AMENDMENT NO. 1
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT is made and entered into this 22nd day of
June, 2004 by and between CHICO'S FAS, INC., a Florida corporation (the "Company"), and SCOTT A.
EDMONDS (the "Executive").
W I T N E S S E T H:
WHEREAS, the parties hereto have entered into that certain Employment Agreement dated December 29,
2003, 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").
NOW, THEREFORE, it is agreed as follows:
1. BASIC SALARY
Section 3(a) of the Employment Agreement shall be replaced in its entirety by the following, effective as of
February 2, 2004:
(a) Basic Salary. The Employer shall pay to the Executive as compensation for all services rendered by the
Executive during the Employment Term a basic annualized salary of $900,000 per year (the "Basic Salary"), or
such other sum as the parties may agree on, in writing, from time to time, payable monthly or in other more
frequent installments, as determined by the Employer. 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, provided that the
Basic Salary may not be decreased, and, provided, further, once the Basic Salary is increased it may not be
decreased below such increased amount. 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.
2. DEATH OF EXECUTIVE
Section 7(a) of the Employment Agreement