Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 19, 2019, the Board of Directors of Chico’s FAS, Inc. (together with its affiliates, the “Company”) amended and restated the Chico’s FAS, Inc. Officer Severance Plan, effective September 1, 2016, by approving the Chico’s FAS, Inc. Officer Severance Plan and Summary Plan Description, effective January 1, 2020 (the “Amended and Restated Plan”). The Amended and Restated Plan was recommended to the Board of Directors by the Human Resources, Compensation and Benefits Committee of the Board of Directors (the “Committee”).
The Amended and Restated Plan, which provides severance benefits for eligible terminations of officer employees of the Company at the Vice President level and above, includes several changes from the prior version of the plan (the “Prior Version”) in effect through December 31, 2019. Under the Prior Version, severance benefits for eligible terminations include a release from a participant’s obligation to otherwise repay to the Company any sign-on bonus or relocation benefit previously received from the Company. Under the Amended and Restated Plan, a participant instead will continue to be required to repay any sign-on bonus or relocation benefit in accordance with any applicable policy or other agreement requiring repayment unless the Plan Administrator, in its sole discretion, determines otherwise. In addition, under the Prior Version, severance benefits for eligible terminations not in connection with a change in control include payment of a prorated annual cash bonus, based on actual performance, for the fiscal year in which termination occurs. Under the Amended and Restated Plan, no prorated bonus will be paid for such terminations occurring on or after February 2, 2020. Instead, a participant will receive a bonus for the fiscal year in which such termination occurs, based on actual performance, only if the participant remains employed for the entire fiscal year. The Amended and Restated Plan also adds a provision permitting the Plan Administrator, in its sole discretion, to reduce or forfeit a participant’s remaining unpaid severance benefits if the participant is reemployed by the Company during the period in which severance payments are payable. The Amended and Restated Plan also updates the plan’s form of Separation Agreement and Release (the “Form of Release”) by adding non-solicitation and reasonable cooperation covenants following termination.
In addition to the changes described above, the Amended and Restated Plan also makes certain administrative changes, including clarifying who serves as the Plan Administrator and who has the ability to amend or terminate the Amended and Restated Plan and the Form of Release, updating the job titles in the plan to reflect the Company’s current organizational structure and updates to meet the requirements of a summary plan description under the Employee Retirement Income Security Act that eliminate the need for a separate summary plan description.
The foregoing description of the Amended and Restated Plan is a summary and is qualified in its entirety by reference to the full text of the plan included as Exhibit 10.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
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Exhibit 10.1
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Exhibit 104
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Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document
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