RESTRICTED SHARES AWARD
AGREEMENT
(2002 Stock Plan for Associates)
This RESTRICTED
SHARES 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 2002 Stock Plan for Associates of the
COMPANY (the “PLAN”), the Compensation Committee (the
“COMMITTEE”) of the Board of Directors of the COMPANY
administers the PLAN; and
WHEREAS, the
COMMITTEE has determined that rights to receive
( ) shares of Class A Common Stock,
$0.01 par value, of the COMPANY (such rights, the “RESTRICTED
SHARES”) should be granted to the PARTICIPANT subject to the
restrictions, conditions and other terms 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 RESTRICTED SHARES . The COMPANY hereby grants to
the PARTICIPANT ___(___) RESTRICTED SHARES of the COMPANY (subject
to adjustment as provided in Section 3 of this AGREEMENT).
Each RESTRICTED SHARE shall represent the right to receive one
issued and outstanding share of Class A Common Stock, $0.01
par value (the “COMMON SHARES”), of the COMPANY, but
shall be subject to the restrictions, conditions and other terms
set forth in this AGREEMENT.
2.
Terms and Conditions of the RESTRICTED SHARES .
(A)
RESTRICTED PERIOD . Except as provided under Sections 4
and 5 of this AGREEMENT, the period of restriction (the
“RESTRICTED PERIOD”), after which the RESTRICTED SHARES
shall become vested and no longer be subject to forfeiture to the
COMPANY, shall lapse according to the following
schedule:
(i)
the RESTRICTED PERIOD shall lapse as
to ___% of the RESTRICTED SHARES (subject to adjustment as provided
in Section 3 of this AGREEMENT), and such RESTRICTED SHARES
shall become vested, on the first anniversary of the GRANT DATE,
provided the PARTICIPANT is employed by the COMPANY or a subsidiary
of the COMPANY on such date;
(ii)
the RESTRICTED PERIOD shall lapse as
to an additional ___% of the RESTRICTED SHARES (subject to
adjustment as provided in Section 3 of this AGREEMENT), and
such RESTRICTED SHARES shall become vested, on the second
anniversary of the GRANT DATE, provided the PARTICIPANT is employed
by the COMPANY or a subsidiary of the COMPANY on such
date;
(iii)
the RESTRICTED PERIOD shall lapse as
to an additional ___% of the RESTRICTED SHARES (subject to
adjustment as provided in Section 3 of this AGREEMENT), and
such RESTRICTED SHARES shall become vested, on the third
anniversary of the GRANT DATE, provided the PARTICIPANT is employed
by the COMPANY or a subsidiary of the COMPANY on such date;
and
(iv)
the RESTRICTED PERIOD shall lapse as
to an additional ___% of the RESTRICTED SHARES (subject to
adjustment as provided in Section 3 of this AGREEMENT), and
such RESTRICTED SHARES shall become vested, on the fourth
anniversary of the GRANT DATE, provided the PARTICIPANT is employed
by the COMPANY or a subsidiary of the COMPANY on such
date.
(B)
Non-Transferability of RESTRICTED SHARES . RESTRICTED
SHARES 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 RESTRICTED SHARES shall not be subject to
execution, attachment or similar process.
(C)
Lapse of RESTRICTED PERIOD . Upon the lapse of the
RESTRICTED PERIOD applicable to the RESTRICTED SHARES, the COMPANY
shall deliver a stock certificate for or other appropriate
documentation evidencing the number of COMMON SHARES of the COMPANY
issued in settlement of such vested RESTRICTED SHARES, to the
PARTICIPANT.
(D)
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 settlement of the
RESTRICTED SHARES. 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 COMMON
SHARES of the COMPANY already owned by the PARTICIPANT for at least
six months by actual delivery of the already-owned COMMON SHARES
and having a fair market value (based on the closing sale price of
the COMMON SHARES as reported on the New York Stock Exchange or, if
the COMMON SHARES are not traded on the New York Stock Exchange,
“fair market value” as defined in the PLAN) on the date
of settlement equal to the amount required to be withheld;
or
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