Employment letter agreement between the Company and Kristin Gwinner, dated as of November 5, 2012
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Human Resources
- Employment Agreements
EX-10.54 4 a1054gwinnerofferletter.htm EX-10.54 Document
Exhibit 10.54
November 5, 2012
Ms. Kristin Gwinner
Ms. Kristin Gwinner
XXXX
XXXX
Dear Kristin:
It is with great pleasure that we offer you the opportunity to join Chico’s FAS, Inc. as our Vice President, Human Resources. As you are aware, we are a fast-growing respected organization within which this position is a key driver of our success. As one of the top specialty retailers we offer tremendous opportunity for personal and professional growth. Please let this letter serve as an offer to join Chico’s FAS, Inc. and your acceptance of that offer. The following will outline the specifics:
Position: Vice President, Human Resources
Reports to: Chief Human Resources Officer
Start Date: December 10, 2012
Base Salary: $285,000 annually
It is with great pleasure that we offer you the opportunity to join Chico’s FAS, Inc. as our Vice President, Human Resources. As you are aware, we are a fast-growing respected organization within which this position is a key driver of our success. As one of the top specialty retailers we offer tremendous opportunity for personal and professional growth. Please let this letter serve as an offer to join Chico’s FAS, Inc. and your acceptance of that offer. The following will outline the specifics:
Position: Vice President, Human Resources
Reports to: Chief Human Resources Officer
Start Date: December 10, 2012
Base Salary: $285,000 annually
Sign On Bonus
$75,000, payable within 30 days of start date, less applicable taxes (contingent upon receipt of signed repayment agreement).
$75,000, payable within 30 days of start date, less applicable taxes (contingent upon receipt of signed repayment agreement).
Bonus Plan:
Target of 40% of base salary earned during the FY13 performance period, which is contingent upon the achievement of corporate financial objectives. The terms of the bonus, including eligibility, payouts and objectives, may be modified from time to time. All payouts are based on fiscal year business results, prorated for time in role, and can vary from zero (0) to a maximum of 70% of your target bonus potential.
Target of 40% of base salary earned during the FY13 performance period, which is contingent upon the achievement of corporate financial objectives. The terms of the bonus, including eligibility, payouts and objectives, may be modified from time to time. All payouts are based on fiscal year business results, prorated for time in role, and can vary from zero (0) to a maximum of 70% of your target bonus potential.
For the FY12 bonus plan year, you will be provided with a bonus guarantee of 100% of target without proration for time in role. This equates to $114,000 (less applicable taxes) which will be paid after FY12 performance results have been approved by the Chico’s FAS, Inc. Board of Directors, typically in March.
Restricted Stock:
You will be awarded a one-time, new hire grant targeted at $200,000 in value in the form of restricted stock. This will be issued following your date of hire. These shares will vest over a three-year period with one-third vesting each year on the anniversary of the grant date. The final number of shares delivered is subject to Board approval. In the future, you will be eligible for annual equity grants as determined by management.
You will be awarded a one-time, new hire grant targeted at $200,000 in value in the form of restricted stock. This will be issued following your date of hire. These shares will vest over a three-year period with one-third vesting each year on the anniversary of the grant date. The final number of shares delivered is subject to Board approval. In the future, you will be eligible for annual equity grants as determined by management.
Time Off:
You will be eligible for 20 days of Paid Time Off (PTO) for each full year of employment. This is an accrued benefit that you start to earn on your date of hire.
You will be eligible for 20 days of Paid Time Off (PTO) for each full year of employment. This is an accrued benefit that you start to earn on your date of hire.
Annual Review:
You will be eligible for the FY13 performance appraisal process prorated for time in position.
You will be eligible for the FY13 performance appraisal process prorated for time in position.
You will also be eligible to participate in Chico’s FAS, Inc. comprehensive benefits program outlined below:
Group Insurance Plan:
Medical/Dental/Vision/Prescription Drug Program
Eligibility Date: Effective your first day of active employment
Life Insurance:
The company provides term insurance equal to 1X your base salary as well as accidental death and dismemberment insurance equal to 1X your base salary. Supplemental insurance is available for purchase.
Eligibility Date: Effective your first day of active employment
401(k) Plan:
You may participate with an eligible deferral of 1-100% of your compensation (subject to an IRS maximum), with a match of 50% of the first 6% of compensation you defer. Your 401(k) contributions may be subject to additional limitations under federal regulations. You will be able to roll over existing qualified funds immediately.
Eligibility Date: Effective after 12 months of employment
Group Insurance Plan:
Medical/Dental/Vision/Prescription Drug Program
Eligibility Date: Effective your first day of active employment
Life Insurance:
The company provides term insurance equal to 1X your base salary as well as accidental death and dismemberment insurance equal to 1X your base salary. Supplemental insurance is available for purchase.
Eligibility Date: Effective your first day of active employment
401(k) Plan:
You may participate with an eligible deferral of 1-100% of your compensation (subject to an IRS maximum), with a match of 50% of the first 6% of compensation you defer. Your 401(k) contributions may be subject to additional limitations under federal regulations. You will be able to roll over existing qualified funds immediately.
Eligibility Date: Effective after 12 months of employment
Deferred Compensation:
As a highly compensated Associate of Chico’s, you will be immediately eligible to participate in the Chico’s Deferred Compensation Plan. You will have the opportunity to defer pre-tax compensation (less applicable FICA/Medicare tax withholding). You may defer up to 80% of your base salary payable during the current calendar year, and up to 100% of your bonus.
As a highly compensated Associate of Chico’s, you will be immediately eligible to participate in the Chico’s Deferred Compensation Plan. You will have the opportunity to defer pre-tax compensation (less applicable FICA/Medicare tax withholding). You may defer up to 80% of your base salary payable during the current calendar year, and up to 100% of your bonus.
Stock Purchase Plan:
You will have an opportunity to purchase Chico’s FAS, Inc. stock directly from the company, two times a year, in March and September offering periods.
Eligibility Date: First offering period following one month of employment.
You will have an opportunity to purchase Chico’s FAS, Inc. stock directly from the company, two times a year, in March and September offering periods.
Eligibility Date: First offering period following one month of employment.
Executive Benefits
Disability Income Protection:
As a qualifying executive, you will be eligible for Chico’s FAS, Inc.’s Supplemental Disability Insurance program. This program provides an increased level of income protection should you become disabled. Full details of the program are available from the Benefits group.
Disability Income Protection:
As a qualifying executive, you will be eligible for Chico’s FAS, Inc.’s Supplemental Disability Insurance program. This program provides an increased level of income protection should you become disabled. Full details of the program are available from the Benefits group.
Annual Physical:
As a qualifying executive, you are eligible to have one company paid physical per year at a participating Mayo Clinic location as part of our Health and Wellness benefits.
As a qualifying executive, you are eligible to have one company paid physical per year at a participating Mayo Clinic location as part of our Health and Wellness benefits.
Relocation Benefits:
In order to ensure a successful relocation, you will be provided relocation assistance as detailed in the attached Tier I Relocation Program. In accordance with this relocation policy, you will receive a miscellaneous allowance of $10,000 less applicable taxes.
In order to ensure a successful relocation, you will be provided relocation assistance as detailed in the attached Tier I Relocation Program. In accordance with this relocation policy, you will receive a miscellaneous allowance of $10,000 less applicable taxes.
We hope you view this opportunity as a chance to have a positive impact while enjoying a challenging and rewarding career. Nonetheless, please understand that Chico’s FAS, Inc. is an at-will employer. That means that either you or the company are free to end the employment relationship at any time, with or without notice or cause. By accepting our offer of employment, you acknowledge the at-will nature of our relationship. This offer is contingent upon the successful completion of references and background check. Additionally, you represent that you are not a party to any agreement that would bar or limit the scope of your employment with us.
We are looking forward to having you on our team. Let me be the first to welcome you aboard! We are sure you will find it a challenging and rewarding experience. If you have any questions, please feel free to contact us at the number(s) indicated below.
Sincerely,
/s/ Sara Stensrud
Sincerely,
/s/ Sara Stensrud
Sara Stensrud
Executive Vice President
Chief Human Resources Officer
I accept the terms and conditions of the offer as outlined above:
Please return signed copy
/s/ Kristin Gwinner
Kristin Gwinner
I accept the terms and conditions of the offer as outlined above:
Please return signed copy
/s/ Kristin Gwinner
Kristin Gwinner
