<PAGE>
                                                                  EXHIBIT 10.22


                               CHICO'S FAS, INC.

                     2002 OMNIBUS STOCK AND INCENTIVE PLAN


<PAGE>

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

<TABLE>
<S>     <C>    <C>     <C>                                                                       <C>
ARTICLE 1........................................................................................1
        Establishment; Purpose; Awards...........................................................1
               1.1     Establishment; Purpose....................................................1
               1.2     Types of Awards Under Plan................................................1

ARTICLE 2........................................................................................1
        DEFINITIONS..............................................................................1
               2.1     "Award(s)"................................................................1
               2.2     "Award Agreement(s)"......................................................1
               2.3     "Board" or "Board of Directors"...........................................1
               2.4     "Change in Control".......................................................2
               2.5     "Code"....................................................................2
               2.6     "Committee"...............................................................2
               2.7     "Common Stock"............................................................2
               2.8     "Company" ................................................................2
               2.10    "Exchange Act"............................................................3
               2.11    "Fair Market Value".......................................................3
               2.12    "Incentive Stock Option" or "ISO".........................................3
               2.13    "Insider".................................................................3
               2.14    "Non-Employee Director"...................................................3
               2.15    "Non-Qualified Stock Option" or "NSO".....................................3
               2.16    "Option"..................................................................3
               2.17    "Option Period"...........................................................4
               2.18    "Participant".............................................................4
               2.19    "Performance-Based Exception".............................................4
               2.20    "Plan"....................................................................4
               2.21    "Plan Administrator"......................................................4
               2.22    "Restricted Stock"........................................................4
               2.23    "Restricted Stock Units"..................................................4
               2.24    "Restriction Agreement"...................................................4
               2.25    "Restriction Period"......................................................4
               2.26    "Securities Exchange Act of 1934".........................................4
               2.27    "Stock Option Agreement"..................................................4
               2.28    "Subsidiary"..............................................................4

ARTICLE 3........................................................................................4
        Eligible Persons.........................................................................4
               3.1     Eligibility...............................................................4
</TABLE>


<PAGE>

<TABLE>
<S>     <C>    <C>     <C>                                                                      <C>
               3.2     Selection of Participants.................................................5
               3.3     General Effect of Award...................................................5

ARTICLE 4........................................................................................5
        Shares Subject to the Plan and Maximum Awards............................................5
               4.1     Sources of Shares Available for Grants and Limits on Shares Subject to the
                       Plan......................................................................5
               4.2     Maximum Awards............................................................6
               4.3     Adjustments to Limitations................................................6

ARTICLE 5........................................................................................7
        Administration...........................................................................7
               5.1     General...................................................................7
               5.2     Power and Authority.......................................................7
               5.3     Other Factors; Determinations Final.......................................8
               5.4     Quorum; Actions...........................................................9
               5.5     Delegation................................................................9
               5.6     No Liability; Indemnification.............................................9

ARTICLE 6.......................................................................................10
        Stock Options...........................................................................10
               6.1     General Method of Grant..................................................10
               6.2     Automatic Grants - Non-Employee Directors................................10
               6.3     Number of Shares.........................................................10
               6.4     Option Price.............................................................11
               6.5     Date of Grant............................................................11
               6.6     Method of Payment........................................................11
               6.7     Option Exercise Period...................................................12
               6.8     Certain Interpretations..................................................13
               6.9     Exercise and Vesting of Options..........................................13
               6.10    Multiple Grants in Single Agreement......................................14
               6.11    Minimum Exercise.........................................................14
               6.12    Other Provisions.........................................................14
               6.13    Special Provisions for Incentive Stock Options...........................15

ARTICLE 7.......................................................................................15
        Restricted Stock and Restricted Stock Units.............................................15
               7.1     Awards of Restricted Stock or Restricted Stock Units;
                       Restriction Period.......................................................15

               7.2     Restricted Stock.........................................................16
               7.3     Restricted Stock Units...................................................16
               7.4     Lapse of Restrictions; Awards Subject to Time Goal.......................17
</TABLE>


<PAGE>

<TABLE>
<S>     <C>    <C>     <C>                                                                      <C>
               7.5     Lapse of Restrictions; Awards Subject to Price/Time Goal or Performance
                       Goal.....................................................................17
               7.6     Forfeitures..............................................................17

ARTICLE 8.......................................................................................18
        Miscellaneous...........................................................................18
               8.1     Adjustment of Number of Shares, Etc......................................18
               8.2     Transferability..........................................................19
               8.3     Change in Control........................................................19
               8.4     Performance Based Compensation...........................................19
               8.5     Beneficiary Designation..................................................19
               8.6     Tax Withholding..........................................................20
               8.7     Gender and Number........................................................20
               8.8     Choice of Law............................................................20
               8.9     No Stockholder Rights....................................................20
               8.10    Amendments; Exchanges, Termination or Suspension.........................21
               8.11    Listing and Registration of Common Stock.................................21
               8.12    Compliance with Applicable Laws..........................................22
               8.13    Stock Certificates; Book Entry...........................................22
               8.14    No Implied Rights to Employees...........................................22
               8.15    Necessity for Delay......................................................22
               8.16    Use of Proceeds..........................................................23
               8.17    No Obligation to Exercise................................................23
               8.18    Assignment by Company; Third Party Beneficiaries.........................23
               8.19    Effective Date...........................................................23
               8.20    Term of the Plan.........................................................23
</TABLE>


<PAGE>

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

                                   ARTICLE 1

                         ESTABLISHMENT; PURPOSE; AWARDS

         1.1      Establishment; Purpose. Chico's FAS, Inc. (the "Company")
hereby establishes the 2002 Omnibus Stock and Incentive Plan (the "Plan") in
order to (i) attract and retain Participants as long-term employees or
directors; (ii) motivate Participants, by means of appropriate incentives, to
achieve long-range goals; (iii) provide incentive compensation opportunities
that are competitive with those of other similar companies; and (iv) further
identify Participants' interests with those of the Company's other stockholders
through compensation based on the Company's common stock; and, as a result of
the foregoing, promote the long-term financial interest of the Company and its
stockholders.

         1.2      Types of Awards Under Plan. Under the Plan, the Company may
grant Incentive Stock Options, Non-Qualified Stock Options, Restricted Stock,
and Restricted Stock Units.

                                   ARTICLE 2

                                  DEFINITIONS

         The following words and terms as used herein shall have that meaning
set forth in this Article 2, unless a different meaning is clearly required by
the context. Whenever appropriate, words used in the singular shall be deemed
to include the plural and vice versa, and the masculine gender shall be deemed
to include the feminine gender.

         2.1      "Award(s)" shall mean any award or benefit granted or awarded
under the Plan, including, without limitation, Options, Restricted Stock, and
Restricted Stock Units.

         2.2      "Award Agreement(s)" shall mean any document, agreement or
certificate deemed by the Committee as necessary or advisable to be entered
into with or delivered to a Participant in connection with or as a condition
precedent to the valid completion of the grant of an Award under the Plan.
Award Agreements include Stock Option Agreements and Restriction Agreements.

         2.3      "Board" or "Board of Directors" shall mean the Board of
Directors of the Company.

                               Chico's FAS, Inc.                          Page 1
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         2.4      "Change in Control" shall mean:

                  (a)      a change in control of the Company of a nature that
                           is required, pursuant to the Exchange Act to be
                           reported in response to Item 1(a) of a Current
                           Report on Form 8-K or Item 6(e) of Schedule 14A, in
                           each case, as such requirements are in effect on
                           January 1, 2002;

                  (b)      the adoption by the Company of a plan of dissolution
                           or liquidation;

                  (c)      the closing of a sale of all or substantially all of
                           the assets of the Company;

                  (d)      the closing of a merger, reorganization or similar
                           transaction (a "Transaction") involving the Company
                           in which the Company is not the surviving
                           corporation or, if the Company is the surviving
                           corporation, immediately following the closing of
                           the Transaction, persons who were stockholders of
                           the Company immediately prior to the Transaction own
                           less than 75% of the combined voting power of the
                           surviving corporation's voting securities; or

                  (e)      the acquisition of "Beneficial Ownership" (as
                           defined in Rule 13d-3 under the Exchange Act as in
                           effect on January 1, 2002) of the Company's
                           securities comprising 25% or more of the combined
                           voting power of the Company's outstanding securities
                           by any "person" (as that term is used in Sections
                           13(d) and 14(d)(2) of the Exchange Act and the rules
                           and regulations promulgated thereunder, but not
                           including any trustee or fiduciary acting in that
                           capacity for an employee benefit plan sponsored by
                           the Company) and such person's "affiliates" and
                           "associates" (as those terms are defined under the
                           Exchange Act).

Notwithstanding any provision above to the contrary, no Change in Control shall
be deemed to have occurred with respect to any particular Participant by virtue
of a transaction, or series of transactions, that results in the Participant,
or a group of persons including the Participant, acquiring the Beneficial
Ownership of more than 25% of the combined voting power of the Company's
outstanding securities.

         2.5      "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and the regulations promulgated thereunder.
Reference to a specific section of the Code shall include a reference to any
successor or replacement provision.

         2.6      "Committee" shall mean the Compensation and Benefits
Committee of the Board of Directors, as defined in Article 5.

                               Chico's FAS, Inc.                          Page 2
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         2.7      "Common Stock" shall mean the common stock, par value $.01
per share, of the Company.

         2.8      "Company" shall mean Chico's FAS, Inc. and its successors.

         2.9      "Employee" shall mean any employee of the Company or of a
Subsidiary. Directors who are employed by the Company or by a Subsidiary shall
be considered Employees under the Plan.

         2.10     "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time, or any successor statute.

         2.11     "Fair Market Value" of a share of Common Stock means, as of
any date, the value of a share of the Common Stock determined as follows:

                  (a)      if the Common Stock is publicly traded and is then
                           listed on a national securities exchange, its
                           closing price on the date of determination on the
                           principal national securities exchange on which the
                           Common Stock is listed or admitted to trading as
                           reported in The Wall Street Journal or such other
                           source as the Committee deems reliable;

                  (b)      if the Common Stock is then quoted on the Nasdaq
                           National Market or Nasdaq SmallCap Market, its
                           closing price on such market on the date of
                           determination as reported in The Wall Street Journal
                           or such other source as the Committee deems
                           reliable;

                  (c)      if the Common Stock is publicly traded but is not
                           quoted on the Nasdaq National Market or the Nasdaq
                           SmallCap Market and is not listed or admitted to
                           trading on a national securities exchange, the
                           average of the closing bid and asked prices on the
                           date of determination as reported in The Wall Street
                           Journal or such other source as the Committee deems
                           reliable; or

                  (d)      if none of the foregoing is applicable, by the
                           Committee in good faith.

         2.12     "Incentive Stock Option" or "ISO" shall mean an Option that
is intended to qualify as an "incentive stock option" under Section 422 of the
Code.

         2.13     "Insider" shall mean an individual who is, on the relevant
date, subject to the reporting requirements of Section 16(a) of the Exchange
Act.

         2.14     "Non-Employee Director" shall mean (a) a member of the Board
of Directors who is not an Employee or (b) a member of the board of directors
(or comparable governing body) of a Subsidiary who is not an Employee.

                               Chico's FAS, Inc.                          Page 3
                        Omnibus Stock and Incentive Plan


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         2.15     "Non-Qualified Stock Option" or "NSO" shall mean an Option
that is not intended to qualify as an "incentive stock option" under Section
422 of the Code.

         2.16     "Option" shall mean an Incentive Stock Option or a
Non-Qualified Stock Option granted in accordance with the provisions of Article
6.

         2.17     "Option Period" is defined in Section 6.6.

         2.18     "Participant" shall mean any Employee or any Non-Employee
Director to whom an Award is granted under the Plan or who holds an outstanding
Award.

         2.19     "Performance-Based Exception" shall mean the
performance-based exception from the tax deductibility limitation imposed by
Section 162(m) of the Code, as set forth in Section 162(m)(4)(C) of the Code.

         2.20     "Plan" shall mean the Chico's FAS, Inc. 2002 Omnibus Stock
and Incentive Plan, as set forth herein and as amended from time to time.

         2.21     "Plan Administrator" shall mean the Company's Vice President
- Human Resources, or such other person designated by the Committee to act as
Plan Administrator.

         2.22     "Restricted Stock" shall mean shares of Common Stock subject
to the provisions of Article 7 and granted in an Award in accordance with the
provisions of Article 7.

         2.23     "Restricted Stock Units" shall mean the right to receive
shares of Common Stock or the cash equivalent thereof subject to the provisions
of Article 7 granted as an Award in accordance with the provisions of Article
7.

         2.24     "Restriction Agreement" is defined in Section 7.4.

         2.25     "Restriction Period" is defined in Section 7.3.

         2.26     "Securities Exchange Act of 1934" shall mean the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder, or any successor or replacement statute or regulation of similar
import.

         2.27     "Stock Option Agreement" is defined in Section 6.1.

         2.28     "Subsidiary" shall mean any corporation that at the time
qualifies as a subsidiary of the Company under the definition of "subsidiary
corporation" contained in Section 424(f) of the Code.

                               Chico's FAS, Inc.                          Page 4
                        Omnibus Stock and Incentive Plan


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                                   ARTICLE 3

                                ELIGIBLE PERSONS

         3.1      Eligibility. All Employees and Non-Employee Directors are
eligible to participate in the Plan. The Company may grant an Award to any
Employee who is in the employ of the Company or any Subsidiary on the date of a
grant of such Award. The Company may grant an Award (other than an Incentive
Stock Option) to any person who is a Non-Employee Director on the date of a
grant of such Award. During the term of the Plan, the Company shall
automatically grant Non-Qualified Stock Options to Non-Employee Directors at
such times, in such amounts and in accordance with such terms as are
hereinafter provided in the Plan.

         3.2      Selection of Participants.

                  (a)      Subject to the provisions of the Plan, the Committee
may, from time to time, select from all Employees those to whom Awards shall be
granted and shall determine the nature and size of each Award.

                  (b)      The Board of Directors shall determine the
discretionary Awards to be granted to the Non-Employee Directors in accordance
with the Company's compensation program for Non-Employee Directors, as such
program may be determined from time to time.

         3.3      General Effect of Award. Each Participant to whom the
Committee or the Board of Directors has granted an Award shall be bound by the
terms of the Plan and the Award Agreement applicable to him or her.

                                   ARTICLE 4

                 SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

         4.1      Sources of Shares Available for Grants and Limits on Shares
Subject to the Plan. The Common Stock for which Awards are granted under the
Plan shall be subject to the following conditions and limitations:

                  (a)      The shares of Common Stock with respect to which
                           Awards are made under the Plan shall be shares
                           currently authorized but unissued or currently held
                           or subsequently acquired by the Company as treasury
                           shares, including shares purchased in the open
                           market or in private transactions for use under the
                           Plan.

                               Chico's FAS, Inc.                          Page 5
                        Omnibus Stock and Incentive Plan


<PAGE>

                  (b)      The maximum aggregate number of shares of Common
                           Stock that may be delivered to Participants and
                           their beneficiaries under the Plan shall be equal to
                           the sum of: (i) two million (2,000,000) shares of
                           Common Stock; (ii) any shares of Common Stock
                           available for future awards under any prior option
                           plan of the Company (the "Prior Plans") as of the
                           Effective Date (including without limitation the
                           1992 Stock Option Plan, the 1993 Stock Option Plan
                           and the Non-Employee Directors' Stock Option Plan);
                           and (iii) any shares of Common Stock that are
                           represented by options granted under any Prior Plans
                           which are forfeited, expire or are canceled without
                           delivery of shares of Common Stock.

                  (c)      To the extent provided by the Committee (or by the
                           Board with respect to any Awards granted to
                           Non-Employee Directors), any Award may be settled in
                           cash rather than Common Stock. To the extent any
                           shares of Common Stock covered by an Award are not
                           delivered to a Participant or beneficiary because
                           the Award is forfeited or canceled, or the shares of
                           Common Stock are not delivered because the Award is
                           settled in cash or used to satisfy the applicable
                           tax withholding obligation, such shares shall not be
                           deemed to have been delivered for purposes of
                           determining the maximum number of shares of Common
                           Stock available for delivery under the Plan.

                  (d)      If the exercise price of any Option granted under
                           the Plan or any Prior Plan is satisfied by tendering
                           shares of Common Stock to the Company (by either
                           actual delivery or by attestation), only the number
                           of shares of Common Stock issued net of the shares
                           of Common Stock tendered shall be deemed delivered
                           for purposes of determining the maximum number of
                           shares of Stock available for delivery under the
                           Plan.

         4.2      Maximum Awards. Subject to Section 4.3, the following
additional limitations on the maximum numbers of shares of Common Stock in the
case of certain Awards are imposed under the Plan:

                  (a)      The maximum number of shares of Common Stock that
                           may be issued in conjunction with Awards granted
                           pursuant to Article 7 (relating to Restricted Stock
                           and Restricted Stock Units) shall be four hundred
                           thousand (400,000) shares.

                  (b)      The maximum number of shares of Common Stock that
                           may be covered by Awards granted to any one
                           individual pursuant to Article 6 (relating to
                           Options) shall be two hundred fifty thousand
                           (250,000) shares during any one calendar-year
                           period.

                               Chico's FAS, Inc.                          Page 6
                        Omnibus Stock and Incentive Plan


<PAGE>

                  (c)      For Restricted Stock and Restricted Stock Units that
                           are intended to be "performance-based compensation"
                           (as that term is used for purposes of Section 162(m)
                           of the Code), no more than one hundred thousand
                           (100,000) shares of Common Stock may be subject to
                           such Awards granted to any one individual during any
                           one-calendar-year period. If, after shares have been
                           earned, the delivery is deferred, any additional
                           shares attributable to dividends during the deferral
                           period shall be disregarded.

         4.3      Adjustments to Limitations. The number of shares and the
limitations on the number of shares set forth in each of the foregoing
provisions of this Article 4 shall be subject to adjustment as provided in
Section 8.1.

                                   ARTICLE 5

                                 ADMINISTRATION

         5.1      General. Except as otherwise determined by the Board of
Directors in its discretion or as otherwise expressly provided for in this
Article 5, the Plan shall be administered by the Committee, or if no Committee
is appointed and serving as provided herein, by the full Board of Directors.
The Committee shall consist of not less than two (2) nor more than five (5)
persons, each of whom shall be a member of the Board and a "disinterested
person" (as such term is defined in Rule 16b-3 under the Securities Exchange
Act of 1934) and who also qualify as outside directors within the meaning of
Section 162(m) of the Code and the related regulations. The Board of Directors
may from time to time remove members from, or add members to, the Committee.
Vacancies on the Committee, howsoever caused, shall be filled by the Board of
Directors.

         5.2      Power and Authority. Subject to the express provisions of the
Plan, the Committee shall have complete authority, in its discretion:

                  (a)      to interpret the Plan and the Awards granted
                           hereunder, and to prescribe, amend and rescind rules
                           and regulations relating to the Plan and the Awards
                           granted hereunder;

                  (b)      to determine the terms and provisions of Awards
                           granted hereunder and to make such determinations as
                           to the Participants to receive Awards, the form,
                           amount and timing of such Awards, the terms and
                           provisions of such Awards, and the Award Agreements
                           evidencing the same, which need not be uniform and
                           which the Committee may make selectively among
                           Participants who receive, or who are to receive,
                           Awards under the Plan, whether or not the
                           Participants are similarly situated;

                               Chico's FAS, Inc.                          Page 7
                        Omnibus Stock and Incentive Plan


<PAGE>

                  (c)      to determine to whom Options shall be granted, the
                           times and the prices at which Options are granted,
                           the Option periods, the number of shares of Common
                           Stock to be subject to each Option, whether each
                           Option shall be an Incentive Stock Option or a
                           Non-Qualified Stock Option, and to determine the
                           terms and provisions of each Option (which need not
                           be identical);

                  (d)      to determine to whom Restricted Stock and Restricted
                           Stock Units shall be granted, the Restriction
                           Period, the number of shares of Restricted Stock,
                           the terms and provisions (which need not be
                           identical) of awards of Restricted Stock and
                           Restricted Stock Units and whether the Participant
                           has met the goals on or before the close of the
                           Restriction Period;

                  (e)      to impose such limitations with respect to Options,
                           shares issued pursuant to Options, and Restricted
                           Stock, including without limitation, any relating to
                           the application of federal or state securities laws,
                           as the Committee may deem necessary or desirable;

                  (f)      to condition the granting of any Award upon a
                           Participant's entering into a confidentiality,
                           noncompetition, nonsolicitation, nonacceptance,
                           and/or "lock-up" agreement, including without
                           limitation, a confidentiality, noncompetition,
                           nonsolicitation, nonacceptance, and/or "lock-up"
                           agreement included as part of the Award Agreement;

                  (g)      to determine the dates of employment or service of
                           any Participant, and the reasons for termination of
                           any Participant;

                  (h)      to determine whether any leave of absence
                           constitutes a termination of employment or service
                           for purposes of the Plan and Awards made pursuant to
                           the Plan and the impact, if any, of such leave of
                           absence on awards theretofore made under the Plan;

                  (i)      to determine when a person's change of status with
                           respect to the Company constitutes a termination of
                           such person's employment or service for purposes of
                           the Plan and Awards made pursuant to the Plan;

                  (j)      to make such determinations as it deems equitable
                           with respect to the impact, if any, of leaves of
                           absence from the Company upon Awards hereunder;

                  (k)      to grant dividend equivalents upon Awards (other
                           than Restricted Stock for which Participants are
                           entitled to receive dividends and other
                           distributions paid with

                               Chico's FAS, Inc.                          Page 8
                        Omnibus Stock and Incentive Plan


<PAGE>

                           respect to shares of Common Stock so held), provided
                           that any such dividend equivalents shall be subject
                           to the terms and conditions imposed by the
                           Committee;

                  (l)      to amend the terms and conditions of any Award
                           Agreement after the grant of the Award to which such
                           Award Agreement relates, subject to the terms and
                           conditions of the Plan, in a manner that is not
                           adverse to the rights of the Participant receiving
                           such Award as set forth in the Award Agreement or
                           under the Plan; and

                  (m)      to make all other determinations necessary or
                           advisable for the administration of the Plan and
                           Awards.

         With respect to the Non-Employee Directors, the authority conferred by
this Section 5.2 shall rest with the Board of Directors and not the Committee.

         5.3      Other Factors; Determinations Final. In making determinations
under this Article 5, the Committee or the Board, as the case may be, may take
into account the nature of the services rendered by the respective Participant,
their present and potential contributions to the success of the Company and
such other factors as the Committee or the Board, in its discretion, deems
relevant. The Committee's determination and the Board's determination on all of
the matters referred to in this Article 5 shall be final, conclusive and
binding on all persons.

         5.4      Quorum; Actions. The Committee shall select one of its
members as chairman, and shall hold meetings at such times and places as it may
determine. The acts of a majority of the Committee in meetings at which a
quorum is present, or acts reduced to or approved in writing by a majority of
the members of the Committee, shall be valid acts of the Committee.

         5.5      Delegation. Except to the extent prohibited by applicable law
or the applicable rules of a stock exchange, the Committee and the Board shall
have the authority to delegate administrative duties, including the authority
to respond to and decide claims or appeals under the Plan and to interpret the
Plan terms, to one or more of its members, to the Plan Administrator or to any
other person or persons selected by it. Notwithstanding the foregoing, neither
the Committee or the Board may delegate its authority with respect to (a)
non-ministerial actions with respect to Insiders; (b) non- ministerial actions
with respect to Awards that are intended to qualify for the Performance-Based
Exception; and (c) certifying that any performance goals and other material
terms attributable to Awards intended to qualify for the Performance-Based
Exception have been satisfied. Any such allocation or delegation may be revoked
by the Committee or the Board, as the case may be, at any time.

         5.6      No Liability; Indemnification. No member of the Committee or
the Board shall be liable for any action or determination made in good faith
with respect to the Plan. To the fullest extent permitted

                               Chico's FAS, Inc.                          Page 9
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<PAGE>

by law, each person who is or shall have been a member of the Committee or the
Board shall be indemnified and held harmless by the Company against and from
any loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him or her in settlement thereof,
with the Company's approval, or paid by him or her in satisfaction of any
judgment in any such action, suit, or proceeding against him or her, provided
that the person shall give the Company an opportunity, at its own expense, to
handle and defend the same before the person undertakes to handle and defend it
on his or her own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or Bylaws, by contract
or under a policy of insurance, as a matter of law, or otherwise, or any power
that the Company may have to indemnify them or hold them harmless.

                                   ARTICLE 6

                                 STOCK OPTIONS

         6.1      General Method of Grant. Each Option granted under the Plan
to Employees shall be authorized by the Committee and each Option granted under
the Plan to Non-Employee Directors shall be authorized by the Board (other than
automatic grants to Non-Employee Directors which are considered to have been
authorized by the adoption of the Plan). Each Option shall be evidenced by a
written agreement or option certificate in such form as the Committee or the
Board, as the case may be, from time to time shall approve or authorize (the
"Stock Option Agreement"), which shall be executed by the Company and by the
Participant, and shall be subject to the terms and conditions of this Article
6.

         6.2      Automatic Grants - Non-Employee Directors.

                  (a)      Each Non-Employee Director shall be granted
automatically (and following the adoption of the Plan by the Board of
Directors, without the need for any further action on the part of the Board of
Directors) an NSO for 10,000 shares of Common Stock upon his or her initial
appointment to the Board and the grant date of such Option shall be the date of
such initial appointment.

                  (b)      In addition, each year, as of the date of the Annual
Meeting of Stockholders of the Company, each Non-Employee Director who
immediately prior to the Annual Meeting is then serving as a member of the
Board and who is either reelected or continues as a member of the Board after
the adjournment of the Annual Meeting shall be granted automatically (and
following the adoption of the Plan by the Board of Directors, without the need
for any further action on the part of the Board of Directors) an NSO for 10,000
shares of Common Stock and the grant date of such Option shall be the date of
such Annual Meeting.

                               Chico's FAS, Inc.                         Page 10
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<PAGE>

                  (c)      The number of shares of Common Stock which are to be
initially reflected in each automatic grant under this Section 6.2 shall remain
at 10,000 shares and shall not be adjusted as a result of the types of events
covered by Section 8.1. For example, if the Company were to effectuate a
two-for-one stock split, the then outstanding NSO's previously granted to
Non-Employee Directors under this Section 6.2 would be proportionately and
appropriately adjusted as provided for in Section 8.1. However, any
Non-Employee Director newly-elected after such stock split would receive an NSO
for 10,000 shares upon his or her initial appointment and at the next following
Annual Meeting, each of the Non-Employee Directors entitled to receive
automatic grants under Section 6.2(b) would receive an NSO for 10,000 shares of
Common Stock.

         6.3      Number of Shares.

                  (a)      The number of shares of Common Stock covered by an
Option granted to an Employee shall be established in each case by the
Committee on the date of grant.

                  (b)      Except as otherwise provided with respect to
automatic grants provided for in Section 6.2, the number of shares of Common
Stock covered by an Option granted to a Non-Employee Director shall be
established in each case by the Board on or as of the date of grant.

         6.4      Option Price.

                  (a)      The price at which shares of Common Stock covered by
each Option granted to an Employee may be purchased pursuant thereto shall be
established or determined by a method established in each case by the Committee
on or as of the date of grant and such price or method shall be stated in the
Stock Option Agreement; provided, however, that the purchase price shall be an
amount not less than the Fair Market Value of the shares of Common Stock at the
time the Option is granted.

                  (b)      The price at which shares of Common Stock covered by
each Option automatically granted to a Non-Employee Director pursuant to
Section 6.2 shall be the Fair Market Value of a share of Common Stock on the
date of grant.

                  (c)      With respect to Options granted to a Non-Employee
Director other than automatic grants pursuant to Section 6.2, the price at
which shares of Common Stock covered by each such Option may be purchased
pursuant thereto shall be established or determined by a method established in
each case by the Board on or as of the date of grant and such price or method
shall be stated in the Stock Option Agreement; provided, however, that the
price at which shares of Common Stock may be purchased shall not be less than
the Fair Market Value of a share of Common Stock on the date of grant.

         6.5      Date of Grant. Except as otherwise provided in Section 6.2
with respect to automatic grants of Options to Non-Employee Directors, the date
on which or as of which the Committee or the

                               Chico's FAS, Inc.                         Page 11
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<PAGE>

Board, as the case may be, approves the grant of an Option shall be considered
to be the respective "date of grant" for all purposes under the Plan.

         6.6      Method of Payment. The purchase price of the shares of Common
Stock which may be purchased pursuant to each Option shall be subject to the
following:

                  (a)      Subject to the other provisions of this Section 6.6,
the full option price for shares of Common Stock purchased upon exercise of any
Option shall be paid at the time of exercise (except that, in the case of an
exercise arrangement approved by the Committee or the Board, as the case may
be, and described in Section 6.6(c), payment may be made as soon as practicable
after the exercise).

                  (b)      The option price shall be payable (A) in United
States dollars in cash or by check, bank draft or money order payable to the
order of the Company, (B) by the delivery of shares of Common Stock already
owned by the Participant, in a manner acceptable to the Committee or the Board,
as the case may be; (C) by any other legally permissible means acceptable to
the Committee or the Board, as the case may be, specified in the Stock Option
Agreement; or (D) at the discretion of the Committee or the Board, as the case
may be, through a combination of some or all of the preceding payment methods
provided such combination is specified in the Stock Option Agreement. Shares of
Common Stock delivered as payment will be valued at their Fair Market Value on
the day of delivery for the purpose of determining the extent to which the
option purchase price has been paid thereby, or as otherwise determined by the
Committee or the Board, as the case may be, in its respective discretion
pursuant to any reasonable method contemplated by Section 422 of the Code.

                  (c)      To the extent permitted by applicable law and
regulations, the Committee or the Board, as the case may be, may permit a
Participant to elect to pay the option purchase price upon the exercise of an
Option by irrevocably authorizing a third party to sell shares of Common Stock
(or a sufficient portion of the shares) acquired upon exercise of the Option
and remit to the Company a sufficient portion of the sale proceeds to pay the
entire option purchase price and any tax withholding resulting from such
exercise and sale.

                               Chico's FAS, Inc.                         Page 12
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         6.7      Option Exercise Period.

                  (a)      Each Stock Option Agreement with respect to each
Option automatically granted to a Non-Employee Director pursuant to Section 6.2
shall provide that the Option may be exercised by the Participant in such
portions and at such times as may be specified in such Stock Option Agreement,
within a period ending ten (10) years after the date of grant (the "Option
Period"). Subject to the Option Period specified in this Section 6.7(a) and the
vesting and exercise provisions of Section 6.9, if a Participant ceases to be a
director of the Company for any reason before the date of expiration of the
Option Period of any Option automatically granted to a Non-Employee Director
pursuant to Section 6.2, all rights to exercise such Option and purchase Common
Stock thereunder shall terminate on the earlier of (i) the date of expiration
of the applicable Option Term or (ii) five (5) years following the date on
which such person ceases to be a director of the Company.

                  (b)      Each Stock Option Agreement with respect to any
Option other than an Option automatically granted to a Non-Employee Director
pursuant to Section 6.2 shall provide that the Option may be exercised by the
Participant in such portions and at such times as may be specified in such
Stock Option Agreement, subject to an Option Period ending not later than ten
(10) years after the date of grant; provided, however, that the Option Period
shall end on the date specified in such Stock Option Agreement or, with respect
to any Option granted to an Employee, if earlier, the ending date of the period
specified in the next sentence. An Option granted to an Employee may be
exercised only during the Option Period and only:

                           (1)      during the continuance of the Participant's
                                    employment with the Company or a
                                    Subsidiary;

                           (2)      if the Participant terminates employment
                                    with the Company or a Subsidiary other than
                                    by reason of death, during the period
                                    ending ninety (90) days after the date of
                                    termination of employment, but only to the
                                    extent that the right to exercise such
                                    Options had vested on or before the date of
                                    termination and had not previously been
                                    exercised; provided, that if the
                                    Participant's' employment is terminated by
                                    reason of disability (within the meaning of
                                    Section 22(e)(3) of the Code), or if the
                                    Participant dies during the ninety (90) day
                                    period, the ninety (90) day exercise period
                                    shall be extended to one (1) year; or

                           (3)      if the Participant dies while employed by
                                    the Company or a Subsidiary, during the
                                    period ending on the first anniversary of
                                    the Participant's death, but only to the
                                    extent that the right to exercise such
                                    Options had vested on or before the date of
                                    death and had not previously been
                                    exercised.

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<PAGE>

         6.8      Certain Interpretations.

                  (a)      Whether an authorized leave of absence or absence
for military or governmental service shall constitute termination of employment
for purposes of the Plan shall be determined by the Committee, whose
determination shall be final, conclusive and binding on all persons. Transfers
of employment between the Company and any of its Subsidiaries shall not be
considered to be a termination of employment for the purposes of the Plan.

                  (b)      In the event of the death of a Participant, Options
held by the Participant may be exercised, to the extent permitted in the Stock
Option Agreement and in Section 6.7, by the person or persons entitled to do so
under the Participant's will, or, if the Participant fails to make testamentary
disposition of said Options or dies intestate, by the Participant's legal
representative or representatives.

         6.9      Exercise and Vesting of Options.

                  (a)      One hundred percent (100%) of the total number of
shares of Common Stock covered by each Option automatically granted to a
Non-Employee Director pursuant to Section 6.2 shall become exercisable on the
last to occur of (i) the date which is six (6) months after the date of the
grant of the Option or (ii) the completion of the Non-Employee Director's first
one term-year as a member of the Board (as used herein, the term "term-year"
means that period from one Annual Meeting to the subsequent Annual Meeting).

                  (b)      Unless otherwise specified by the Committee or the
Board, as the case may be, and reflected in the Stock Option Agreement, the
right to exercise each Option other than an Option automatically granted to a
Non-Employee Director pursuant to Section 6.2 shall accrue in accordance with
the following vesting schedule:

<TABLE>
<CAPTION>
                            TIME AFTER             SHARES VESTED
                          DATE OF GRANT           AND EXERCISABLE
                          -------------           ---------------
                  <S>                             <C>
                  Less than 1 year                         0%
                  1 year but less than 2 years        33 1/3%
                  2 years but less than 3 years       66 2/3%
                  3 years or more                        100%
</TABLE>

                  (c)      Notwithstanding the foregoing, a Participant shall
be 100% vested in the number of shares of Common Stock originally covered by an
Option in the event Participant dies or becomes totally and permanently
disabled (as determined in the sole discretion of the Committee) while still
employed by

                               Chico's FAS, Inc.                         Page 14
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<PAGE>

the Company or upon a Change in Control while the Participant is still so
employed. When it deems other special circumstances to exist, the Committee or
the Board, as the case may be, in its discretion may accelerate the time at
which an Option may be exercised or may modify the terms of the Option to
provide for other special circumstances under which the right to exercise the
Option would be accelerated if, under previously established exercise terms,
such Option was not immediately exercisable in full, even if the acceleration
would permit the Option to be exercised more rapidly than the vesting set forth
above in the vesting schedule set forth above or in the Stock Option Agreement,
or as otherwise specified by the Committee or the Board, would permit.

         6.10     Multiple Grants in Single Agreement. In the discretion of the
Committee, a single Stock Option Agreement may include both Incentive Stock
Options and Non-Qualified Stock Options, or separate Stock Option Agreements
may be set forth for Incentive Stock Options and Non-Qualified Stock Options.

         6.11     Minimum Exercise. Notwithstanding anything contained herein
to the contrary, if an Option covers 100 or more shares of Common Stock, then
the Participant may exercise such Option only with respect to at least 100
shares at any one time, and if any Option covers fewer than 100 shares, then
the Participant must exercise such Option for all shares covered by the Option
at one time.

         6.12     Other Provisions. The Stock Option Agreements under the Plan
may contain such other terms, provisions and conditions not inconsistent with
the Plan as shall be determined by the Committee or the Board, as the case may
be, in its discretion, including, without limitation, provisions: (i) relating
to the vesting and termination of Options; (ii) relating to exercisability of
Options, including without limitation immediate exercisability and separate
vesting of the rights to shares of Common Stock acquired upon exercise; (iii)
restricting the transferability of such shares during a specified period; and
(iv) requiring the resale of such shares to the Company, at a price as specified
in the Stock Option Agreement, if the Participant's employment by the Company
terminates prior to a time specified in the Stock Option Agreement.

         6.13     Special Provisions for Incentive Stock Options. Each Option
that is intended to qualify as an Incentive Stock Option pursuant to Section
422 of the Code, and each Option that is intended to qualify as another type of
incentive stock option that may subsequently be authorized by law, shall comply
with the applicable provisions of the Code pertaining to such options.
Accordingly, the provisions of the Plan with respect to Incentive Stock Options
shall be construed in a manner consistent with such requirements, and no person
shall be eligible to receive any Incentive Stock Options under the Plan if such
person would not be able qualify for the benefits of incentive stock options
under Section 422 of the Code. Without limitation on the foregoing, and
notwithstanding the foregoing provisions of this Section 6.13, if any Incentive
Stock Option is granted to any person at a time when such person owns, within
the meaning of Section 424(d) of the Code, more than ten percent (10%) of the
total combined voting power of all classes of stock of the employer corporation
(or a parent or subsidiary of such corporation within the meaning of Section
424 of the Code), the price at which each share of Common Stock covered by such
Option may be purchased pursuant to such Option shall not be less than one
hundred ten percent (110%) of the Fair

                               Chico's FAS, Inc.                         Page 15
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<PAGE>

Market Value of the shares of Common Stock at the time the Option is granted,
and such Option must be exercised no event later than the fifth anniversary of
the date on which the Option was granted. Moreover, as long as and to the
extent required by the Code, the aggregate Fair Market Value (determined as of
the time an Incentive Stock Option is granted) of the shares of Common Stock
with respect to which Incentive Stock Options are exercisable for the first
time by any Participant in any calendar year under the Plan and under all other
incentive stock option plans of the Company and any parent and subsidiary
corporations of the Company (as those terms are defined in Section 424 of the
Code) shall not exceed $100,000.

                                   ARTICLE 7

                  RESTRICTED STOCK AND RESTRICTED STOCK UNITS.

         7.1      Awards of Restricted Stock or Restricted Stock Units;
Restriction Period.

                  (a)      At the time of an Award of Restricted Stock or
Restricted Stock Units, there shall be established for each Participant a
restriction period (the "Restriction Period"), which shall lapse (i) upon the
completion of a period of time ("Time Goal") as shall be determined by the
Committee or the Board, as the case may be, (ii) upon the achievement of stock
price goals within certain time periods ("Price/Time Goal") as shall be
determined by the Committee or the Board, as the case may be, or (iii) upon
achievement of performance or other objectives ("Performance Goal") as shall be
determined by the Committee or the Board, as the case may be.

                  (b)      Notwithstanding the foregoing provisions of Section
7.1(a) and except a otherwise provided in Section 7.4, Section 7.5 or Section
8.3, with respect to any Award of Restricted Stock or Restricted Stock Units
which is to be subject to a Time Goal, such Time Goal established by the
Committee or the Board, as the case may be, at the time of grant shall not
provide for a lapse of the applicable restrictions more rapidly than would be
permitted by the following schedule:

<TABLE>
<CAPTION>
                            TIME AFTER            SHARES AS TO WHICH
                          DATE OF GRANT           RESTRICTION LAPSES
                          -------------           ------------------
                  <S>                             <C>
                  Less than 1 year                          0%
                  1 year but less than 2 years         33 1/3%
                  2 years but less than 3 years        66 2/3%
                  3 years or more                         100%
</TABLE>

                               Chico's FAS, Inc.                         Page 16
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<PAGE>

         7.2      Restricted Stock. The Committee or the Board, as the case may
be, may award to any Participant shares of Common Stock, subject to this
Article 7 and such other terms and conditions as the Committee or the Board may
prescribe ("Restricted Stock"). Each certificate for Restricted Stock shall be
registered in the name of the Participant and deposited by the Participant,
together with a stock power endorsed in blank, with the Plan Administrator.
Restricted Stock awarded under the Plan shall be evidenced by a signed written
agreement containing such terms and conditions as the Committee or the Board,
as the case may be, may from time to time determine in its discretion (the
"Restriction Agreement"). Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as hereinafter provided,
during the Restriction Period. Except for such restrictions on transfer, the
Participant as owner of such Restricted Stock shall have all the rights of a
holder of such Common Stock. If provided in the Restriction Agreement approved
by the Committee at the time of grant, a Participant may transfer Restricted
Stock to a trust, provided that the Committee or the Board, as the case may be,
may require that the Participant submit an opinion of his or her legal counsel,
satisfactory to the Committee or the Board, as the case may be, that such
holding has no adverse tax or securities law consequences for the Company. With
respect to Restricted Stock that is issued subject to a Time Goal, a Price/Time
Goal or a Performance Goal, the Plan Administrator shall redeliver to the
Participant (or the Participant's legal representative or designated
beneficiary) the certificates deposited pursuant to this subsection (b) at the
expiration of the Restriction Period. Notwithstanding the foregoing, if
Restricted Stock is issued subject to a Time Goal, a Price/Time Goal or
Performance Goal and the Committee or the Board, as the case may be, determines
that a Participant has not achieved the Time Goal, the Price/Time Goal or the
Performance Goal before the end of the Restriction Period, the Participant
shall have no further rights with respect to the Restricted Stock, all such
shares shall be forfeited and the Committee shall have the right to complete a
blank stock power in order to return such shares to the Company.

         7.3      Restricted Stock Units. The Committee or the Board, as the
case may be, may award to a Participant a right to receive Common Stock or the
cash equivalent of the Fair Market Value of the Common Stock, in the
Committee's or the Board's discretion, at the end of the Restriction Period
("Restricted Stock Units") subject to achievement of a Time Goal, a Price/Time
Goal or a Performance Goal established by the Committee or the Board, as the
case may be. Restricted Stock Units awarded under the Plan shall be evidenced
by a signed written agreement containing such terms and conditions as the
Committee or the Board, as the case may be, may from time to time determine in
its discretion (the "Restriction Agreement"). With respect to Restricted Stock
Units that are subject to a Time Goal, a Price/Time Goal or a Performance Goal,
the Plan Administrator shall deliver notice to the Participant (or the
Participant's legal representative or designated beneficiary) at the end of the
Restriction Period as to whether the Participant has achieved the Time Goal,
the Price/Time Goal or the Performance Goal, as the case may be. If the
Committee or the Board, as the case may be, determines that a Participant has
not achieved the Time Goal, the Price/Time Goal or the Performance Goal, as the
case may be, before the end of the Restriction Period, the Participant shall
have no further rights with respect to the Restricted Stock Units.

                               Chico's FAS, Inc.                         Page 17
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<PAGE>

         7.4      Lapse of Restrictions; Awards Subject to Time Goal. In the
event a Participant ceases employment or service with the Company with the
consent of the Committee or the Board, as the case may be, or upon the
Participant's death or permanent disability (as determined in the sole
discretion of the Committee) before the end of the Restriction Period and the
Participant has received an Award subject to a Time Goal, the restrictions
imposed under this Article 7 shall lapse with respect to the number of those
shares or units subject to a Time Goal as shall be determined by the Committee
or the Board, as the case may be. In no event, however, shall the number of
shares or units be less than a number equal to the product of (i) a fraction,
the numerator of which is the number of completed months elapsed after the date
of the Award subject to a Time Goal to the date of termination and the
denominator of which is the number of months in the Restriction Agreement,
multiplied by (ii) the number of shares of Restricted Stock or Restricted Stock
Units awarded to the Participant subject to the Time Goal.

         7.5      Lapse of Restrictions; Awards Subject to Price/Time Goal or
Performance Goal. In the event a Participant ceases employment or service with
the Company with the consent of the Committee or the Board, as the case may be,
or upon the Participant's death or permanent disability (as determined in the
sole discretion of the Committee) before the end of the Restriction Period and
the Participant has received an Award subject to a Price/Time Goal or a
Performance Goal, the restrictions imposed under this Article 7 shall lapse
upon the achievement of the Price/Time Goal or the Performance Goal within two
(2) years of the Participant's termination of employment or service with
respect to such number of shares or units subject to a Price/Time Goal or the
Performance Goal, as the case may be, as shall be determined by the Committee
or the Board, as the case may be. In no event, however, shall the number of
shares or units be less than a number equal to the product of (i) a fraction,
the numerator of which is the number of completed months elapsed after the date
of the Award subject to a Price/Time Goal or the Performance Goal, as the case
may be, to the date of termination and the denominator of which is the number
of months elapsed after the date of the Award subject to a Price/Time Goal or
the Performance Goal to the date of achievement of the Price/Time Goal or the
Performance Goal, as the case may be, multiplied by (ii) the number of shares
of Restricted Stock or Restricted Stock Units awarded to the Participant
subject to the Price/Time Goal or the Performance Goal, as the case may be.

         7.6      Forfeitures. In the event a Participant ceases employment or
service with the Company for any other reason, all Restricted Stock or
Restricted Stock Units theretofore awarded to that Participant that are still
subject to restrictions shall be forfeited and the Committee shall have the
right to complete the blank stock power with respect to any such Restricted
Stock.

                                   ARTICLE 8

                                 MISCELLANEOUS

         8.1      Adjustment of Number of Shares, Etc.

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<PAGE>

                  (a)      Division/Combination of Shares. In the event of any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split or other division or consolidation of shares or the payment
of a stock dividend (but only on Common Stock) or any other increase or
decrease in the number of shares of Common Stock effected without any receipt
of consideration by the Company, then, in any such event, the number of shares
of Common Stock that remain available under the Plan, the number of shares
covered by each outstanding Option, the exercise price per share covered by
each outstanding Option, the purchase price per share and the number and any
purchase price for any other Awards involving Common Stock (or equivalents)
granted but not yet issued, in each case, shall be proportionately and
appropriately adjusted for any such increase or decrease.

                  (b)      Change Affecting Shares of Common Stock. Subject to
any required action by the stockholders, if any change occurs in the Common
Stock by reason of any recapitalization, reorganization, merger, consolidation,
split-up, combination or exchange of shares, or of any similar change affecting
Common Stock, then, in any such event, the number and type of shares of Common
Stock then covered by each outstanding Option, the purchase price per share
covered by each outstanding Option and the purchase price per share and the
number and any purchase price for any other Awards involving Common Stock (or
equivalents) granted but not yet issued, in each case, shall be proportionately
and appropriately adjusted for any such change.

                  (c)      Change in Par Value. In the event of a change in the
Common Stock as presently constituted that is limited to a change of all of its
authorized shares with par value into the same number of shares with a
different par value or without par value, the shares resulting from any change
shall be deemed to be Common Stock within the meaning of the Plan.

                  (d)      Discretion Concerning Adjustments. To the extent
that the foregoing adjustments relate to stock or securities of the Company,
such adjustments shall be made by, and in the discretion of, the Board of
Directors, whose determination in that respect shall be final, binding and
conclusive; provided, however, that any Incentive Stock Option granted pursuant
to Article 6 shall not be adjusted in a manner that causes such Option to fail
to continue to qualify as an incentive stock option within the meaning of
Section 422 of the Code.

                  (e)      No Additional Rights Upon Stock Adjustments. Except
as hereinabove expressly provided in this Section 8.1, a Participant shall have
no rights by reason of any division or consolidation of shares of stock of any
class or the payment of any stock dividend or any other increase or decrease
the number of shares of stock of any class or by reason of any dissolution,
liquidation, merger or consolidation, or spin-off of assets or stock of another
corporation; and any issuance by the Company of shares of stock of any class,
securities convertible into shares of stock of any class, or warrants or
options for shares of stock of any class shall not affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of shares of
Common Stock, any Option, any other Award (or equivalents) granted but not yet
issued.

                               Chico's FAS, Inc.                         Page 19
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<PAGE>

                  (f)      No Affect on Company's Right to Adjust. The
existence of the Plan, or the grant of an Option or other Award under the Plan,
shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge or to consolidate, or to dissolve, to liquidate,
to sell, or to transfer all or any part of its business or assets.

         8.2      Transferability. Except as otherwise provided by the
Committee or the Board, as the case may be, Awards granted under the Plan shall
be non-transferable, and its terms shall state that it is non-transferable and
that, during the lifetime of the Participant, shall be exercisable only by the
Participant; notwithstanding the foregoing, Awards shall be transferable by
will or the laws of descent and distribution.

         8.3      Change in Control. In the event of a Change in Control, any
Option, Restricted Stock or Restricted Stock Units subject to a Time Goal shall
immediately become fully vested without regard to any other terms of the Award.

         8.4      Performance Based Compensation. The Committee may designate
whether any Restricted Stock and Restricted Stock Units being granted to any
Participant is intended to be "performance-based compensation" as that term is
used in section 162(m) of the Code. Any such Restricted Stock or Restricted
Stock Units designated as intended to be "performance-based compensation" shall
be conditioned on the achievement of one or more performance measures, to the
extent required by Section 162(m) of the Code. For Restricted Stock or
Restricted Stock Units intended to be "performance-based compensation," the
grant of the Restricted Stock or Restricted Stock Units and the establishment
of the performance measures shall be made during the period required under
Section 162(m) of the Code.

         8.5      Beneficiary Designation. Each Participant under the Plan may
name, from time to time, any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit (other than an Option) under
the Plan is to be paid in case of his or her death before the Participant
receives any or all of such benefit. Each designation will be effective only
with the written consent of the Participant's spouse and will revoke all prior
designations by that Participant, shall be in the form prescribed by the Plan
Administrator, and will be effective only when filed by the Participant in
writing with the Plan Administrator during his or her lifetime. In the absence
of any such designation, benefits (other than those under Options) that are
vested and remain unpaid at the Participant's death shall be paid to his or her
estate.

         8.6      Tax Withholding.

                  (a)      Power to Withhold; Methods to Satisfy. The Company
shall have the power to withhold, or require a Participant to remit to the
Company, an amount sufficient to satisfy any federal, state or local
withholding or other tax due from the Company with respect to any amount
payable and/or shares issuable under the Plan, and the Company may defer such
payment or issuance unless indemnified to its satisfaction. Whenever under the
Plan payments are to be made in cash, such payments shall be made net

                               Chico's FAS, Inc.                         Page 20
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<PAGE>

of an amount sufficient to satisfy any federal, state or local withholding tax
liability. The Committee or the Board, as the case may be, in its discretion,
and subject to such requirements as the Committee or the Board may impose prior
to the occurrence of such withholding, may permit such withholding obligations
to be satisfied through cash payment by the Participant, through the surrender
of shares of Common Stock which the Participant already owns, or through the
surrender of shares of Common Stock to which the Participant is otherwise then
entitled under the Plan.

                  (b)      Irrevocable Elections by Participants. Subject to
the consent of the Committee or the Board, as the case may be, with respect to
(i) the exercise of a Non-Qualified Stock Option, (ii) the lapse of
restrictions on Restricted Stock, or (iii) the issuance of any other stock
Award under the Plan, a Participant may make an irrevocable election (an
"Election") to (A) have shares of Common Stock otherwise issuable under (i)
withheld, or (B) tender back to the Company shares of Common Stock received
pursuant to (i), (ii), or (iii), or (C) deliver back to the Company pursuant to
(i), (ii), or (iii) previously acquired shares of Common Stock having a Fair
Market Value sufficient to satisfy all or part of the Participant's estimated
tax obligations associated with the transaction. Such Election must be made by
a Participant prior to the date on which the relevant tax obligation arises.
The Committee or the Board, as the case may be, may disapprove of any Election,
may suspend or terminate the right to make Elections, or may provide with
respect to any Award under the Plan that the right to make Elections shall not
apply to such Awards.

         8.7      Gender and Number. Except where otherwise indicated by the
context, words in the masculine gender when used in the Plan will include the
feminine gender, the singular shall include the plural, and the plural shall
include the singular.

         8.8      Choice of Law. All questions concerning the construction,
validity and interpretation of the Plan and all Awards made under the Plan
shall be governed by the substantive laws of the State of Florida (but any
provision of Florida law shall not apply if the application of such provision
would result in the application of the law of a state or jurisdiction other
than Florida).

         8.9      No Stockholder Rights. No Participant hereunder shall have
any rights of a stockholder of the Company by reason of being granted an Award
under the Plan until the date on which he or she becomes a record owner of
shares of Common Stock purchased upon the exercise of an Option or otherwise
received under the Plan (the "record ownership date"). No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or
other property), distributions, or other rights for which the record date is
prior to the record ownership date.

         8.10     Amendments; Exchanges, Termination or Suspension.

                  (a)      Amendment. The Plan may be amended from time to time
by written resolution of the Board of Directors; provided, however, that no
Participant's existing rights are adversely affected thereby without the
consent of such person, and provided further that, without approval of the
stockholders

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of the Company, no amendment shall (i) increase the total number of shares of
Common Stock that may be issued pursuant to Awards granted under the Plan, (ii)
change the designation of the class of employees eligible to receive Incentive
Stock Options or Non-Qualified Stock Options, (iii) decrease the minimum Option
price set forth in Section 6.4 of the Plan, (iv) extend the period during which
an Option may be granted or exercised beyond the maximum period specified in
the Plan, (v) otherwise materially modify the requirements as to eligibility
for participation in the Plan, (vi) otherwise materially increase the benefits
under the Plan, or (vii) withdraw the authority to administer the Plan as to
Awards made to Employees from the Committee. Notwithstanding the foregoing, the
Board may amend the Plan to incorporate or conform to requirements imposed by
and amendments made to the Code or regulations promulgated thereunder which the
Board deems to be necessary or desirable to preserve (A) incentive stock option
status for outstanding Incentive Stock Options and to preserve the ability to
issue Incentive Stock Options pursuant to the Plan, (B) the deductibility by
the Company of amounts taxed to Plan Participants as ordinary compensation
income, and (C) the status of any Award as exempt from registration
requirements under any securities law for which the Award was intended to be
exempt. The foregoing prohibitions in this Section 8.10 shall not be affected
by adjustments in shares and purchase price made in accordance with the
provisions of Section 8.1.

                  (b)      Certain Exchanges, Etc. , Stockholder Approval
Required. Subject to the terms and conditions and within the limitations of the
Plan, the Committee may modify, extend or renew outstanding Awards or accept
the surrender by the affected Participants of outstanding Awards (to the extent
not previously exercised) and authorize the granting of a new Award in
substitution therefor; provided, however, any such modification or surrender
and substitution which reduces the exercise price of an outstanding Award or
cancels an outstanding Award and grants one or more replacement Awards with a
lower exercise price shall require the approval of the stockholders of the
Company. Notwithstanding the foregoing, no modification of an Award shall,
without the consent of the affected Participant, adversely affect or otherwise
impair any of the rights of the Participant or obligations of the Company under
any outstanding Award previously granted under the Plan.

                  (c)      Termination; Suspension. The Board of Directors may
terminate the Plan or any portion thereof at any time by written resolution. No
suspension or termination shall impair the rights of Participants under
outstanding Awards without the consent of the Participants affected thereby.

         8.11     Listing and Registration of Common Stock. Each Award shall be
subject to the requirement that if at any time the Board of Directors shall
determine, in its discretion, that the listing, registration or qualification of
the Common Stock that is the subject thereof or that is covered thereby upon any
securities exchange or under any state or federal laws, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such Award or the issuance
or purchase of Common Stock thereunder, such Award may not be exercised unless
and until such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Board of Directors. Notwithstanding anything in the Plan to the contrary, if the
provisions of this Section 8.11 become operative, and if, as a result thereof,
the exercise

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of an Award is delayed, then and in that event, the term of the Award shall not
be affected. Notwithstanding the foregoing or any other provision in the Plan,
the Company shall have no obligation under the Plan to cause any shares of
Common Stock to be registered or qualified under any federal or state law or
listed on any stock exchange or admitted to any national marketing system.

         8.12     Compliance with Applicable Laws. Notwithstanding any other
provision of the Plan, the Company shall have no liability to deliver any
shares of Common Stock under the Plan or make any other distribution of
benefits under the Plan unless such delivery or distribution would comply with
all applicable laws (including, without limitation, the requirements of the
Securities Act of 1933), and the applicable requirements of any securities
exchange or similar entity.

         8.13     Stock Certificates; Book Entry. To the extent that the Plan
provides for issuance of stock certificates to reflect the issuance of shares
of Common Stock, the issuance may be effected on a non-certificated basis, to
the extent not prohibited by applicable law or the applicable rules of any
stock exchange.

         8.14     No Implied Rights to Employees.

                  (a)      Existence of Plan. The existence of the Plan shall
in no way give any employee the right to continued employment, give any
director the right to continued service on the Board, give any employee or
director the right to receive any Awards or any compensation under the Plan, or
otherwise provide any employee or director any rights not specifically set
forth in the Plan or in any Award Agreement.

                  (b)      Granting of Awards. The granting of Awards under the
Plan shall in no way give any employee the right to continued employment, give
any director the right to continued service on the Board, give any employee or
director the right to receive any additional Awards or any additional
compensation under the Plan, or otherwise provide any employee or director any
rights not specifically set forth in the Plan or in any Award Agreement.

         8.15     Necessity for Delay. If at any time the Committee or the
Board, as the case may be, shall determine, in its discretion, that the listing,
registration or qualification of the shares of Common Stock covered by the Plan
or any Award upon any securities exchange or under any state or federal law or
the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the Plan, the offer, issue
or purchase of shares of Common Stock thereunder, or the grant or exercise of
any Award, the Plan shall not be effective as to later offerings of shares of
Common Stock and grants of Awards to which such determination is applicable, and
each outstanding Award to which such determination is applicable, by its terms,
shall not be exercisable, unless and until such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee or the Board, as the case may be.
Notwithstanding the foregoing or any other provision in the Plan, the Company
shall have no obligation under the Plan to cause any shares of

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Common Stock to be registered or qualified under any federal or state law or
listed on any stock exchange or admitted to any national marketing system.

         8.16     Use of Proceeds. The proceeds received by the Company from
the sale of Common Stock pursuant to an Award will be used for general
corporate purposes.

         8.17     No Obligation to Exercise. The granting of any Award under
the Plan shall impose no obligation upon any Participant to exercise such
Award.

         8.18     Assignment by Company; Third Party Beneficiaries. The
Company's rights, benefits and remedies under the Plan and any Award Agreements
shall be enforceable by the Company's successors and assigns, whether by merger
or otherwise, including without limitation, the Company's rights to enforce and
obtain the benefit of any restrictive covenants arising under any
confidentiality, noncompetition, nonsolicitation, nonacceptance and/or
"lock-up" agreement to which a Participant is a party (including without
limitation, any agreement included as a part of the Award Agreement). It is the
specific intent of the Company that any successor or assignee of the Company be
a third-party beneficiary of any such agreement and that any restrictive
covenants and other provisions in any such agreements are intended to benefit
any such successors and assigns.

         8.19     Effective Date. The Plan has been approved by the Board of
Directors and shall be effective upon the approval of the stockholders of the
Company at the Company's 2002 annual meeting (the "Effective Date").

         8.20     Term of the Plan. The Plan shall be unlimited in duration
and, in the event of complete Plan termination pursuant to Section 8.10 shall
remain in effect as long as any Awards under it are outstanding; provided,
however, that no Awards may be granted under the Plan after the earlier of (a)
the ten-year anniversary of the Effective Date (except for Awards granted
pursuant to commitments entered into prior to such ten-year anniversary) or (b)
the date of a complete Plan termination pursuant to Section 8.10; and, provided
further however that, upon any termination of only a portion of the Plan
pursuant to Section 8.10 occurring prior to the ten year anniversary of the
Effective Date, no Awards may be granted under the portion of the Plan so
terminated after the date of such partial termination pursuant to Section 8.10.

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