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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
