FIRST AMENDMENT TO STOCK OPTION AGREEMENT
THIS FIRST AMENDMENT TO STOCK OPTION AGREEMENT is made the 12th day of July, 1996
between CHICO'S FAS, Inc., a Florida corporation ("Chico's") and MELISSA PAYNER-GREGOR (the
W I T N E S S E T H
WHEREAS, Chico's and the Optionee are parties to a Stock Option Agreement dated May 1, 1996 (the Stock
Option Agreement") which Agreement evidences the May 1, 1996 grant of 125,000 options to purchase
common stock of Chico's, par value $.01 per share for an option exercise price of $7.00 (the "Option"); and
WHEREAS, Chico's and the Optionee wish to amend the vesting provisions of the Option so as to provide for
the vesting of the Option ratably over a three year period rather than over a five year period.
NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto
hereby agree as follows:
1. AMENDMENT TO SECTION 4. Section 4 of the Agreement is hereby deleted and the following substituted
4. Vesting Schedule. The Optionee's rights under the Option shall vest (on a cumulative basis) over the Exercise
Period in accordance with the following schedule:
2. GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the
State of Florida.
3. FULL FORCE AND EFFECT. Except to the extent amended by this First Amendment to Stock Option
Agreement, the Stock Option Agreement shall remain in full force and effect and as it was prior to this First
Amendment to Stock Option Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above
CHICO'S FAS, INC.
Number of Years From the Date the Exercisable Percentage of
Option is Granted Number of Shares Originally
Covered by the Option
Less than 1 year 0%
1 year but less than 2 years