RESTRICTED STOCK UNIT AWARD AGREEMENT (2005 Long-Term Incentive Plan)
Exhibit 99.6
RESTRICTED STOCK UNIT AWARD AGREEMENT
(2005 Long-Term Incentive Plan)
(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”).
WITNESSETH:
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 the RESTRICTED PERIOD applicable to any RESTRICTED STOCK UNITS, such RESTRICTED
PERIOD shall immediately lapse and the RESTRICTED STOCK UNITS shall become fully vested.
4. Effect of Termination of Service as a Director.
(A) The grant of the RESTRICTED STOCK UNITS shall not confer upon the PARTICIPANT any right to
continue as a director of the COMPANY or interfere with or limit in any way the right of the
COMPANY to modify the terms of or terminate the service of the PARTICIPANT as a director of the
COMPANY at any time in accordance with applicable law and the COMPANY’s governing corporate
documents.
(B) Except as the COMMITTEE may at any time provide, if the service of the PARTICIPANT as a
director of the COMPANY is terminated for any reason other than death or total disability (as
determined by the COMMITTEE) 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 serving as a director of the COMPANY 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.
5. PLAN as Controlling; PARTICIPANT Acknowledgments. All terms and conditions of the
PLAN applicable to the RESTRICTED STOCK UNITS which are not set forth in this AGREEMENT shall be
deemed incorporated herein by reference. In the event that any term or condition of this AGREEMENT
is inconsistent with the terms and conditions of the PLAN, the
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PLAN shall be deemed controlling. The PARTICIPANT acknowledges receipt of a copy of the PLAN.
The PARTICIPANT also acknowledges that all decisions, determinations and interpretations of the
COMMITTEE in respect of the PLAN, this AGREEMENT and the RESTRICTED STOCK UNITS shall be final,
conclusive and binding on the PARTICIPANT, all other persons interested in the PLAN and
stockholders.
6. Governing Law. To the extent not preempted by federal law, this AGREEMENT shall be
governed by and construed in accordance with the laws of the State of Delaware.
7. Rights and Remedies Cumulative. All rights and remedies of the COMPANY and of the
PARTICIPANT enumerated in this AGREEMENT shall be cumulative and, except as expressly provided
otherwise in this AGREEMENT, none shall exclude any other rights or remedies allowed by law or in
equity, and each of said rights or remedies may be exercised and enforced concurrently.
8. Captions. The captions contained in this AGREEMENT are included only for
convenience of reference and do not define, limit, explain or modify this AGREEMENT or its
interpretation, construction or meaning and are in no way to be construed as a part of this
AGREEMENT.
9. Severability. If any provision of this AGREEMENT or the application of any
provision hereof to any person or any circumstance shall be determined to be invalid or
unenforceable, then such determination shall not affect any other provision of this AGREEMENT or
the application of said provision to any other person or circumstance, all of which other
provisions shall remain in full force and effect, and it is the intention of each party to this
AGREEMENT that if any provision of this AGREEMENT is susceptible of two or more constructions, one
of which would render the provision enforceable and the other or others of which would render the
provision unenforceable, then the provision shall have the meaning which renders it enforceable.
10. Number and Gender. When used in this AGREEMENT, the number and gender of each
pronoun shall be construed to be such number and gender as the context, circumstances or its
antecedent may required.
11. Entire Agreement. This AGREEMENT, including the PLAN incorporated herein by
reference, constitutes the entire agreement between the COMPANY and the PARTICIPANT in respect of
the subject matter of this AGREEMENT, and this AGREEMENT supersedes all prior and contemporaneous
agreements between the parties hereto in connection with the subject matter of this AGREEMENT. No
officer, employee or other servant or agent of the COMPANY, and no servant or agent of the
PARTICIPANT, is authorized to make any representation, warranty or other promise not contained in
this AGREEMENT. Other than as set forth in Section 11(e) of the Plan, no change, termination or
attempted waiver of any of the provisions of this AGREEMENT shall be binding upon either party
hereto unless contained in a writing signed by the party to be charged.
12. Successors and Assigns of the COMPANY. The obligations of the COMPANY under this
AGREEMENT shall be binding upon any successor corporation or organization resulting
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from the merger, consolidation or other reorganization of the COMPANY, or upon any successor
corporation or organization succeeding to substantially all of the assets and businesses of the
COMPANY.
IN WITNESS WHEREOF, the COMPANY has caused this AGREEMENT to be executed by its duly
authorized officer, and the PARTICIPANT has executed this AGREEMENT, in each case effective as of
the GRANT DATE.
| COMPANY: | ||||
| ABERCROMBIE & FITCH CO. | ||||
| By: | ||||
| Its: | ||||
| Title: | ||||
| PARTICIPANT: | ||||
| Printed Name: | ||||
| Address: | ||||
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