STOCK
APPRECIATION RIGHT AGREEMENT
(2005 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
(the “PARTICIPANT”).
WHEREAS,
pursuant to the provisions of the 2005 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;
and
WHEREAS,
the COMMITTEE has determined that an award of stock appreciation
rights (“SARs”) with respect to
(
) 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 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 and in the PLAN, the COMPANY
hereby grants to the PARTICIPANT an award of
(
) SARs (the “AWARD”). 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 (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
% 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
% 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
% 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
% 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), 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 ten 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.
Change of Control . Unless the BOARD or COMMITTEE provides
otherwise prior to a “Change of Control” (as such term
is defined in the PLAN), upon a Change of Control, Section 9
of the PLAN shall govern the treatment of the AWARD.
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 death or “total disability” (as
defined below), 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. 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 shall expire on the date of such
termination.
(B) If
the PARTICIPANT becomes totally disabled, the AWARD shall become
immediately vested and exercisable in full, and the AWARD may be
exercised at any time during the first twelve (12) months that
the PARTICIPANT receives benefits under the Abercrombie & Fitch
Co. Long-Term Disability Program, or any successor program, subject
to the provisions of Section 2(C) of this AGREEMENT, and shall
then expire.
(C) If
the PARTICIPANT dies while employed by the COMPANY or one of its
subsidiaries, the AWARD shall become immediately vested and
exercisable in full by the PARTICIPANT’s estate or by the
person who acquires the right to exercise the AWARD upon the
PARTICIPANT’s death by bequest or inheritance. The AWARD may
be exercised at any time within one year after the date of the
PARTICIPANT’s death, or such other period as the COMMITTEE
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