Ex-10.3 Participation Agreement - Michael J. Kincaid

EXHIBIT 10.3

CHICO’S FAS, INC.
EXECUTIVE BONUS PROGRAMS

PARTICIPATION AGREEMENT

     This Participation Agreement is entered into this 3^rd day of March, 2008, by and between Chico’s FAS, Inc. (the “Company”) and Michael J. Kincaid (the “Participant”).

     WHEREAS, the Participant is a key employee of the Company selected by the Company to participate in one or more executive bonus programs (the “Programs”); and

     WHEREAS, as a condition to receiving any bonus payable pursuant to any of the Programs, the Participant acknowledges and agrees to be bound by the following condition:

Repayment of Bonus. If (a) within the two-year period immediately following payment of any Bonus under any Program the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any then applicable financial reporting requirement under the securities laws, and (b) the Participant is subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 or knowingly engaged in the misconduct, was grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct or was grossly negligent in failing to prevent the misconduct, then the Participant shall reimburse the Company for the amount of any such Bonus paid under any Program.

IN WITNESS WHEREOF, the parties have executed this Participation Agreement on the date first written above.