<PAGE>
                                                                  EXHIBIT 10.2


                                 AMENDMENT NO. 1
                                       TO
                              EMPLOYMENT AGREEMENT

         THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT is made and entered into
this 16th day of April, 2002, to be effective for all purposes as of September
26, 2001, by and between CHICO'S FAS, INC., a Florida corporation (the
"Company"), and MARVIN J. GRALNICK, residing at 10731 Bromley Lane, Fort Myers,
FL 33912 (the "Executive").

                                  WITNESSETH:

         WHEREAS, the parties hereto have entered into that certain Employment
Agreement dated as of February 7, 2000 by and between the Company and the
Executive (the "Employment Agreement"); and

         WHEREAS, the Company and the Executive have agreed to amend the terms
of the Employment Agreement in certain respects as set forth in this Amendment
No. 1 to Employment Agreement (the "Amendment").

1.       TERM

         Section 2 of the Employment Agreement shall be replaced in its entirety
by the following:

                  2.       TERM.

                           Subject to the provisions of termination as
         hereinafter provided, the term of employment under this Agreement shall
         begin as of February 7, 2000 and shall continue through January 31,
         2004; provided, however, that beginning on February 1, 2004 and on each
         February 1st (each a "Renewal Date") thereafter, the term of this
         agreement shall automatically be extended for one additional year
         unless either party gives the other written notice of termination at
         least ninety (90) days prior to any such Renewal Date.

2.       COMPENSATION; REIMBURSEMENT, ETC.

         Subsections (a), (b) and (c) of the Employment Agreement shall be
replaced in their entirety as follows:

                  (a)      Basic Salary. The Employer shall pay to the Executive
         as compensation for all services rendered by the Executive during the
         term of this Agreement a basic annualized salary as follows (the "Basic
         Salary"), or such other sum as the parties may agree on from time to
         time, payable monthly or in other


                                       1.
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         more frequent installments, as determined by the Employer:

<TABLE>
<CAPTION>
                               Period                                   Basic Annualized Salary
                               ------                                   -----------------------
                  <S>                                                   <C>
                  For the period from February 7, 2000
                            through January 31, 2001                            $  600,000

                  For the period from February 1, 2001
                            through January 31, 2002                            $  750,000

                  For the period from February 1, 2002
                            through January 31, 2003                            $  850,000

                  For the period from February 1, 2003
                            through January 31, 2004 and thereafter             $1,000,000
</TABLE>

         The Board of Directors of the Employer shall have the right to increase
         the Executive's compensation from time to time by action of the Board
         of Directors. In addition, the Board of Directors of the Employer, in
         its discretion, may, with respect to any year during the term hereof,
         award a bonus or bonuses to the Executive in addition to the bonuses
         provided for in Section 3(b). The compensation provided for in this
         Section 3(a) shall be in addition to any pension or profit sharing
         payments set aside or allocated for the benefit of the Executive.

                  (b)      Bonuses. In addition to the Basic Salary to be paid
         pursuant to Section 3(a) of this Agreement, during the term of this
         Agreement or any renewal or extension, the Company shall pay to the
         Executive as incentive compensation quarterly and annual bonuses in
         accordance with the incentive bonus plan(s) adopted from time to time
         by the Board or the Compensation and Benefits Committee of the Board
         (the "Committee"), as the case may be. Such plan for the initial three
         year term of this Agreement ending January 31, 2003 and the additional
         one year term of this Agreement ending January 31, 2004, among other
         things, shall establish a "Target Bonus" equal to 50% of the
         Executive's Basic Salary and a "Maximum Bonus" equal to 100% of the
         Executive's Basic Salary.

                  (c)      Stock Options. The Executive shall participate in
         under the Employer's stock option plan or plans, in accordance with the
         terms thereof, through the grant by the Committee of nonqualified
         options to purchase shares of the Employer's common stock, as follows
         (the "Options"), provided that Executive remains employed by the
         Employer on the approximate date of grant:


                                       2.
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<TABLE>
<CAPTION>
                           Approximate Date of Grant                      Number of Options
                           -------------------------                      -----------------
                           <S>                                            <C>
                           Effective Date of this Agreement                      75,000
                           February 1, 2001                                     100,000
                           February 1, 2002                                     125,000
                           February 1, 2003                                     125,000
</TABLE>

         The date of grant for each tranche of Options shall be the respective
         day on which the Committee acts to effectuate the respective grant. The
         initial exercise price for each tranche of the Options shall be the
         closing price for the Company's stock on the Nasdaq Stock Market (NMS)
         on the respective date of grant. The Options shall be subject to the
         terms of the applicable stock option plan under which they are issued.

3.       DUTIES

         Section 4 of the Employment Agreement shall be replaced in its entirety
         by the following:

                  4.       DUTIES. The Executive is engaged as the Chief
         Executive Officer. In addition, the Executive shall have such other
         duties and hold such other offices as may from time to time be
         reasonably assigned to him by the Board of Directors of the Employer.

4.       NOTICE ADDRESS

                  The notice address for the Executive in Section 20 of the
Employment Agreement shall be changed to be the following:

                  To the Executive:

                  Marvin J. Gralnick
                  10731 Bromley Lane
                  Fort Myers, Florida 33912

5.       MISCELLANEOUS

         Unless specifically modified, added or deleted by this Amendment No.1,
all terms and provisions of the Employment Agreement remain in full force and
effect throughout the term of the Employment Agreement, as amended.


                                       3.
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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment the
day and year first above written.


                                 CHICO'S FAS, INC.


                                 By: /s/ Scott A. Edmonds
                                     Scott A. Edmonds, President

                                                            "Company"




                                 /s/ Marvin J. Gralnick
                                 MARVIN J. GRALNICK

                                                            "Executive"


                                       4.