RESTRICTED STOCK UNIT AWARD
AGREEMENT
(2005 Long-Term Incentive Plan)
This RESTRICTED
STOCK UNIT 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 ___, a non-employee director of
the COMPANY (the “PARTICIPANT”).
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 and the BOARD has determined that the PARTICIPANT should
be granted rights to receive ( ) shares of Class A Common
Stock, $0.01 par value, of the COMPANY (such rights, the
“RESTRICTED STOCK UNITS”), 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 STOCK UNITS . The COMPANY hereby grants to the
PARTICIPANT ___(___) RESTRICTED STOCK UNITS of the COMPANY (subject
to adjustment as provided in Section 11(c) of the PLAN). Each
RESTRICTED STOCK UNIT 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 STOCK UNITS .
(A) RESTRICTED PERIOD . Except as provided under
Sections 3 and 4 of this AGREEMENT, the period of restriction
(the “RESTRICTED PERIOD”), after which the RESTRICTED
STOCK UNITS shall become vested and no longer be subject to
forfeiture to the COMPANY shall lapse upon the later of
(i) the first anniversary of the GRANT DATE and (ii) the
first “open window” trading date of the COMPANY
following the first anniversary of the GRANT DATE; provided the
PARTICIPANT is a non-employee director of the COMPANY on such
date.
(B) Non-Transferability of RESTRICTED STOCK UNITS .
RESTRICTED STOCK UNITS 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 STOCK UNITS shall
not be subject to execution, attachment or similar
process.
(C) Lapse of RESTRICTED PERIOD . Upon the lapse of the
RESTRICTED PERIOD applicable to any RESTRICTED STOCK UNITS, the
COMPANY shall deliver as promptly as is reasonably practicable a
stock certificate for or other appropriate documentation evidencing
the number of COMMON SHARES of the COMPANY issued in settlement of
such vested RESTRICTED STOCK UNITS to the PARTICIPANT.
(D) Rights as Holder of RESTRICTED STOCK UNITS . With
respect to this RESTRICTED STOCK UNIT AWARD, the PARTICIPANT shall
have no rights as a stockholder of the COMPANY (including the right
to vote or receive dividends) with respect to any COMMON SHARES of
the COMPANY until the date of issuance to the PARTICIPANT of a
certificate or other evidence of ownership representing such COMMON
SHARES in settlement thereof. In addition, dividend equivalents
will not be paid or payable with respect to the RESTRICTED STOCK
UNITS subject to this AGREEMENT.
3. Change
of Control . Upon the occurrence of a “Change of
Control” (as such term is defined in the PLAN) prior to the
lapsing of
