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Exhibit 10.1
AMERICAN EAGLE OUTFITTERS, INC.
LTICP 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 participant in the Company Long Term
Incentive Compensation Plan (the "LTICP") has access to or may
develop trade secrets, intellectual property, and other
confidential or proprietary information ("Confidential
Information") of the Company.
THEREFORE, in consideration of my continued
employment with the Company, in recognition of the highly
competitive nature of the business conducted by the Company and in
exchange for the benefit of being able as a "Contract Participant"
to receive the distribution of my full account balance under the
LTICP after termination of my employment, I agree as follows:
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 p
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