AGREEMENT AND PLAN OF MERGER BY AND AMONG CHICO’S FAS, INC. HARBOR DTC, INC. BOSTON PROPER, INC. AND MICHAEL W. TIERNAN and KENNETH C. FISCHER as the Shareholder Representatives Dated as of August 16, 2011Agreement and Plan of Merger • August 24th, 2011 • Chicos Fas Inc • Retail-women's clothing stores • Florida
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of August 16, 2011 by and among Chico’s FAS, Inc., a Florida corporation (“Parent”), Harbor DTC, Inc., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Boston Proper, Inc., a Florida corporation (the “Company”), and Michael W. Tiernan and Kenneth C. Fischer who will serve as the representatives of the Company’s shareholders and optionholders and each is a party to this Agreement solely in such capacity (collectively, the “Shareholder Representatives”).
