X0303 4 2011-02-24 0000897429 CHICOS FAS INC CHS 0001200455 DYER DAVID 11215 METRO PARKWAY FT. MYERS FL 33966 1 1 0 0 President and CEO Common Stock 2011-02-24 4 A 0 100000 0 A 555831 D Common Stock 2011-02-24 4 A 0 33333 0 A 589164 D Common Stock 2011-02-24 4 A 0 100000 0 A 689164 D Performance-based restricted stock acquired pursuant to a performance grant under the issuer's Amended and Restated 2002 Omnibus Plan. These shares are earned and vest based on the extent to which pre-established performance objectives for the one year performance period are achieved. Any portion of the initially issued shares that is not earned will not vest and will be forfeited. Any shares earned based on performance will vest on 2/24/2012. Any number of shares earned at the end of the one year performance period which are in excess of the shares received on the grant date will be reported upon issuance in 2012. Represents shares in excess of shares received on the original 2/25/2010 grant date, which were earned as a result of the Company's performance against pre-established performance goals for fiscal 2010. Restricted stock grant which vests 1/3 each year beginning 2/24/2012. Gregory S. Golovko, Attorney In Fact 2011-02-28