STOCK OPTION AGREEMENT
(Nonstatutory Stock Option — 2002 Stock Plan for
Associates)
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 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 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 . The COMPANY hereby grants to the OPTIONEE
an option (the “OPTION”) to purchase ___(___) SHARES of
the COMPANY (subject to adjustment as provided in Section 3 of
this AGREEMENT). 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 closing 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 3 of this
AGREEMENT.
(B)
Exercise of the OPTION . Except as provided under
Sections 4 and 6 of this AGREEMENT, the OPTION may not 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 3 of
this AGREEMENT), 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 3 of this AGREEMENT), 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 3 of this AGREEMENT), 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 3 of this AGREEMENT), 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, 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.
(D)
Method of Exercise . The OPTION may be exercised by giving
written or electronic notice of exercise to the COMMITTEE or its
designee, 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 closing 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 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
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