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EXHIBIT 10.5
CHICO'S FAS, INC.
2005 CASH BONUS INCENTIVE PLAN
1.
PURPOSE OF THE PLAN.
The purpose of the Plan is to advance the interests of the
Company and its stockholders by providing
incentives in the form of cash bonus
awards to certain executives and other key
employees of the Company and its
Subsidiaries. The Plan is intended to
enable the Company to attract and retain
appropriate executive and key employee
talent and to motivate such officers and
key employees to manage and grow the
Company's business and to attain the
performance goals articulated under the
Plan.
2.
DEFINITIONS.
The
following capitalized terms used in the Plan have the
respective
meanings set forth in this Section:
(a)
"AWARD" means a cash bonus award granted pursuant to the
Plan.
(b)
"BOARD" means the Board of Directors of the Company.
(c)
"CODE" means the Internal Revenue Code of 1986, as amended,
or any successor thereto.
(d)
"COMMITTEE" means the Compensation and Benefits Committee of
the Board, or any successor thereto or any
other committee designated by the
Board to assume the obligations of the
Committee hereunder.
(e)
"COMPANY" means Chico's FAS, Inc., a Florida corporation, and
its Subsidiaries.
(f)
"EFFECTIVE DATE" means the date on which the Plan takes
effect in accordance with Section 13 of the
Plan.
(g)
"PARTICIPANT" means an employee of the Company or any of its
Subsidiaries who is selected by the
Committee to participate in the Plan
pursuant to Section 4 of the Plan.
(h) "PERFORMANCE
PERIOD" means the Company's 2005 fiscal year or
any portion thereof designated by the
Committee.
(i)
"PLAN" means the Chico's FAS, Inc. 2005 Cash Bonus Incentive
Plan.
(j)
"SUBSIDIARY" means a subsidiary corporation, as defined in
Section 424(f) of the Code (or any
successor section thereto).
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3.
ADMINISTRATION.
The Plan shall be administered by the Committee. The
Committee shall have the authority to
select the employees to be granted Awards
under the Plan, to determine the size and
terms of an Award (subject to the
limitations imposed on Awards in Section 5
below), to modify the terms of any
Award that has been granted, to determine
the time when Awards will be made, the
amount of any payments pursuant to such
Awards, and the Performance Period to
which they relate, to establish performance
objectives in respect of such
Performance Periods and to determine
whether such performance objectives were
attained. The Committee is authorized to
interpret the Plan, to establish, amend
and rescind any rules and regulations
relating to the Plan, and to make any
other determinations that it deems
necessary or desirable for the administration
of the Plan. The Committee may correct any
defect or omission or reconcile any
inconsistency in the Plan in the manner and
to the extent the Committee deems
necessary or desirable. Any decision of the
Committee in the interpretation and
administration of the Plan, as described
herein, shall lie within its sole and
absolute discretion and shall be final,
conclusive and binding on all parties
concerned. Determinations made by the
Committee under the Plan need not be
uniform and may be made selectively among
Participants, whether or not such
Participants are similarly situated. The
Committee shall have the right to
deduct from any payment made under the Plan
any federal, state, local or foreign
income or other taxes required by law to be
withheld with respect to such
payment. The Committee may delegate to one
or more employees of the Company or
any of its Subsidiaries, including, but not
limited to the Company's Chief
Executive Officer, the authority to take
actions on its behalf pursuant to the
Plan; provided, however, only the Committee
may determine compensatio
