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                                                                    Exhibit 10.3


                                CHICO'S FAS, INC.
                      2002 OMNIBUS STOCK AND INCENTIVE PLAN
                           RESTRICTED STOCK AGREEMENT

  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
January 31, 2005 (the "Grant Date"), and is entered into between Chico's FAS,
Inc., a Florida corporation (the "Company"), and ____________________ (the
"Employee").

         WHEREAS, the Compensation Committee of the Board of Directors of the
Company (the "Committee") 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 January 28, 2005, the Committee approved the
grant, pursuant to the Plan, Restricted Stock to the Employee on the Grant Date
provided that the Employee continued to be employed as an employee 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 Employee
all rights, title and interest in the record and beneficial ownership of
_______________(###,###) 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
Employee 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 Employee.

         3. CUSTODY OF RESTRICTED STOCK. The shares of Restricted Stock will be
issued in the name of the Employee and deposited with the Plan Administrator as
escrow agent (the "Escrow Agent") together with a stock power endorsed in blank
by the Employee, and will not



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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 Employee may transfer the shares of Restricted Stock to a trust created by
such Employee for the benefit of the Employee and the Employee's family as part
of the Employee's estate planning program, provided that prior to any such
transfer, (a) the Employee must submit to the Company a legal opinion of the
Employee's counsel, satisfactory to the Committee, 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 Committee, 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 Employee
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 Employee's employment (defined below) with Company and each
subsidiary (as the term "subsidiary" is defined in the Plan) terminate prior to
the end of the Restriction Period set forth in Paragraph 5, the Employee shall
forfeit the right to receive the Restricted Stock that would otherwise have
vested at the end of the Restriction Period. The Employee hereby appoints the
Escrow Agent with full power of substitution, as the Employee's true and lawful
attorney-in-fact with irrevocable power and authority in the name and on behalf
of the Employee 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 to 100% of the Restricted Stock three
years after the Grant Date (with the period from the Grant Date through the date
which is three years after the Grant Date being referred to herein as the
"Restriction Period"). The table below sets forth such lapse date for the
Restricted Stock:


    NUMBER OF SHARES
       OF COMMON                DATE RESTRICTIONS
         STOCK                        LAPSE
-------------------------- -------------------------
        ________                January 31, 2008



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         6. TERMINATION OF EMPLOYMENT; CHANGE IN CONTROL. Voluntary or
involuntary termination of employment, retirement, death or disability of the
Employee, or occurrence of a Change in Control, shall affect the Employee's
rights under this Restricted Stock Agreement as follows:


            a. Voluntary Termination or Termination for Cause. If, other than as
specified below, the Employee voluntarily terminates employment (defined below)
or if the Employee's employment is terminated by the Company for cause prior to
the last day of the Restriction Period, then the Employee shall forfeit the
right to receive all shares of Restricted Stock.


            b. Termination Without Cause. If, other than as specified below, the
Employee's employment is terminated by the Company without cause prior to the
last day of the Restriction Period, then immediately such number of shares of
nonvested Restricted Stock equal to the Accelerated Portion shall fully vest,
all restrictions (other than those described in Paragraph 10) applicable to the
Accelerated Portion of the nonvested Restricted Stock shall terminate, the
Company shall release from escrow or trust and shall issue and deliver to the
Employee a certificate or certificates for the Accelerated Portion of the
nonvested Restricted Stock and the Employee shall forfeit the right to receive
all shares of the nonvested Restricted Stock in excess of the Accelerated
Portion. For these purposes, the "Accelerated Portion" shall be equal to the
number of shares which is the product of (i) a fraction, the numerator of which
is the number of completed months elapsed beginning on the Grant Date and ending
on the date of termination of employment and the denominator of which is the
total number of months in the Restriction Period, multiplied by (ii) the total
number of shares of nonvested Restricted Stock immediately prior to the date of
termination of employment.


            c. Change in Control. If a Change in Control shall occur, then
immediately all nonvested Restricted Stock shall fully vest, all restrictions
(other than those described in Paragraph 10) applicable to such Restricted Stock
shall terminate and the Company shall release from escrow or trust and shall
issue and deliver to the Employee a certificate or certificates for all shares
of Restricted Stock.


            d. Death or Disability. If the Employee's employment is terminated
by death or disability, then immediately all nonvested Restricted Stock shall
fully vest, all restrictions (other than described in Paragraph 10) applicable
to Restricted Stock shall terminate and the Company shall release from escrow or
trust and shall issue and deliver to the Employee, or in the case of death, to
the person or persons to whom the Employee's rights under this Restricted Stock
Agreement shall pass by will or by the applicable laws of descent and
distribution, or in the case of Disability, to the Employee's personal
representative, a certificate or certificates for all Restricted Stock.


            e. Retirement. If the Employee's employment is terminated by
retirement prior to the last day of the Restriction Period, then immediately
such number of shares of nonvested Restricted Stock equal to the Accelerated
Portion shall fully vest, all restrictions (other than those described in
Paragraph 10) applicable to the Accelerated Portion of the nonvested Restricted
Stock shall terminate, the Company shall release from escrow or trust and shall
issue

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and deliver to the Employee a certificate or certificates for the Accelerated
Portion of the nonvested Restricted Stock and the Employee shall forfeit the
right to receive all shares of the nonvested Restricted Stock in excess of the
Accelerated Portion. For these purposes, the "Accelerated Portion" shall be
equal to the number of shares which is the product of (i) a fraction, the
numerator of which is the number of completed months elapsed beginning on the
Grant Date and ending on the date of termination of employment and the
denominator of which is the total number of months in the Restriction Period,
multiplied by (ii) the total number of shares of nonvested Restricted Stock
immediately prior to the date of termination of employment. For these purposes,
the Employee's employment will be considered to be terminated by "retirement" if
the Employee has (i) reached age 55, and, (ii) the Employee's combined age and
years of service with the Company is equal to 65 or greater.



            f. Definition of Employment. For purposes of this Restricted Stock
Agreement, "employment" means employment by the Company or a subsidiary. In this
regard, neither the transfer of the Employee from employment by the Company to
employment by a subsidiary nor the transfer of the Employee from employment by a
subsidiary to employment by the Company nor the transfer of the Employee from
employment by a subsidiary to employment by another subsidiary shall be deemed
to be a termination of employment of the Employee. Moreover, the employment of
the Employee shall not be deemed to have been terminated because of absence from
active employment on account of temporary illness or during authorized vacation
or during temporary leaves of absence from active employment granted by the
Company or a subsidiary for reasons of professional advancement, education,
health, or government service, or during military leave for any period if the
Employee returns to active employment within 90 days after the termination of
military leave, or during any period required to be treated as a leave of
absence by virtue of any valid law or agreement. The Plan Administrator's
determination in good faith regarding whether a termination of employment of any
type or Disability has occurred shall be conclusive and determinative.


         7. OWNERSHIP RIGHTS. Subject to the restrictions set forth herein and
subject to Paragraph 9, the Employee is entitled to all voting and ownership
rights applicable to the Restricted Stock, including the right to receive any
dividends that may be paid on Restricted Stock, whether or not vested.


         8. REORGANIZATION OF COMPANY AND SUBSIDIARIES. The existence of this
Restricted Stock Agreement shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company or any
issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Restricted Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.


         9. ADJUSTMENT OF SHARES. In the event of stock dividends, spin-offs of
assets or other extraordinary dividends, stock splits, combinations of shares,
recapitalizations, mergers, consolidations, reorganizations, liquidations,
issuances of rights or warrants and similar transactions or events involving the
Company ("Recapitalization Events"), then for all purposes

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references herein to Common Stock or to Restricted Stock shall mean and include
all securities or other property (other than cash) that holders of Common Stock
of the Company are entitled to receive in respect of Common Stock by reason of
each successive Recapitalization Event, which securities or other property
(other than cash) shall be treated in the same manner and shall be subject to
the same restrictions as the underlying Restricted Stock.

         10. CERTAIN RESTRICTIONS. By accepting the Restricted Stock, the
Employee agrees that if at the time of delivery of certificates for shares of
Restricted Stock issued hereunder any sale of such shares is not covered by an
effective registration statement filed under the Securities Act of 1933 (the
"Act"), the Employee will acquire the Restricted Stock for the Employee's own
account and without a view to resale or distribution in violation of the Act or
any other securities law, and upon any such acquisition the Employee will enter
into such written representations, warranties and agreements as the Company may
reasonably request in order to comply with the Act or any other securities law
or with this Restricted Stock Agreement.

         11. AMENDMENT AND TERMINATION. No amendment or termination of this
Restricted Stock Agreement which would impair the rights of the Employee shall
be made by the Board, the Committee or the Plan Administrator at any time
without the written consent of the Employee. No amendment or termination of the
Plan will adversely affect the right, title and interest of the Employee under
this Restricted Stock Agreement or to Restricted Stock granted hereunder without
the written consent of the Employee.


         12. NO GUARANTEE OF EMPLOYMENT. This Restricted Stock Agreement shall
not confer upon the Employee any right with respect to continuance of employment
or other service with the Company or any subsidiary, nor shall it interfere in
any way with any right the Company or any subsidiary would otherwise have to
terminate such Employee's employment or other service at any time.


         13. WITHHOLDING OF TAXES. The Company shall have the right to (i) make
deductions from the number of shares of Restricted Stock otherwise deliverable
upon satisfaction of the conditions precedent under this Restricted Stock
Agreement (and other amounts payable under this Restricted Stock Agreement) in
an amount sufficient to satisfy withholding of any federal, state or local taxes
required by law, or (ii) take such other action as may be necessary or
appropriate to satisfy any such tax withholding obligations.


         14. NO GUARANTEE OF TAX CONSEQUENCES. Neither the Company nor any
subsidiary nor the Plan Administrator makes any commitment or guarantee that any
federal or state tax treatment will apply or be available to any person eligible
for benefits under this Restricted Stock Agreement.


         15. SEVERABILITY. In the event that any provision of this Restricted
Stock Agreement shall be held illegal, invalid, or unenforceable for any reason,
such provision shall be fully severable, but shall not affect the remaining
provisions of this Restricted Stock Agreement and this Restricted Stock
Agreement shall be construed and enforced as if the illegal, invalid, or
unenforceable provision had never been included herein.


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         16. GOVERNING LAW. The Restricted Stock Agreement shall be construed in
accordance with the laws of the State of Florida to the extent federal law does
not supersede and preempt Florida law.


         17. MISCELLANEOUS PROVISIONS.

            (a) Not a Part of Salary. The grant of an Award under the Plan is
not intended to be a part of the salary of the Employee.

            (b) Conflicts With Any Employment Agreement. If the Employee has an
employment agreement with the Company or any of its subsidiaries which contains
different or additional provisions relating to vesting of restricted stock
awards, or otherwise conflicts with the terms of this Restricted Stock
Agreement, the provisions of the employment agreement shall govern.

            (c) Electronic Delivery and Signatures. The Employee hereby consents
and agrees to electronic delivery of any Plan documents, proxy materials, annual
reports and other related documents. If the Company establishes procedures for
an electronic signature system for delivery and acceptance of Plan documents
(including documents relating to any programs adopted under the Plan), the
Employee hereby consents to such procedures and agrees that his or her
electronic signature is the same as, and shall have the same force and effect
as, his or her manual signature. The Employee consents and agrees that any such
procedures and delivery may be effected by a third party engaged by the Company
to provide administrative services related to the Plan, including any program
adopted under the Plan.

         IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement effective as of the Grant Date.


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ACKNOWLEDGED AND AGREED TO                        CHICO'S FAS, INC.
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This _______ day of ________________, 20___.
                                                  By: _______________________________
                                                    Charles Kleman - Chief Financial Officer
_____________________________________________
Employee
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