EX-10.34



 







EXHIBIT 10.34




RESTRICTED STOCK UNIT AWARD AGREEMENT

(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                                         , an employee 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 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 and Section 5(E) of this Agreement, if applicable). 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 according to the
following schedule:




               (i) the RESTRICTED PERIOD shall lapse as to                     % of the RESTRICTED STOCK UNITS
(subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS
shall become vested, on the GRANT 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
RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such
RESTRICTED STOCK UNITS shall become vested, on the ___anniversary of the GRANT 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
RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN),



 









 







and such
RESTRICTED STOCK UNITS shall become vested, on the      anniversary of the GRANT 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
RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such
RESTRICTED STOCK UNITS shall become vested, on the ___anniversary of the GRANT DATE, provided
the PARTICIPANT is employed by the COMPANY or a subsidiary 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) 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 settlement of the RESTRICTED STOCK UNITS. These tax
withholding requirements may be satisfied in one of several ways, including:





          (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 date of settlement equal to the amount required to be
withheld; or



               (ii) The COMPANY may withhold COMMON SHARES otherwise deliverable upon settlement of the
RESTRICTED STOCK UNITS 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 date of settlement
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 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. Unless the BOARD or COMMITTEE provides otherwise prior to a
“Change of Control” (as such term is defined in the PLAN), upon a Change of Control, Section 9 of
the PLAN shall govern the treatment of the RESTRICTED STOCK UNITS.



 









 





     4. Effect of Termination of Employment.



          (A) The grant of the RESTRICTED STOCK UNITS shall not confer upon the PARTICIPANT 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 PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or
the subsidiary’s governing corporate documents.




          (B) Except as the COMMITTEE may at any time provide, and subject to Section 4(E) below, if the
employment of the PARTICIPANT with the COMPANY and its subsidiaries is terminated for any reason
other than death or “total disability” (as defined below) 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 employed by the COMPANY or one of its subsidiaries 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.




          (E) Upon the retirement of the PARTICIPANT, the COMMITTEE may, but shall not be required to,
shorten or terminate the RESTRICTED PERIOD applicable to the RESTRICTED STOCK UNITS.




          (F) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in
the Abercrombie & Fitch Co. Long-Term Disability Program, which definition is incorporated herein
by reference.




     5. Forfeiture of RESTRICTED STOCK UNITS.



          (A) The RESTRICTED STOCK UNITS shall be subject to the following additional forfeiture
conditions, to which the PARTICIPANT, by accepting the RESTRICTED STOCK UNITS, agrees. If any of
the events specified in Section 5(B)(i), (ii), or (iii) occurs (a “FORFEITURE EVENT”), the
following forfeiture will result:




               (i) any RESTRICTED STOCK UNITS held by the PARTICIPANT and not then settled will be
immediately forfeited and canceled upon the occurrence of the Forfeiture Event; and



               (ii) The 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 the PARTICIPANT upon each settlement of RESTRICTED STOCK UNITS that occurred on
or after (x) the date that is six months prior to the occurrence of the FORFEITURE EVENT, if the
FORFEITURE EVENT occurred while the PARTICIPANT was employed by the COMPANY or a subsidiary or
affiliate, or (y) the date that is six months prior to the date the PARTICIPANT’s employment by the
COMPANY or a subsidiary or affiliate terminated, if the FORFEITURE EVENT occurred after the
PARTICIPANT ceased to be so employed. For purposes of this Section, the term “AWARD GAIN” shall
mean, in respect of any settlement of RESTRICTED STOCK UNITS granted to the Participant, the Fair
Market Value of the cash or COMMON SHARES paid or payable to the Participant (regardless of any
elective deferrals).



 









 





          (B) The forfeitures specified in Section 5(A) will be triggered upon the occurrence of any one
of the following FORFEITURE EVENTS at any time during PARTICIPANT’ employment by the COMPANY or a
subsidiary or affiliate, or during the one-year period following termination of such employment:




               (i) PARTICIPANT, acting alone or with others, directly or indirectly, (I) engages, either as
employee, employer, consultant, advisor, or director, or as an owner, investor, partner, or
stockholder unless PARTICIPANT’s interest is insubstantial, in any business in an area or region in
which the COMPANY conducts business at the date the event occurs, which is directly in competition
with a business then conducted by the COMPANY or a subsidiary or affiliate; (II) induces any
customer or supplier of the COMPANY or a subsidiary or affiliate, with which the COMPANY or a
subsidiary or affiliate has a business relationship, to curtail, cancel, not renew, or not continue
his or her or its business with the COMPANY or any subsidiary or affiliate; or (III) induces, or
attempts to influence, any employee of or service provider to the COMPANY or a subsidiary or
affiliate to terminate such employment or service. The COMMITTEE shall, in its discretion,
determine which lines of business the COMPANY conducts on any particular date and which third
parties may reasonably be deemed to be in competition with the COMPANY. For purposes of this
Section 5(B)(i), an PARTICIPANT’s interest as a stockholder is insubstantial if it represents
beneficial ownership of less than five percent of the outstanding class of stock, and a
PARTICIPANT’s interest as an owner, investor, or partner is insubstantial if it represents
ownership, as determined by the COMMITTEE in its discretion, of less than five percent of the
outstanding equity of the entity;



               (ii) PARTICIPANT discloses, uses, sells, or otherwise transfers, except in the course of
employment with or other service to the COMPANY or any subsidiary or affiliate, any confidential or
proprietary information of the COMPANY or any subsidiary or affiliate, including but not limited to
information regarding the COMPANY’s current and potential customers, organization, employees,
finances, and methods of operations and investments, so long as such information has not otherwise
been disclosed to the public or is not otherwise in the public domain (other than by PARTICIPANT’s
breach of this provision), except as required by law or pursuant to legal process, or PARTICIPANT
makes statements or representations, or otherwise communicates, directly or indirectly, in writing,
orally, or otherwise, or takes any other action which may, directly or indirectly, disparage or be
damaging to the COMPANY or any of its subsidiaries or affiliates or their respective officers,
directors, employees, advisors, businesses or reputations, except as required by law or pursuant to
legal process; or



               (iii) PARTICIPANT fails to cooperate with the COMPANY or any subsidiary or affiliate in any
way, including, without limitation, by making himself or herself
available to testify on behalf of the COMPANY or such subsidiary or affiliate in any action,
suit, or proceeding, whether civil, criminal, administrative, or investigative, or otherwise fails
to assist the COMPANY or any subsidiary or affiliate in any way, including, without limitation, in
connection with any such action, suit, or proceeding by providing information and meeting and
consulting with members of management of, other representatives of, or counsel to, the COMPANY or
such subsidiary or affiliate, as reasonably requested.



          (C) Despite the conditions set forth in this Section 5, a PARTICIPANT is not hereby prohibited
from engaging in any activity, including but not limited to competition with the COMPANY and its
subsidiaries and affiliates. Rather, the non-occurrence of the FORFEITURE EVENTS set forth in
Section 5(B) is a condition to the PARTICIPANT’s right to realize and retain value from the
RESTRICTED STOCK UNITS, and the consequence under the PLAN and this AGREEMENT if the PARTICIPANT
engages in an activity giving rise to any such FORFEITURE EVENTS are the forfeitures specified
therein and herein. The COMPANY and PARTICIPANT shall not be precluded by this provision or
otherwise from entering into other agreements concerning the subject matter of Sections 5(A) and
5(B).




 









 








          (D) The COMMITTEE may, in its discretion, waive in whole or in part the COMPANY’s right to
forfeiture under this Section 5, but no such waiver shall be effective unless evidenced by a
writing signed by a duly authorized officer of the COMPANY.




          (E) This Section 5(E) shall apply only if the PARTICIPANT was granted the RESTRICTED STOCK
UNITS under this AGREEMENT pursuant to the achievement of a performance goal under Section 7(c) of
the PLAN. If the Committee determines that the earlier determination as to the achievement of the
performance goal was based on incorrect data and that in fact the performance goal had not been
achieved or had been achieved to a lesser extent than originally determined and a number of the
RESTRICTED STOCK UNITS would not have been granted, given the correct data, then (i) the aggregate
number of RESTRICTED STOCK UNITS set forth in Section 1 above shall be reduced by such number of
RESTRICTED STOCK UNITS that would not have been granted (such RESTRICTED STOCK UNITS, the “EXCESS
RSUs”), (ii) any EXCESS RSUs that have not yet vested in accordance with the terms of this
AGREEMENT shall be forfeited and (iii) any COMMON SHARES received upon settlement of vested EXCESS
RSUs (or if such COMMON SHARES were disposed of the cash equivalent) shall be returned to the
COMPANY as provided by the COMMITTEE.




     6. 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 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.



     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.



     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. 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.



     13. Successors and Assigns 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 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: