THIS SEPARATION AGREEMENT ("Agreement") is made and entered into as of the 24th day of March,
1997 by and between CHICO'S FAS, INC. ("Chico's") and MELISSA PAYNER (a/k/a MELISSA
Payner has served as an officer and employee of Chico's since July 1995. Since August 1, 1996, she has been
serving as President of Chico's. The parties have determined that the senior officers of Chico's have different
views with respect to the proper direction of the company and that these differences are not likely to be
harmonized. Accordingly, management of Chico's has determined that it desires to reach an accommodation and
understanding with Payner regarding the discontinuation of her employment, including the relative rights and
obligations under the agreements referred to below.
Payner and Chico's are parties to the following agreements: (1) an Employment Agreement dated July 8, 1995,
as amended by Supplement to Employment Agreement dated as of May 1, 1996 and by Second Supplement to
Employment Agreement dated as of July 1, 1996 (collectively, the "Employment Agreement");
(2) a Stock Option Agreement dated July 24, 1995 (the "1995 Stock Option Agreement"); (3) a Stock Option
Agreement dated May 1, 1996, as amended by First Amendment to Stock Option Agreement dated July 12,
1996 (collectively, the "1996 Stock Option Agreement"); and an Indemnification Agreement dated July 31, 1995
(the "Indemnification Agreement").
Payner and Chico's desire to finalize all rights and arrangements between them in connection with the
discontinuation of Payner's employment at Chico's, including rights and obligations under the foregoing
1. Discontinuation of Employment and Termination of Employment Agreement.
Effective as of March 24, 1997, the parties agree that (i) Payner's employment by Chico's as President is
discontinued, (ii) the Employment Agreement is terminated and of no further force and effect, and (iii) except as