Common use of Exercise After Termination of Employment Clause in Contracts

Exercise After Termination of Employment. (A) Except as the COMMITTEE may at any time provide, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below), the AWARD may be exercised (to the extent that PARTICIPANT was entitled to do so on the date of the termination of PARTICIPANT’s employment) at any time within three months after such termination of employment, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. To the extent PARTICIPANT was not entitled to exercise the AWARD on the date of termination of PARTICIPANT’s employment, such portion of the AWARD shall expire on the date of such termination. (B) If PARTICIPANT becomes totally disabled, the AWARD shall become immediately vested and exercisable in full, and the AWARD may be exercised at any time during the first twelve (12) months that PARTICIPANT receives benefits under the Abercrombie & Fitch Co. Long Term Disability Plan, or any successor plan or program, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (C) If PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY, the AWARD shall become immediately vested and exercisable in full by PARTICIPANT’s estate or by the person who acquires the right to exercise the AWARD upon PARTICIPANT’s death by bequest or inheritance. The AWARD may be exercised at any time within one year after the date of PARTICIPANT’s death, or such other period as the COMMITTEE may at any time provide, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (D) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by reference.

Exercise After Termination of Employment. (A) Except as the COMMITTEE may at any time provide, if the employment of the PARTICIPANT with the COMPANY and the its subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below), the AWARD may be exercised (to the extent that the PARTICIPANT was entitled to do so on the date of the termination of the PARTICIPANT’s 's employment) at any time within three months after such termination of employment, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. To the extent the PARTICIPANT was not entitled to exercise the AWARD on the date of termination of the PARTICIPANT’s 's employment, such portion of the AWARD shall expire on the date of such termination. (B) If the PARTICIPANT becomes totally disabled, the AWARD shall become immediately vested and exercisable in full, and the AWARD may be exercised at any time during the first twelve (12) months that the PARTICIPANT receives benefits under the Abercrombie & Fitch Co. Long Long-Term Disability PlanProgram, or any successor plan or program, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (C) If the PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANYits subsidiaries, the AWARD shall become immediately vested and exercisable in full by the PARTICIPANT’s 's estate or by the person who acquires the right to exercise the AWARD upon the PARTICIPANT’s 's death by bequest or inheritance. The AWARD may be exercised at any time within one year after the date of the PARTICIPANT’s 's death, or such other period as the COMMITTEE may at any time provide, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (D) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Long-Term Disability PlanProgram, which definition is incorporated herein by reference.

Exercise After Termination of Employment. (A) Except as otherwise provided in this Agreement or in the COMMITTEE may at any time provide, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below)PLAN, the AWARD may be exercised (to OPTION is exercisable only by the extent that PARTICIPANT was entitled to do so on the date of the termination of PARTICIPANT’s employment) at any time within three months after such termination of employment, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. To the extent PARTICIPANT was not entitled to exercise the AWARD on the date of termination of PARTICIPANT’s employment, such portion of the AWARD shall expire on the date of such terminationOPTIONEE. (B) If PARTICIPANT becomes totally disabledExcept as otherwise provided in this Section 6, if the OPTIONEE ceases to be a member of the Board of Directors of the COMPANY, the AWARD shall become immediately vested and exercisable in full, and the AWARD may OPTION must be exercised at any time during on or before the first twelve (12) earlier of three months after the date the OPTIONEE ceases to be a member of the Board of Directors of the COMPANY or the fixed expiration date of the OPTION, after which period the OPTION shall expire; provided, however, that PARTICIPANT receives benefits under if the Abercrombie & Fitch Co. Long Term Disability PlanOPTIONEE ceases to be a member of the Board of Directors of the COMPANY after having been convicted of, or any successor plan pled guilty or programnolo contendere to, subject a felony, the OPTION shall be cancelled on the date the OPTIONEE ceases to be a member of the provisions Board of Section 2(C) Directors of this AGREEMENT, and shall then expirethe COMPANY. (C) If PARTICIPANT dies while employed by In the COMPANY or one event of the subsidiaries or affiliates death of the OPTIONEE while a member of the Board of Directors of the COMPANY, the AWARD OPTION shall become immediately vested and be exercisable in full by PARTICIPANT’s his estate for a period ending on the earlier of the fixed expiration date of the OPTION or by twelve months after the date of death, after which period the OPTION shall expire. For purposes hereof, the estate of the OPTIONEE shall be defined to include the legal representative thereof or any person who acquires has acquired the right to exercise the AWARD upon PARTICIPANT’s OPTION by reason of the death by bequest or inheritance. The AWARD may be exercised at any time within one year after of the date of PARTICIPANT’s death, or such other period as the COMMITTEE may at any time provide, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expireOPTIONEE. (D) In the event the OPTIONEE ceases to be a member of the Board of Directors of the COMPANY by reason of the "disability" of the OPTIONEE, the OPTION shall be exercisable by the OPTIONEE or his guardian or legal representative for a period ending on the earlier of twelve months after the OPTIONEE ceases to be a member of the Board of Directors of the COMPANY or the fixed expiration date of the OPTION. For purposes of this AGREEMENThereof, “total "disability” " shall have the definition same meaning as that set forth for that term in Section 22(e)(3) of the Abercrombie & Fitch Co. Long Term Disability PlanCODE, which definition is incorporated herein by referenceor any successor provision as in effect from time to time.

Exercise After Termination of Employment. (A) Except as the COMMITTEE may at any time provide, if the employment of PARTICIPANT the OPTIONEE with the COMPANY and the its subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below), the AWARD OPTION may be exercised (to the extent that PARTICIPANT the OPTIONEE was entitled to do so on the date of the termination of PARTICIPANTthe OPTIONEE’s employment) at any time within three months after such termination of employment, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. To the extent PARTICIPANT the OPTIONEE was not entitled to exercise the AWARD OPTION on the date of termination of PARTICIPANTthe OPTIONEE’s employment, such portion of the AWARD OPTION shall expire on the date of such termination. (B) If PARTICIPANT the OPTIONEE becomes totally disabled, the AWARD OPTION shall become immediately vested and exercisable in full, and the AWARD OPTION may be exercised at any time during the first twelve (12) months that PARTICIPANT the OPTIONEE receives benefits under the Abercrombie & Fitch Co. Long Long-Term Disability PlanProgram, or any successor plan or program, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (C) If PARTICIPANT the OPTIONEE dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANYits subsidiaries, the AWARD OPTION shall become immediately vested and exercisable in full by PARTICIPANTthe OPTIONEE’s estate or by the person who acquires the right to exercise the AWARD OPTION upon PARTICIPANTthe OPTIONEE’s death by bequest or inheritance. The AWARD OPTION may be exercised at any time within one year after the date of PARTICIPANTthe OPTIONEE’s death, or such other period as the COMMITTEE may at any time provide, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (D) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Long-Term Disability PlanProgram, which definition is incorporated herein by reference.

Exercise After Termination of Employment. (A) Except as otherwise provided in this Agreement or in the COMMITTEE may at any time providePLAN, if the OPTION: (i) is exercisable only by the OPTIONEE; (ii) is exercisable only while the OPTIONEE is in the employment of PARTICIPANT with the COMPANY or a subsidiary of the COMPANY and then only if the subsidiaries OPTION has become exercisable by its terms; and affiliates (iii) if not exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY is terminated for any reason other than death or “total disability” (as defined below)Company and its subsidiaries, the AWARD may be exercised (to the extent that PARTICIPANT was entitled to do so on the date of the termination of PARTICIPANT’s employment) at any time within three months after such termination of employment, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. To the extent PARTICIPANT was not entitled to exercise the AWARD immediately expire on the date of termination of PARTICIPANT’s employment, such portion of the AWARD shall expire on the date of such termination. (B) If PARTICIPANT becomes totally disabledExcept as otherwise provided in this Section 6, if the AWARD shall become immediately vested and OPTION is exercisable by its terms at the time the OPTIONEE ceases to be in fullthe employment of the COMPANY, and the AWARD may by reason of retirement or otherwise, it must be exercised at any time during on or before the first twelve (12) earlier of three months that PARTICIPANT receives benefits under after the Abercrombie & Fitch Co. Long Term Disability Plandate of termination of employment or the fixed expiration date of the OPTION, or any successor plan or program, subject to after which period the provisions of Section 2(C) of this AGREEMENT, and OPTION shall then expire. (C) If PARTICIPANT dies while employed by In the COMPANY or one event of the subsidiaries or affiliates death of the OPTIONEE while in the employment of the COMPANY, the AWARD unexercised portion of the OPTION (to the extent then exercisable by its terms) shall become immediately vested and be exercisable in full by PARTICIPANT’s his estate for a period ending on the earlier of the fixed expiration date of the OPTION or by twelve months after the date of death, after which period the OPTION shall expire. For purposes hereof, the estate of the OPTIONEE shall be defined to include the legal representative thereof or any person who acquires has acquired the right to exercise the AWARD upon PARTICIPANT’s OPTION by reason of the death by bequest or inheritance. The AWARD may be exercised at any time within one year after of the date of PARTICIPANT’s death, or such other period as the COMMITTEE may at any time provide, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expireOPTIONEE. (D) In the event of the termination of employment by reason of the "disability" of the OPTIONEE, the unexercised portion of the OPTION (to the extent then exercisable by its terms) shall be exercisable by the OPTIONEE for a period ending on the earlier of twelve months after the termination of employment or other fixed expiration date of the OPTION. For purposes of this AGREEMENThereof, “total "disability” " shall have the definition same meaning as that set forth for that term in Section 22(e)(3) of the Abercrombie & Fitch Co. Long Term Disability PlanCODE, which definition is incorporated herein by referenceor any successor provision as in effect from time to time.

Exercise After Termination of Employment. (A) Except as the COMMITTEE may at any time provide, if the employment of the PARTICIPANT with the COMPANY and the its subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below), the AWARD may be exercised (to the extent that the PARTICIPANT was entitled to do so on the date of the termination of the PARTICIPANT’s employment) at any time within three months after such termination of employment, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. To the extent the PARTICIPANT was not entitled to exercise the AWARD on the date of termination of the PARTICIPANT’s employment, such portion of the AWARD shall expire on the date of such termination. (B) If the PARTICIPANT becomes totally disabled, the AWARD shall become immediately vested and exercisable in full, and the AWARD may be exercised at any time during the first twelve (12) months that the PARTICIPANT receives benefits under the Abercrombie & Fitch Co. Long Long-Term Disability PlanProgram, or any successor plan or program, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (C) If the PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANYits subsidiaries, the AWARD shall become immediately vested and exercisable in full by the PARTICIPANT’s estate or by the person who acquires the right to exercise the AWARD upon the PARTICIPANT’s death by bequest or inheritance. The AWARD may be exercised at any time within one year after the date of the PARTICIPANT’s death, or such other period as the COMMITTEE may at any time provide, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (D) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Long-Term Disability PlanProgram, which definition is incorporated herein by reference.

Exercise After Termination of Employment. (A) Except as the COMMITTEE may at any time provide, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below), the AWARD may be exercised (to the extent that PARTICIPANT was entitled to do so on the date of the termination of PARTICIPANT’s employment) at any time within three months after such termination of employment, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. To the extent PARTICIPANT was not entitled to exercise the AWARD on the date of termination of PARTICIPANT’s employment, such portion of the AWARD shall expire on the date of such termination. (B) If PARTICIPANT becomes totally disabled, the AWARD shall become immediately vested and exercisable in full, and the AWARD may be exercised at any time during the first twelve (12) months that PARTICIPANT receives benefits under the Abercrombie & Fitch Co. Long Term Disability Plan, or any successor plan or program, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (C) If PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY, the AWARD shall become immediately vested and exercisable in full by PARTICIPANT’s estate or by the person who acquires the right to exercise the AWARD upon PARTICIPANT’s death by bequest or inheritance. The AWARD may be exercised at any time within one year after the date of PARTICIPANT’s death, or such other period as the COMMITTEE may at any time provide, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (D) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by reference. 5. Forfeiture of AWARD. (A) The AWARD shall be subject to the following additional forfeiture conditions, to which PARTICIPANT, by accepting the AWARD, agrees. If any of the events specified in Section 5(B)(i), (ii), (iii) or (iv) of this AGREEMENT occurs (a “FORFEITURE EVENT”), the following forfeiture will result: (i) The unexercised portion of the AWARD held by PARTICIPANT, whether or not vested, will be immediately forfeited and canceled upon the occurrence of the FORFEITURE EVENT; and (ii) PARTICIPANT will be obligated to repay to the COMPANY, in cash, within five business days after demand is made therefor by the COMPANY, the total amount of “AWARD GAIN” (as defined below) realized by PARTICIPANT upon each exercise of the AWARD that occurred on or after (I) the date that is months prior to the occurrence of the FORFEITURE EVENT, if the FORFEITURE EVENT occurred while PARTICIPANT was employed by the COMPANY or a subsidiary or affiliate of the COMPANY, or (II) the date that is months prior to the date PARTICIPANT’s employment by the COMPANY or a subsidiary or affiliate of the COMPANY terminated, if the FORFEITURE EVENT occurred after PARTICIPANT ceased to be so employed. For purposes of this Section 5, the term “AWARD GAIN” shall mean, in respect of a given AWARD exercise, the product of (x) the FAIR MARKET VALUE per SHARE of the COMPANY at the date of such exercise (without regard to any subsequent change in the market price of SHARES) minus the BASE PRICE times (y) the number of SARs as to which the AWARD was exercised at that date.

Exercise After Termination of Employment. (A) Except as otherwise provided in this Agreement, the COMMITTEE may at any time provideOPTION shall be exercisable only by the OPTIONEE, if shall be exercisable only while the OPTIONEE is in the employment of PARTICIPANT with the COMPANY and then only if the subsidiaries OPTION has become exercisable by its terms, and affiliates if not exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY, shall immediately expire on the date of termination of employment. (B) If the OPTION is exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY is terminated for any reason other than death by reason of the death, permanent disability or “total disability” (as defined below)normal retirement of the OPTIONEE, the AWARD may it must be exercised on or before the earlier of three (to the extent that PARTICIPANT was entitled to do so on 3) months after the date of the termination of PARTICIPANT’s employment) at any time within three months employment of the OPTIONEE or the fixed expiration date of the OPTION after which period the OPTION shall expire. Notwithstanding the foregoing, if the OPTIONEE'S employment is terminated for willful, deliberate or gross misconduct (such termination of employmentas, subject for example, dishonesty), the OPTION shall, to the provisions of Section 2(C) of this AGREEMENTextent not previously exercised, and shall then expire. To the extent PARTICIPANT was not entitled to exercise the AWARD on the date of termination of PARTICIPANT’s employment, such portion of the AWARD shall expire on the date of immediately upon such termination. (BC) If PARTICIPANT becomes totally disabledIn the event of the death of the OPTIONEE (i) while in the employment of the COMPANY or (ii) within three (3) months after his termination of employment other than for willful, deliberate or gross misconduct, the AWARD unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately vested and exercisable in full, and by his estate for a period ending on the AWARD may be exercised at any time during earlier of the first fixed expiration date of the OPTION or twelve (12) months that PARTICIPANT receives benefits under after the Abercrombie & Fitch Co. Long Term Disability Plandate of death, after which period the OPTION shall expire. For purposes hereof, the estate of an OPTIONEE shall be defined to include the legal representatives thereof or any successor plan or program, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (C) If PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY, the AWARD shall become immediately vested and exercisable in full by PARTICIPANT’s estate or by the person who acquires has acquired the right to exercise the AWARD upon PARTICIPANT’s OPTION by reason of the death by bequest or inheritance. The AWARD may be exercised at any time within one year after of the date of PARTICIPANT’s death, or such other period as the COMMITTEE may at any time provide, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expireOPTIONEE. (D) In the event of the termination of employment of the OPTIONEE by reason of the "permanent disability" or "normal retirement" of the OPTIONEE, the OPTION shall become fully exercisable for a period ending on the earlier of three (3) months after the termination of employment or the fixed expiration date of the OPTION; provided, however, that if such termination of employment occurs by reason of "disability" within the meaning of Section 22(e)(3) of the CODE, said three-month period shall be extended to twelve months. For purposes hereof, "permanent disability" shall be deemed to be the inability of this AGREEMENT, “total disability” shall have the definition set forth OPTIONEE to perform the duties of his job with the COMPANY because of a physical or mental disability as evidenced by the opinion of a COMPANY-approved doctor of medicine licensed to practice medicine in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition United States of America and "retirement" shall be deemed to be "normal retirement" if the OPTIONEE is incorporated herein by referenceat least 65 years of age and has completed at least five (5) consecutive years of employment with the COMPANY at the date of retirement.

Exercise After Termination of Employment. (A) Except as otherwise provided in this Agreement, the COMMITTEE may at any time provideOPTION shall be exercisable only by the OPTIONEE, if shall be exercisable only while the OPTIONEE is in the employment of PARTICIPANT with the COMPANY and then only if the subsidiaries OPTION has become exercisable by its terms, and affiliates if not exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY is terminated for any reason other than death or “total disability” (as defined below)COMPANY, the AWARD may be exercised (to the extent that PARTICIPANT was entitled to do so on the date of the termination of PARTICIPANT’s employment) at any time within three months after such termination of employment, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. To the extent PARTICIPANT was not entitled to exercise the AWARD immediately expire on the date of termination of PARTICIPANT’s employment, such portion of the AWARD shall expire on the date of such termination. (B) If PARTICIPANT becomes totally disabledthe OPTION is exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY other than by reason of the death, permanent disability or normal retirement of the OPTIONEE, the AWARD OPTION must be exercised on or before the earlier of three (3) months after the date of termination of employment or the fixed expiration date of the OPTION after which period the OPTION shall expire. Notwithstanding the foregoing, if the OPTIONEE's employment is terminated for willful, deliberate or gross misconduct (such as, for example, dishonesty), the OPTION shall, to the extent not previously exercised, expire immediately upon such termination. (C) In the event of the death of the OPTIONEE (i) while in the employment of the COMPANY or (ii) within three (3) months after his termination of employment other than for willful, deliberate or gross misconduct, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately vested and exercisable in fullby his estate for a period ending on the earlier of the fixed expiration date of the OPTION or twelve months after the date of death, and after which period the AWARD may OPTION shall expire. For purposes hereof, the estate of an OPTIONEE shall be exercised at defined to include the legal representatives thereof or any time during person who has acquired the first right to exercise the OPTION by reason of the death of the OPTIONEE. (D) In the event of the termination of employment of the OPTIONEE by reason of the "permanent disability" of the OPTIONEE, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become exercisable for a period ending on the earlier of the fixed expiration date of the OPTION or twelve (12) months that PARTICIPANT receives benefits under from the Abercrombie & Fitch Co. Long Term Disability Plandate of termination, after which period the OPTION shall expire. For purposes hereof, "permanent disability" shall be deemed to be the inability of the OPTIONEE to perform the duties of his job with the COMPANY because of a physical or any successor plan or program, subject mental disability as evidenced by the opinion of a COMPANY-approved doctor of medicine licensed to practice medicine in the provisions United States of Section 2(C) of this AGREEMENT, and shall then expireAmerica. (CE) If PARTICIPANT dies while employed by In the COMPANY or one event of the subsidiaries or affiliates termination of employment of the COMPANYOPTIONEE by reason of the "normal retirement" of the OPTIONEE, the AWARD unexercised portion of the OPTION (whether or not then exercisable by its terms) granted to the OPTIONEE on or before his 65th birthday shall become immediately vested and exercisable in full by PARTICIPANT’s estate for a period ending on the earlier of the fixed expiration date of the OPTION or by the person who acquires the right to exercise the AWARD upon PARTICIPANT’s death by bequest or inheritance. The AWARD may be exercised at any time within one year twelve (12) months after the date of PARTICIPANT’s death, after which period the OPTION shall expire. Also, in the event of the "normal retirement" of the OPTIONEE, the unexercised portion of the OPTION (whether or such other period as the COMMITTEE may at any time provide, subject not then exercisable by its terms) granted to the provisions OPTIONEE after his 65th birthday and held for a period of Section 2(Cat least twelve (12) consecutive months of this AGREEMENTactive employment with the COMPANY after the date of grant shall become immediately exercisable for a period ending on the earlier of the fixed expiration date of the OPTION or twelve (12) months after the date of death, and after which period the OPTION shall then expire. (D) . For purposes hereof, "retirement" shall be deemed to be "normal retirement" if the OPTIONEE is at least 65 years of this AGREEMENT, “total disability” shall have age and has completed at least five (5) consecutive years of employment with the definition set forth in COMPANY at the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by referencedate of retirement.

Exercise After Termination of Employment. (A) Except as otherwise provided in this Agreement, the COMMITTEE may at any time provideOPTION shall be exercisable only by the OPTIONEE, if shall be exercisable only while the OPTIONEE is in the employment of PARTICIPANT with the COMPANY and then only if the subsidiaries OPTION has become exercisable by its terms, and affiliates if not exercisable (B) If the OPTION is exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY is terminated for any reason other than death by reason of the death, permanent disability or “total disability” (as defined below)normal retirement of the OPTIONEE, the AWARD may it must be exercised on or before the earlier of three (to the extent that PARTICIPANT was entitled to do so on 3) months after the date of the termination of PARTICIPANT’s employment) at any time within three months employment of the OPTIONEE or the fixed expiration date of the OPTION after which period the OPTION shall expire. Notwithstanding the foregoing, if the OPTIONEE's employment is terminated for willful, deliberate or gross misconduct (such termination of employmentas, subject for example, dishonesty), the OPTION shall, to the provisions of Section 2(C) of this AGREEMENTextent not previously exercised, and shall then expire. To the extent PARTICIPANT was not entitled to exercise the AWARD on the date of termination of PARTICIPANT’s employment, such portion of the AWARD shall expire on the date of immediately upon such termination. (BC) If PARTICIPANT becomes totally disabledIn the event of the death of the OPTIONEE (i) while in the employment of the COMPANY or (ii) within three (3) months after his termination of employment other than for willful, deliberate or gross misconduct, the AWARD unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately vested and exercisable in full, and by his estate for a period ending on the AWARD may be exercised at any time during earlier of the first fixed expiration date of the OPTION or twelve (12) months that PARTICIPANT receives benefits under after the Abercrombie & Fitch Co. Long Term Disability Plandate of death, after which period the OPTION shall expire. For purposes hereof, the estate of an OPTIONEE shall be defined to include the legal representatives thereof or any successor plan or program, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (C) If PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY, the AWARD shall become immediately vested and exercisable in full by PARTICIPANT’s estate or by the person who acquires has acquired the right to exercise the AWARD upon PARTICIPANT’s OPTION by reason of the death by bequest or inheritance. The AWARD may be exercised at any time within one year after of the date of PARTICIPANT’s death, or such other period as the COMMITTEE may at any time provide, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expireOPTIONEE. (D) In the event of the termination of employment of the OPTIONEE by reason of the "permanent disability" or "normal retirement" of the OPTIONEE, the OPTION shall become exercisable and terminate on the earlier of the period ending three (3) months after the termination of employment or the fixed expiration date of the OPTION; provided, however, that if such termination of employment occurs by reason of "disability" within the meaning of Section 22(e)(3) of the CODE, said three-month period shall be extended to twelve months. For purposes hereof, "permanent disability" shall be deemed to be the inability of this AGREEMENT, “total disability” shall have the definition set forth OPTIONEE to perform the duties of his job with the COMPANY because of a physical or mental disability as evidenced by the opinion of a COMPANY-approved doctor of medicine licensed to practice medicine in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition United States of America and "retirement" shall be deemed to be "normal retirement" if the OPTIONEE is incorporated herein by referenceat least 65 years of age and has completed at least five (5) consecutive years of employment with the COMPANY at the date of retirement.

Exercise After Termination of Employment. (A) Except as If the COMMITTEE may at any time provide, if the OPTIONEE's employment of PARTICIPANT with the COMPANY and the its subsidiaries and affiliates of the COMPANY is terminated terminates for any reason other than death the death, Disability or “total disability” (as defined below)Normal Retirement of the OPTIONEE, the AWARD OPTION shall terminate effective immediately upon termination of employment. If the termination of employment was due to the Normal Retirement of the OPTIONEE, the OPTION may be exercised (to in full, whether or not then exercisable by its terms, and the extent that PARTICIPANT was entitled to do so on the date right of the termination OPTIONEE to exercise the OPTION shall terminate upon the earlier to occur of PARTICIPANT’s employment) at any time within the expiration of the term of the OPTION or three months after such termination of employment, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. To the extent PARTICIPANT was not entitled to exercise the AWARD on the date of termination of PARTICIPANT’s employment, such portion . If the termination of employment was due to the death of the AWARD shall expire on OPTIONEE and the date OPTIONEE was an employee of such termination. (B) If PARTICIPANT becomes totally disabledthe COMPANY and/or any subsidiary of the COMPANY at the time of the OPTIONEE's death, the AWARD shall become immediately vested and exercisable OPTION may be exercised in full, whether or not then exercisable by its terms, and the AWARD may be exercised at any time during the first twelve (12) months that PARTICIPANT receives benefits under the Abercrombie & Fitch Co. Long Term Disability Plan, or any successor plan or program, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (C) If PARTICIPANT dies while employed by the COMPANY or one right of the subsidiaries representative or affiliates representatives of the COMPANY, the AWARD shall become immediately vested and exercisable in full by PARTICIPANT’s OPTIONEE's estate (or by the person or persons who acquires acquire (by bequest or inheritance) the right to exercise the AWARD OPTION) to exercise the OPTION shall terminate upon PARTICIPANT’s death by bequest the earlier to occur of the expiration of the term of the OPTION or inheritance. The AWARD may be exercised at any time within one year after the date of PARTICIPANT’s death, or such other period as . If the COMMITTEE may at any time provide, subject termination of employment was due to the provisions Disability of Section 2(C) the OPTIONEE, the OPTION may be exercised in full, whether or not then exercisable by its terms, and the right of the OPTIONEE to exercise the OPTION shall terminate upon the earlier to occur of the expiration of the term of the OPTION or one year after the date of termination of employment. For purposes of this AGREEMENTSection 6(A), and the date of termination of employment shall then expirebe the last day of employment. (DB) For purposes of this AGREEMENTSection 6, “total disability” "Disability" shall have mean a disability within the definition set forth in meaning of Section 22(e) (3) of the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by referenceCODE and "Normal Retirement" shall mean separation from employment with the COMPANY and each of its subsidiaries on or after the date the OPTIONEE has attained age sixty-two (62).

Exercise After Termination of Employment. (A) Except as the COMMITTEE may at any time provide, if the employment of PARTICIPANT the OPTIONEE with the COMPANY and the its subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below), the AWARD OPTION may be exercised (to the extent that PARTICIPANT the OPTIONEE was entitled to do so on the date of the termination of PARTICIPANTthe OPTIONEE’s employment) at any time within three months after such termination of employment, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. To the extent PARTICIPANT the OPTIONEE was not entitled to exercise the AWARD OPTION on the date of termination of PARTICIPANTthe OPTIONEE’s employment, such portion of the AWARD OPTION shall expire on the date of such termination. (B) If PARTICIPANT the OPTIONEE becomes “totally disabled” as defined in the PLAN, the AWARD OPTION shall become immediately vested and exercisable in full, and the AWARD OPTION may be exercised at any time during the first twelve (12) nine months that PARTICIPANT the OPTIONEE receives benefits under the Abercrombie & Fitch Co. Long Long-Term Disability PlanProgram, or any successor plan or program, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (C) If PARTICIPANT the OPTIONEE dies while employed by the COMPANY or one of the its subsidiaries or affiliates within three months after the termination of the COMPANYsuch employment, the AWARD OPTION shall become immediately vested and exercisable in full by PARTICIPANTthe OPTIONEE’s estate or by the person who acquires the right to exercise the AWARD OPTION upon PARTICIPANTthe OPTIONEE’s death by bequest or inheritance. The AWARD OPTION may be exercised at any time within one year after the date of PARTICIPANTthe OPTIONEE’s death, or such other period as the COMMITTEE may at any time provide, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (D) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by reference.

Exercise After Termination of Employment. (A) Except as the COMMITTEE may at any time provide, if the employment of the PARTICIPANT with the COMPANY and the its subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below)CAUSE, the AWARD may be exercised (to the extent that the PARTICIPANT was entitled to do so on the date of the termination of the PARTICIPANT’s employment and after taking into account any vesting acceleration pursuant to Section 3 hereof or the EMPLOYMENT AGREEMENT) at any time after such termination of employment, subject to the provisions of Section 2(C) of this AGREEMENT. (B) If the employment of the PARTICIPANT with the COMPANY and its subsidiaries is terminated by the COMPANY for CAUSE, the AWARD may be exercised (to the extent that the PARTICIPANT was entitled to do so on the date of the termination of the PARTICIPANT’s employment) at any time within three months after such termination of employment, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. . (C) To the extent the PARTICIPANT was not entitled to exercise the AWARD on the date of termination of the PARTICIPANT’s employment, such portion of the AWARD shall expire on the date of such termination. (B) If . To the extent the PARTICIPANT becomes totally disabled, the AWARD shall become immediately vested and exercisable in full, and the AWARD may be exercised at any time during the first twelve (12) months that PARTICIPANT receives benefits under the Abercrombie & Fitch Co. Long Term Disability Plan, or any successor plan or program, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (C) If PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY, the AWARD shall become immediately vested and exercisable in full by PARTICIPANT’s estate or by the person who acquires the right was not entitled to exercise the AWARD upon PARTICIPANT’s death by bequest or inheritance. The AWARD may be exercised at any time within one year after on the date of termination of the PARTICIPANT’s deathemployment (after taking into account any vesting acceleration pursuant to Section 3 hereof or the EMPLOYMENT AGREEMENT), or such other period as portion of the COMMITTEE may at any time provide, subject to AWARD shall expire on the provisions date of Section 2(C) of this AGREEMENT, and shall then expiresuch termination. (D) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by reference.

Exercise After Termination of Employment. (A) Except as otherwise provided in this Agreement, the COMMITTEE may at any time provideOPTION shall be exercisable only by the OPTIONEE, if shall be exercisable only while the OPTIONEE is in the employment of PARTICIPANT with the COMPANY and then only if the subsidiaries OPTION has become exercisable by its terms, and affiliates if not exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY is terminated for any reason other than death or “total disability” (as defined below)COMPANY, the AWARD may be exercised (to the extent that PARTICIPANT was entitled to do so on the date of the termination of PARTICIPANT’s employment) at any time within three months after such termination of employment, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. To the extent PARTICIPANT was not entitled to exercise the AWARD immediately expire on the date of termination of PARTICIPANT’s employment, such portion of the AWARD shall expire on the date of such termination. (B) If PARTICIPANT becomes totally disabledthe OPTION is exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY other than by reason of the death, permanent disability or normal retirement of the OPTIONEE, the AWARD OPTION must be exercised on or before the earlier of three (3) months after the date of termination of employment or the fixed expiration date of the OPTION after which period the OPTION shall expire. Notwithstanding the foregoing, if the OPTIONEE's employment is terminated for willful, deliberate or gross misconduct (such as, for example, dishonesty), the OPTION shall, to the extent not previously exercised, expire immediately upon such termination. (C) In the event of the death of the OPTIONEE (i) while in the employment of the COMPANY or (ii) within three (3) months after his termination of employment other than for other than will, deliberate or gross misconduct, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately vested and exercisable in fullby his estate for a period ending on the earlier of the fixed expiration date of the OPTION or twelve months after the date of death, and after which period the AWARD may OPTION shall expire. For purposes hereof, the estate of an OPTIONEE shall be exercised at defined to include the legal representatives thereof or any time during person who has acquired the first right to exercise the OPTION by reason of the death of the OPTIONEE. (D) In the event of the termination of employment of the OPTIONEE by reason of the "permanent disability" of the OPTIONEE, the unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become exercisable for a period ending on the earlier of the fixed expiration date of the OPTION or twelve (12) months that PARTICIPANT receives benefits under from the Abercrombie & Fitch Co. Long Term Disability Plandate of termination, after which period the OPTION shall expire. For purposes hereof, "permanent disability" shall be deemed to be the inability of the OPTIONEE to perform the duties of his job with the COMPANY because of a physical or any successor plan or program, subject mental disability as evidenced by the opinion of a COMPANY-approved doctor of medicine licensed to practice medicine in the provisions United States of Section 2(C) of this AGREEMENT, and shall then expireAmerica. (CE) If PARTICIPANT dies while employed by In the COMPANY or one event of the subsidiaries or affiliates termination of employment of the COMPANYOPTIONEE by reason of the "normal retirement" of the OPTIONEE, the AWARD unexercised portion of the OPTION (whether or not then exercisable by its terms) granted to the OPTIONEE on or before his 65th birthday shall become immediately vested and exercisable in full by PARTICIPANT’s estate for a period ending on the earlier of the fixed expiration date of the OPTION or by the person who acquires the right to exercise the AWARD upon PARTICIPANT’s death by bequest or inheritance. The AWARD may be exercised at any time within one year twelve (12) months after the date of PARTICIPANT’s death, after which period the OPTION shall expire. Also, in the event of the "normal retirement" of the OPTIONEE, the unexercised portion of the OPTION (whether or such other period as the COMMITTEE may at any time provide, subject not then exercisable by its terms) granted to the provisions OPTIONEE after his 65th birthday and held for a period of Section 2(Cat least twelve (12) consecutive months of this AGREEMENTactive employment with the COMPANY after the date of grant shall become immediately exercisable for a period ending on the earlier of the fixed expiration date of the OPTION or twelve (12) months after the date of death, and after which period the OPTION shall then expire. (D) . For purposes hereof, "retirement" shall be deemed to be "normal retirement" if the OPTIONEE is at least 65 years of this AGREEMENT, “total disability” shall have age and has completed at least five (5) consecutive years of employment with the definition set forth in COMPANY at the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by referencedate of retirement.

Exercise After Termination of Employment. (A) Except as otherwise provided in this Agreement, the COMMITTEE may at any time provideOPTION shall be exercisable only by the OPTIONEE, if shall be exercisable only while the OPTIONEE is in the employment of PARTICIPANT with the COMPANY and then only if the subsidiaries OPTION has become exercisable by its terms, and affiliates if not exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY, shall immediately expire on the date of termination of employment. (B) If the OPTION is exercisable by its terms at the time the OPTIONEE ceases to be in the employment of the COMPANY is terminated for any reason other than death by reason of the death, permanent disability or “total disability” (as defined below)normal retirement of the OPTIONEE, the AWARD may it must be exercised on or before the earlier of three (to the extent that PARTICIPANT was entitled to do so on 3) months after the date of the termination of PARTICIPANT’s employment) at any time within three months employment of the OPTIONEE or the fixed expiration date of the OPTION after which period the OPTION shall expire. Notwithstanding the foregoing, if the OPTIONEE's employment is terminated for willful, deliberate or gross misconduct (such termination of employmentas, subject for example, dishonesty), the OPTION shall, to the provisions of Section 2(C) of this AGREEMENTextent not previously exercised, and shall then expire. To the extent PARTICIPANT was not entitled to exercise the AWARD on the date of termination of PARTICIPANT’s employment, such portion of the AWARD shall expire on the date of immediately upon such termination. (BC) If PARTICIPANT becomes totally disabledIn the event of the death of the OPTIONEE (i) while in the employment of the COMPANY or (ii) within three (3) months after his termination of employment other than for willful, deliberate or gross misconduct, the AWARD unexercised portion of the OPTION (whether or not then exercisable by its terms) shall become immediately vested and exercisable in full, and by his estate for a period ending on the AWARD may be exercised at any time during earlier of the first fixed expiration date of the OPTION or twelve (12) months that PARTICIPANT receives benefits under after the Abercrombie & Fitch Co. Long Term Disability Plandate of death, after which period the OPTION shall expire. For purposes hereof, the estate of an OPTIONEE shall be defined to include the legal representatives thereof or any successor plan or program, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expire. (C) If PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY, the AWARD shall become immediately vested and exercisable in full by PARTICIPANT’s estate or by the person who acquires has acquired the right to exercise the AWARD upon PARTICIPANT’s OPTION by reason of the death by bequest or inheritance. The AWARD may be exercised at any time within one year after of the date of PARTICIPANT’s death, or such other period as the COMMITTEE may at any time provide, subject to the provisions of Section 2(C) of this AGREEMENT, and shall then expireOPTIONEE. (D) In the event of the termination of employment of the OPTIONEE by reason of the "permanent disability" or "normal retirement" of the OPTIONEE, the OPTION shall become fully exercisable for a period ending on the earlier of three (3) months after the termination of employment or the fixed expiration date of the OPTION; provided, however, that if such termination of employment occurs by reason of "disability" within the meaning of Section 22(e)(3) of the CODE, said three-month period shall be extended to twelve months. For purposes hereof, "permanent disability" shall be deemed to be the inability of this AGREEMENT, “total disability” shall have the definition set forth OPTIONEE to perform the duties of his job with the COMPANY because of a physical or mental disability as evidenced by the opinion of a COMPANY-approved doctor of medicine licensed to practice medicine in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition United States of America and "retirement" shall be deemed to be "normal retirement" if the OPTIONEE is incorporated herein by referenceat least 65 years of age and has completed at least five (5) consecutive years of employment with the COMPANY at the date of retirement.