EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT      This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of December 19, 2008 (the "Effective Date"), by and between Abercrombie & Fitch Co., a Delaware corporation (the "Company"), and Michael S. Jeffries (the "Executive") (hereinafter collectively referred to as "the parties"). WITNESSETH:      WHEREAS, the Executive has been employed by the Company as the Chairman of the Board of the Company since May 1998 and as Chief Executive Officer of the Company since February 1992 and served as President of the Company from February 1992 until May 1998; and      WHEREAS, the Executive is experienced in all phases of the Company’s business and possesses an intimate knowledge of the business and affairs of the Company and its policies, procedures, methods and personnel; and      WHEREAS, the Company desires to continue to employ the Executive pursuant to the terms and conditions of this Agreement, and the Executive has agreed to continue to be employed by the Company on the terms and conditions set forth herein.      NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises of the parties contained herein, the parties, intending to be legally bound, hereby agree as follows:      1. Term. The term of employment under this Agreement shall be for the period commencing on the Effective Date and ending on February 1, 2014 (the "Term"). Notwithstanding the foregoing, the Term shall end on the date on which the Executive’s employment is earlier terminated by either party in accordance with the provisions of Section 9 of this Agreement.      2. Employment.           (a) Position. The Executive shall be employed by the Company as the Chairman of the Board of Directors of the Company (the "Board") and Chief Executive Officer of the Company. The Executive shall perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons employed in a similar executive capacity. The Executive shall report only to the Board.           (b) Obligations. The Executive agrees to devote his full business time and attention to the business and affairs of the Company. The foregoing, however, shall not preclude the Executive from serving on corporate, civic or charitable boards or committees or managing personal investments, so long as such activities do not interfere with the performance of the Executive’s responsibilities hereunder.      3. Base Salary. The Company agrees to pay or cause to be paid to the Executive commencing no later than the Effective Date and during the Term an annual base salary at the rate of $1,500,000 per year or such larger amount as the Board may from time to time determine (the "Base Salary"). Such Base Salary shall be payable in accordance with the Company’s customary practices applicable to its executive officers.

     4. Equity Compensation.           (a) The Executive shall be entitled to participate in the stock-based employee benefit plans, including, without limitation, the Abercrombie & Fitch Co. 2007 Long-Term Incentive Plan, as amended from time to time, and/or any successor plan (the "Stock Incentive Plan"), on the terms and conditions described in this Agreement.           (b) In connection with the execution of this Agreement, the Company agrees to grant to the Executive options to acquire 4,000,000 shares of Class A Common Stock, par value $0.01 per share, of the Company (the "Common Stock"), in accordance with the terms of this Agreement (collectively, the "Retention Grant"). Notwithstanding anything herein to the contrary, the Company shall have the discretion to award all or part of the Retention Grant in the form of cash and/or stock settled stock appreciation rights in lieu of options; provided that such stock appreciation rights are subject to terms and conditions identical to those applicable to the options that would have otherwise been awarded hereunder as part of the Retention Grant.           (i) The Retention Grant will be awarded in three tranches with (A) options covering 40% of the total number of shares of Common Stock subject to the Retention Grant to be awarded on the Effective Date, (B) options covering 30% of the total number of shares of Common Stock subject to the Retention Grant to be awarded on March 2, 2009, and (C) options covering 30% of the total number of shares of Common Stock subject to the Retention Grant to be awarded on September 1, 2009, in each case, subject to the Executive’s continuous employment by the Company through the applicable grant date (each of the Effective Date, March 2, 2009 and September 1, 2009 referred to herein as a "Grant Date").           (ii) So long as the Executive’s employment has not terminated prior to the applicable Grant Date, on each Grant Date, the Executive will be awarded options covering the number of shares determined pursuant to Subsection 4(b)(i) and with exercise prices determined as follows:

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               (iii) In addition to the above, the Retention Grant will be subject to the terms and conditions of the Stock Incentive Plan and the customary form of stock option agreement used thereunder generally for executives of the Company; provided, however, that:

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          (c) Subject to Subsection 4(d), with respect to each fiscal year of the Term starting with the 2009 fiscal year, the Executive will be granted two equity grants (each a "Semi-Annual Grant"), one of which shall be granted within 75 days following the end of the second fiscal quarter of the applicable fiscal year and the other within 75 days following the end of the applicable fiscal year, provided that the Executive remains continuously employed by the Company through each such grant date (or in the case of the Semi-Annual Grant for the six month period ending on February 1, 2014, remains a member of the Board through the date of such grant). The first Semi-Annual Grant shall relate to the first six months of the fiscal year beginning on February 1, 2009. Each Semi-Annual Grant awarded with respect any fiscal period ending on or prior to July 30, 2011 shall be in the form of stock options (with an exercise price equal to the fair market value of the Common Stock on the applicable grant date). Each Semi-Annual Grant awarded with respect any fiscal period ending after July 31, 2011 shall be in the form of stock options (with an exercise price equal to the fair market value of the Common Stock on the applicable grant date), restricted stock or restricted stock units, or a combination thereof, in each case, as elected by the Executive in advance of the grant date in the manner specified by the Company. Each Semi-Annual Grant shall have a "fair value" (as determined by the Company in accordance with Financial Accounting Standards Board’s Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment ("FAS 123R") or such revised standard as then applicable using a seven-year term) on the grant date thereof (the "Semi-Annual Grant Value") equal to: (i) the product of Semi-Annual TSR (as defined herein) minus (ii) the sum of Semi-Annual Cash (as defined herein) plus Semi-Annual Pension Increase (as defined herein); provided, however, in no event shall the Semi-Annual TSR exceed 25% of the Company’s Adjusted Operating Income (as defined herein) for the fiscal period to which the Semi-Annual Grant relates. If the Semi-Annual Grant Value for any fiscal period is less than or equal to zero, no Semi-Annual Grant will be made in respect of that period and any amount by which the Semi-Annual Grant Value is less than zero shall be carried forward to be applied to the calculation of the Semi-Annual Grant Value in future periods. The Semi-Annual Grants will be subject to the terms and conditions of the Stock Incentive Plan and the customary form of award agreement used thereunder generally from time to time for executives of the Company; provided, however, that:           (i) Subject to the provisions of Subsections 4(c)(ii), 10(b)(vi), 10(c)(v), 10(d)(v) and 10(e)(v) of this Agreement, the following vesting provisions shall apply: (A) each Semi-Annual Grant shall become vested and non-forfeitable in equal annual installments over the four year period following the grant date thereof (25% per year commencing on the first anniversary of the grant date), provided that the Executive remains continuously employed by the Company from the Effective Date through each such vesting date, (B) each Semi-Annual Grant prior to the final Semi-Annual Grant for the six month period ending on February 1, 2014 shall become 100% vested and non forfeitable on February 1, 2014, provided that the Executive remains continuously employed by the Company from the Effective Date through such date, and (C) the final Semi-Annual Grant for the six-month period ending on February 1, 2014 shall be 100% vested and non-forfeitable on the date of grant, provided that the Executive remains continuously employed by the Company from the Effective Date through February 1, 2014 and provides continued service either as an employee or as a member of the Board from the Effective Date through the date of such grant.

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          (ii) Notwithstanding any other provision in this Agreement to the contrary, including but not limited to the preceding Subsection 4(c)(i), Executive’s Semi-Annual Grants, to the extent awarded in the form of restricted stock or restricted stock units, shall become vested in 2014 only to the extent that the FY 2013 Q4 Average Mock Portfolio Value (as defined herein) exceeds the sum of (A) the Beginning Average Mock Portfolio Value (as defined herein) and (B) the sum of the Semi-Annual Grant Value of (x) all Semi-Annual Grants awarded to Executive pursuant to this Subsection 4(c) in the form of restricted stock or restricted stock units that have vested before February 1, 2014 and (y) all Semi-Annual Grants awarded to Executive pursuant to this Subsection 4(c) in the form of options. If the calculation in the preceding sentence results in a positive number, then the shares subject to any unvested restricted stock or restricted stock units awarded under a Semi-Annual Grant shall become vested on a share by share basis, and as they vest shall reduce such positive number (using the Semi-Annual Grant Value thereof) until it reaches zero. Notwithstanding anything herein to the contrary, the limitation on vesting described in this Subsection 4(c)(ii) shall not apply to any unvested stock options awarded to Executive in any Semi-Annual Grant, all of which shall vest pursuant to Subsection 4(c)(i).           (iii) To the extent a Semi-Annual Grant is in the form of stock options, such Semi-Annual Grant shall expire on the seventh anniversary of the grant date thereof.           (iv) Following termination of the Executive’s employment for any reason other than Cause, the then vested portion of each outstanding Semi-Annual Grant that was granted in the form of stock options (including, without limitation, any portion that becomes vested upon the Executive’s termination of employment) shall remain exercisable until the end of the applicable 7-year option term, without regard to any shorter post-termination of employment exercise period otherwise applicable under the Stock Incentive Plan.           (d) Defined Terms Relating to Equity Compensation Awards.           (i) The term "Semi-Annual Cash" means the Base Salary payable to the Executive over the portion of the applicable fiscal year to which the Semi-Annual Grant relates, plus the cash bonus payable to the Executive with respect to the portion of the applicable fiscal year to which the Semi-Annual Grant relates.

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          (ii) The term "Semi-Annual Pension Increase" means the dollar amount of increase in the Executive’s accrued benefit under the Abercrombie & Fitch Co. Supplemental Executive Retirement Plan (Michael S. Jeffries) as in effect from time to time (the "SERP") with respect to the portion of the applicable fiscal year to which the Semi-Annual Grant relates (the aggregate amount of which, over a full fiscal year, shall be consistent with the Company’s disclosure related to the SERP for the applicable fiscal year as required by Item 402(c) of Regulation S-K under the Securities Exchange Act of 1934, as amended (or any successor provision)).           (iii) The term "Semi-Annual TSR" means an amount (expressed in dollars), for the period to which a given Semi-Annual Grant relates, calculated as follows (and, notwithstanding anything herein to the contrary, in the event that any of the Semi-Annual TSR calculations below result in a negative number, the Semi-Annual TSR for such period shall be deemed to be zero):

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          (iv) The term "Measurement Date" shall be defined as, with respect to any given date, the date the Company first publicly releases its quarterly earnings subsequent to such given date.           (v) The term "Mock Portfolio" shall be defined as a hypothetical investment portfolio that is intended to reflect the total shareholder return to a hypothetical investor holding the shares of Common Stock included in the Mock Portfolio beginning on February 1, 2009 and ending on the 20th trading day following and including the Measurement Date that follows February 1, 2014 (the "Mock Period"). The value of the Mock Portfolio on any given date shall be equal to the closing share price of the Common Stock on such date multiplied by the number of shares included in the Mock Portfolio on such date. The number of shares included in the Mock Portfolio on any given date shall adhere to the following rules:

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The Mock Portfolio shall be entitled (on a hypothetical basis) to any and all other consideration that the shares of Common Stock included in the Mock Portfolio are entitled to following February 1, 2009, including cash dividends. Any and all such consideration shall be reinvested into additional hypothetical shares of Common Stock at such consideration’s fair market value on the date which the shares of Common Stock included in Mock Portfolio become entitled to such consideration, and such additional shares of Common Stock shall remain in the Mock Portfolio for the entire duration Mock Period. In the case of cash dividends, all such cash dividends would be reinvested into hypothetical shares of Common Stock on the ex-dividend date of such dividend at the average trading price of the Common Stock on the day the Common Stock first trades ex-dividend for such cash dividend. Notwithstanding anything herein to the contrary, in the event the Company makes a Material Acquisition in which shares of Common Stock are issued as part of the Total Purchase Consideration in making such Material Acquisition, the number of shares included the Mock Portfolio shall be adjusted on the date (the "Post Announcement Date") that the Common Stock first trades following the Announcement of such Material Acquisition as follows: the shares in the Mock Portfolio on the Post-Announcement Date shall equal the number of shares included in the Mock Portfolio on the Pre-Announcement Date (the "Pre-Announcement Mock Shares") plus the Mock Adjustment.

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          (vi) The term "Material Acquisition" means any reorganization, merger, stock purchase, or other similar corporate transaction or event, in each case, in which the Total Purchase Consideration equals or exceeds five percent (5%) of the Pre-Announcement Market Cap.           (vii) The term "Mock Adjustment" means (A) the product of (i) the Pre-Announcement Mock Shares multiplied by (ii) the All Cash Settle Price less the Actual Settle Price, divided by (B) the Actual Settle Price.           (viii) The term "All-Cash Settle Price" means (A) the sum of (i) the Pre-Announcement Market Cap and (ii) the product of (x) the sum of the Pre-Announcement Shares Outstanding plus the Shares Issued multiplied by (y) the Actual Settle Price less the Pre-Announcement Share Price, divided by (B) the Pre-Announcement Shares Outstanding.           (ix) The term "Actual Settle Price" means the closing share price of the Common Stock on the Post-Announcement Date.           (x) The term "Shares Issued" means the number of shares of Common Stock issued as part of the Total Purchase Consideration.           (xi) The term "Pre-Announcement Shares Outstanding" means the number of shares of Common Stock issued and outstanding as of 5:00 pm Eastern Time on the Pre-Announcement Date.           (xii) The term "Pre-Announcement Date" means the last date that the Common Stock is publicly traded prior to the Post-Announcement Date.           (xiii) The term "Pre-Announcement Market Cap" means the product of (a) the Pre-Announcement Shares Outstanding multiplied (b) the Pre-Announcement Share Price.           (xiv) The term "Pre-Announcement Share Price" means the closing share price of the Common Stock on the Pre-Announcement Date.           (xv) The term "Announcement" means the first public announcement by the Company that it has consummated the Material Acquisition.           (xvi) The term "Total Purchase Consideration" means aggregate fair market value of the consideration (whether in the form or cash, Common Stock, other equity securities of the Company or any combination thereof) paid by the Company as the purchase price for the entity acquired in the Material Acquisition, as determined by the Board in good faith.

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          (xvii) The term "Adjusted Operating Income" means the Company’s operating income (as defined under applicable United States or international accounting standards, as the case may be) for the trailing twelve months ending on the last day of the applicable period to which the Semi-Annual Grant relates as reported by the Company in its financial statements filed with the Securities and Exchange Commission for the relevant period(s), adjusted to exclude the following items: (1) any non-cash non-operating expenses, including impairments or similar items; (2) gains or losses from the sale of assets; (3) any gains or losses from the early extinguishment of debt; (4) any amounts related to legal settlements or lawsuits; (5) any restructuring expenses, charges or impairments; (6) any changes in accounting principals; or (7) any similar unusual or infrequent items included in the Company’s operating income (as defined under applicable United States or international accounting standards, as the case may be).           (e) In the event the Executive is found by a court of competent jurisdiction to have materially breached any of the material terms of Section 11 of this Agreement during the period the Executive was employed by the Company or during the one year period thereafter, the Retention Grant and each Semi-Annual Grant granted to the Executive pursuant to this Section 4 shall be immediately forfeited by the Executive effective as of the date on which the breach occurred, unless forfeited sooner by operation of any other provision of this Agreement, and the Executive shall have no further rights in respect thereof. If any of the shares of Common Stock of the Company which the Executive shall have the right to purchase or otherwise receive in accordance with the terms of the equity awards granted pursuant to this Section 4 shall have been delivered to the Executive as a result of the vesting of any such award or any portion thereof prior to the date on which the breach occurred, such shares of Common Stock shall be forfeited by the Executive effective as of the date on which the breach occurred and such shares shall be transferred and delivered by the Executive to the Company in exchange for payment equal to the purchase price, if any, paid to the Company to acquire such shares. Notwithstanding the foregoing, the provisions of this Subsection 4(d) shall not apply if a Change of Control (as defined in Subsection 10(i) of this Agreement) has occurred or if the Executive’s employment has been terminated by the Company without Cause (as defined in Subsection 9(c) of this Agreement) or by the Executive with Good Reason (as defined in Subsection 9(d) of this Agreement).      5. Employee Benefits. The Executive shall be entitled to participate in all employee benefit plans, practices and programs maintained by the Company and made available to executive officers generally and as may be in effect from time to time. Except with respect to equity-based awards, the Executive’s participation in such plans, practices and programs shall be on the same basis and terms as are applicable to executive officers of the Company generally.      6. Bonus. The Executive shall be entitled to participate in the Abercrombie & Fitch Co. Incentive Compensation Performance Plan (the "Bonus Plan") or any successor to the Bonus Plan on such terms and conditions as may be determined from time to time by the Compensation Committee of the Board, provided that the Executive’s annual target bonus opportunity shall be at least 120% of Base Salary upon attainment of target, subject to a maximum bonus opportunity of 240% of Base Salary.

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     7. Other Benefits.           (a) Life Insurance.           (i) The Company shall continue to maintain term life insurance coverage on the life of the Executive in the amount of $10,000,000, the proceeds of which shall be payable to the beneficiary or beneficiaries designated by the Executive. The Company shall continue to pay the premiums with respect to such term life insurance policy until the later of February 1, 2014 and the last day of the period during which welfare benefits are continued pursuant to Subsection 10(g) of this Agreement; provided, however, that the Company shall no longer be obligated to maintain such coverage and pay such premiums (A) from and after the Termination Date (as defined in Subsection 9(h)) in the event that the Executive’s employment is terminated by the Company for Cause (as defined in Subsection 9(c) of this Agreement) or by the Executive without Good Reason (as defined in Subsection 9(d) of this Agreement) or (B) following the Executive’s death. Such policy shall provide for its conversion to an individual policy owned by the Executive subsequent to termination of his employment. The Executive agrees to undergo any reasonable physical examin