to Employment Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
the day and year first above written.
ATTEST: CHICO'S FAS, INC.
(Corporate Seal)
_______________________________ By:___________________________________________
Secretary Marvin J. Gralnick, Chief Executive Officer
WITNESSES: EMPLOYEE:
_______________________________ __________________________________________
Melissa Payner-Gregor
_______________________________