-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PCwuIQbdqZgJiTCzqUZm8ZGpoMwE6LnvFtJuoClaYLtrVm8ohwVo6dUQPccg0LaM SYi/IkREZhtlHmJRRwhF2A== 0000912057-01-518904.txt : 20010608 0000912057-01-518904.hdr.sgml : 20010608 ACCESSION NUMBER: 0000912057-01-518904 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20010505 FILED AS OF DATE: 20010607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHICOS FAS INC CENTRAL INDEX KEY: 0000897429 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 592389435 STATE OF INCORPORATION: FL FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-16435 FILM NUMBER: 1655583 BUSINESS ADDRESS: STREET 1: 11215 METRO PKWY CITY: FT MYERS STATE: FL ZIP: 33912-1206 BUSINESS PHONE: 8134335505 MAIL ADDRESS: STREET 1: 11215 METRO PKY CITY: FT MYERS STATE: FL ZIP: 33912-1206 10-Q 1 a2051164z10-q.txt 10-Q FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT For the Quarter Ended: Commission File Number: MAY 5, 2001 0-21258 --------------- ------------ CHICO'S FAS, Inc. (Exact name of registrant as specified in charter) FLORIDA 59-2389435 - -------------------------- ------------------------------------ (State of Incorporation) (I.R.S. Employer Identification No.) 11215 METRO PARKWAY, FORT MYERS, FLORIDA 33912 ---------------------------------------------- (Address of principal executive offices) 941-277-6200 ------------ (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No | | Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. At June 5, 2001, there were 26,624,534 (post-split) shares outstanding of Common Stock, $.01 par value per share. CHICO'S FAS, Inc. Index PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED): Condensed Consolidated Balance Sheets - May 5, 2001 and February 3, 2001 ........................................... 3 Condensed Consolidated Statements of Income for the Thirteen Weeks Ended May 5, 2001 and April 29, 2000 ........ 4 Condensed Consolidated Statements of Cash Flows for the Thirteen Weeks Ended May 5, 2001 and April 29, 2000 ........ 5 Notes to Condensed Consolidated Financial Statements .......... 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ..................... 7 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK . 10 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ........................... 10 Signatures .......................................................... 11 2 CHICO'S FAS, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited)
AS OF AS OF 05/05/01 02/03/01 ------------- ------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 14,988,602 $ 3,914,118 Marketable securities, at market 13,068,568 14,221,520 Receivables, net 2,232,002 2,998,910 Inventories 27,843,594 24,394,162 Prepaid expenses 2,686,243 2,254,349 Deferred taxes 3,560,000 3,003,000 ------------- ------------- TOTAL CURRENT ASSETS 64,379,009 50,786,059 ------------- ------------- LAND, BUILDING AND EQUIPMENT: Cost 86,987,234 80,198,367 Less accumulated depreciation and amortization (16,433,784) (14,613,356) ------------- ------------- LAND, BUILDING AND EQUIPMENT, NET 70,553,450 65,585,011 ------------- ------------- OTHER ASSETS: Deferred taxes 909,000 747,000 Other assets, net 680,929 688,547 ------------- ------------- TOTAL OTHER ASSETS 1,589,929 1,435,547 ------------- ------------- $ 136,522,388 $ 117,806,617 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 16,073,970 $ 13,751,762 Accrued liabilities 11,438,089 11,299,352 Current portion of debt and lease obligations 276,410 276,410 ------------- ------------- TOTAL CURRENT LIABILITIES 27,788,469 25,327,524 ------------- ------------- NONCURRENT LIABILITIES: Mortgage note payable 5,131,500 5,149,500 Deferred rent 2,219,951 2,008,352 ------------- ------------- TOTAL NONCURRENT LIABILITIES 7,351,451 7,157,852 ------------- ------------- STOCKHOLDERS' EQUITY: Common stock 177,094 174,994 Additional paid-in capital 22,647,430 18,935,829 Accumulated other comprehensive gain 15,644 47,246 Retained earnings 78,542,300 66,163,172 ------------- ------------- TOTAL STOCKHOLDERS' EQUITY 101,382,468 85,321,241 ------------- ------------- $ 136,522,388 $ 117,806,617 ============= =============
SEE ACCOMPANYING NOTES 3 CHICO'S FAS, Inc. and Subsidiaries Condensed Consolidated Statements of Income (Unaudited)
THIRTEEN WEEKS ENDED 05/05/01 04/29/00 ----------- ----------- Net sales by Company stores $89,633,635 $55,682,409 Net sales by catalog and Internet 2,296,415 -- Net sales to Franchisees 1,302,962 1,010,405 ----------- ----------- NET SALES 93,233,012 56,692,814 Cost of goods sold 36,941,296 22,763,994 ----------- ----------- General, administrative and store operating expenses 36,429,193 21,968,219 ----------- ----------- GROSS PROFIT 56,291,716 33,928,820 INCOME FROM OPERATIONS 19,862,523 11,960,601 Interest income, net 102,605 97,321 ----------- ----------- INCOME BEFORE INCOME TAXES 19,965,128 12,057,922 Income tax provision 7,586,000 4,582,000 ----------- ----------- NET INCOME $12,379,128 $ 7,475,922 =========== =========== PER SHARE DATA: Net income per common share - basic (1) $ 0.47 $ 0.29 =========== =========== Net income per common and common equivalent share - diluted (1) $ 0.45 $ 0.28 =========== =========== Weighted average common shares outstanding - basic (1) 26,416,844 25,716,743 =========== =========== Weighted average common and common equivalent shares outstanding - diluted (1) 27,624,602 26,769,660 =========== ===========
(1) Restated to give retroactive effect to the 3 for 2 stock split payable May 16, 2001. SEE ACCOMPANYING NOTES 4 CHICO'S FAS, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited)
THIRTEEN WEEKS ENDED 05/05/01 04/29/00 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 12,379,128 $ 7,475,922 ------------ ------------ Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,106,458 1,145,230 Stock option compensation 52,617 -- Deferred taxes (719,000) (541,000) Tax benefit of options exercised 2,540,000 280,000 Loss on disposal of land, building and equipment 240,161 122,875 Deferred rent expense, net 211,599 108,892 Changes in assets and liabilities: Decrease (increase) in receivables, net 766,908 (305,018) (Increase) decrease in inventories (3,449,432) 650,384 Increase in prepaid expenses and other assets (458,290) (204,807) Increase in accounts payable 2,322,208 2,917,244 (Decrease) increase in accrued liabilities 138,737 6,384,479 ------------ ------------ Total adjustments 3,751,966 10,558,279 ------------ ------------ Net cash provided by operating activities 16,131,094 18,034,201 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Sale (purchase) of marketable securities, net 1,121,350 (3,717,480) Purchase of land, building and equipment (7,281,044) (6,064,699) ------------ ------------ Net cash used in investing activities (6,159,694) (9,782,179) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuances of common stock 1,121,084 192,712 Principal payments on debt (18,000) (18,000) Deferred finance costs -- (15,000) ------------ ------------ Net cash provided by financing activities 1,103,084 159,712 ------------ ------------ Net increase in cash and cash equivalents 11,074,484 8,411,734 CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 3,914,118 3,980,930 ------------ ------------ CASH AND CASH EQUIVALENTS - END OF PERIOD $ 14,988,602 $ 12,392,664 ============ ============
SEE ACCOMPANYING NOTES 5 CHICO'S FAS, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements May 5, 2001 (Unaudited) ITEM 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Chico's FAS, Inc. and its wholly-owned subsidiaries (collectively, "Chico's" or the "Company") have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and notes required by accounting principles generally accepted in the U.S. for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. All significant intercompany balances and transactions have been eliminated in consolidation. For further information, refer to the consolidated financial statements and notes thereto for the fiscal year ended February 3, 2001, included in the Company's Annual Report on Form 10-K filed on April 30, 2001. The February 3, 2001 balance sheet amounts were derived from audited financial statements included in the Company's Annual Report. Operating results for the thirteen weeks ended May 5, 2001 are not necessarily indicative of the results that may be expected for the entire year. All per share data for the prior year has been restated to reflect the three-for-two stock split effective in May 2001. NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE Basic EPS is based upon the weighted average number of common shares outstanding and diluted EPS is based upon the weighted average number of common shares outstanding plus the dilutive common equivalent shares outstanding during the period. The following is a reconciliation of the denominators of the basic and diluted EPS computations shown on the face of the accompanying statements of income:
THIRTEEN WEEKS ENDED THIRTEEN WEEKS ENDED 05/05/01 04/29/00 ---------- ---------- Basic weighted average outstanding common shares 26,416,844 25,716,743 Dilutive effect of options outstanding 1,207,758 1,052,917 ---------- ---------- Diluted weighted average common and common equivalent shares outstanding 27,624,602 26,769,660 ========== ==========
6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS - THIRTEEN WEEKS ENDED MAY 5, 2001 COMPARED TO THE THIRTEEN WEEKS ENDED APRIL 29, 2000. NET SALES. Net sales by Company-owned stores for the thirteen weeks ended May 5, 2001 (the current period) increased by $34.0 million, or 61.0% over net sales by Company-owned stores for the comparable thirteen weeks ended April 29, 2000 (the prior period). The increase was the result of a comparable Company store net sales increase of $15.6 million and $18.4 million additional sales from the new stores not yet included in the Company's comparable store base (net of sales of $0.4 million from four stores closed in the two previous fiscal years). Net sales by catalog and Internet were $2.3 million for the current period versus no sales in the prior period since the Company began its catalog and Internet operations in late May 2000. Net sales to franchisees for the current period increased by $0.3 million or 29.0% compared to net sales to franchisees for the prior period. The increase in net sales to franchisees was primarily due to a net increase in purchases by the franchisees as a whole and the opening of two additional franchised locations last fiscal year by an existing franchisee. GROSS PROFIT. Gross profit for the current period was $56.3 million, or 60.4% of net sales, compared with $33.9 million, or 59.8% of net sales, for the prior period. The increase in the gross profit percentage primarily resulted from leverage in the Company's distribution center, product development and merchandising costs, which costs are included in the Company's cost of goods sold. GENERAL, ADMINISTRATIVE AND STORE OPERATING EXPENSES. General, administrative and store operating expenses increased to $36.4 million, or 39.1% of net sales, in the current period from $22.0 million, or 38.7% of net sales, in the prior period. The increase in general, administrative and store operating expenses was, for the most part, the result of increases in store operating expenses, including store compensation, occupancy and other costs associated with additional store openings, and to a lesser degree, an increase in marketing expenses. The increase in these expenses as a percentage of net sales was principally due to the increase in direct marketing expenses as a percentage of net sales, comprising 3.5% of net sales in the current period, versus 2.3% of net sales in the prior period, net of leverage associated with the Company's 27.7% comparable Company store sales increase for the current period. INTEREST INCOME, NET. The Company had net interest income during the current period of approximately $103,000 versus approximately $97,000 in the prior period. The increase in net interest income was primarily a result of the Company's increased cash and marketable securities position. NET INCOME. As a result of the factors discussed above, net income reflects an increase of 65.6% to $12.4 million in the current period from net income of $7.5 million in the prior period. The income tax provision represented an effective rate of 38.0% for the current and prior period. 7 COMPARABLE COMPANY STORE NET SALES Comparable Company store net sales increased by 27.7% in the current period when compared to the comparable prior period. Comparable Company store net sales data is calculated based on the change in net sales of currently open Company-owned stores that have been operated as a Company store for at least thirteen months, including stores that have been expanded or relocated within the same general market area (approximately five miles). The comparable store percentages reported above include 26 stores that were expanded within the last 12 months from the beginning of the current period by an average of 798 net square selling feet. If the stores that were expanded had been excluded from the comparable Company-owned store base, the increase in comparable Company-owned store net sales would have been 26.4 % for the current period. The Company does not consider this material to the overall comparable sales results and believes the inclusion of expanded stores in the comparable store net sales to be an acceptable practice, consistent with the practice followed by the Company in prior periods and by many other retailers. The Company believes that the increase in comparable Company store net sales in the current period resulted from the continuing effort to focus the Company's product development, merchandise planning, buying and marketing departments on Chico's target customer. The Company also believes that the look, fit and pricing policy of the Company's product was in line with the needs of the Company's target customer and that the increase in comparable store sales was also fueled by a successful introduction of television advertising beginning in late February, increased direct mailings, a larger database of existing customers for such mailings and the success of the Company's frequent shopper club (the "Passport Club"). To a lesser degree, the Company believes the increase was due to increased store-level training efforts associated with ongoing training programs and continuing strong sales associated with several styles of clothing produced from a related group of fabrics newly introduced by the Company in the fourth quarter of fiscal 1998. LIQUIDITY AND CAPITAL RESOURCES The Company's primary ongoing capital requirements are for funding capital expenditures for new store openings and merchandise inventory purchases. During the first quarter of the current fiscal year (fiscal 2001) and the first quarter of the prior fiscal year (fiscal 2000), the Company's primary source of working capital was cash flow from operations of $16.1 million and $18.0 million, respectively. The decrease in cash flow from operations of $1.9 million was primarily due to an increase of inventories of $3.4 million in the current period versus a decrease of approximately $650,000 in the prior period and an increase in accrued liabilities of approximately $139,000 in the current period versus an increase of $6.4 million in the prior period, net of an increase of $4.9 million in net income, an increase of $2.3 million in the tax benefit of options exercised, and an increase of $1.0 million in depreciation and amortization. The increase in inventories is associated with increased inventory purchase activities to support the Company's significant overall sales increases including an overall increase in fabric inventory. The Company invested $7.3 million in the current fiscal year for capital expenditures primarily associated with the planning and opening of new Company stores, and the remodeling/relocating/expansion of numerous existing stores. During the same period in the prior fiscal year, the Company invested $6.1 million primarily for capital expenditures associated with the opening of new Company stores, the remodeling of several existing stores, the expansion of its office and design facilities, new point-of-sale devices and the development of infrastructure associated with catalog and Internet sales. 8 During the first quarter of the current fiscal year, seven of the Company's officers and one of its three independent directors exercised an aggregate of 186,656 stock options (pre-split) at prices (pre-split) ranging from $31.13 to $37.64 and several employees and former employees exercised an aggregate of 24,497 options (pre-split) at prices (pre-split) ranging from $32.54 to $44.14 (pre-split). The proceeds from these issuances of stock, net of the tax benefit recognized by the Company, amounted to approximately $1.1 million. As more fully described in "Item 1-Business" beginning on page 15 of the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 2001, the Company is subject to ongoing risks associated with imports. The Company's reliance on sourcing from foreign countries causes the Company to be exposed to certain unique business and political risks. Import restrictions, including tariffs and quotas, and changes in such tariffs or quotas could affect the importation of apparel generally and, in that event, could increase the cost or reduce the supply of apparel available to the Company and have an adverse effect on the Company's business, financial condition and/or results of operations. The Company's merchandise flow could also be adversely affected by political instability in any of the countries in which its goods are manufactured, by significant fluctuations in the value of the U.S. dollar against applicable foreign currencies and by restrictions on the transfer of funds. The Company plans to open a minimum of 55 Company-owned new stores in fiscal 2001, 13 of which were open as of May 25, 2001. Further, the Company plans to open between 55 and 60 Company-owned new stores in fiscal 2002. The Company believes that the liquidity needed for its planned new store growth, continuing remodel/expansion program and maintenance of proper inventory levels associated with this growth will be funded primarily from cash flow from operations and its strong existing cash balances. The Company further believes that this liquidity will be sufficient, based on currently planned new store openings, to fund anticipated capital needs over the near-term, including scheduled debt repayments. Given the Company's existing cash and marketable securities balances and the capacity included in its newly expanded bank credit facilities, the Company does not believe that it would need to seek other sources of financing to conduct its operations or pursue its expansion plans even if cash flow from operations should prove to be less than anticipated or even if there should arise a need for additional letter of credit capacity due to establishing new and expanded sources of supply, or if the Company were to increase the number of new Company stores planned to be opened in future periods. SEASONALITY AND INFLATION Although the operations of the Company are influenced by general economic conditions, the Company does not believe that inflation has had a material effect on the results of operations during the current or prior periods. The Company does not consider its business to be seasonal. CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS This Form 10-Q may contain forward-looking statements which reflect the current views of the Company with respect to certain events that could have an effect on the Company's future financial performance. These statements include the words "expects", "believes", and similar expressions. These forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from historical results or those currently anticipated. These potential risks and uncertainties include ability to secure customer acceptance of Chico's styles, propriety of inventory mix 9 and sizing, quality of merchandise received from vendors, timeliness of vendor production and deliveries, increased competition, extent of the market demand by women for private label clothing and related accessories, adequacy and perception of customer service, ability to coordinate product development along with buying and planning, rate of new store openings, performance of management information systems, ability to hire, train, energize and retain qualified sales associates and other employees, availability of quality store sites, ability to hire and retain qualified managerial employees, ability to effectively and efficiently establish and operate catalog and Internet sales activities and other risks. In addition, there are potential risks and uncertainties that are peculiar to the Company's heavy reliance on sourcing from foreign vendors, including the impact of work stoppages, transportation delays and other interruptions, political instability, foreign currency fluctuations, imposition of and changes in tariffs and import and export controls such as import quotas, changes in governmental policies in or towards such foreign countries and other similar factors. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The market risk of the Company's financial instruments as of May 5, 2001 has not significantly changed since February 3, 2001. The Company is exposed to market risk from changes in interest rates on its indebtedness. The Company's exposure to interest rate risk relates in part to its revolving line of credit with its bank; however, as of May 5, 2001, the Company did not have any outstanding balance on its line of credit and, given its existing liquidity position, does not expect to utilize its line of credit in the foreseeable future except for its continuing use of the letter of credit facility portion thereof. The Company's exposure to interest rate risk also relates to its $5.1 million mortgage loan indebtedness which bears a variable interest rate based upon changes in the prime rate. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 4.1 Form of Specimen Common Stock Certificate 10.1 Fifth Amendment to Chico's FAS, Inc. 1993 Employee Stock Purchase Plan 10.2 Nonemployee Director Stock Option Agreement by and between Chico's FAS, Inc. and Verna K. Gibson dated effective May 15, 2000. 10.3 Nonemployee Director Stock Option Agreement by and between Chico's FAS, Inc. and John W. Burden dated effective May 15, 2000. 10.4 Nonemployee Director Stock Option Agreement by and between Chico's FAS, Inc. and Ross E. Roeder dated effective May 15, 2000. 10 (b) Reports on Form 8-K The Company did not file any reports on Form 8-K during the current period. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: June 7, 2001 By: /s/ Marvin J. Gralnick ----------------------- ------------------------------ Marvin J. Gralnick Chief Executive Officer (Principal Executive Officer) Date: June 7, 2001 By: /s/ Charles J. Kleman ----------------------- ------------------------------ Charles J. Kleman Chief Financial Officer (Principal Financial and Accounting Officer) 11 EX-4.1 2 a2051164zex-4_1.txt EXHIBIT 4.1 NUMBER SHARES C ---------- -------- [CHICO'S LOGO] INCORPORATED UNDER THE LAWS OF THE STATE OF FLORIDA CUSIP 168615 10 2 CHICO'S FAS, INC. THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES, PAR VALUE $.01 PER SHARE, OF THE COMMON STOCK OF CHICO'S FAS, INC., (hereinafter called the "Corporation") transferable upon the books of the Corporation by said owner in person or by duly authorized attorney upon surrender of this Certificate properly endorsed or assigned. This Certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Articles of Incorporation and all amendments thereto, copies of which are on file at the office of the Transfer Agent, and the holder hereof, by acceptance of this Certificate, consents to and agrees to be bound by aforesaid provisions. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated:
/s/ Charles J. Kleman [Chico's FAS, Inc seal] /s/ Marvin J. Gralnick'] Secretary President
COUNTERSIGNED AND REGISTERED REGISTRAR AND TRANSFER COMPANY Transfer Agent and Registrar By _____________________________ Authorized Signature CHICO'S FAS, INC. This Certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Articles of Incorporation and all amendments thereto, copies of which are on file at the office of the Transfer Agent, and the holder hereof, by acceptance of this Certificate, consents to and agrees to be bound by all of said provisions. The Corporation's Articles of Incorporation authorize the Corporation to issue more than one class or series of capital stock. The provisions of the Articles of Incorporation setting forth the classes and series of stock authorized to be issued, and the distinguishing characteristics of each class or series, are hereby incorporated by reference to the same extent as if fully set forth herein. Upon written request to the Secretary of the Corporation at its principal executive offices, the Corporation will furnish to any shareholder, without charge, a full statement of (1) the designations, preferences, limitations and relative rights of each series or class of stock authorized to be issued, (2) the variations in the relative rights and preferences between the shares of each series of preferred or special class of stock, so far as the same have been fixed and determined, and (3) the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ________ Custodian __________ TEN ENT - as tenants by the entireties (Cust.) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act______________________ in common (State)
Additional abbreviations may also be used though not in the above list. ASSIGNMENT FOR VALUE RECEIVED,__________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE __________________ ________________________________________________________________________________ ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE) ________________________________________________________________________________ _________________________________________________________________________Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _________________________________ Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated, ____________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Certificate, in every particular, without alteration or enlargement or any change whatever EX-10.1 3 a2051164zex-10_1.txt EXHIBIT 10.1 EXHIBIT 10.1 FIFTH AMENDMENT TO CHICO'S FAS, INC. 1993 EMPLOYEE STOCK PURCHASE PLAN WHEREAS, CHICO'S FAS, INC. (the "Company") has previously adopted the Chico's FAS, Inc. 1993 Employee Stock Purchase Plan, a First Amendment thereto, a Second Amendment thereto, a Third Amendment thereto and a Fourth Amendment thereto (collectively, the "Plan"); and WHEREAS, pursuant to Section 8.4 of the Plan, the Company's Board of Directors has retained the right to amend the Plan in certain respects without the approval of the stockholders of the Company; and WHEREAS, the Company's Board of Directors deems it advisable and in the best interests of the Company and its stockholders to amend the Plan to provide that no stock adjustments of the type contemplated by Section 8.1 of the Plan will result in a change in the maximum number of shares which a participant can purchase or a change in the $125 number which appears in Section 5.3(b) and has determined that the amendments do not require the approval of the stockholders of this Company. NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows: 1. The last sentence of Section 5.3(b) of the Plan is hereby amended by deleting the current last sentence and substituting in its place the following: Notwithstanding the provisions of Section 8.1, no stock adjustment referred to therein shall operate to change (i) from ten (10) the minimum number of shares required to be subscribed for by an Eligible Employee in any offering in order for such Eligible Employee to participate in such offering, (ii) from eight hundred (800) the maximum number of shares that may be subscribed for by an Eligible Employee in any offering, or (iii) from One Hundred Twenty Five Dollars ($125.00) the dollar amount used in computing the number of shares to which an Eligible Employee is entitled to subscribe in each offering. EX-10.2 4 a2051164zex-10_2.txt EXHIBIT 10.2 EXHIBIT 10.2 NONEMPLOYEE DIRECTOR'S STOCK OPTION AGREEMENT THIS AGREEMENT is made this 2nd day of May, 2000 but is effective as of the 15th day of May, 2000, between CHICO'S FAS, Inc., a Florida corporation ("Chico's") and Verna K. Gibson, 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 $19.3125 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 15, 2000 through May 15, 2010, except as provided in Section 8 hereof. 4. VESTING SCHEDULE. The Optionee's rights under the Option shall vest 100% on November 15, 2000. 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 constitute a violation of any provisions of any law or regulation of any governmental authority. Specifically, in connection with the Securities Act of 1933 (the "Act"), upon exercise of the Option, unless a registration statement under the Act is in effect with respect to the shares of Common Stock covered by the Option, Chico's shall not be required to issue such shares unless Chico's has received evidence reasonably satisfactory to the effect that the Director is acquiring such shares for investment and not with a view to the distribution thereof, and unless the certificate issued representing the shares of Common Stock bears the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AS AMENDED AND APPLICABLE STATE SECURITIES LAWS." Any reasonable determination in this connection by Chico's shall be final, binding and conclusive. At such time as a registration statement under the Act is in effect with respect to the shares of Common Stock represented by certificates bearing the above legend or at such time as, in the opinion of counsel for Chico's, such legend is no longer required solely for compliance with applicable securities laws, then the holders of such certificates shall be entitled to exchange such certificates for certificates representing a like number of shares but without such legend. Chico's may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Act. Chico's shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. 6. METHOD OF PAYMENT. Payment shall be made: (a) in United States dollars by certified check, or bank draft or (b) by tendering to Chico's Common Stock shares owned by the person exercising the Option and having a fair market value equal to the cash exercise price applicable to such Option, such fair market value to be the closing price, on the date in question (or, if no shares are traded on such day, on the next preceding day on which shares were traded), of the Common Stock as reported on the Composite Tape, or if not reported thereon, then such price as reported in the trading reports of the principal securities exchange in the United States on which such stock is listed, or if such stock is not listed on a securities exchange in the United States, the mean between the dealer closing "bid" and "ask" prices on the over-the-counter market as reported by the National Association of Security Dealers Automated Quotation System (NASDAQ), or NASDAQ's successor, or if not reported on NASDAQ, the fair market value of such stock as determined by the Board in good faith and based on all relevant factors, or (c) by a combination of United States dollars and Common Stock shares as aforesaid. 7. TRANSFERABILITY OF OPTION. The Option shall not be transferable by the Director otherwise than by will or the laws of descent and distribution, and shall be exercisable during his lifetime only by him. 2. 8. TERMINATION OF SERVICE, DEATH, AND CHANGE IN CONTROL. Except as may be otherwise expressly provided in this Agreement, the Option herein granted shall terminate and all rights to exercise hereunder shall terminate immediately in the event of the Director's discontinuance of service on Chico's Board of Directors as a result of his or her removal for cause; otherwise, in the event that the Director should discontinue service on Chico's Board of Directors for any other reason, the Option shall continue to be exercisable through the date it would have remained exercisable absent such discontinued service. After the death of the Director, his executors or administrators, or any person or persons to whom the Option may be transferred by will or by the laws of descent and distribution, shall have the right, at any time prior to such termination, to exercise the Option pursuant to the terms of this Agreement. If there shall occur a change in control of Chico's while any shares of Common Stock remain subject to this Option, then the Option shall become immediately exercisable without regard to Section 2 hereof and such exercisability shall terminate only pursuant to Section 3 hereof without regard to the other provisions of this Section 8. For purposes of this Agreement, a "change in control" of Chico's shall mean a change in control of a nature that would be required to reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1931 (the "Exchange Act") as in effect on the date hereof; provided, that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Section 13(d) and 14(d)(2) of the Exchange Act and other than the persons who are directors on the date of this Agreement) is or becomes the beneficial owner, directly or indirectly, of securities of Chico's representing 20% or more of the combined voting power of Chico's then outstanding securities or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of Chico's cease for any reason to constitute at least a majority thereof. 9. NO RIGHTS AS STOCKHOLDER. The Director shall have no rights as a stockholder with respect to shares covered by the Option until the date of issuance of a stock certificate for such shares; no adjustment for dividends, or otherwise, except as provided in Section 10, shall be made if the record date therefor is prior to the date of exercise of such option. 10. STOCK ADJUSTMENTS. (a) In the event of any increase or decrease in the number of issued shares of Common Stock resulting from a stock split or other division or consolidation of shares or the payment of a stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such shares effected without any receipt of consideration by Chico's, then, in any such event, the number of shares of Common Stock covered by the Option, and the purchase price per share of Common Stock covered by the Option shall be proportionately and appropriately adjusted for any such increase or decrease. (b) Subject to any required action by the stockholders, if any change occurs in the shares of Common Stock by reason of any recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or of any similar change affecting the shares of Common Stock, then, in any such event, the number and type of shares covered by the Option, and the purchase price per share of Common Stock covered by the Option, shall 3. be proportionately and appropriately adjusted for any such change. A dissolution or liquidation of Chico's shall cause each outstanding Option to terminate. (c) In the event of a change in the Common Stock as presently constituted that is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any change shall be deemed to be shares of Common Stock within the meaning of this Agreement. (d) To the extent that the foregoing adjustments relate to stock or securities of Chico's, such adjustments shall be made by, and in the discretion of, the Board, whose determination in that respect shall be final, binding and conclusive. (e) Except as hereinabove expressly provided in this Section 10, the Director shall have no rights by reason of any division or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation, or spin-off of assets or stock of another corporation; and any issuance by Chico's of shares of stock of any class, securities convertible into shares of stock of any class, or warrants or options for shares of stock of any class shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the Option. (f) The grant of this Option shall not affect in any way the right or power of Chico's to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate, or to dissolve, to liquidate, to sell, or to transfer all or any part of its business or assets. 11. WITHHOLDING. It shall be a condition to the obligation of Chico's to issue Common Stock shares upon exercise of an Option, that the Director (or any beneficiary or person entitled to act under Section 8 above) pay to Chico's, upon its demand, such amount as may be requested by Chico's for the purpose of satisfying any liability to withhold federal, state, local or foreign income or other taxes. If the amount requested is not paid, Chico's may refuse to issue Common Stock shares. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CHICO'S FAS, INC. By: /s/ MARVIN J. GRALNICK ---------------------------------------- Marvin J. Gralnick, President /s/ VERNA K. GIBSON ---------------------------------------- Verna K. Gibson, Director 4. EX-10.3 5 a2051164zex-10_3.txt EXHIBIT 10.3 EXHIBIT 10.3 NONEMPLOYEE DIRECTOR'S STOCK OPTION AGREEMENT THIS AGREEMENT is made this 2nd day of May, 2000 but is effective as of the 15th day of May, 2000, between CHICO'S FAS, Inc., a Florida corporation ("Chico's") and John W. Burden, 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 $19.3125 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 15, 2000 through May 15, 2010, except as provided in Section 8 hereof. 4. VESTING SCHEDULE. The Optionee's rights under the Option shall vest 100% on November 15, 2000. 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 constitute a violation of any provisions of any law or regulation of any governmental authority. Specifically, in connection with the Securities Act of 1933 (the "Act"), upon exercise of the Option, unless a registration statement under the Act is in effect with respect to the shares of Common Stock covered by the Option, Chico's shall not be required to issue such shares unless Chico's has received evidence reasonably satisfactory to the effect that the Director is acquiring such shares for investment and not with a view to the distribution thereof, and unless the certificate issued representing the shares of Common Stock bears the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AS AMENDED AND APPLICABLE STATE SECURITIES LAWS." Any reasonable determination in this connection by Chico's shall be final, binding and conclusive. At such time as a registration statement under the Act is in effect with respect to the shares of Common Stock represented by certificates bearing the above legend or at such time as, in the opinion of counsel for Chico's, such legend is no longer required solely for compliance with applicable securities laws, then the holders of such certificates shall be entitled to exchange such certificates for certificates representing a like number of shares but without such legend. Chico's may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Act. Chico's shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. 6. METHOD OF PAYMENT. Payment shall be made: (a) in United States dollars by certified check, or bank draft or (b) by tendering to Chico's Common Stock shares owned by the person exercising the Option and having a fair market value equal to the cash exercise price applicable to such Option, such fair market value to be the closing price, on the date in question (or, if no shares are traded on such day, on the next preceding day on which shares were traded), of the Common Stock as reported on the Composite Tape, or if not reported thereon, then such price as reported in the trading reports of the principal securities exchange in the United States on which such stock is listed, or if such stock is not listed on a securities exchange in the United States, the mean between the dealer closing "bid" and "ask" prices on the over-the-counter market as reported by the National Association of Security Dealers Automated Quotation System (NASDAQ), or NASDAQ's successor, or if not reported on NASDAQ, the fair market value of such stock as determined by the Board in good faith and based on all relevant factors, or (c) by a combination of United States dollars and Common Stock shares as aforesaid. 7. TRANSFERABILITY OF OPTION. The Option shall not be transferable by the Director otherwise than by will or the laws of descent and distribution, and shall be exercisable during his lifetime only by him. 2. 8. TERMINATION OF SERVICE, DEATH, AND CHANGE IN CONTROL. Except as may be otherwise expressly provided in this Agreement, the Option herein granted shall terminate and all rights to exercise hereunder shall terminate immediately in the event of the Director's discontinuance of service on Chico's Board of Directors as a result of his or her removal for cause; otherwise, in the event that the Director should discontinue service on Chico's Board of Directors for any other reason, the Option shall continue to be exercisable through the date it would have remained exercisable absent such discontinued service. After the death of the Director, his executors or administrators, or any person or persons to whom the Option may be transferred by will or by the laws of descent and distribution, shall have the right, at any time prior to such termination, to exercise the Option pursuant to the terms of this Agreement. If there shall occur a change in control of Chico's while any shares of Common Stock remain subject to this Option, then the Option shall become immediately exercisable without regard to Section 2 hereof and such exercisability shall terminate only pursuant to Section 3 hereof without regard to the other provisions of this Section 8. For purposes of this Agreement, a "change in control" of Chico's shall mean a change in control of a nature that would be required to reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1931 (the "Exchange Act") as in effect on the date hereof; provided, that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Section 13(d) and 14(d)(2) of the Exchange Act and other than the persons who are directors on the date of this Agreement) is or becomes the beneficial owner, directly or indirectly, of securities of Chico's representing 20% or more of the combined voting power of Chico's then outstanding securities or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of Chico's cease for any reason to constitute at least a majority thereof. 9. NO RIGHTS AS STOCKHOLDER. The Director shall have no rights as a stockholder with respect to shares covered by the Option until the date of issuance of a stock certificate for such shares; no adjustment for dividends, or otherwise, except as provided in Section 10, shall be made if the record date therefor is prior to the date of exercise of such option. 10. STOCK ADJUSTMENTS. (a) In the event of any increase or decrease in the number of issued shares of Common Stock resulting from a stock split or other division or consolidation of shares or the payment of a stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such shares effected without any receipt of consideration by Chico's, then, in any such event, the number of shares of Common Stock covered by the Option, and the purchase price per share of Common Stock covered by the Option shall be proportionately and appropriately adjusted for any such increase or decrease. (b) Subject to any required action by the stockholders, if any change occurs in the shares of Common Stock by reason of any recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or of any similar change affecting the shares of Common Stock, then, in any such event, the number and type of shares covered 3. by the Option, and the purchase price per share of Common Stock covered by the Option, shall be proportionately and appropriately adjusted for any such change. A dissolution or liquidation of Chico's shall cause each outstanding Option to terminate. (c) In the event of a change in the Common Stock as presently constituted that is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any change shall be deemed to be shares of Common Stock within the meaning of this Agreement. (d) To the extent that the foregoing adjustments relate to stock or securities of Chico's, such adjustments shall be made by, and in the discretion of, the Board, whose determination in that respect shall be final, binding and conclusive. (e) Except as hereinabove expressly provided in this Section 10, the Director shall have no rights by reason of any division or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation, or spin-off of assets or stock of another corporation; and any issuance by Chico's of shares of stock of any class, securities convertible into shares of stock of any class, or warrants or options for shares of stock of any class shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the Option. (f) The grant of this Option shall not affect in any way the right or power of Chico's to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate, or to dissolve, to liquidate, to sell, or to transfer all or any part of its business or assets. 11. WITHHOLDING. It shall be a condition to the obligation of Chico's to issue Common Stock shares upon exercise of an Option, that the Director (or any beneficiary or person entitled to act under Section 8 above) pay to Chico's, upon its demand, such amount as may be requested by Chico's for the purpose of satisfying any liability to withhold federal, state, local or foreign income or other taxes. If the amount requested is not paid, Chico's may refuse to issue Common Stock shares. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CHICO'S FAS, INC. By: /s/ MARVIN J. GRALNICK --------------------------------------- Marvin J. Gralnick, President /s/ JOHN W. BURDEN ------------------------------------------ John W. Burden, Director 4. EX-10.4 6 a2051164zex-10_4.txt EXHIBIT 10.4 EXHIBIT 10.4 NONEMPLOYEE DIRECTOR'S STOCK OPTION AGREEMENT THIS AGREEMENT is made this 2nd day of May, 2000 but is effective as of the 15th day of May, 2000, between CHICO'S FAS, Inc., a Florida corporation ("Chico's") and Ross E. Roeder, 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 $19.3125 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 15, 2000 through May 15, 2010, except as provided in Section 8 hereof. 4. VESTING SCHEDULE. The Optionee's rights under the Option shall vest 100% on November 15, 2000. 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 constitute a violation of any provisions of any law or regulation of any governmental authority. Specifically, in connection with the Securities Act of 1933 (the "Act"), upon exercise of the Option, unless a registration statement under the Act is in effect with respect to the shares of Common Stock covered by the Option, Chico's shall not be required to issue such shares unless Chico's has received evidence reasonably satisfactory to the effect that the Director is acquiring such shares for investment and not with a view to the distribution thereof, and unless the certificate issued representing the shares of Common Stock bears the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AS AMENDED AND APPLICABLE STATE SECURITIES LAWS." Any reasonable determination in this connection by Chico's shall be final, binding and conclusive. At such time as a registration statement under the Act is in effect with respect to the shares of Common Stock represented by certificates bearing the above legend or at such time as, in the opinion of counsel for Chico's, such legend is no longer required solely for compliance with applicable securities laws, then the holders of such certificates shall be entitled to exchange such certificates for certificates representing a like number of shares but without such legend. Chico's may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Act. Chico's shall not be obligated to take any other affirmative action in order to cause the exercise of the Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. 6. METHOD OF PAYMENT. Payment shall be made: (a) in United States dollars by certified check, or bank draft or (b) by tendering to Chico's Common Stock shares owned by the person exercising the Option and having a fair market value equal to the cash exercise price applicable to such Option, such fair market value to be the closing price, on the date in question (or, if no shares are traded on such day, on the next preceding day on which shares were traded), of the Common Stock as reported on the Composite Tape, or if not reported thereon, then such price as reported in the trading reports of the principal securities exchange in the United States on which such stock is listed, or if such stock is not listed on a securities exchange in the United States, the mean between the dealer closing "bid" and "ask" prices on the over-the-counter market as reported by the National Association of Security Dealers Automated Quotation System (NASDAQ), or NASDAQ's successor, or if not reported on NASDAQ, the fair market value of such stock as determined by the Board in good faith and based on all relevant factors, or (c) by a combination of United States dollars and Common Stock shares as aforesaid. 7. TRANSFERABILITY OF OPTION. The Option shall not be transferable by the Director otherwise than by will or the laws of descent and distribution, and shall be exercisable during his lifetime only by him. 2. 8. TERMINATION OF SERVICE, DEATH, AND CHANGE IN CONTROL. Except as may be otherwise expressly provided in this Agreement, the Option herein granted shall terminate and all rights to exercise hereunder shall terminate immediately in the event of the Director's discontinuance of service on Chico's Board of Directors as a result of his or her removal for cause; otherwise, in the event that the Director should discontinue service on Chico's Board of Directors for any other reason, the Option shall continue to be exercisable through the date it would have remained exercisable absent such discontinued service. After the death of the Director, his executors or administrators, or any person or persons to whom the Option may be transferred by will or by the laws of descent and distribution, shall have the right, at any time prior to such termination, to exercise the Option pursuant to the terms of this Agreement. If there shall occur a change in control of Chico's while any shares of Common Stock remain subject to this Option, then the Option shall become immediately exercisable without regard to Section 2 hereof and such exercisability shall terminate only pursuant to Section 3 hereof without regard to the other provisions of this Section 8. For purposes of this Agreement, a "change in control" of Chico's shall mean a change in control of a nature that would be required to reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1931 (the "Exchange Act") as in effect on the date hereof; provided, that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Section 13(d) and 14(d)(2) of the Exchange Act and other than the persons who are directors on the date of this Agreement) is or becomes the beneficial owner, directly or indirectly, of securities of Chico's representing 20% or more of the combined voting power of Chico's then outstanding securities or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of Chico's cease for any reason to constitute at least a majority thereof. 9. NO RIGHTS AS STOCKHOLDER. The Director shall have no rights as a stockholder with respect to shares covered by the Option until the date of issuance of a stock certificate for such shares; no adjustment for dividends, or otherwise, except as provided in Section 10, shall be made if the record date therefor is prior to the date of exercise of such option. 10. STOCK ADJUSTMENTS. (a) In the event of any increase or decrease in the number of issued shares of Common Stock resulting from a stock split or other division or consolidation of shares or the payment of a stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such shares effected without any receipt of consideration by Chico's, then, in any such event, the number of shares of Common Stock covered by the Option, and the purchase price per share of Common Stock covered by the Option shall be proportionately and appropriately adjusted for any such increase or decrease. (b) Subject to any required action by the stockholders, if any change occurs in the shares of Common Stock by reason of any recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or of any similar change affecting the shares of Common Stock, then, in any such event, the number and type of shares covered 3. by the Option, and the purchase price per share of Common Stock covered by the Option, shall be proportionately and appropriately adjusted for any such change. A dissolution or liquidation of Chico's shall cause each outstanding Option to terminate. (c) In the event of a change in the Common Stock as presently constituted that is limited to a change of all of its authorized shares with par value into the same number of shares with a different par value or without par value, the shares resulting from any change shall be deemed to be shares of Common Stock within the meaning of this Agreement. (d) To the extent that the foregoing adjustments relate to stock or securities of Chico's, such adjustments shall be made by, and in the discretion of, the Board, whose determination in that respect shall be final, binding and conclusive. (e) Except as hereinabove expressly provided in this Section 10, the Director shall have no rights by reason of any division or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation, or spin-off of assets or stock of another corporation; and any issuance by Chico's of shares of stock of any class, securities convertible into shares of stock of any class, or warrants or options for shares of stock of any class shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to the Option. (f) The grant of this Option shall not affect in any way the right or power of Chico's to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate, or to dissolve, to liquidate, to sell, or to transfer all or any part of its business or assets. 11. WITHHOLDING. It shall be a condition to the obligation of Chico's to issue Common Stock shares upon exercise of an Option, that the Director (or any beneficiary or person entitled to act under Section 8 above) pay to Chico's, upon its demand, such amount as may be requested by Chico's for the purpose of satisfying any liability to withhold federal, state, local or foreign income or other taxes. If the amount requested is not paid, Chico's may refuse to issue Common Stock shares. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CHICO'S FAS, INC. By: /s/ MARVIN J. GRALNICK -------------------------------------- Marvin J. Gralnick, President /s/ ROSS E. ROEDER -------------------------------------- Ross E. Roeder, Director 4. -----END PRIVACY-ENHANCED MESSAGE-----