VOTING AND STOCKHOLDER AGREEMENT AMONG JAY L. SCHOTTENSTEIN, ANN S. DESHE, SUSAN S. DIAMOND AND THE ADDITIONAL PARTIES NAMED HEREIN Dated as of September 16, 2011Voting and Stockholder Agreement • September 21st, 2011 • American Eagle Outfitters Inc • Retail-family clothing stores • Ohio
This VOTING AND STOCKHOLDER AGREEMENT is dated as of September 16, 2011 (this "Agreement"), among Jay L. Schottenstein ("Jay Schottenstein"), in each of the capacities listed on Exhibit A attached hereto, and his lineal descendants, Ann S. Deshe ("Ann Deshe") and Susan S. Diamond ("Susan Diamond"), and each of their respective lineal descendants and spouses, in each of the capacities listed on Exhibit B attached hereto (collectively, with Ann Deshe and Susan Diamond, the "Deshe/Diamond Group") and Receiving Agent LLC, a Delaware limited liability company (the "Receiving Agent"). Each of the foregoing individuals, trustees, trust beneficiaries and entity are sometimes referred to herein individually as a "Party" and collectively as the "Parties.
