Attached files
file | filename |
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EXCEL - IDEA: XBRL DOCUMENT - CHICO'S FAS, INC. | Financial_Report.xls |
EX-23 - EX-23 - CHICO'S FAS, INC. | g26251exv23.htm |
EX-21 - EX-21 - CHICO'S FAS, INC. | g26251exv21.htm |
EX-31.1 - EX-31.1 - CHICO'S FAS, INC. | g26251exv31w1.htm |
EX-31.2 - EX-31.2 - CHICO'S FAS, INC. | g26251exv31w2.htm |
EX-32.2 - EX-32.2 - CHICO'S FAS, INC. | g26251exv32w2.htm |
EX-32.1 - EX-32.1 - CHICO'S FAS, INC. | g26251exv32w1.htm |
EX-10.25 - EX-10.25 - CHICO'S FAS, INC. | g26251exv10w25.htm |
EX-10.44 - EX-10.44 - CHICO'S FAS, INC. | g26251exv10w44.htm |
EX-10.46 - EX-10.46 - CHICO'S FAS, INC. | g26251exv10w46.htm |
EX-10.43 - EX-10.43 - CHICO'S FAS, INC. | g26251exv10w43.htm |
10-K - FORM 10-K - CHICO'S FAS, INC. | g26251e10vk.htm |
EX-10.26 - EX-10.26 - CHICO'S FAS, INC. | g26251exv10w26.htm |
Exhibit 10.22
Non-Qualified Stock Option Certificate
Granted To: Name |
||||
Grant Date: X |
Shares: X | Option Price Per Share: X | ||
Expiration Date: X |
Option Certificate No.: X |
THIS IS TO CERTIFY THAT, pursuant to the provisions of the Chicos FAS, Inc. 2002 Omnibus
Stock and Incentive Plan (the Plan), Chicos FAS, Inc. (the Company), effective as of the grant
date specified above and subject to the terms and conditions of the Plan and this Certificate,
hereby grants to the employee named above (the Optionee), and the Optionee hereby accepts, the
right and option (the Option) to purchase from the Company up to the total of the number of
shares of the common stock of the Company (the Stock) at the per share purchase price (the
Option Price), as specified above. The Option is exercisable as provided in this Certificate.
Capitalized terms not defined in this Certificate shall have the meanings given to them in the
Plan.
1. Exercise Period. No part of the Option may be exercised prior to the first
anniversary after the Grant Date or after the Expiration Date, each as noted above (the Exercise
Period).
2. Vesting Schedule. The Optionees rights under the Option shall vest and the Option
shall become exercisable (on a cumulative basis) over the Exercise Period in accordance with the
following schedule:
Years After | Shares | ||||
Grant Date | Exercisable | ||||
Less than 1 year |
0 | % | |||
1 year but less than 2 years |
33 1/3 | % | |||
2 years but less than 3 years |
66 2/3 | % | |||
3 years or more |
100 | % |
Notwithstanding the foregoing, the Optionees rights to exercise the Option shall be 100% vested if
Optionee dies or becomes totally and permanently disabled (as determined in the sole discretion of
the Committee) while still employed by the Company or a subsidiary or upon a Change in Control (as
defined in the Plan) while the Optionee is still so employed.
3. Exercise of Option.
(a) Notice. Subject to the vesting requirement provided above, the Option may be
exercised during the Exercise Period through the Companys then current Equity Plan Administrator
in accordance with its established processes and procedures.
(b) Payment of Option Price. The Option Price shall be payable (1) in United
States dollars in cash or by check, bank draft or money order payable to the order of the Company,
(2) by delivery of shares of Stock already owned by the Optionee, (3) through a combination of some
or all of the preceding payment methods acceptable to the Company, (4) by delivery of a copy of an
unconditional and irrevocable direction, satisfactory in form and substance to the Company, given
by the Optionee to a creditworthy broker or dealer pursuant to which the broker or dealer is
instructed to sell shares underlying the Option exercise on or promptly following the date of
exercise and to deliver to the Company, prior to, on or promptly following the settlement date of
the sale, a cash payment equal to the Option Price and any required withholding taxes resulting
from such exercise from the proceeds of the Optionees sale of the underlying shares, (5) by
delivery of an unconditional and irrevocable undertaking and commitment, satisfactory in form and
substance to the Company, by a creditworthy broker or dealer pursuant to which the broker or dealer
agrees to sell shares underlying the Option exercise on or promptly following the date of exercise
and pursuant to which the Company is to receive, prior to, on or promptly following the settlement
date of the sale, a cash payment equal to the Option Price and any required withholding taxes
resulting from such exercise, or (6) by delivery of similar cashless exercise documentation,
satisfactory in form and substance to the Company. The Company may instruct the broker to deposit
the entire sale proceeds into a Company-owned account for appropriate distribution to the Company
and Optionee as provided in this Certificate.
(c) Minimum Number of Shares; No Fractional Shares. At no time may the Option be
exercised for fewer than one hundred (100) shares of Stock, unless the number of shares to be
acquired by exercise of the Option is the total number then purchasable under the Option. The
Option may be exercised only for whole shares of Stock that are purchasable under the Plan and no
fractional shares of Stock will be issued.
(d) Transferability; Exercise During Lifetime. The Option is not transferable by the
Optionee except by will or by the laws of descent and distribution (that is, state laws governing
the distribution of the Optionees property upon death) and the Option is exercisable during the
Optionees lifetime only by the Optionee.
(e) Death or Other Termination of Employment.
(i) If the employment of the Optionee (either by the Company or a subsidiary) is terminated
for any reason, excluding the death or disability of the Optionee, the Option may be exercised at
any time within 90 days after such termination to the extent that the Optionees right to exercise
the Option had vested in accordance with the terms of this Certificate and of the Plan on or before
the date of termination and had not been exercised previously; provided, however, if the Optionee
terminates employment because of disability (within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended) or dies during such 90 day period, the Option may be exercised
within one (1) year after termination of employment by the Optionee or, in the case of death, by
the personal representative of the Optionee or by any person or persons acquiring the Option
directly from the Optionee by bequest or inheritance; provided further, however, that in no event
shall the Option be exercisable at any time after the end of the Exercise Period.
(ii) If the Optionee dies while employed by the Company or a subsidiary, the Option may be
exercised within one (1) year after the Optionees death by the personal representative of the
Optionee or by any person or persons acquiring the Option directly from the Optionee by bequest or
inheritance to the extent that the Optionees right to exercise the Option had vested in accordance
with the terms of this Certificate and of the Plan on or before the date of death and had not been
exercised previously; provided, however, that in no event shall the Option be exercisable at any
time after the end of the Exercise Period.
4. Adjustments. In accordance with the terms of the Plan, the number and kind of
shares of Stock subject to the Option and the purchase price per share shall be equitably and
appropriately adjusted in the event of any change in the number of issued shares of Stock resulting
from a stock split, stock dividend, recapitalization, reorganization, merger, consolidation,
split-up, combination or exchange of shares, or similar change or transaction.
5. Rights as Stockholder. The Optionee shall have no rights as a stockholder in the
Company with respect to any shares of Stock subject to the Option prior to the date of issuance to
the Optionee of a certificate or certificates for such shares of Stock and the recordation of the
ownership of such certificate or certificates in the official books of the Company or its transfer
agent with respect to such ownership. (Information on Chicos stock, Annual Reports, and other
relevant information may be found under the Investor Relations Sections of the Chicos website:
Chicos.com)
6. Modification, Extension, and Renewal of the Option. Subject to the terms and
conditions and within the limitations of the Plan, the Committee may modify, extend or renew the
Option or accept its surrender by the Optionee.
7. No Obligation to Exercise Option. The Optionee is not obligated to exercise the
Option in whole or in part.
8. Authority of the Committee. The Committee shall have full authority to interpret
the terms of the Plan and of this Certificate. The decision of the Committee on any such matter of
interpretation or construction shall be final and binding.
9. No Employment Agreement. This Certificate shall not be deemed to confer upon the
Optionee any right with respect to continuance of employment by the Company, nor shall it be deemed
to limit in any way the right of the Company to terminate the Optionees employment at any time.
10. Optionee Bound by the Plan, Etc. The Optionee hereby acknowledges receipt of a
copy of the Plan, agrees to be bound by all the terms and provisions of the Plan and this
Certificate, and understands that in the event of any conflict between the terms of the Plan and of
this Certificate, the terms of the Plan shall control.
11. Confidentiality, Nonsolicitation, and Noncompliance Reporting. By accepting this
Option, Optionee also agrees as follows:
(a) Confidentiality. Optionee will not use or disclose Companys Confidential
Information, except in the faithful performance of the Optionees duties for the Company. For
purposes of this Agreement, Confidential Information includes trade secrets and other confidential
and proprietary information and materials pertaining to, among other things: (i) designs
(including garment and fabric) and fashion trends; (ii) sourcing, manufacturing, merchandising,
licensing and supply chain processes, techniques and plans; (iii) advertising, marketing and
promotional plans; (iv) technical and business strategies and processes; (v) sales, revenues,
profits, margin, expenses, and other financial information; (vi) relationships between Company and
its customers, its vendors and its employees; (vii) customers personal identifying information;
(viii) stores and real estate, including expansion and relocation plans; (ix) store operations,
including policies and procedures; (x) compensation, benefits, performance history and other
information relating to Companys employees; and (xi) acquisitions, mergers, divestitures, and
agreements regarding franchising and distribution. Confidential Information does not include
information that is, or becomes, generally known within the industry or generally available to the
public (unless through Optionees improper disclosure). The purpose of this provision is to
protect the Companys legitimate interest in maintaining the confidentiality of its private
business information; accordingly, nothing herein is intended to or shall be construed to prohibit communications among associates
regarding their compensation or any other terms and conditions of employment.
(b) Nonsolicitation. For a period of twelve months following separation
from employment for any reason, (whether voluntary or involuntary), Optionee will not directly or
indirectly solicit, induce or attempt to influence any Company employee (including Companys
affiliates employee) to leave the Companys employ, nor will Optionee assist anyone in soliciting
or recruiting a Company employee (including Companys affiliates employee) for purposes of being
employed or retained as a consultant or contractor elsewhere.
(c) Noncompliance Reporting. If, at any time, Optionee learns of information
suggesting conduct by an officer or employee of Company (including of Companys affiliates) or a
member of Companys Board of Directors that is unlawful, unethical, or constitutes a material
violation of any Company policy, regardless of the source of such information, Optionee will report
promptly such information to Company through any of the Companys internal mechanisms available for
the reporting of such conduct such as, for instance, the Companys Ethics and Compliance Hotline.
12. Independent Covenants. The Employee acknowledges that the promises set forth
herein by either party are independent of each other and are independent of any other provision in
any other agreement between the Employee and the Company and the existence of any claim or cause of
action the Employee may have against the Company shall not constitute a defense to enforcement of
the Employees promises herein.
13. Governing Law. This Option shall be construed in accordance with the laws of
the State of Florida to the extent the federal law does not supersede or preempt Florida law.