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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 compensation awards to
Executive Officers.

4.       ELIGIBILITY AND PARTICIPATION.

                   The Committee shall determine the executive officers and,
upon the recommendation of the Chief Executive Officer, such other persons who
shall be Participants for the Performance Period. Participants shall be selected
from among the employees of the Company and any of its Subsidiaries. The
designation of Participants may be made individually or by groups or
classifications of employees, as the Committee deems appropriate. Participants
may be granted one or more Awards.

5.       AWARDS.

                   (a) Performance Goals. Awards under the Plan shall be
conditioned on the attainment of written performance goals. Performance goals
shall be recommended by the Chief Executive Officer and determined and approved
by the Committee for the Performance Period. The Committee shall determine
whether and to what extent each performance goal has been met. In determining
whether and to what extent a performance goal has been met, the Committee shall
consider the recommendation of the Chief Executive Officer (other than with
respect to his Award or Awards) and may consider such other matters as the
Committee deems appropriate.

                   (b) Target Bonus. The Committee shall determine and specify a
target bonus amount to be payable pursuant to each Award for each Participant.


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         (c)       Amount Payable. The amount payable pursuant to an Award
shall be determined by the Committee in its sole discretion based on the
applicable target bonus amount, any prescribed weighting of the performance
goals if more than one, and the Committee's determination of whether and to what
extent each applicable performance goal has been met. No amounts shall be paid
for performance at or below the threshold level.

         (d)       Payment. The amount of the Award payable as determined by the
Committee for the Performance Period shall be paid to the Participant at such
time as determined by the Committee in its sole discretion after the end of the
applicable Performance Period. The Committee shall have the discretion to
decrease, but not increase, the amount of any payment otherwise payable pursuant
to an Award based on such factors as it shall deem appropriate, but will
consider the recommendation of the Chief Executive Officer prior to making any
such determination.

         (e)       Termination of Employment. If a Participant dies, retires,
is assigned to a different position or is granted a leave of absence, or if the
Participant's employment is otherwise terminated (except with cause by the
Company, as determined by the Committee in its sole discretion) during a
Performance Period, a pro rata share of each of the Participant's Awards based
on the period of actual participation may, in the Committee's sole and absolute
discretion, be paid to the Participant after the end of the Performance Period
if it would have become earned and payable had the Participant's employment
status not changed.

6.       AMENDMENTS OR TERMINATION.

                   The Committee may amend, alter or discontinue the Plan,
but no amendment, alteration or discontinuation shall be made which would impair
any of the rights or obligations under any Award theretofore granted to a
Participant under the Plan without such Participant's consent; provided,
however, that the Committee may amend the Plan in such manner as it deems
necessary to permit the granting of Awards meeting the requirements of any
applicable law, rule or regulation.

7.       NO RIGHT TO EMPLOYMENT.

                  Neither the Plan nor any action taken hereunder shall be
construed as giving any Participant or other person any right to continue to be
employed by or perform services for the Company or any Subsidiary, and the right
to terminate the employment of or performance of services by any Participant at
any time and for any reason is specifically reserved to the Company and its
Subsidiaries.

8.       NONTRANSFERABILITY OF AWARDS.

                  An Award shall not be transferable or assignable by the
Participant other than by will or by the laws of descent and distribution.

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9.       OFFSET OF AWARDS.

                  Notwithstanding anything to the contrary herein, the
Committee, in its sole and absolute discretion, may reduce any amounts otherwise
payable to any Participant hereunder in order to satisfy any liabilities owed to
the Company or any of its Subsidiaries by the Participant.

10.      ADJUSTMENTS UPON CERTAIN EVENTS.

                  In the event of any material change in the business assets,
liabilities or prospects of the Company, any division or any Subsidiary, the
Committee in its sole and absolute discretion and without liability to any
person may make such adjustment, if any, as it deems to be equitable as to any
affected terms of outstanding Awards.

11.      MISCELLANEOUS PROVISIONS.

                  The Company is the sponsor and legal obligor under the Plan
and shall make all payments hereunder, other than any payments to be made by any
of the Subsidiaries (in which case payment shall be made by such Subsidiary, as
appropriate). The Company shall not be required to establish any special or
separate fund or to make any other segregation of assets to ensure the payment
of any amounts under the Plan, and the Participants' rights to the payment
hereunder shall be no greater than the rights of the Company's (or Subsidiary's)
unsecured creditors. All expenses involved in administering the Plan shall be
borne by the Company.

12.      CHOICE OF LAW.

                  The Plan shall be governed by and construed in accordance
with the laws of the State of Florida applicable to contracts made and to be
performed in the State of Florida.

13.      EFFECTIVENESS OF THE PLAN.

                  The Plan shall be effective as of the date of its adoption by
the Board.



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