CHICO’S FAS, INC.
2002 OMNIBUS STOCK AND INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
FOR DIRECTOR
Capitalized terms not defined
herein have the meaning given such terms in the
Chico’s FAS, Inc. 2002 Omnibus Stock and Incentive
Plan.
This Restricted
Stock Agreement (the “Agreement”) is dated as of
<< grant date >> (the “Grant Date”),
and is entered into between Chico’s FAS, Inc., a Florida
corporation (the “Company”), and << name
>> (the “Director”).
WHEREAS ,
the Board of Directors of the Company (the “Board”) is
authorized to make grants of Restricted Stock under the
Company’s 2002 Omnibus Stock and Incentive Plan, as amended
(the “Plan”);
WHEREAS ,
on or about << grant date >>, the Board approved
the grant, pursuant to the Plan, Restricted Stock to the Director
on the Grant Date provided that the Director continued in the
capacity as a Director of the Company on the Grant Date;
NOW,
THEREFORE , in consideration of the foregoing recitals and the
mutual promises set forth below, the parties hereto agree as
follows:
1.
Grant of Restricted Stock . The Company hereby grants
to the Director all rights, title and interest in the record and
beneficial ownership of ten thousand (######) shares of
common stock, $.01 par value per share, of the Company
(“Common Stock”) subject to the conditions described in
Paragraphs 5 and 6 as well as the other provisions of this
Restricted Stock Agreement (the “Restricted Stock”).
The Restricted Stock is granted pursuant to and to implement in
part the Chico’s FAS, Inc. 2002 Omnibus Stock and Incentive
Plan (as amended and in effect from time to time, the
“Plan”) and is subject to the provisions of the Plan,
which is hereby incorporated herein and is made a part hereof, as
well as the provisions of this Restricted Stock Agreement. The
Director agrees to be bound by all of the terms, provisions,
conditions and limitations of the Plan and this Restricted Stock
Agreement. All capitalized terms have the meanings set forth in the
Plan unless otherwise specifically provided in this Restricted
Stock Agreement. All references to specified paragraphs pertain to
paragraphs of this Restricted Stock Agreement unless otherwise
specifically provided.
2. No
Transfer of Unvested Shares . During the period that any
shares of Restricted Stock are unvested as set forth in Paragraphs
3, 4, 5 and 6, such unvested shares shall not be sold, assigned,
transferred, pledged, hypothecated or otherwise disposed of, other
than by will, the laws of descent and distribution, by qualified
domestic relations order or as expressly provided for in
Paragraph 3. No right or benefit hereunder shall in any manner
be liable for or subject to any debts, contracts, liabilities, or
torts of the Director.
3.
Custody of Restricted Stock . The shares of
Restricted Stock will be issued in the name of the Director and
deposited with the Plan Administrator as escrow agent
(the
1
“Escrow
Agent”) together with a stock power endorsed in blank by the
Director, and will not be sold, assigned, transferred, pledged or
otherwise disposed of or encumbered unless and until the expiration
of the Restriction Period set forth in Paragraph 5 and
satisfaction of the vesting conditions set forth in
Paragraph 5 or the occurrence of any of the events
contemplated by Paragraphs 6(b), 6(c) , 6(d) or 6(e).
Notwithstanding the foregoing, while such restrictions remain in
effect, the Director may transfer the shares of Restricted Stock to
a trust created by such Director for the benefit of the Director
and the Director’s family as part of the Director’s
estate planning program, provided that prior to any such transfer,
(a) the Director must submit to the Company a legal opinion of
the Director’s counsel, satisfactory to the Board, that the
transfer to such trust and the holdings of the shares of Restricted
Stock by such trust shall have no adverse tax or securities law
consequences for the Company and (b) the trust must execute
and deliver to the Company a joinder to this Agreement,
satisfactory to the Board, which shall, among other things,
acknowledge the terms of the grant of the Restricted Stock and the
restrictions on transfer of the shares of Restricted Stock imposed
and established pursuant to the terms of this Agreement and the
Plan and the trust must continue the deposit of the shares of
Restricted Stock with the Escrow Agent and deposit with the Escrow
Agent a stock power endorsed in blank by the trustee on behalf of
the trust. The Company may instruct the transfer agent for its
Common Stock to place a legend on the certificates representing the
shares of Restricted Stock or otherwise reflect in its records the
restrictions on transfer set forth in this Agreement and the Plan.
The certificate or certificates representing such shares of
Restricted Stock will not be delivered by the Escrow Agent to the
Director unless and until the shares of Restricted Stock have
vested and all other terms and conditions in this Agreement and the
Plan have been satisfied.
4.
Risk of Forfeiture . Subject to Paragraphs 6(b),
6(c), 6(d) and 6(e), should the Director’s position as a
director of the Company terminate prior to the end of the
Restriction Period set forth in Paragraph 5, the Director
shall forfeit the right to receive the Restricted Stock that would
otherwise have vested at the end of the Restriction Period. The
Director hereby appoints the Escrow Agent with full power of
substitution, as the Director’s true and lawful
attorney-in-fact with irrevocable power and authority in the name
and on behalf of the Director to take any action and execute all
documents and instruments, including, without limitation, stock
powers which may be necessary to transfer the certificate or
certificates evidencing such unvested shares of Restricted Stock to
the Company upon such forfeiture.
5.
Vesting Dates . Subject to Paragraph 6, the
restrictions applicable to the Restricted Stock will lapse as set
forth in the following table:
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Number of
Shares
of Common Stock
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Date Restrictions
Lapse
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6.
Termination of Service; Change in Control . Voluntary
or involuntary termination of service as a director, retirement,
death or disability of the Director, or occurrence of a Change in
Control, shall affect the Director’s rights under this
Restricted Stock Agreement as follows:
2
a.
Voluntary Termination or Termination for Cause . If, other
than as specified below, the Director voluntarily terminates
service as a director of the Company or if the Director’s
position as a director of the Company is terminated by the Company
for cause prior to the last day of the Restriction Period, then the
Director shall forfeit the right to
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