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
, an employee 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 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 and Section 5(E) of this
Agreement, if applicable). 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 according to the following
schedule:
(i) the
RESTRICTED PERIOD shall lapse as to
% of the RESTRICTED STOCK UNITS (subject to adjustment as provided
in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS
shall become vested, on 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 STOCK UNITS (subject to adjustment as provided
in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS
shall become vested, on the
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 STOCK UNITS (subject to adjustment as provided
in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS
shall become vested, on the
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 STOCK UNITS (subject to adjustment as provided
in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS
shall become vested, on the
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 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)
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 STOCK UNITS. 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 opening 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
(ii) The
COMPANY may withhold COMMON SHARES otherwise deliverable upon
settlement of the RESTRICTED STOCK UNITS having a fair market value
(based on the opening 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 (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).
-2-
(E)
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 . 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 RESTRICTED STOCK
UNITS.
4. Effect
of Termination of Employment .
(A) The
grant of the RESTRICTED STOCK UNITS shall not confer upon the
PARTICIPANT 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 PARTICIPANT at any time
in accordance with applicable law and the COMPANY’s or the
subsidiary’s governing corporate documents.
(B) Except
as the COMMITTEE may at any time provide, and subject to
Section 4(E) below, if the employment of the PARTICIPANT with
the COMPANY and its subsidiaries is terminated for any reason other
than death or “total disability” (as defined below)
prior to the lapsing of the RESTRICTED PERIOD applicable to any
RESTRICTED STOCK UNITS, such RESTRICTED STOCK UNITS shall be
forfeited to the COMPANY.
(C) If
the PARTICIPANT becomes totally disabled prior to the lapsing of
the RESTRICTED PERIOD applicable to any RESTRICTED STOCK UNITS,
such RESTRICTED PERIOD shall immediately lapse and the RESTRICTED
STOCK UNITS shall become fully vested.
(D) If
the PARTICIPANT dies while employed by the COMPANY or one of its
subsidiaries prior to the lapsing of the RESTRICTED PERIOD
applicable to any RESTRICTED STOCK UNITS, such RESTRICTED PERIOD
shall immediately lapse and the RESTRICTED STOCK UNITS shall become
fully vested.
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