(Nonstatutory Stock Option
— 2005 Long-Term Incentive Plan)
This STOCK OPTION
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
“OPTIONEE”).
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 option to purchase ___________
(________) shares of Class A Common Stock, $0.01 par value
(the “SHARES”), of the COMPANY should be granted to the
OPTIONEE 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 OPTION . Pursuant to, and subject to, the terms and
conditions set forth in this AGREEMENT and in the PLAN, the COMPANY
hereby grants to the OPTIONEE an option (the “OPTION”)
to purchase ___________ (_______) SHARES of the COMPANY (subject to
adjustment as provided in Section 11(c) of the PLAN). The OPTION is
not intended to qualify as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended
(the “CODE”).
2. Terms
and Conditions of the OPTION .
(A)
OPTION PRICE . The purchase price (the “OPTION
PRICE”) to be paid by the OPTIONEE to the COMPANY upon the
exercise of the OPTION shall be $____ per share, which is the per
share opening price of the SHARES of the COMPANY as reported on the
New York Stock Exchange on the GRANT DATE (subject to adjustment as
provided in Section 11(c) of the PLAN).
(B)
Exercise of the OPTION . Except as provided under
Sections 3 and 5 of this AGREEMENT, no portion of the OPTION
may be exercised until the first anniversary of the GRANT DATE,
provided that the OPTIONEE is employed by the COMPANY or a
subsidiary of the COMPANY on such date. Thereafter, except as
otherwise provided in this AGREEMENT, the OPTION may be exercised
as follows:
(i) at
any time after the first anniversary of the GRANT DATE, as to ____%
of the SHARES subject to the OPTION (subject to adjustment as
provided in Section 11(c) of the PLAN), provided that the OPTIONEE
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 SHARES subject to the OPTION (subject to
adjustment as provided in Section 11(c) of the PLAN), provided that
the OPTIONEE 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 SHARES subject to the OPTION (subject to
adjustment as provided in Section 11(c) of the PLAN), provided that
the OPTIONEE 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 SHARES subject to the OPTION (subject to
adjustment as provided in Section 11(c) of the PLAN), provided that
the OPTIONEE 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 OPTION becomes vested and exercisable as to certain SHARES, it
shall remain exercisable as to those SHARES until the date of
expiration of the OPTION term. The COMMITTEE may, but shall not be
required to (unless otherwise provided in this AGREEMENT),
accelerate the vesting and exercisability of the OPTION.
The grant of the
OPTION shall not confer upon the OPTIONEE 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 OPTIONEE at any time in accordance with
applicable law and the COMPANY’s or the subsidiary’s
governing corporate documents.
(C)
OPTION Term . The OPTION 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 OPTION 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 SHARES subject
to the OPTION in respect of which the OPTION is being exercised.
Payment for all such SHARES shall be made to the COMPANY at the
time the OPTION is exercised or pursuant to a cashless exercise
procedure satisfactory to the COMPANY in United States dollars in
cash (including certified check). Payment for such SHARES may also
be made (i) by tender of SHARES of the COMPANY already owned
by the OPTIONEE for at least six months (either by actual delivery
of the already-owned SHARES or by attestation) and having a fair
market value (based on the opening sale price of the SHARES as
reported on the New York Stock Exchange or, if the SHARES are not
traded on the New York Stock Exchange, “fair market
value” as defined in the PLAN) on the date of tender equal to
the OPTION PRICE or (ii) by a combination of the delivery of
cash and the tender of already-owned SHARES. After payment in full
for the SHARES purchased under the OPTION has been made, the
COMPANY shall take all such actions as are necessary to deliver an
appropriate certificate or other
-2-
evidence of
ownership representing the SHARES purchased upon the exercise of
the OPTION as promptly thereafter as is reasonably
practicable.
(E)
Tax Withholding . The COMPANY shall have the right to
require the OPTIONEE 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 OPTION. These tax
withholding requirements may be satisfied in one of several ways,
including:
(i) The
OPTIONEE may give the COMPANY cash equal to the amount required to
be withheld or tender SHARES of the COMPANY already owned by the
OPTIONEE for at least six months by actual delivery of the
already-owned SHARES and having a fair market value (based on the
opening sale price of the SHARES as reported on the New York Stock
Exchange or, if the SHARES are not traded on the New York Stock
Exchange, “fair market value” as defined in the PLAN)
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
OPTION having a fair market value (based on the opening sale price
of the SHARES as reported on the New York Stock Exchange or, if the
SHARES are not traded on the New York Stock Exchange, “fair
market value” as defined in the PLAN) 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 OPTION.
4.
Non-Transferability of OPTION . The OPTION may not be
transferred, assigned, pledged or hypothecated (whether by
operation of law or otherwise) by the OPTIONEE, except as provided
by will or by the applicable laws of descent and distribution, and
the OPTION 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
OPTIONEE with the COMPANY and its subsidiaries is terminated for
any reason other than death or “total disability” (as
defined below), the OPTION may be exercised (to the extent that the
OPTIONEE was entitled to do so on the date of the termination of
the OPTIONEE’s employment) at any time within three months
after such termination of employment, subject to the provisions of
Section 2(C) of this AG
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