NONEMPLOYEE DIRECTOR'S STOCK OPTION AGREEMENT
THIS AGREEMENT is made this ____ day of ______________, 1996 but is effective as of the 1st day of
May, 1996, between CHICO'S FAS, Inc., a Florida corporation ("Chico's") and W. Keith Schilit, a
nonemployee member of Chico's Board of Directors (the "Director").
W I T N E S S E T H
WHEREAS, the Director is now a member of Chico's Board of Directors and Chico's desires to have the
Director remain in its service and desires to encourage stock ownership by the Director and to increase the
Director's proprietary interest in Chico's success; and as an inducement thereto has determined to grant to the
Director the option herein provided for, to the end that the Director may thereby be assisted in obtaining an
interest, or an increased interest, as the case may be, in the stock ownership of Chico's.
NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto
hereby agree as follows:
1. Grant. Chico's hereby grants to the Director an option (the "Option") to purchase 10,000 shares of Chico's
common stock, par value $.01 per share ("Common Stock") at $7.00 per share, both as adjusted pursuant to
Section 10 hereof.
2. Exercise. The Option may be exercised at any time during the period hereinafter permitted by presentation at
the principal offices of Chico's in Ft. Myers, Florida of (a) written notice to Chico's advising Chico's of the
election of the Director to purchase the shares of Common Stock covered by this Option and (b) payment of the
aggregate option price therefor.
3. Period of Exercise. The Option is exercisable in whole or from time to time in part during the period from
November 1, 1996 through April 30, 2006, except as provided in Section 8 hereof.
4. Vesting Schedule. The Optionee's rights under the Option shall vest 100% on November 1, 1996.
5. Requirements of Law. Chico's shall not be required to sell or issue any shares under the Option if the issuance
of such shares shall