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                                                                    EXHIBIT 10.1

                                  CONFIDENTIAL
                        SEPARATION AND RELEASE AGREEMENT


         THIS CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT
("Agreement") is made and entered into the 15th day of June, 2001, by and
between CHICO'S FAS, INC., a Florida corporation (the "Company"), and TEDFORD
MARLOW ("Marlow").


                                   WITNESSETH:


         WHEREAS, Marlow and the Company are parties to that certain Employment
Agreement dated as of September 6, 2000, as clarified by that certain letter
agreement dated September 20, 2000 (collectively, the "Employment Agreement"),
that certain Stock Option Agreement dated as of September 6, 2000 with respect
to 220,000 options (the "220,000 Share Option Agreement") and that certain Stock
Option Agreement dated as of September 6, 2000 with respect to 30,000 options
(the "30,000 Share Option Agreement"); and

         WHEREAS, Marlow has been an employee and officer of the Company; and

         WHEREAS, the parties each acknowledge that the Company provided formal
written notice to Marlow of non-renewal of the Employment Agreement by way of
letter dated May 24, 2001 and delivered to and received by Marlow on May 24,
2001, such that absent an earlier termination in accordance with the terms of
the Employment Agreement, the term of the Employment Agreement was to end on
September 1, 2002; and

         WHEREAS, Marlow and the Company each wish to agree finally and amicably
to terms of a continued employment with the Company for a specified period and
the terms and conditions of the termination of his service as an employee and
officer of the Company (including any and all rights and obligations of the
parties under the Employment Agreement, the 220,000 Share Option Agreement and
the 30,000 Share Option Agreement) and Marlow desires to release the Company
from any and all existing claims, subject to the terms and conditions stated
herein; and

         WHEREAS, the Company desires to provide certain continuation of
employment benefits and certain termination benefits to Marlow; and

         WHEREAS, the Company desires to have Marlow continue to remain subject
to certain nondisclosure restrictions and nonsolicitation obligations in order
to protect the Company's legitimate business interests and Marlow is willing to
agree to same; and


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         WHEREAS, the parties desire to delineate their respective rights,
duties, and obligations, and desire complete accord.

         NOW, THEREFORE, in consideration of the premises, and the agreements of
the parties set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby covenant and agree as
follows:


         1. RECITALS AND DEFINITIONS.

                  (a) Recitals. The recitals set forth above are true and
correct in every respect and are incorporated herein by reference.

                  (b) Definitions. As used in this Agreement, the following
terms have the meanings set forth below:

                           "Applicable Termination Date" For purposes of this
                  Agreement, the Applicable Termination Date shall be September
                  1, 2001 unless Marlow delivers to the Company the Extension
                  Notice (as hereinafter defined) on or before 5:00 p.m., Ft.
                  Myers time on August 25, 2001, in which event the Extension
                  Notice will serve as an election by Marlow to extend his
                  employment past September 1, 2001 and for his employment to
                  terminate instead on, and for the Applicable Termination Date
                  to be, September 15, 2001 with the understanding that the
                  September 1, 2001 termination shall not take effect and
                  instead, Marlow will continue to be employed through September
                  15, 2001, on which date Marlow's employment will terminate,
                  with the rights and responsibilities of the parties thereafter
                  being as described in this Agreement.

                           "Extension Notice" shall mean a written notice signed
                  by Marlow and delivered to and received by the Company on or
                  before 5:00 p.m., Ft. Myers time on August 25, 2001 which
                  expressly sets forth that Marlow elects to extend his
                  employment to September 15, 2001 in accordance with this
                  Agreement and expressly states that such written notice is to
                  be considered an Extension Notice for purposes of this
                  Agreement. Such Extension Notice shall not be effective if at
                  the time such Extension Notice is delivered Marlow is in
                  material default or breach of any of his obligations under
                  this Agreement.

         2. RESIGNATIONS BY MARLOW.

                  (a) Effective as of the close of business on June 15, 2001,
Marlow resigns from his position as Executive Vice President - Merchandising,
Marketing and Product Development, and

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the Company hereby accepts this resignation. It is agreed that effective as of
the close of business on June 15, 2001, Marlow has no further privileges, duties
or obligations in such capacity.

                  (b) If Marlow timely delivers the Extension Notice to the
Company, then Marlow's employment with the Company shall be considered to have
terminated effective as of the close of business on September 15, 2001.
Otherwise, Marlow's employment with the Company shall be considered to have
terminated effective as of the close of business on September 1, 2001.

         3. DISCONTINUATION OF EMPLOYMENT AND TERMINATION OF EMPLOYMENT
AGREEMENT.

                  (a) Effective as of the close of business on June 15, 2001,
the parties agree that (i) consistent with Section 2(a) of this Agreement,
Marlow's position with the Company as Executive Vice President - Merchandising,
Marketing and Product Development is discontinued, and (ii) except as otherwise
expressly provided for in this Agreement, the Employment Agreement is terminated
and of no further force and effect and Marlow relinquishes any and all
continuing rights and benefits he may have under the Employment Agreement or as
Executive Vice President - Merchandising, Marketing and Product Development of
the Company. The close of business on June 15, 2001 shall be referred to as the
"Effective Time" under this Agreement.

                  (b) As provided in Section 9 of this Agreement, Marlow shall
nevertheless continue as an employee of the Company until the close of business
on the Applicable Termination Date. On the Applicable Termination Date, Marlow's
employment by the Company in any and all capacities shall terminate and, except
as otherwise required by applicable law or as provided for in this Agreement,
Marlow relinquishes all remaining rights and benefits, if any, he may then have
as an employee of the Company.

         4. CONSIDERATION; CONTINUATION OF COMPENSATION AND BENEFITS.

                  (a) From the Date of this Agreement to September 1, 2001. So
long as Marlow has not breached any of his obligations under this Agreement, the
following compensation arrangements shall apply from the date of this Agreement
to September 1, 2001 (the "Base Employment Continuation Period") and shall
supercede the provisions of the Employment Agreement:

                           (1) Basic Salary. During the Base Employment
Continuation Period, Marlow will continue to receive his current basic salary
(that being an annualized basic salary of $500,000), payable on an every other
week basis or in more frequent installments as may be determined by the Company
in its sole discretion.

                           (2) Incentive Bonus. During the Base Employment
Continuation Period, Marlow will continue to receive all but $50,000 of the
incentive bonus that would have otherwise been payable to him during such period
had his employment under the Employment Agreement continued through September 1,
2001 and had the bonus plan in effect for Marlow on the date

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immediately preceding the date of this Agreement (the "Currently Effective Bonus
Plan") continued in effect through September 1, 2001. Such incentive bonus
payment (less the $50,000 reduction) shall be paid on such date as the bonus
would have been paid under the Currently Effective Bonus Plan were the Currently
Effective Bonus Plan to continue through September 1, 2001. In particular, any
bonus so earned would be expected to be paid in or about the month of September
2001. Marlow shall become entitled to receive the $50,000 portion of the
incentive bonus which is not to be paid under this Section 4(a)(2) (the "$50,000
Supplemental Incentive Bonus Amount") but only if the conditions to receipt of
the $50,000 Supplemental Incentive Bonus Amount, as set forth in Section 4(g)
hereof, are satisfied.

                           (3) Automobile. During the Base Employment
Continuation Period, Marlow shall continue to be entitled to receive a monthly
automobile allowance of $2,000 per month.

                           (4) Other Fringe Benefits. Marlow may be eligible for
benefit continuation in accordance with the provisions of COBRA and acknowledges
receipt of the required written notice in this regard. The Company will pay
Marlow's COBRA costs from June 15, 2001 through September 1, 2001. Any and all
other fringe benefits and benefit plan participations not specifically
referenced in this Section 4 shall cease on June 15, 2001.

                  (b) If Marlow Timely Delivers an Extension Notice. So long as
Marlow has not breached his obligations under this Agreement and if Marlow
timely delivers an Extension Notice, the following compensation arrangements
shall apply and shall supercede the provisions of the Employment Agreement, and
the provisions of Section 4(c) hereof shall not be applicable (it being
understood that the provisions of this Section 4(b) and the provisions of
Section 4(c) hereof shall be mutually exclusive such that if one of such
subsections applies, the other shall not):

                           (1) Basic Salary. During the period from September 1,
2001 and September 15, 2001 (the "Extended Employment Continuation Period"),
Marlow will continue to receive his current basic salary (that being an
annualized basic salary of $500,000), payable on the same type of pay period
schedule as was in effect during the Base Employment Continuation Period. Marlow
agrees that, after the end of the Extended Employment Continuation Period, he
shall not be entitled to, and waives any and all right to, any additional basic
salary including any basic salary which would otherwise be payable under and
pursuant to the Employment Agreement and any and all other basic salary payments
of any kind.

                           (2) No Incentive Bonus. Marlow agrees that both
during the Extended Employment Continuation Period and thereafter, he shall not
be entitled to, and waives any and all right to, any incentive bonuses (other
than the incentive bonus payable under Section 4(a) hereof with respect to the
Base Employment Continuation Period), including without limitation any bonuses
that may relate to the second half of the Company's fiscal year which commenced
February 4, 2001, any bonuses which would otherwise be payable under and
pursuant to the Employment Agreement and any and all other bonuses of any kind.

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                           (3) Automobile. With respect to the Extended
Employment Continuation Period, Marlow shall be entitled to receive an
additional automobile allowance of $1,000. Marlow agrees that, after the end of
the Extended Employment Continuation Period, he shall not be entitled to, and
waives any and all right to, any additional automobile allowance payments,
including any automobile allowance payments which would otherwise be payable
under and pursuant to the Employment Agreement and any and all other automobile
allowance payments of any kind.

                           (4) Stock Options. As more particularly described in
Section 5 hereof, because Marlow's employment extends through September 15, 2001
if Marlow timely delivers the Extension Notice, it would then be anticipated
that, in accordance with their terms, (i) a portion of each of the 30,000 Share
Option Agreement and the 220,000 Share Option Agreement would vest on September
6, 2001, (ii) such vested portions would be exercisable until December 15, 2001
and (iii) because Marlow's employment would terminate on September 15, 2001, the
balance of the options represented by such stock option agreements would not
vest in any respect as of such Applicable Termination Date and, it is
specifically agreed that, as of such Applicable Termination Date, such options
will terminate and become void.

                  (c) If Marlow Does Not Timely Deliver an Extension Notice. So
long as Marlow has not breached his obligations under this Agreement and if
Marlow does not timely deliver an Extension Notice, the following compensation
arrangements shall apply and shall supercede the provisions of the Employment
Agreement, and the provisions of Section 4(b) hereof shall not be applicable (it
being understood that the provisions of this Section 4(c) and the provisions of
Section 4(b) hereof shall be mutually exclusive such that if one of such
subsections applies, the other shall not):

                           (1) Basic Salary. After the end of the Base
Employment Continuation Period and through and until September 1, 2002, Marlow
will continue to receive an amount equal to his current basic salary (that being
an annualized basic salary of $500,000), payable on an every other week basis or
in more frequent installments as may be determined by the Company in its sole
discretion.

                           (2) Incentive Bonus. After the end of the Base
Employment Continuation Period and through and until September 1, 2002, Marlow
will continue to receive the incentive bonus that would have otherwise been
payable to him had his employment under the Employment Agreement continued from
the end of the Base Employment Continuation Period through September 1, 2002 and
had the bonus plan in effect for Marlow on the date immediately preceding the
date of this Agreement (the "Currently Effective Bonus Plan") continued in
effect during the period from the end of the Base Employment Continuation Period
through September 1, 2002. Such bonus payments shall be paid on such dates as
the bonuses would have been paid under the Currently Effective Bonus Plan were
the Currently Effective Bonus Plan to continue from the end of the Base
Employment Continuation Period through September 1, 2002. In particular, any
bonuses so earned would be expected to be paid in or about the months of March
2002 and September 2002.

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                           (3) Automobile. After the end of the Base Employment
Continuation Period and through and until September 1, 2002, Marlow shall
continue to be entitled to receive an amount equal to his monthly automobile
allowance of $2,000 per month.

                           (4) Other Fringe Benefits. Marlow may continue to be
eligible for benefit continuation after the end of the Base Employment
Continuation Period in accordance with the provisions of COBRA and acknowledges
receipt of the required written notice in this regard. The Company will pay
Marlow's COBRA costs from September 1, 2001 through September 1, 2002. Any
election by Marlow to continue COBRA benefits after September 1, 2002 shall be
subject to Marlow's payment of the COBRA costs associated with such
continuation. As provided in Section 4(a)(4) hereof, any and all other fringe
benefits and benefit plan participations not specifically referenced in this
Section 4 shall cease on June 15, 2001.

                           (5) Stock Options. As more particularly described in
Section 5 hereof, because Marlow's employment extends through only September 1,
2001 if Marlow does not timely deliver the Extension Notice, none of the options
represented by either the 30,000 Share Option Agreement or the 220,000 Share
Option Agreement would vest (because employment would have terminated before the
first vesting date of September 6, 2001) and thus it is specifically agreed that
all of the options represented by such stock option agreements would not vest in
any respect as of such Applicable Termination Date and, as of such Applicable
Termination Date, such options will terminate and become void.

                  (d) Reimbursements and Advances. Marlow has advised the
Company that he has appropriate substantiation and can prepare appropriate
expense reports for certain reasonable expenditures incurred in connection with
his employment by the Company through the date of this Agreement. If, on or
before August 1, 2001 and in accordance with the Company's requirements and
policies for expense substantiation and expense reports, Marlow submits expense
reports substantiating such expenditures, the Company shall reimburse Marlow for
such expenditures on or before September 1, 2001. Marlow shall not be entitled
to any other reimbursements or advances for expenses incurred by Marlow in the
performance of his duties under the Employment Agreement or, except as specified
in Section 9 hereof, under this Agreement.

                  (e) Relocation Expenses and Commuting Expenses. Marlow
acknowledges that he has already received all relocation expenses and commuting
expenses to which he may have been entitled under the Employment Agreement or
otherwise and shall be entitled to no further relocation expenses and no further
commuting expenses.

                  (f) Discount on Clothing. From and after the applicable
Termination Date under this Agreement (which date shall be September 1, 2001 if
Marlow does not deliver the Extension Notice to the Company on or before August
25, 2001 and shall be September 15, 2001 if Marlow delivers the Extension Notice
to the Company on or before August 25, 2001), Marlow shall no longer be entitled
to the currently existing Company-wide employee benefit which provides a 50%
discount on purchases made at Company-owned stores.

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                  (g) $50,000 Supplemental Incentive Bonus Amount. In exchange
for Marlow's agreement to execute and the execution of the additional release
attached hereto as Exhibit A when and as contemplated by Section 12(b) hereof
and compliance with the remaining terms of this Agreement and Exhibit A, the
Company agrees to pay to Marlow the $50,000 Supplemental Incentive Bonus Amount,
which shall be paid within ten days after the Applicable Termination Date. Such
payment shall be contingent on receipt by the Company of the executed additional
release attached hereto as Exhibit A.

                  (h) Withholding and Taxes. All basic salary payments,
incentive bonus payments, auto allowance payments and other payments made to
Marlow pursuant to this Agreement shall be subject to any and all applicable
income tax withholding, FICA taxes, FUTA taxes and any other required deductions
and withholdings.

                  (i) No Other Entitlements; Good and Complete Consideration.

                           (1) Marlow agrees that he is not otherwise entitled
to payment or other benefit under any plans or policies of the Company,
including, but not limited to, any severance plan.

                           (2) Marlow covenants and agrees that the amounts and
considerations set forth in this Section 4 and Section 6 hereof are in full and
complete satisfaction of any and all sums owed to Marlow, if any, by the Company
and constitute good and complete consideration for his release contained in
Section 12 hereof and obligations under Sections 2, 3, 7, 8, 9, 10, 11, 15 and
16 hereof. Marlow agrees that the total of such consideration is in addition to
that, if any, which he might otherwise be entitled.

         5. STOCK OPTIONS.

                  (a) Acknowledgments.

                           (1) The parties acknowledge that, under the 30,000
Share Option Agreement and subject to the terms and conditions thereof, (i) as a
result of the Company's recent 3 for 2 stock split, the 30,000 options covered
by the 30,000 Share Option Agreement which had an exercise price of $22.96 per
share were adjusted to be an aggregate of 45,000 options with an exercise price
of $15.31 per share, and (ii) as adjusted and subject to the other provisions of
the 30,000 Share Option Agreement, 15,000 of such options are scheduled to vest
on September 6, 2001 (the "First Tranche of 15,000"), 15,000 of such options are
scheduled to vest on September 6, 2002 (the "Second Tranche of 15,000") and the
remaining 15,000 of such options are scheduled to vest on September 6, 2003 (the
"Third Tranche of 15,000").

                           (2) The parties acknowledge that, under the 220,000
Share Option Agreement and subject to the terms and conditions thereof, (i) as a
result of the Company's recent 3 for 2 stock split, the 220,000 options covered
by the 220,000 Share Option Agreement which had

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an exercise price of $34.44 per share were adjusted to be an aggregate of
330,000 options with an exercise price of $22.96 per share, and (ii) as adjusted
and subject to the other provisions of the 220,000 Share Option Agreement,
110,000 of such options are scheduled to vest on September 6, 2001 (the "First
Tranche of 110,000"), 110,000 of such options are scheduled to vest on September
6, 2002 (the "Second Tranche of 110,000") and the remaining 110,000 of such
options are scheduled to vest on September 6, 2003 (the "Third Tranche of
110,000").

                  (b) If Marlow Timely Delivers an Extension Notice. So long as
Marlow has not breached his obligations under this Agreement and if Marlow
timely delivers an Extension Notice, the parties acknowledge and agree that the
provisions of this Section 5(b) shall apply with respect to the stock options
covered by both the 30,000 Share Option Agreement and the 220,000 Share Option
Agreement, and the provisions of Section 5(c) shall not be applicable (it being
understood that the provisions of this Section 5(b) and the provisions of
Section 5(c) hereof shall be mutually exclusive such that if one of such
subsections applies, the other shall not):

                           (1) Because Marlow will be continuing as an employee
of the Company during the Extended Employment Continuation Period, the First
Tranche of 15,000, in accordance with and subject to the terms of the 30,000
Share Option Agreement, is expected to (i) vest in full on September 6, 2001,
and (ii) be exercisable in accordance with the terms and conditions of the
30,000 Share Option Agreement at any time commencing on September 6, 2001 and
ending December 15, 2001 (i.e., three months after the termination of Marlow's
employment with the Company on the Applicable Termination Date).

                           (2) Because Marlow's employment relationship with the
Company will terminate on September 15, 2001, any and all rights to the options
covered by the Second Tranche of 15,000 and any and all rights to the options
covered by the Third Tranche of 15,000 will terminate in accordance with and
subject to the terms of the 30,000 Share Option Agreement, because no portion of
the options comprising the Second Tranche of 15,000 and no portion of the
options comprising the Third Tranche of 15,000 will have vested or will have
become exercisable as of that date. As such, Marlow confirms that, effective as
of September 15, 2001 and as a result of the termination as of such date, (i) he
shall be considered to have relinquished any and all rights he may then have,
may have had or in the future would have had under the options comprising the
Second Tranche of 15,000 and under the options comprising the Third Tranche of
15,000 and (ii) the options comprising the Second Tranche of 15,000 and the
options comprising the Third Tranche of 15,000 shall become null and void in all
respects.

                           (3) Because Marlow will be continuing as an employee
of the Company during the Extended Employment Continuation Period, the First
Tranche of 110,000, in accordance with and subject to the terms of the 220,000
Share Option Agreement, is expected to (i) vest in full on September 6, 2001,
and (ii) be exercisable in accordance with the terms and conditions of the
220,000 Share Option Agreement at any time commencing on September 6, 2001 and
ending December 15, 2001 (i.e., three months after the termination of Marlow's
employment with the Company on the Applicable Termination Date).

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                           (4) Because Marlow's employment relationship with the
Company will terminate on September 15, 2001, any and all rights to the options
covered by the Second Tranche of 110,000 and any and all rights to the options
covered by the Third Tranche of 110,000 will terminate in accordance with and
subject to the terms of the 220,000 Share Option Agreement, because no portion
of the options comprising the Second Tranche of 110,000 and no portion of the
options comprising the Third Tranche of 110,000 will have vested or will have
become exercisable as of that date. As such, Marlow confirms that, effective as
of September 15, 2001 and as a result of the termination as of such date, (i) he
shall be considered to have relinquished any and all rights he may then have,
may have had or in the future would have had under the options comprising the
Second Tranche of 110,000 and under the options comprising the Third Tranche of
110,000 and (ii) the options comprising the Second Tranche of 110,000 and the
options comprising the Third Tranche of 110,000 shall become null and void in
all respects.

                  (c) If Marlow Does Not Timely Deliver an Extension Notice. So
long as Marlow has not breached his obligations under this Agreement and if
Marlow does not timely deliver an Extension Notice, the parties acknowledge and
agree that the provisions of this Section 5(c) shall apply with respect to the
stock options covered by both the 30,000 Share Option Agreement and the 220,000
Share Option Agreement, and the provisions of Section 5(b) hereof shall not be
applicable (it being understood that the provisions of this Section 5(c) and the
provisions of Section 5(b) hereof shall be mutually exclusive such that if one
of such subsections applies, the other shall not):

                           (1) Because Marlow's employment relationship with the
Company will terminate on September 1, 2001, any and all rights to the options
covered by the 30,000 Share Option Agreement will terminate in accordance with
and subject to the terms of the 30,000 Share Option Agreement, because no
portion of any of the options under the 30,000 Share Option Agreement will have
vested or will have become exercisable as of that date. As such, Marlow confirms
that, effective as of September 1, 2001 and as a result of his termination as of
such date, (i) he shall be considered to have relinquished any and all rights he
may then have, may have had or in the future would have had under the options
covered by the 30,000 Share Option Agreement and (ii) all of the options covered
by the 30,000 Share Option Agreement, including the First Tranche of 15,000, the
Second Tranche of 15,000 and the Third Tranche of 15,000 shall become null and
void in all respects.

                           (2) Because Marlow's employment relationship with the
Company will terminate on September 1, 2001, any and all rights to the options
covered by the 220,000 Share Option Agreement will terminate in accordance with
and subject to the terms of the 220,000 Share Option Agreement, because no
portion of any of the options under the 220,000 Share Option Agreement will have
vested or will have become exercisable as of that date. As such, Marlow confirms
that, effective as of September 1, 2001 and as a result of his termination as of
such date, (i) he shall be considered to have relinquished any and all rights he
may then have, may have had or in the future would have had under the options
covered by the 220,000 Share Option Agreement and (ii) all of the options
covered by the 220,000 Share Option Agreement, including the First Tranche

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of 110,000, the Second Tranche of 110,000 and the Third Tranche of 110,000 shall
become null and void in all respects.

         6. PURSUIT OF CLAIM AND LIMITED INDEMNIFICATION WITH RESPECT TO DORADO
DISPUTE.

                  (a) The parties acknowledge that a dispute exists between
Dorado of Naples ("Dorado") and Marlow relative to a contract under which
Marlow, subject to specified terms and conditions, was to purchase certain real
estate from Dorado and that counsel for Dorado has advised the law firm of Smoot
Adams (counsel for Marlow and his wife) that suit had been filed regarding this
matter. Marlow is seeking return of a $100,000 deposit that he had given to
Dorado and Dorado has asserted that the deposit has been forfeited as liquidated
damages.

                  (b) The Company agrees to pay Marlow's reasonable costs and
expenses incurred with the Smoot Adams firm in defending against Dorado's
position that it is entitled to retain the entire deposit and in pursuing
Marlow's claim that he is entitled to a return of the deposit, it being
understood that such agreement to pay reasonable costs and expenses shall not
extend to costs and expenses in defending any other claims asserted by Dorado.
Although Marlow and the Company believe that Marlow should be entitled to a
return of the full deposit under the terms of the applicable real estate
contract and intend to vigorously defend Dorado's claim to the contrary and to
vigorously pursue Marlow's claim for a return of the deposit, the Company agrees
to indemnify Marlow for any portion of the deposit that may not be returned by
Dorado after the dispute has been finally resolved either by way of final court
action, binding arbitration or settlement; provided however that the Company's
liability to Marlow with respect to this indemnity for any unreturned deposit or
any other liability of Marlow under the applicable real estate contract shall
under no circumstances exceed $100,000.

                  (c) Because of the Company's agreement to pay the reasonable
costs and expense of litigation and to provide Marlow with this limited
indemnity, it is agreed that the Company, at its option, shall have the right to
take the primary role in directing the defense/pursuit of this dispute from the
perspective of Marlow's interest, with Marlow also providing input and having
the right to consult in good faith. In addition, provided that any settlement
relates only to the payment/retention of money and does not require any payment
of money by Marlow (other than forfeiture of all or a portion of the deposit),
the Company may require that such settlement be entered into and effectuated,
after consultation in good faith with Marlow.

         7. RETURN OF COMPANY ASSETS AND PROPERTY. As promptly as possible
following the execution of this Agreement, Marlow will return to the Company (1)
all company credit cards and company calling cards in Marlow's possession, (2)
all keys and security badges providing access to any of the Company's facilities
and all Company owned equipment in Marlow's possession, and (3) all documents,
papers, information and software remaining in his possession that he obtained
from the Company, or that belong to the Company, without retaining any copies
thereof.

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         8. REMOVAL OF PERSONAL PROPERTY FROM THE COMPANY'S OFFICES. The Company
acknowledges that certain property belonging to Marlow may remain physically
located at the Company's offices, including without limitation, certain office
furniture, computer equipment and wall hangings. The Company agrees to permit
Marlow, during normal business hours and upon reasonable notice to a senior
officer of the Company and for a period ending on June 30, 2001, to remove or
arrange for the removal of such personal effects.

         9. TRANSITION EMPLOYMENT.

                  (a) From the date hereof, through and including the Applicable
Termination Date, and for no additional compensation other than provided in this
Agreement, Marlow shall continue as an employee of the Company under common law
rules and, as such, shall make himself available to provide such advice and
assistance as the Company may from time to time during such period reasonably
request in order to effectuate a smooth transition of management associated with
Marlow's departure from the Company on the Applicable Termination Date; provided
that such services shall not exceed, without the consent of Marlow, twenty five
hours from the date of this Agreement until September 1, 2001 (and an additional
five hours if the Applicable Termination Date is extended in the manner provided
herein to September 15, 2001); and provided further that all such services shall
be provided by way of communications directly with Marvin Gralnick or Scott
Edmonds or as otherwise may be authorized in writing by Marvin Gralnick or Scott
Edmonds. During the Base Employment Continuation Period and any Extended
Employment Continuation Period, the Company shall have the right to control and
direct Marlow not only as to the results to be accomplished by Marlow but also
as to the detail and means by which such results are accomplished by Marlow. The
parties acknowledge that, among other matters, Marlow's services as an employee
are being continued until the Applicable Termination Date because of his past
involvement in helping to coordinate efforts concerning the Company's
relationships with the factories utilized to assemble the Company's merchandise
and fabric purchases and warehousing for the fabric and because of the
importance of such relationships, merchandise and inventories to the continued
success of the Company.

                  (b) The Company anticipates that the services to be rendered
by Marlow from June 15, 2001 through the Applicable Termination Date will be
performed away from the Company's Ft. Myers offices with communications provided
principally by way of telephone; however, Marlow agrees to provide such services
at the Ft. Myers offices of the Company if expressly requested to do so by
senior executives of the Company and if his reasonable costs of travel to Ft.
Myers are paid by the Company in accordance with the Company's expense
reimbursement policies. Otherwise, in the performance of such services, Marlow
shall not be required to travel.

         10. PROPERTY RIGHTS AND USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION;
NONSOLICITATION. Marlow shall continue to be bound in all respects by the
provisions of the Employment Agreement relating to Confidentiality as contained
in Section 10 thereof and the provisions of the Employment Agreement relating to
Nonsolicitation as contained in Section 11 thereof; and notwithstanding the
termination of the Employment Agreement in all other respects, such

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<PAGE>   12


Sections 10 and 11 shall continue in force and effect as separately enforceable
agreements as if such provisions were contained herein. Such continuing
obligations shall be in addition to Marlow's obligations arising under
applicable law including without limitation the obligations relating to trade
secrets arising under Chapter 688, Florida Statutes. For purposes of the
continuing effectiveness of the provisions of Section 11 of the Employment
Agreement, Marlow's employment under Section 9 of this Agreement shall be
considered continued employment of Marlow by the Company through the end of the
Base Employment Continuation Period or the Extended Employment Continuation
Period, as the case may be, and the additional two (2) year restriction period
contemplated by the provisions of Section 11 of the Employment Agreement shall
be considered to begin as of the applicable Termination Date (September 1, 2001
or September 15, 2001, as the case may be).

         11. NON-DISPARAGEMENT; PUBLIC DISCLOSURE.

                  (a) Marlow covenants and agrees that he will not make any
disparaging remarks, whether orally or in writing, about the Company, its
subsidiaries and/or related entities, its products, services, officers, Board of
Directors, managers, supervisors, and employees, to any persons whatsoever. The
obligation under this Section includes, but is not limited to, refraining from
making any disparaging, degrading or demeaning remarks or casting any aspersions
on the Company which are reasonably likely to have a harmful effect on its
reputation. Marlow will not communicate with the press or make any press release
or other similar public disclosure regarding the circumstances leading up to
this Agreement except after consulting in good faith with the Company.

                  (b) Neither the Company nor any of its directors or senior
officers will issue any formal Company sponsored release or formal Company
sponsored communication with the press, or issue any press release or other
similar formal public disclosure regarding the circumstances leading up to this
Agreement, except after consulting in good faith with Marlow; provided however,
that nothing herein shall be deemed to prohibit the Company from making any
disclosure which is required in order to fulfill the Company's disclosure
obligations imposed by law.

         12. GENERAL RELEASES BY MARLOW; CONDITION TO SUBSEQUENT DELIVERY OF
GENERAL RELEASES BY THE COMPANY.

                  (a) Marlow, for himself, his heirs, personal representatives,
and assigns, does hereby remise, release and forever discharge the Company and
its respective officers, directors, employees, agents, shareholders, and
affiliates, including, but not limited to, the Company, its respective
predecessors, successors, assigns, heirs, executors, administrators, the
Company's benefit plans, including the 401(k) Plan, the benefit plan's trustees,
administrators, and all other fiduciaries, employees, and their agents
(collectively, "Releasees"), of and from any and all manner of actions and
causes of action, suits, debts, claims, and demands whatsoever at law or in
equity, known or unknown, actual or contingent, which Marlow and his heirs,
executors, administrators, agents, distributees, beneficiaries, successors in
interest and assignees, ever had or now have or in the future may have, by
reason of any matter, cause or thing whatsoever from the beginning of the world
to the day of the date of these presents. The Release by Marlow includes, but is
not limited to the following

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<PAGE>   13


(except that such Release shall not operate to release the Company from its
express obligations under this Agreement):

                           (1) Any and all claims for salary, wages,
compensation, monetary relief, employment benefits, including but not limited
to, any claims for benefits under, or contribution to, an associate benefits
plan, profit sharing or any retirement plan, capital stock, bonuses, merit and
longevity increases, and all other benefits of all kind, earnings, backpay,
front pay, liquidated, and other damages, interest, attorney's fees and costs,
compensatory damages, punitive damages, damage to character, damage to
reputation, emotional distress, mental anguish, depression, injury, impairment
in locating employment, financial loss, pain and suffering, injunctive and
declaratory relief arising from his employment with the Company or his
separation thereof.

                           (2) Any and all claims growing out of, resulting
from, or connected in any way to Marlow's employment with the Company, and/or
the separation thereof, including any and all claims for discrimination,
including but not limited to discrimination on the basis of race, national
origin, color, religion, handicap or disability, age, sex, harassment of any
kind, including sexual harassment, retaliation, whistleblowing, breach of
contract, rescission, promises, claims under the Employee Retirement Income
Security Act of 1974 ("ERISA") [29 U.S.C. Sections 1001-1461], as amended,
including ERISA Section 510 and any claims to benefits under any and all bonus,
severance or any other similar plan sponsored by the Company now and hereafter,
torts of all kinds, including but not limited to, misrepresentation, negligent
or otherwise, fraud, defamation, slander, libel, worker's compensation
retaliation, interference with an advantageous business relationship, negligent
employment, including negligent hiring, negligent retention, and negligent
supervision, discrimination, claims or rights under state and federal
whistleblower legislation, including Sections 448.101-448.105, Florida Statutes,
as amended, the Consolidated Omnibus Budget Reconciliation Act of 1985 [Pub. L.
99-509], as amended ("COBRA"), the Florida Health Insurance Coverage
Continuation Act ("FHICCA"), the Family and Medical Leave Act [29 U.S.C.
Sections 2601-2654], as amended ("FMLA"), the Americans with Disabilities Act
[42 U.S.C. Sections 12101-12213], as amended ("ADA"), the Age Discrimination in
Employment Act, as amended ("ADEA"), the Polygraph Protection Act, the Internal
Revenue Code [Title 26, U.S.C.], as amended, the Older Workers Benefit
Protection Act [29 U.S.C. Section 621-630], as amended ("OWBPA"), the Equal Pay
Act [29 U.S.C. Section 206(d)], as amended ('EPA"), Title VII of the Civil
Rights Act of 1964 [42 U.S.C. Section 2000e-2000e-17], as amended ("Title VII"),
the Florida Civil Rights Act of 1992 [Sections 760.02-760.11, Fla. Stats.], as
amended ("FCRA"), the Uniformed Services Employment and Reemployment Rights Act
of 1994 [38 U.S.C. Sections 4301-4333] ("USERRA"), the National Labor Relations
Act [29 U.S.C. Sections 151-169], as amended ("NLRA"), the Occupational Safety
and Health Act [29 U.S.C. Sections 651-678], as amended ("OSHA"), the Fair Labor
Standards Act [29 U.S.C. Sections 201-219], as amended ("FLSA"), retaliation
pursuant to Section 440.205 Florida Statutes, and any other claim of any kind.

                           (3) Marlow agrees that if he violates this Agreement
by suing Releasees with respect to any matter for which he has herein released
the Company, he will pay all costs,

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<PAGE>   14


damages, and expenses of defending the suit incurred by Releasees or those
associated with Releasees, including reasonable attorneys' fees and all further
costs and fees.

                  (b) In exchange for Marlow's agreement to execute the release
attached hereto as Exhibit A on or shortly after the applicable Termination
Date, and provided such release is executed and delivered to the Company on or
shortly after the applicable Termination Date and subject to compliance with the
remaining terms of this Agreement and the terms of the release set forth in
Exhibit A, the Company shall pay the $50,000 Supplemental Incentive Bonus Amount
as more specifically provided in Section 4(g) hereof and shall execute and
deliver the release attached hereto as Exhibit B.

         13. ENFORCEMENT; ATTORNEYS' FEES. If, within 10 days after demand to
comply with the obligations of one of the parties to this Agreement served in
writing on the other, compliance or reasonable assurance of compliance is not
forthcoming, and the other party engages the services of an attorney to enforce
rights under this Agreement, the prevailing party in any action shall be
entitled to recover all reasonable costs and expenses (including reasonable
attorneys' fees before and at trial and in appellate proceedings).

         14. NOTICES. Any notice, request, demand, consent, approval,
instruction or other communication required or permitted under this Agreement
(collectively a "notice") shall be in writing and shall be sufficiently given if
delivered in person, sent by telex or telecopier, sent by a reputable overnight
courier service or sent by registered or certified mail, postage prepaid, as
follows:

                      If to Marlow:       Tedford Marlow
                                          553 Weed Street
                                          New Caanan, Connecticut 06840
                                          Telecopy: (203) 966-6180_________



                      If to the Company:  Chico's FAS, Inc.
                                          11215 Metro Parkway
                                          Ft. Myers, FL 33912
                                          Attn: Marvin J. Gralnick
                                          President and Chief Executive Officer
                                          Telecopy: (941) 277-7035

Any notice which is delivered personally in the manner provided herein shall be
deemed to have been duly given to the party to whom it is directed upon actual
receipt by such party (or by such party's agent for notices hereunder). Any
notice which is addressed and mailed in the manner herein provided shall be
presumed to have been duly given to the party to whom it is addressed at the
close

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<PAGE>   15


of business, local time of the recipient, on the fifth day after the date it is
so placed in the mail. Any notice which is telexed or telecopied in the manner
provided herein shall be presumed to have been duly given to the party to whom
it is directed upon confirmation of such telex or telecopy. Any notice which is
sent by a reputable overnight courier service in the manner provided herein
shall be presumed to have been duly given to the party to which it is addressed
at the close of business on the next day after the day it is deposited with such
courier service.

         Any person wishing to change the person or address to whom notices are
to be given may do so by complying with the foregoing notice provisions.

         15. OTHER FUTURE COOPERATION. It is agreed and understood that,
notwithstanding the other provisions of this Agreement, Marlow will continue
after the Employment Continuation Period to make himself available and cooperate
in any reasonable manner at reasonable times in providing assistance to the
Company in concluding any matters which are presently pending but only to the
extent that Marlow was directly involved in such matter while in the Company's
employ. In securing such cooperation, the Company will be reasonable in
considering other commitments and time constraints that Marlow may have at the
time such assistance is requested. It is understood that such cooperation and
assistance shall be without additional compensation to Marlow. Should Marlow
ever receive notice of a subpoena in the future or other attempt to talk with
him or attempt to obtain his testimony relating to or regarding the Company in
any way, Marlow agrees to notify counsel for the Company, Gary I. Teblum, 101 E.
Kennedy Boulevard, Suite 2700, Tampa, Florida 33602, (813) 227-7457 (phone) or
(813) 229-6553 (fax) and to provide a copy of any subpoena or request, within
two (2) calendar days of receipt of such notice. Further, Marlow agrees to and
authorizes, at the Company's expense, the assertion of an objection or
objections and a motion for protective order, motion to quash or other legal
proceeding ("legal proceeding") in order that all legal rights of the Company,
including those set forth in the Agreement, may be fully protected. Marlow
agrees that he will not respond to any attempt to talk with him or obtain his
testimony, should a legal proceeding be asserted, until such legal proceeding
has been finally determined. Marlow further agrees that a representative, in
behalf of, chosen by, and at the expense of the Company, will have the
opportunity to participate fully during any testimony, statements or
communication by him in any proceeding relating to the Company, including
raising objections to any examination, examining witnesses, and the right to
have a record made by a court reporter or other means of the testimony,
statements or communication or objections. Within the restrictions set forth in
this Section 15, Marlow shall provide truthful testimony to or before a court or
regulatory body.

         16. WAIVER OF REINSTATEMENT/COVENANT NOT TO RE-APPLY. As part of the
settlement, Marlow specifically waives any present and future claim to
reinstatement or employment with the Company at any time in the future. Marlow
further specifically agrees, as a condition of his receipt and retention of the
sums and other consideration provided for herein, not to seek employment with
the Company at any time in the future.

         17. SUCCESSORS AND ASSIGNS; APPLICABLE LAW. This Agreement shall be
binding upon and inure to the benefit of Marlow and his heirs, administrators,
representatives, executors,

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<PAGE>   16


successors and assigns, and shall be binding upon and inure to the benefit of
Releasees and each of them, and to their respective heirs, administrators,
representatives, executors, successors and assigns. This Agreement shall be
construed and interpreted in accordance with the laws of the state of Florida.

         18. COMPLETE AGREEMENT. This Agreement shall constitute the full and
complete agreement between the parties concerning its subject matter and fully
supersedes any and all other prior agreements or understandings between the
parties regarding the subject matter hereto. This Agreement shall not be
modified or amended except by a written instrument signed by both Marlow and an
authorized representative of the Company.

         19. SEVERABILITY. The unenforceability or invalidity of any particular
provision of this Agreement shall not affect its other provisions and to the
extent necessary to give such other provisions effect, they shall be deemed
severable.

         20. WAIVER OF BREACH; SPECIFIC PERFORMANCE. The waiver of a breach of
any provision of this Agreement shall not operate or be construed as a waiver of
any other breach. Each of the parties to this Agreement will be entitled to
enforce its rights under this Agreement specifically to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights existing in its favor. The parties hereto agree and acknowledge
that money damages may not be an adequate remedy for any breach of any of the
provisions of this Agreement and that any party may in its sole discretion apply
to any court of law or equity of competent jurisdiction for specific performance
and/or injunctive relief in order to enforce or prevent any violations of any of
the provisions of this Agreement.

         21. NO ADMISSIONS OF LIABILITY. This Agreement shall not in any way be
construed as an admission by the Company or Marlow of any improper actions or
liability whatsoever as to one another, and each specifically disclaims any
liability to or improper actions against the other or any other person, on the
part of itself, its employees or its agents.

         22. REVERSION OF THE PROCEEDS. Marlow covenants and agrees that all
monies received under this Agreement will become immediately due and payable to
the Company if Marlow should ever disavow this Agreement, breach any term of
this Agreement or if the Agreement is found to be unenforceable.

         23. ACKNOWLEDGMENT/VOLUNTARY SIGNING OF AGREEMENT. Marlow warrants,
represents, and agrees that he has been encouraged to seek advice from anyone of
his choosing regarding this Agreement, including his attorney, accountant or tax
advisor prior to his signing it; that this Agreement represents written notice
to do so; and that he has been given the opportunity and sufficient time to seek
such advice; and that he fully understands the meaning and contents of this
Agreement. MARLOW UNDERSTANDS THAT HE HAD THE RIGHT TO TAKE UP TO TWENTY-ONE
(21) DAYS TO CONSIDER WHETHER OR NOT HE DESIRES TO ENTER INTO THIS AGREEMENT.
Marlow acknowledges that he has completely read this Agreement and that prior to
signing he has had sufficient opportunity to examine it and ask questions and
consult

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<PAGE>   17


with his attorneys and other persons of his own choosing prior to entering into
this Agreement. Marlow further acknowledges that this Agreement is being signed
voluntarily and without coercion or duress and with full understanding of its
terms and effects. Marlow has not been promised any benefit except for the
mutual consideration set out herein and there are no other understandings or
oral/written agreements relating to the separation of his employment
relationship except those set out above. Marlow specifically states that he is
executing this Agreement knowingly and voluntarily.

         24. ABILITY TO REVOKE AGREEMENT. MARLOW UNDERSTANDS THAT HE MAY REVOKE
THIS AGREEMENT BY NOTIFYING THE COMPANY IN WRITING OF SUCH REVOCATION WITHIN
SEVEN (7) DAYS OF HIS EXECUTION OF THIS AGREEMENT AND THAT THIS AGREEMENT IS NOT
EFFECTIVE UNTIL THE EXPIRATION OF SUCH SEVEN (7) DAYS. HE UNDERSTANDS THAT UPON
THE EXPIRATION OF SUCH SEVEN (7) DAY PERIOD THIS AGREEMENT WILL BE BINDING UPON
HIM AND HIS HEIRS, ADMINISTRATORS, REPRESENTATIVES, EXECUTORS, SUCCESSORS AND
ASSIGNS AND WILL BE IRREVOCABLE.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the date first above written.

WITNESS:                               CHICO'S FAS, INC.

/s/ Scott Edmonds
-----------------
/s/ Robin Martin                       By: /s/ Marvin J. Gralnick
-----------------                          -------------------------------------
                                           Marvin J. Gralnick
                                           President and Chief Executive Officer


I UNDERSTAND THAT BY SIGNING THIS AGREEMENT, I AM GIVING UP RIGHTS I MAY HAVE. I
UNDERSTAND THAT I DO NOT HAVE TO SIGN THIS AGREEMENT.

WITNESS:
/s/ Traci Fields
-----------------
/s/ Mary M. Curry                       /s/ Tedford Marlow
-----------------                       -------------------------------
                                        Tedford Marlow



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<PAGE>   18



                                    EXHIBIT A
                                       TO
                  CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT
                               WITH TEDFORD MARLOW
                        DATED AS OF _______________, 2001


                   GENERAL RELEASE AND DISCLAIMER ("RELEASE")

         In consideration of the promises and actions of CHICO'S FAS, INC., a
Florida corporation (the "Company") set out in the Confidential Separation and
Release Agreement entered into between the parties to this Release on _June __,
2001 (the "Agreement"), including without limitation Section 4(g) of the
Agreement, TEDFORD MARLOW ("Marlow") hereby remises, acquits, releases,
satisfies and discharges, on his own behalf and on behalf of anyone who could
claim by and through him, the Company, its predecessors and successors in
interest, assignees, parents, subsidiaries, divisions and related companies and
entities, and their past, present and future shareholders, officers, directors,
agents, attorneys, employees and representatives in their individual and
official capacities, and their heirs, and legal representatives and predecessors
and successors in interest and assigns (collectively "Releasees"), of and from
any and all claims and demands, past, present or future, known or unknown, and
all manner of action and actions, causes of action, suits, administrative
proceedings, debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, covenants, contracts, controversies, agreements, promises,
variances, torts, trespasses, damages, judgments, executions, warranties, claims
and demands whatsoever, in law or in equity, which Marlow and his heirs,
executors, administrators, agents, distributees, beneficiaries, successors in
interest and assignees, ever had or now have or in the future may have, by
reason of any matter, cause or thing whatsoever from the beginning of the world
to the day of the date of these presents, including, but not limited to:

         (1) Any and all claims for salary, wages, compensation, monetary
relief, employment, benefits, including but not limited to any claims for
benefits under an employee benefit plan or any retirement plan, profit-sharing,
capital stock, bonuses, merit and longevity increases, commissions, and all
other benefits of all kind (other than as specifically recognized in Sections 4
and 6 of the Agreement), earnings, back pay, front pay, liquidated and other
damages, compensatory damages, punitive damages, damage to character, damage to
reputation, emotional distress, mental anguish, depression, injury, impairment
in locating employment, financial loss, pain and suffering, injunctive and
declaratory relief, interest, attorneys fees and costs, arising from his
employment with the Company or his separation thereof.

         (2) Any and all claims growing out of, resulting from, or connected in
any way to Marlow's alleged contractual relationship and/or employment with the
Company and/or the termination thereof, including any and all claims for
handicap or disability discrimination, age discrimination, religious
discrimination, sex discrimination, harassment of any kind, including sexual
harassment, retaliation, whistleblowing, breach of contract, rescission,
promises, claims under the Employee Retirement Income Security Act of 1974
("ERISA") [29 U.S.C. Sections 1001-1461], as

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<PAGE>   19


amended, including ERISA Section 510 and any claims to benefits under any and
all bonus, severance or any other similar plan sponsored by the Company now and
hereafter, torts of all kinds, including but not limited to, misrepresentation,
negligent or otherwise, fraud, defamation, slander, libel, worker's compensation
retaliation, interference with an advantageous business relationship, negligent
hiring, negligent retention, negligent supervision, discrimination, claims or
rights under state and federal whistleblower legislation including Section
448.101-448.105, Fla. Stats., as amended, the Consolidated Omnibus Budget
Reconciliation Act of 1985 [Pub. L. 99-509], as amended ("COBRA"), the Florida
Health Insurance Coverage Continuation Act ("FHICCA"), the Family and Medical
Leave Act [29 U.S.C. Sections 2601-2654], as amended ("FMLA"), the Americans
with Disabilities Act [42 U.S.C. Sections 12101-12213], as amended ("ADA"), the
Age Discrimination in Employment Act, as amended ("ADEA"), the Polygraph
Protection Act, the Internal Revenue Code [Title 26, U.S.C.], as amended, the
Older Workers Benefit Protection Act [29 U.S.C. Section 621-630], as amended
("OWBPA"), the Equal Pay Act [29 U.S.C. Section 206(d)], as amended ("EPA"),
Title VII of the Civil Rights Act of 1964 [42 U.S.C. Section 2000e-2000e-17],
as amended ("Title VII"), the Florida Civil Rights Act of 1992 [Sections
760.02-760.11, Fla. Stats.], as amended, the Uniformed Services Employment and
Reemployment Rights Act of 1994 [38 U.S.C. Sections 4301-4333] ("USERRA"), the
National Labor Relations Act [29 U.S.C. Sections 151-169], as amended ("NLRA"),
the Occupational Safety and Health Act [29 U.S.C. Sections 651-678], as amended
("OSHA"), the Fair Labor Standards Act [29 U.S.C. Sections 201-219], as amended
("FLSA"), retaliation pursuant to Section 440.205, Fla. Stats., and any other
claim of any kind.

         (3) As part of the settlement, Marlow specifically waives any present
and future claim to reinstatement or employment with the Company at any time in
the future and agrees never to apply for employment with the Company in the
future.

         (4) Marlow further specifically waives any rights of action and
administrative and judicial relief which he might otherwise have available in
the state and federal courts, including all common law claims and claims under
federal and state constitutions, statutes and regulations and federal executive
orders and county and municipal ordinances and regulations, as well as before
the Wage and Hour Division or any other division or department of the U.S.
Department of Labor, the Equal Employment Opportunity Commission, the Florida
Commission on Human Relations, the Lee County Office of Equal Opportunity, the
National Labor Relations Board or any other federal, state or local
administrative agency. Marlow promises never to file, participate in or
prosecute a lawsuit, complaint, charge or other proceeding asserting any claims
that are released by this Release. Marlow further agrees not to voluntarily
participate in any employment related claim brought by any other party against
the Releasees.

         In consideration of the monies provided for in Section 4(g) of the
Agreement and other good and valuable consideration, Marlow represents and
warrants that all the terms of this Release shall be complied with. Should
Marlow breach or act in noncompliance with or in default of this Release (except
insofar as it relates to any claim under the ADEA), the Company may recover
damages from Marlow, along with all costs, including attorneys' fees incurred by
the Company in recovering such damages and in enforcing this Release, with the
Company maintaining all other rights, remedies

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<PAGE>   20


and/or causes of action otherwise available at law or in equity. It is
understood that the Company shall be entitled to recover, as a part of its
costs, any attorneys fees incurred by it in connection with any claim, or type
of claim, released by this Release. The parties hereto acknowledge that any
breach of this Release shall entitle the non-breaching party not only to
damages, but to injunctive relief to enjoin the actions of the breaching party,
as well as attorney's fees and costs.

         MARLOW SHALL HAVE A REASONABLE TIME PERIOD UP TO TWENTY-ONE (21) DAYS
FROM RECEIPT OF THIS DOCUMENT TO ACCEPT THE TERMS OF THIS RELEASE. MARLOW MAY
ACCEPT AND SIGN THIS RELEASE BEFORE EXPIRATION OF THE TWENTY-ONE DAY TIME
PERIOD, BUT HE IS NOT REQUIRED TO DO SO BY THE COMPANY. MARLOW HAS BEEN ADVISED
TO CONSULT WITH AN ATTORNEY OF HIS OWN CHOOSING AND HAS CONSULTED WITH LEGAL
COUNSEL AND OTHER PERSONS OF HIS OWN CHOOSING REGARDING THIS MATTER PRIOR TO THE
EXECUTION OF THIS RELEASE.

         AFTER SIGNING THIS RELEASE, MARLOW MAY REVOKE HIS ACCEPTANCE WITHIN
SEVEN (7) DAYS BY PROVIDING WRITTEN NOTICE OF REVOCATION AS PROVIDED IN
PARAGRAPH 13 OF THE AGREEMENT. THIS RELEASE WILL BECOME EFFECTIVE ON THE TENTH
DAY FOLLOWING ITS SIGNATURE BY ALL OF THE PARTIES, IT BEING RECOGNIZED THAT THE
COMPANY HAS NO OBLIGATION TO MAKE ANY PAYMENT PURSUANT TO SECTION 4(G) OF THE
AGREEMENT UNTIL THIS RELEASE BECOMES EFFECTIVE IN ACCORDANCE WITH THIS PROVISION
NOTWITHSTANDING ANY LANGUAGE CONTAINED HEREIN OR IN THE AGREEMENT TO THE
CONTRARY.

         I UNDERSTAND THAT BY SIGNING THIS RELEASE, I AM GIVING UP RIGHTS
I MAY HAVE.  I UNDERSTAND THAT I DO NOT HAVE TO SIGN THIS RELEASE.


-----------------------------                           ------------------------
Tedford Marlow                                          Date


Sworn to and subscribed before me this ______ day of _______________, 2001, by
Tedford Marlow, who is personally known to me [or who has produced
________________ as identification].

                                     [SEAL]

_______________________________________________[sign]
Type/Print Name of Notary______________________
Notary Public - State of Florida
Commission #:__________________________________
Commission Expires:____________________________

------------------------------                    -----------------------------
Witness                                           Witness

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<PAGE>   21



                                    EXHIBIT B
                                       TO
                  CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT
                               WITH TEDFORD MARLOW
                        DATED AS OF _______________, 2001


                   GENERAL RELEASE AND DISCLAIMER ("RELEASE")

         In consideration of the promises and actions of TEDFORD MARLOW
("Marlow") set out in the Confidential Separation and Release Agreement entered
into between the parties to this Release on _June __, 2001 (the "Agreement"),
CHICO'S FAS, INC., a Florida corporation (the "Company") hereby remises,
acquits, releases, satisfies and discharges, on its own behalf and on behalf of
anyone who could claim by and through it, Marlow, his heirs, and legal
representatives and predecessors and successors in interest and assigns
(collectively "Marlow Releasees"), of and from any and all claims and demands,
past, present or future, and all manner of action and actions, causes of action,
suits, administrative proceedings, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, torts, trespasses, damages, judgments,
executions, warranties, claims and demands whatsoever, in law or in equity,
which the Company, and its successors in interest and assignees, ever had or now
have or in the future may have, but only to the extent known to senior
management of the Company (other than Marlow) that the Company or any of its
affiliates may have against Marlow, his successors or assigns, by reason of any
matter, cause or thing whatsoever from the beginning of the world to the day of
the date of these presents to the extent related to or occurring in connection
with Marlow's employment by the Company., and except that this release shall not
constitute a release of Marlow from any of the obligations of Marlow arising
under the Agreement and shall not constitute a release of Marlow from any matter
involving gross negligence or willful misconduct on the part of Marlow in his
capacity as an employee or officer of the Company which resulted or results in a
material loss to the Company. For these purposes, action or inaction by Marlow
shall not be considered to be gross negligence or willful misconduct if a senior
member of management of the Company (other than Marlow) either consented to such
action or inaction on the part of Marlow or had actual knowledge of such action
or inaction as of the date of the Agreement.

         (4) The Company promises never to file, participate in or prosecute a
lawsuit, complaint, charge or other proceeding asserting any claims that are
released by this Release.

         For good and valuable consideration, the Company represents and
warrants that all the terms of this Release shall be complied with. Should the
Company breach or act in noncompliance with or in default of this Release,
Marlow may recover damages from the Company, along with all costs, including
attorneys' fees incurred by Marlow in recovering such damages and in enforcing
this Release, with the Company maintaining all other rights, remedies and/or
causes of action otherwise available at law or in equity. It is understood that
Marlow shall be entitled to recover, as a part of his costs, any attorneys' fees
incurred by him in connection with any claim, or type of claim, released

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<PAGE>   22


by this Release. The parties hereto acknowledge that any breach of this Release
shall entitle the non-breaching party not only to damages, but to injunctive
relief to enjoin the actions of the breaching party, as well as attorney's fees
and costs.

         THIS RELEASE WILL BECOME EFFECTIVE ON THE TENTH DAY FOLLOWING ITS
SIGNATURE BY ALL OF THE PARTIES BUT WILL NOT BECOME EFFECTIVE IF FOR ANY REASON
MARLOW WERE TO REVOKE ACCEPTANCE OF THE SEPARATE RELEASE THAT IS BEING DELIVERED
BY MARLOW TO THE COMPANY ON OR ABOUT THE DATE ON WHICH THIS RELEASE IS BEING
DELIVERED.

Chico's FAS, Inc.

                                                      ----------------------
By:__________________________                         Date

Title:_________________________

Sworn to and subscribed before me this ______ day of _______________, 2001, by
____________, as ____________________ of Chico's FAS, Inc., who is personally
known to me [or who has produced ________________ as identification].

                                     [SEAL]

_______________________________________________[sign]
Type/Print Name of Notary______________________
Notary Public - State of Florida
Commission #:__________________________________
Commission Expires:____________________________

------------------------------                  -----------------------------
Witness                                         Witness

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