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Exhibit 10.1
STOCK UNIT AGREEMENT
(2003 STOCK PLAN FOR NON-ASSOCIATE DIRECTORS)
This STOCK UNIT 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 "Director").
WITNESSETH:
WHEREAS, pursuant to the provisions of the 2003 Stock Plan
for
Non-Associate Directors of the Company (the "Plan"), on the
first business day
of each fiscal year of the Company, the Company is to
automatically grant to
each individual then serving as a director of the Company who is
not an
associate of the Company or any of its affiliates (an "Eligible
Director"),
stock units representing the right to receive that number of
shares of Class A
Common Stock, par value $0.01 per share (the "Shares"), of the
Company equal to
the number determined by dividing (i) $60,000 by (ii) the
average of the closing
sale price of the Shares on the New York Stock Exchange ("NYSE")
during the
period of 20 trading days immediately preceding the date of
grant of the stock
units; and
WHEREAS, the Director serves as an Eligible Director on the
Grant
Date;
NOW, THEREFORE, in consideration of the premises, the parties
hereto
make the following agreement, intending to be legally bound
thereby:
1. GRANT OF STOCK UNITS. The Company hereby grants to the
Director
_______ stock units, each stock unit representing the right to
receive one Share
of the Company (the "Stock Units"), subject to adjustment as
provided in Section
6 of this Agreement. The grant of the Stock Units shall not
confer upon the
Director any right to continue as a director of the Company.
2. VESTING. Each Stock Unit shall vest in full on the first
anniversary of the Grant Date as long as the Director continues
to be an
Eligible Director of the Company on such anniversary. The Shares
subject to the
vested Stock Units shall be deliverable to the Director as soon
as reasonably
practicable after the vesting date.
3. ACCELERATION OF VESTING UPON CHANGE OF CONTROL.
Notwithstanding the
vesting provisions contained in Section 2 of this Agreement, but
subject to the
other terms and conditions set forth in this Agreement and the
Plan, upon the
occurrence of a "Change of Control" (as such term is defined in
the Plan), all
outstanding Stock Units held by the Director (whether or not
then vested by
their terms) shall become immediately vested in full and the
Shares subject to
the vested Stock Units deliverable to the Director.
4. FORFEITURE OR EARLY VESTING UPON TERMINATION OF SERVICE AS
DIRECTOR.
(a) TERMINATION OF SERVICE GENERALLY. Upon termination of
the
Director's service as a director of the Company for any reason
other than death
or total disability, all unvested Stock Units held by the
Director shall be
forfeited to the Company.
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(b) TOTAL DISABILITY. If the Director's service as a
director
of the Company ceases as a result of the Director's "total
disability" (as such
term is defined in the Plan), all outstanding Stock Units held
by the Director
(whether or not then vested by their terms) shall become
immediately vested in
full. The Shares subject to the vested Stock Units shall then be
deliverable to
the Director.
(c) DEATH. If the Director dies while serving as a director
of
the Company, all outstanding Stock Units held by the Director
(whether or not
then vested by their terms) shall become immediately vested in
full. The Shares
subject to the vested Stock Units shall then be deliverable to
the Director's
estate or the person who acquires the right to receive such
Shares upon the
Director's death by bequest or inheritance.
5. NON-TRANSFERABILITY OF STOCK UNITS. The Stock Units may not
be
assigned, alienated, pledged, attached, sold or otherwise
transferred,
encumbered or disposed of by the Director otherwise than by will
or t
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