AMENDMENT NO. 1
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").
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").
Section 2 of the Employment Agreement shall be replaced in its entirety by the following:
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
more frequent installments, as determined by the Employer:
Period Basic Annualized Salary