STOCK
APPRECIATION RIGHT AGREEMENT
(2007
Long-Term Incentive Plan)
This
STOCK AWARD AGREEMENT (this “AGREEMENT”) is made to be
effective as of
, 200
(the “GRANT DATE”), by and between Abercrombie &
Fitch Co., a Delaware corporation (the “COMPANY”), and
Michael S. Jeffries (the “PARTICIPANT”).
WHEREAS,
pursuant to the provisions of the 2007 Long-Term Incentive Plan of
the COMPANY (the “PLAN”), the Compensation Committee
(the “COMMITTEE”) of the Board of Directors of the
COMPANY (the “BOARD”) administers the PLAN;
WHEREAS,
the Employment Agreement between the COMPANY and the PARTICIPANT,
dated as of December 19, 2008 (the “EMPLOYMENT
AGREEMENT”) provides that the PARTICIPANT shall receive
certain equity grants under the PLAN; and
WHEREAS,
the COMMITTEE has determined that an award of stock appreciation
rights (“SARs”) with respect to
(
) [TO BE DETERMINED PURSUANT TO SECTION 4(d) OF THE EMPLOYMENT
AGREEMENT] shares of Class A Common Stock, $0.01 par value
(the “SHARES”), of the COMPANY should be granted to the
PARTICIPANT upon the terms and conditions set forth in the
EMPLOYMENT AGREEMENT and this AGREEMENT.
NOW,
THEREFORE, in consideration of the premises, the parties hereto
make the following agreement, intending to be legally bound
thereby:
1.
Grant of AWARD . Pursuant to, and subject to, the terms and
conditions set forth in this AGREEMENT, the EMPLOYMENT AGREEMENT
and in the PLAN, the COMPANY hereby grants to the PARTICIPANT an
award of
(
) SARs (the “AWARD”) [TO BE DETERMINED PURSUANT TO
SECTION 4(d) OF THE EMPLOYMENT AGREEMENT]. Each SAR represents the
right to receive, upon exercise of the SAR, pursuant to this
AGREEMENT, from the COMPANY, a payment, paid in SHARES of the
COMPANY, having a value equal to the excess of the FAIR MARKET
VALUE (as defined in the PLAN), on the date of exercise, of one
SHARE of the COMPANY (subject to adjustment as provided in Section
11(c) of the PLAN) over the BASE PRICE (as defined
below).
2.
Terms and Conditions of the AWARD .
(A)
BASE PRICE . The “BASE PRICE” shall be $
per share [TO BE EQUAL TO THE FAIR MARKET VALUE ON THE GRANT DATE]
(subject to adjustment as provided in Section 11(c) of the
PLAN).
(B)
Exercise of the AWARD . Except as provided under
Sections 3 and 5 of this AGREEMENT, no portion of the AWARD
may be exercised until the first anniversary of the GRANT DATE,
provided that the PARTICIPANT is employed by the COMPANY or a
subsidiary of the COMPANY on such date. Thereafter, except as
otherwise provided in this AGREEMENT, the AWARD may be exercised as
follows:
(i) at
any time after the first anniversary of the GRANT DATE, as to 25%
of the SARs subject to the AWARD, provided that the PARTICIPANT is
employed by the COMPANY or a subsidiary of the COMPANY on such
date;
(ii) at
any time after the second anniversary of the GRANT DATE, as to an
additional 25% of the SARs subject to the AWARD, provided that the
PARTICIPANT is employed by the COMPANY or a subsidiary of the
COMPANY on such date;
(iii) at
any time after the third anniversary of the GRANT DATE, as to an
additional 25% of the SARs subject to the AWARD, provided that the
PARTICIPANT is employed by the COMPANY or a subsidiary of the
COMPANY on such date; and
(iv) at
any time after the fourth anniversary of the GRANT DATE, as to an
additional 25% of the SARs subject to the AWARD, provided that the
PARTICIPANT is employed by the COMPANY or a subsidiary of the
COMPANY on such date.
Subject
to the other provisions of this AGREEMENT, including
Section 5, if the AWARD becomes vested and exercisable as to
certain SARs, it shall remain exercisable as to those SARs until
the date of expiration of the AWARD term. The COMMITTEE may, but
shall not be required to (unless otherwise provided in this
AGREEMENT or the EMPLOYMENT AGREEMENT), accelerate the vesting and
exercisability of the AWARD.
The
grant of the AWARD shall not confer upon the PARTICIPANT any right
to continue in the employment of the COMPANY or any of its
subsidiaries or interfere with or limit in any way the right of the
COMPANY or any of its subsidiaries to modify the terms of or
terminate the employment of the PARTICIPANT at any time in
accordance with applicable law and the COMPANY’s or the
subsidiary’s governing corporate documents.
(C)
AWARD Term . The AWARD shall in no event be exercisable
after the expiration of seven (7) years from the GRANT DATE
and shall expire on such date.
(D)
Method of Exercise . The AWARD may be exercised by giving
written or electronic notice of exercise to the COMMITTEE, in care
of the Human Resources Department of the COMPANY, or such
third-party administrator as the Human Resources Department may
from time to time designate, stating the number of SARs subject to
the AWARD in respect of which the AWARD is being exercised. After
proper notice has been made, and subject to Section 2(E)
below, the COMPANY shall take all such actions as are necessary to
deliver an appropriate certificate or other evidence of ownership
representing the SHARES due upon the exercise of the AWARD as
promptly thereafter as is reasonably practicable.
(E)
Tax Withholding . The COMPANY shall have the right to
require the PARTICIPANT to remit to the COMPANY an amount
sufficient to satisfy any applicable federal, state and local tax
withholding requirements in respect of the exercise of the AWARD.
These tax withholding requirements may be satisfied in one of
several ways, including:
(i) The
PARTICIPANT may give the COMPANY cash equal to the amount required
to be withheld or tender SHARES of the COMPANY already owned by the
PARTICIPANT for at least six months by actual delivery of the
already-owned SHARES and having a FAIR MARKET VALUE on the exercise
date equal to the amount required to be withheld; or
(ii) The
COMPANY may withhold SHARES otherwise issuable upon exercise of the
AWARD having FAIR MARKET VALUE on the exercise date equal to the
amount required to be withheld (but only to the extent of the
minimum amount that must be withheld to comply with applicable
state, federal and local income, employment and wage tax
laws).
3.
Termination of Employment . Subject to the terms of the
EMPLOYMENT AGREEMENT, if the PARTICIPANT is terminated by the
COMPANY for any reason other than for CAUSE (as defined in the
EMPLOYMENT AGREEMENT) or by the PARTICIPANT for GOOD REASON (as
defined in the EMPLOYMENT AGREEMENT), subject, except in the case
of a termination of employment by reason of the PARTICIPANT’s
death or DISABILITY (as defined in the EMPLOYMENT AGREEMENT), to
the PARTICIPANT executing a release in favor of the COMPANY
pursuant to Section 10(j) of the EMPLOYMENT AGREEMENT, this AWARD
shall become immediately and fully vested as of such termination
date.
4.
Non-Transferability of AWARD . The AWARD may not be
transferred, assigned, pledged or hypothecated (whether by
operation of law or otherwise) by the PARTICIPANT, except as
provided by will or by the applicable laws of descent and
distribution, and the AWARD shall not be subject to execution,
attachment or similar process.
5.
Exercise After Termination of Employment .
(A) Except
as the COMMITTEE may at any time provide, if the employment of the
PARTICIPANT with the COMPANY and its subsidiaries is terminated for
any reason other than CAUSE, the AWARD may be exercised (to the
extent that the PARTICIPANT was entitled to do so on the date of
the termination of the PARTICIPANT’s employment and after
taking into account any vesting acceleration pursuant to
Section 3 hereof or the EMPLOYMENT AGREEMENT) at any time
after such termination of employment, subject to the provisions of
Section 2(C) of this AGREEMENT.
(B) If
the employment of the PARTICIPANT with the COMPANY and its
subsidiaries is terminated by the COMPANY for CAUSE, the AWARD may
be exercised (to the extent that the PARTICIPANT was entitled to do
so on the date of the termination of the PARTICIPANT’s
employment) at any time within three months after such termination
of employment, subject to the provisions of Section 2(C) of
this AGREEMENT, and shall then expire.
(C) To
the extent the PARTICIPANT was not entitled to exercise the AWARD
on the date of termination of the PARTICIPANT’s employment,
such portion of the AWARD
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