EXHIBIT 10.13
RESTRICTED SHARES AWARD AGREEMENT
(1998 Restatement of 1996 Stock Option and Performance
Incentive Plan -- Performance-Based Goals)
This RESTRICTED SHARES AWARD AGREEMENT (this "AGREEMENT") is made to be
effective as of _______________, 200__ (the "EFFECTIVE DATE"), by and between
Abercrombie & Fitch Co., a Delaware corporation (the "COMPANY"), and
________________________ (the "PARTICIPANT").
WITNESSETH:
WHEREAS, pursuant to the provisions of the 1998 Restatement of the 1996
Stock Option and Performance Incentive Plan 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 shares of Class A Common Stock,
$0.01 par value, of the COMPANY (the "RESTRICTED SHARES") should be granted to
the PARTICIPANT 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. Opportunity to Earn RESTRICTED SHARES.
(A) The PARTICIPANT shall have the opportunity to earn RESTRICTED
SHARES of the COMPANY based upon the achievement of the performance-based
financial goals specified on Annex 1 to this AGREEMENT (the "PERFORMANCE-BASED
GOALS") in respect of the fiscal year of the COMPANY ending ___________, 200__
(the "200__ FISCAL YEAR"). The PARTICIPANT shall have the opportunity to earn
from zero to double the targeted number of __________ RESTRICTED SHARES (subject
to adjustment as provided in Section 3 of this AGREEMENT) based upon the extent
to which the PERFORMANCE-BASED GOALS are met or exceeded.
(B) Within _______ (___) days following the end of the 200__ FISCAL
YEAR (the "CERTIFICATION DATE"), the COMPENSATION COMMITTEE shall certify the
extent to which the PERFORMANCE-BASED GOALS have been met or exceeded and notify
the PARTICIPANT of the number of RESTRICTED SHARES which have been earned in
respect of the 200__ FISCAL YEAR (the "EARNED RESTRICTED SHARES"). Each
RESTRICTED SHARE earned shall represent one issued and outstanding share of
Class A Common Stock, $0.01 par value (the "COMMON SHARES"), of the COMPANY, and
shall be subject to the restrictions, conditions and other terms set forth in
this AGREEMENT.
2. Terms and Conditions of the RESTRICTED SHARES.
(A) RESTRICTED PERIOD. Except as provided under Sections 4 and 5 of
this AGREEMENT, the period of restriction (the "RESTRICTED PERIOD"), after which
the
EARNED RESTRICTED SHARES 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
EARNED RESTRICTED SHARES (subject to adjustment as provided in Section 3 of this
AGREEMENT), and such EARNED RESTRICTED SHARES shall become vested, on the ______
anniversary of the CERTIFICATION 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 EARNED RESTRICTED SHARES (subject to adjustment as provided in
Section 3 of this AGREEMENT), and such EARNED RESTRICTED SHARES shall become
vested, on the _______ anniversary of the CERTIFICATION 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 EARNED RESTRICTED SHARES (subject to adjustment as provided in
Section 3 of this AGREEMENT), and such EARNED RESTRICTED SHARES shall become
vested, on the ______ anniversary of the CERTIFICATION 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 EARNED RESTRICTED SHARES (subject to adjustment as provided in
Section 3 of this AGREEMENT), and such EARNED RESTRICTED SHARES shall become
vested, on the _______ anniversary of the CERTIFICATION DATE, provided the
PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such
date.
(B) Restrictions on Transfer. The EARNED RESTRICTED SHARES may not
be sold, transferred, assigned, pledged or otherwise encumbered or disposed of
until the applicable RESTRICTED PERIOD has lapsed and the EARNED RESTRICTED
SHARES have become vested. Any stock certificate issued in respect of the EARNED
RESTRICTED SHARES shall bear an appropriate legend evidencing the restrictions
on transfer contemplated by this AGREEMENT and prohibiting the transfer thereof
except in accordance with the terms of this AGREEMENT.
(C) Lapse of RESTRICTED PERIOD. Upon the lapse of the RESTRICTED
PERIOD applicable to the EARNED RESTRICTED SHARES, the COMPANY shall deliver a
stock certificate for or other appropriate documentation evidencing the number
of COMMON SHARES of the COMPANY with respect to which restrictions have lapsed,
free of all such restrictions, 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 vesting of the EARNED RESTRICTED SHARES. These tax withholding requirements
may be satisfied in one of several ways, including:
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(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 closing
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 exercise date equal to the amount required
to be withheld; or
(ii) The COMPANY may withhold COMMON SHARES otherwise
deliverable upon vesting of the EARNED RESTRICTED SHARES having a fair market
value (based on the closing 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 exercise date
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).
(E) Rights as Holder of EARNED RESTRICTED SHARES. The PARTICIPANT
shall not have the right to vote the EARNED RESTRICTED SHARES (or the underlying
COMMON SHARES) or the right to receive any dividends with respect to the EARNED
RESTRICTED SHARES (or the underlying COMMON SHARES) until the applicable
RESTRICTED PERIOD has lapsed and the EARNED RESTRICTED SHARES have vested.
3. Adjustments and Changes in the COMMON SHARES.
(A) If there is a change in the outstanding COMMON SHARES of the
COMPANY by reason of a stock dividend, extraordinary cash dividend, split-up,
recapitalization, merger, consolidation, combination or exchange of shares,
separation, reorganization, liquidation or other similar corporate change, the
COMMITTEE shall appropriately adjust the number of RESTRICTED SHARES which may
be earned subject to this AGREEMENT and any other limits or terms of such
RESTRICTED SHARES as may be necessary to reflect such event. Fractional
RESTRICTED SHARES resulting from any adjustment pursuant to this Section 3(A)
shall be rounded down to the nearest whole number of RESTRICTED SHARES.
(B) Notice of any adjustment pursuant to this Section 3 shall be
given by the COMPANY to the PARTICIPANT.
4. Acceleration of Vesting Upon Change of Control of the COMPANY. Upon the
occurrence of a "Change of Control" (as such term is defined in the PLAN), the
RESTRICTED PERIOD applicable to the EARNED RESTRICTED SHARES shall immediately
lapse and the EARNED RESTRICTED SHARES shall become fully vested. The COMMITTEE
shall have no discretion to shorten or terminate the period over which it will
be determined if the PERFORMANCE-BASED GOALS in respect of the 200__ FISCAL YEAR
have been met or exceeded.
5. Effect of Termination of Employment.
(A) The opportunity to earn RESTRICTED SHARES as contemplated by
this AGREEMENT shall not confer upon the PARTICIPANT any right to continue in
the employment
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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) If the employment of the PARTICIPANT with the COMPANY and its
subsidiaries is terminated for any reason other than death or total disability
prior to the lapsing of the RESTRICTED PERIOD applicable to the EARNED
RESTRICTED SHARES, the EARNED RESTRICTED SHARES shall be forfeited to the
COMPANY. The COMMITTEE shall have no discretion to shorten or terminate the
period over which it will be determined if the PERFORMANCE-BASED GOALS in
respect of the 200__ FISCAL YEAR have been met or exceeded.
(C) If the PARTICIPANT becomes "totally disabled" as defined in the
PLAN, the RESTRICTED PERIOD applicable to the EARNED RESTRICTED SHARES shall
immediately lapse and the EARNED RESTRICTED SHARES shall become fully vested.
The COMMITTEE shall have no discretion to shorten or terminate the period over
which it will be determined if the PERFORMANCE-BASED GOALS in respect of the
200__ FISCAL YEAR have been met or exceeded.
(D) If the PARTICIPANT dies while employed by the COMPANY or one of
its subsidiaries, the RESTRICTED PERIOD applicable to the EARNED RESTRICTED
SHARES shall immediately lapse and the EARNED RESTRICTED SHARES shall become
fully vested. The COMMITTEE shall have no discretion to shorten or terminate the
period over which it will be determined if the PERFORMANCE-BASED GOALS in
respect of the 200__ FISCAL YEAR have been met or exceeded.
6. PLAN as Controlling. All terms and conditions of the PLAN applicable to
the RESTRICTED SHARES which may be earned as contemplated by this AGREEMENT,
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 PLAN shall be deemed
controlling. The PARTICIPANT acknowledges receipt of a copy of the PLAN and of
the Prospectus related to the PLAN.
7. 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.
8. 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.
9. 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.
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10. 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.
11. 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.
12. 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. 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.
13. Successors of the COMPANY. The obligations of the COMPANY under this
AGREEMENT shall be binding upon any successor corporation or organization
resulting 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 the event of any of the
foregoing, the COMMITTEE may, at its discretion prior to the consummation of the
transaction, cancel, offer to purchase, exchange, adjust or modify the EARNED
RESTRICTED SHARES, at such time and in such manner as the COMMITTEE deems
appropriate and in accordance with applicable laws, rules and regulations.
[Remainder of page intentionally left blank;
signatures on following page.]
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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:
_________________________________
_________________________________
_________________________________
Social Security Number: _________
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Annex 1
Performance-Based Financial Goals
For Fiscal Year Ending __________, 200__
