AMERICAN EAGLE OUTFITTERS,
INC.
RSU Confidentiality,
Non-Solicitation, Non- Competition And
Intellectual Property Agreement
As an officer of
American Eagle Outfitters, Inc. or one of its subsidiaries or
affiliates (collectively, the “Company”), the
undersigned is a participant in the Company Long Term Incentive
Compensation Plan (the “Old LTICP”) and is eligible to
participate in the new Company Long Term Restricted Stock Unit
Incentive Plan (the “RSU Plan”) and has access to or
may develop trade secrets, intellectual property, and other
confidential or proprietary information (“Confidential
Information”) of the Company.
NOW, THEREFORE, in
recognition of the highly competitive nature of the business
conducted by the Company and in exchange for and in consideration
of:
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my
continued employment with the Company;
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the
benefit of being able as a “Contract Participant” to
receive the distribution of my full account balance under the LTICP
in two annual installments; and
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to
be eligible to receive a pro rated award under the RSU Plan after
termination of my employment, based on actual days worked and
performance goals being met for the full period, but not an amount
above the “target” award level;
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1. I will at
all times during and after my employment with the Company
faithfully hold the Company’s Confidential Information in the
strictest confidence, and I will use my best efforts and diligence
to guard against its disclosure to anyone other than as required in
the performance of my duties to the Company. I will not use
Confidential Information for my own personal benefit or for the
benefit of any competitor or other person. I understand that
Confidential Information includes all information and materials
relating to Intellectual Property, as defined below, the
Company’s trade secrets and all information relating to the
Company that the Company does not make available to the public. By
way of example, Confidential Information includes information about
the Company’s products, designs, processes, systems,
marketing, promotional plans, technical procedures, strategies,
costs, financial information, and many other types of information
and materials. Upon termination of my employment with the Company,
regardless of the reason for such termination, I will return to the
Company all computers, data storage devices, documents and other
materials of any kind that contain Confidential Information. I will
not use any confidential information of any third party, including
any prior employer, in breach of a legal obligation to that third
party in the course of my work for the Company.
2. If I
decide to resign my employment with the Company, I will provide the
Company with thirty (30) days prior written notice.
3. If I leave
the Company for any reason whatsoever, then for a period of
eighteen (18) months after my separation from the Company, I
will not directly or indirectly solicit, induce or attempt to
influence any associate to leave the employment of the
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