<PAGE>
                                  EXHIBIT 10.22

                              EMPLOYMENT AGREEMENT

                                     PARTIES

      This Employment Agreement (this "Agreement") dated and effective as of
February 1, 2004 (the "Effective Date"), is entered into by and between
Aeropostale, Inc., a Delaware corporation (the "Company"), and Michael
Cunningham ("Executive").

                               TERMS OF AGREEMENT

      In consideration of the mutual covenants in this Agreement, the parties
agree as follows:

      1. Definitions.


      For purposes of this Agreement, the terms listed below shall be defined as
indicated.

      Affiliate: A domestic or foreign business entity controlled by,
controlling or under common control with the Company.


      Annual Bonus: See Section 3.2.


      Base Salary: See Section 3.1.


      Board: The Board of Directors of the Company.


      Cause: See Section 5.1.


      Confidential Information: All secret proprietary information of the
Company and its Subsidiaries, not otherwise publicly disclosed (except if
disclosed by the Executive in violation of this Agreement), whether or not
discovered or developed by Executive, known by Executive as a consequence of
Executive's employment with the Company at any time (including prior to the
commencement of this Agreement) as an employee or agent. Without limiting the
generality of the foregoing, such proprietary information shall include (a)
customer lists; (b) acquisition, expansion, marketing, financial and other
business information and plans; (c) research and development; (d) computer
programs; (e) sources of supply; (f) identity of specialized consultants and
contractors and confidential information developed by them for the Company and
its Subsidiaries; (g) purchasing, operating and other cost data; (h) special
customer needs, cost and pricing data; (i) manufacturing methods; (j) quality
control information; (k) inventory techniques; (l) employee information; any of
which information is not generally known in the industries in which the Company
and its Subsidiaries are conducting business or shall at any time during
Executive's Employment conduct business including (without limitation) the
apparel retailing industry. Confidential Information also includes the overall
business, financial, expansion and acquisition plans of the Company and its
Subsidiaries,
<PAGE>
and includes information contained in manuals, memoranda, projections, minutes,
plans, drawings, designs, formula books, specifications, computer programs and
records, whether or not legended or otherwise identified by the Company and its
Subsidiaries as Confidential Information, as well as information which is the
subject of meetings and discussions and not so recorded.

      Consolidated Net Income: For any period the net income (or loss) of the
Company for such period determined on a consolidated basis in accordance with
generally accepted accounting principles; provided, however, that (i) there
shall be excluded therefrom (to the extent included and without duplication) (A)
all extraordinary gains and extraordinary losses (as defined by generally
accepted accounting principles) and (B) any effect that any change (after the
Effective Date) in any law or in generally accepted accounting principles
relating to the Company's recognition of compensation expense for employee stock
options has on the net income (or loss) of the Company determined on a
consolidated basis in accordance with generally accepted accounting principles;
and (ii) that neither Annual Bonus nor any annual bonus based upon Percentage
Increase in Consolidated Net Income payable to any employee (other than
Executive) of the Company shall be considered in the computation thereof.

      Disability: The absence of the Executive from the Executive's duties to
the Company on a full-time basis for a total of 120 days during any 12-month
period as a result of incapacity due to mental or physical illness which is
determined to be permanent by a physician selected by the Company and acceptable
to the Executive or the Executive's legal representative (such agreement as to
acceptability not to be withheld unreasonably).

      Employment Period: Unless earlier terminated as provided in Section 5
hereof, the Employment Period shall be the period commencing on the Effective
Date and terminating on the last day of the 2006 Fiscal Year.

      Fiscal Year: The 52 or 53 week period ending on the Saturday closest to
January 31 of each calendar year. Fiscal Years shall be referred to herein on
the basis of the calendar year which contains 11 months of such Fiscal Year.
(For example, "2002 Fiscal Year" means the twelve-month period ending February
1, 2003).

      Inventions: Those discoveries, developments, concepts and ideas, whether
or not patentable, relating to the present, future and prospective activities
and Products and Services of the Company and its Subsidiaries, which such
activities and Products and Services are known to Executive by virtue of
Executive's employment with the Company and its Subsidiaries.

      Percentage Increase in Consolidated Net Income: Percentage Increase in
Consolidated Net Income shall mean, with respect to any Fiscal Year of the
Company, the percentage increase, if any, in Consolidated Net Income of the
Company in such Fiscal Year over the Consolidated Net Income of the Company in
the immediately preceding Fiscal Year. By way of example, in the event that the
Consolidated Net Income of the Company in the 2001 Fiscal Year is $20 million
and the Consolidated Net


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Income of the Company in the 2002 Fiscal Year is $26.5 million, the Percentage
Increase in Consolidated Net Income in the 2002 Fiscal Year shall be equal to
32.5%.

      Products and Services: All products or services sold, rented, leased,
rendered or otherwise made available to its customers by the Company and its
Subsidiaries, or otherwise the subject of the business of the Company and its
Subsidiaries.

      Restricted Period: The period beginning on the Effective Date and ending
on the first anniversary of the date of termination of Executive's employment;
provided, however, that in the event that the termination of Executive's
employment occurs during the 2006 Fiscal Year, then the Restricted Period shall
terminate on the earlier of (I) the first anniversary of such termination date,
and (II) July 31, 2007.

      Subsidiary: Any entity of which the Company owns, directly or indirectly,
50% or more of the aggregate voting power of the voting securities.


      2. Employment.


            (a) Subject to the terms and conditions of this Agreement, the
Company hereby agrees to employ and the Executive hereby accepts employment in
the position of Executive Vice President and Chief Financial Officer of the
Company and agrees during the Employment Period to perform to the best of
Executive's ability, experience and talent those acts and duties and to furnish
those services to the Company and its Subsidiaries in connection with and
related to such positions as the Chief Executive Officer, President or the Board
shall from time to time direct, provided such acts and directives are consistent
with the duties of Executive Vice President and Chief Financial Officer.
Executive shall, during the Employment Period, use Executive's best efforts to
promote the interests of the Company and its Subsidiaries. Executive agrees to
devote all of his business time to the business affairs of the Company, and to
perform all duties and fulfill all responsibilities incident to his employment
in a manner reasonably expected of senior executives in similar positions.
Executive further agrees that he will not, directly or indirectly, engage or
participate in any activities at any time during such employment which conflict
with the interests of the Company.

            (b) During the Employment Period, subject to Section 5.2(c) hereof,
Executive's principal place of employment shall be located at one of the
Company's principal places of business or principal executive office, wherever
located as designated from time to time by the Chief Executive Officer or the
Board, and Executive shall be provided with an office and similar support
services and facilities as appropriate to Executive's position and
responsibilities and of at least substantially the same quality as provided to
Executive on the Effective Date.

      3. Compensation and Benefits; Disability.


            3.1. Base Salary.


      The Company shall pay Executive a Base Salary in the amount of $325,000
for the 2004 Fiscal Year, and an amount of not less than $325,000 for each of
the 2005 and


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2006 Fiscal Years. The Base Salary shall be reviewed annually by the
Compensation Committee of the Board for increase, based upon merit or upon
increases in the cost of living, and shall be payable in equal installments
pursuant to the Company's customary payroll policies in force at the time of
payment (but in no event less frequently than monthly), less required payroll
deductions.

            3.2. Annual Bonus.


            (a) Subject to Section 11.10 hereof, in addition to Executive's Base
Salary, during the Employment Period the Company shall pay Executive, as soon as
reasonably practicable but in no event later than 30 days following the
Company's receipt of its audited financial statements for the applicable Fiscal
Year, an Annual Bonus in cash for each Fiscal Year commencing with the 2004
Fiscal Year which is

      the product of

                  (A) Percentage Increase in Consolidated Net Income for such
      Fiscal Year times 100;

                  (B) 3.75%; and

                  (C) Executive's Base Salary in effect during such Fiscal Year.

      By way of example, in the event that the Percentage Increase in
Consolidated Net Income of the Company in the 2004 Fiscal Year is 32.5%,
Executive shall be entitled to an Annual Bonus in an amount equal to $396,094
(i.e., 32.5 x .0375 x $325,000). In the event that there is no Percentage
Increase in Consolidated Net Income (either by reason of the Consolidated Net
Income declining or remaining unchanged between successive Fiscal Years),
Executive shall not be entitled to an Annual Bonus.

            (b) Such bonus shall be payable in cash as soon as reasonably
practicable but in no event later than 30 days following the Company's receipt
of its audited financial statements for the applicable Fiscal Year.

            (c) Notwithstanding anything to the contrary in this Section 3.2, in
no event shall Executive be entitled to receive an Annual Bonus in excess of one
and one-half (1-1/2) times his then applicable Base Salary in respect of any
Fiscal Year. However, if, for any Fiscal Year, the Annual Bonus computed under
subsection (a) of this Section exceeds the amount permitted by this subsection
(c) and there is a Percentage Increase in Consolidated Net Income for the
succeeding Fiscal Year, then the amount of such excess shall be added to and
payable with the Annual Bonus for such succeeding Fiscal Year, subject to the
first sentence of this subsection (c).

            3.3. Other Benefits.


            Executive shall be entitled, during the Employment Period, to
participate, on the same basis and to the same extent as other executive
employees of the Company,


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in any pension, life insurance, health insurance, short-term disability and
hospital plans and other fringe benefits or benefit plans presently in effect
and hereafter maintained or created by the Company. In addition, Executive shall
receive an automobile allowance in the amount of $8,500 per year, payable
monthly. During the Employment Period, Company agrees not to reduce the benefits
provided to Executive. Service with the Company, any Subsidiary, or Federated
Department Stores, Inc. ("Federated") or any affiliate of Federated shall be
recognized for vesting purposes under any benefit plan of the Company.

            3.4. Vacation.


            Executive shall be entitled to four (4) weeks of paid vacation per
calendar year, such vacation to be taken during period or periods during each
such year as shall be consonant with Executive's responsibilities and (in the
Company's judgment) with the Company's vacation schedule and policies for senior
officers.

            3.5. Expenses.


            Pursuant to the Company's customary policies in force at the time of
payment, Executive shall be promptly reimbursed, against presentation of
vouchers or receipts therefor, for all authorized expenses properly incurred by
Executive on the Company's behalf in the performance of Executive's duties
hereunder.

            3.6. Exclusive Compensation.


            In respect of services rendered to the Company, Executive shall
receive only the compensation set forth in this Section 3 and Sections 5 and 6.

      4. Termination of Employment Period.


      The Employment Period shall continue as described in Section 1 unless
earlier terminated by reason of (a) Executive's discharge for Cause pursuant to
Section 5.1, (b) Executive's discharge without Cause pursuant to Section 5.4,
(c) Executive's death or Disability pursuant to Section 5.3, (d) termination of
this Agreement by Executive pursuant to Section 5.2, or (e) termination of this
Agreement by Executive pursuant to Section 5.5. In all events, the post
employment provisions of Section 7 shall survive termination of the Employment
Period for the periods provided therein.

      5. Termination.


            5.1. By Company for Cause.


            The Company may discharge Executive and terminate the Employment
Period for Cause. As used in this Section 5.1, "Cause" shall mean any one or
more than one of the following:

            (a) Gross negligence or gross or willful misconduct of Executive in
the performance of his duties hereunder during the Employment Period;



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            (b) Executive's conviction of a felony, any crime of moral turpitude
during the Employment Period or any act of fraud or dishonesty;

            (c) Willful failure to follow instructions of the Chief Executive
Officer or the Board which instructions are material, legal, and not
inconsistent with the duties assigned to Executive hereunder and which failure
is not cured within fifteen (15) business days after written notice of such
failure is delivered to Executive by the Company with respect to failures which
are curable, provided, however, that if such failure is not capable of being
cured within fifteen (15) business days, the Company may terminate Executive
immediately; or

            (d) Any breach of any of the material terms of this Agreement by
Executive which is not cured within fifteen (15) business days after written
notice of breach is delivered to Executive by the Company with respect to
breaches which are curable, provided, however, that if such breach is not
capable of being cured within fifteen (15) business days, the Company may
terminate Executive immediately.

Upon discharge of Executive for Cause, the Company shall be relieved and
discharged of all obligations to make payments to Executive which would
otherwise be due under this Agreement except as to salary, benefits and bonuses
earned for actual services rendered prior to the date of termination, and
otherwise reimbursable expenses under Section 3.5.

            5.2. By Executive for Good Reason.


            Executive may terminate the Employment Period for Good Reason. Good
Reason shall mean the occurrence of any of the following events:

            (a) any breach of any of the material terms of this Agreement by the
Company continuing for more than fifteen (15) days after written notice thereof
from Executive that such breach will be grounds for termination for Good Reason;

            (b) without the consent of Executive, a material reduction in the
authorities, powers, functions and/or duties attached to Executive's position
which reduction is not rescinded within fifteen (15) days after notice from
Executive that such reduction will be grounds for termination for Good Reason;
provided, however, that Executive shall deliver any such notice of such material
reduction within five (5) business days of the occurrence of such material
reduction; or

            (c) without the consent of Executive, the Company relocates the
principal location of Executive's employment to a location more than 25 miles
from its current location.

            5.3. On Executive's Death or Disability.


            The Employment Period shall terminate, and the Company shall be
relieved and discharged of all obligations to make further payment to Executive
after the date of the death or Disability of Executive, except as to salary
earned for actual services rendered prior to the date of the death or Disability
of Executive, reimbursement of


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<PAGE>
expenses, and a pro-rata portion of Executive's Annual Bonus for the full
applicable Fiscal Year calculated following such year and pro-rated for the
number of days Executive was actually employed in such Fiscal Year.

            5.4. By Company Without Cause.


            The Company may, on 15 days written notice to Executive, terminate
the Employment Period without Cause at any time during the Employment Period.

            5.5. By Executive Without Good Reason.


            The Executive may, on 30 days written notice to the Company,
terminate the Employment Period at any time during the Employment Period. In the
event of a termination by Executive pursuant to this Section 5.5, the Company
shall be relieved and discharged of all obligations to make further payment to
Executive after the date as of which the Employment Period terminates, except as
to salary earned for actual services rendered prior to such date, payment of any
Annual Bonus under Section 3.2 with respect to any Fiscal Year ending prior to
such date, and reimbursement of expenses under Section 3.5. All amounts payable
pursuant to this Section 5.5 shall be paid to Executive in a single lump sum in
cash not later than ten (10) days after the date of termination or with respect
to the Annual Bonus, within ten (10) days of its determination in accordance
with the terms hereof.

      6. Severance.


            6.1. Severance.


      Upon termination of employment pursuant to Sections 5.2 or 5.4 (but in any
event not upon termination of the Employment Period pursuant to Sections 5.1,
5.3, 5.5 or upon expiration of the Employment Period or otherwise), and so long
as the Executive executes a release in the Company's customary form and the
Executive has not breached any of his representations set forth in Section 8,
the Company shall pay to Executive

            (a) an amount equal to the lesser of (x) the amount of Base Salary
due and owing Executive through the expiration of the Employment Period (such
amount to be calculated based upon his then current Base Salary), and (y) one
(1) times his then applicable Base Salary; provided, however that in no event
shall Executive be entitled to receive less than one-half (1/2) his then
applicable Base Salary pursuant to this Section 6.1(a), and

            (b) an amount equal to a pro rata portion (based upon the portion of
the Fiscal Year elapsed to the date of such termination) of the Annual Bonus
which would have been payable to the Executive had Executive been employed by
the Company under this Agreement for the entire Fiscal Year in which such
termination occurs.

All amounts payable pursuant to Section 6.1(a) shall be paid to Executive in a
single lump sum in cash not later than five (5) days after the date of
termination. Any amount


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due and payable to Executive under Section 6.1(b) shall be paid within ten (10)
days of its determination in accordance with the terms hereof.

      7. Inventions, Confidential Information and Related Matters.


            7.1. Assignment of Inventions.


            All Inventions which are at any time made by Executive, acting alone
or in conjunction with others,

            (a) during the Employment Period, or

            (b) if based on or related to any Confidential Information on, made
by Executive within one year after the termination of the Employment Period,
shall be the property of the Company. Executive agrees that Executive shall, at
the cost and expense of the Company, execute formal application for U.S. and
other patents, and also do all other acts and things (including, among others,
the execution and delivery of instruments of further assurance or confirmation)
deemed by the Company to be necessary or desirable at any time to perfect the
full assignment to the Company of Executive's right and title (if any) to such
Invention.

            7.2. Restrictions on Use and Disclosure.


            Except as required by Executive's duties hereunder, Executive shall
never, directly or indirectly, use, publish, disseminate or otherwise disclose
any Confidential Information or Inventions which are the subject of Section 7.1
without the prior written consent of the Company, except as required by law.
Nothing in this Section shall prevent disclosure of information which has been
completely disclosed in a published patent or other integrated publication of
general circulation, nor shall this Section govern the right to use Inventions
for which a patent may have been issued.

            7.3. Return of Documents and Materials.


            Upon termination of the Employment Period, Executive shall forthwith
deliver to the Company all procedural manuals, guides, specifications, formulas,
plans, drawings, designs and similar materials, records, notebooks and similar
repositories of or containing Confidential Information and Inventions which are
the subject of Section 7.1, including all copies, then in Executive's possession
or control, whether prepared by Executive or others, as well as all other
Company property in Executive's possession or control.

            7.4. Competitive Activities.


            During the Restricted Period, Executive shall not, without the prior
written approval of the Company, directly or indirectly, within the United
States, become an employee or consultant or otherwise render services to, lend
funds to, serve on the board of, invest in (other than as a 1% or less
shareholder of a publicly-traded corporation) or guarantee the debts of, any
business organization that competes with the Company in


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<PAGE>
those retail businesses in which the Company and its Subsidiaries are engaged,
or intends to engage in, on the date the Employment Period is terminated. The
Company may in its reasonable discretion give Executive written approval to
engage in such activities or render such services after termination of the
Employment Period if Executive and such prospective firm or business
organization gives the Company written assurances, satisfactory to the Company
in its sole discretion, that the integrity of the Confidential Information, the
Inventions and the good will of the Company and its Subsidiaries will not be
jeopardized by such employment. Executive shall, during the Restricted Period,
notify the Company of any change in address and identify each subsequent
employment or business activity in which Executive shall engage during such
Restricted Period, stating the name and address of the employer or business
organization and the nature of Executive's position.

            7.5. Solicitation of Employees.


            During the Restricted Period and for a period of 12 months
thereafter, Executive shall not, without the prior written approval of the
Company, directly or indirectly, (i) solicit, raid, entice or induce any person
who presently is or at any time during the six (6) months immediately prior to
the date of termination of Executive shall be an employee of the Company or any
of its Subsidiaries to become employed by any other person, firm or corporation
in any retail business in competition with the Company or (ii) employ in any
person, firm or corporation engaged in any retail business in competition with
the Company, any person who presently is or at any time during the six (6)
months immediately prior to the date of termination of Executive shall be an
employee of the Company or any of its subsidiaries.

      8. No Other Contracts.


      Executive represents and warrants that neither the execution and delivery
of this Agreement by Executive nor the performance by Executive of Executive's
obligations hereunder, shall constitute a default under or a breach of the terms
of any other agreement, indenture or contract to which Executive is a party or
by which Executive is bound, nor shall the execution and delivery of this
Agreement by Executive or the performance of Executive's duties and obligations
hereunder give rise to any claim or charge against either Executive or the
Company based upon any other contract, indenture or agreement to which Executive
is a party or by which Executive is bound.

      9. Notices.


      Any notices or communication given by any party hereto to the other party
shall be in writing and personally delivered or mailed by registered or
certified mail, return receipt requested, postage prepaid at the following
addresses:

         If to the Company:

                  112 West 34th Street
                  22nd Floor
                  New York, NY 10120

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<PAGE>
         If to the Executive:

                  Michael Cunningham
                  21 Bridge Road
                  Nanuet, NY 10954

      Mailed notices shall be deemed given when received. Any person entitled to
receive notice may designate in writing, by notice to the others, such other
address to which notices to such party shall thereafter be sent.

      10. Indemnification and Insurance; Legal Expenses.

      The Company shall indemnify the Executive to the fullest extent permitted
by the laws of the State of Delaware, as in effect at the time of the subject
act or omission, and shall advance to the Executive reasonable attorney's fees
and expenses as such fees and expenses are incurred (subject to an undertaking
from the Executive to repay such advances if it shall be finally determined by a
judicial decision which is not subject to further appeal that the Executive was
not entitled to the reimbursement of such fees and expenses) and he will be
entitled to the protection of any insurance policies the Company may elect to
maintain generally for the benefit of its directors and officers (Directors and
Officers Insurance) against all costs, charges and expenses incurred or
sustained by him in connection with any action, suit or proceeding to which he
may be made a party by reason of his being or having been a director, officer or
employee of the Company or any of its Subsidiaries or his serving or having
served any other enterprise as a director, officer or employee at the request of
the Company (other than any dispute, claim or controversy arising under or
relating to this Agreement or to the extent a result of a breach by Executive of
his representations in Section 8). The Company covenants to maintain during the
Employment Period for the benefit of the Executive (in his capacity as an
officer of the Company) Directors and Officers Insurance providing customary
benefits to the Executive.

      11. Miscellaneous.


            11.1. Entire Agreement.


            This Agreement contains the entire understanding of the parties in
respect of its subject matter hereof and supersedes all prior oral and written
agreements and understandings between the parties with respect to such subject
matter.

            11.2. Amendment; Waiver.


            This Agreement may not be amended, supplemented, canceled or
discharged, except by written instrument executed by the Executive and the
Company. No failure to exercise, and no delay in exercising, any right, power or
privilege hereunder shall operate as a waiver thereof. No waiver of any
preceding breach of this Agreement shall operate as a waiver of a succeeding
breach of this Agreement.



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            11.3. Binding Effect; Assignment.


            The rights and obligations of this Agreement shall bind and inure to
the benefit of any successor or successors of the Company by reorganization,
merger or consolidation, or any assignee of all or substantially all of the
Company's business and properties; Executive's rights or obligations under this
Agreement may not be assigned by Executive.

            11.4. Headings.


            The headings contained in this Agreement (except those in Section 1)
are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

            11.5. Governing Law; Interpretation.


            This Agreement shall be construed in accordance with and governed
for all purposes by the laws and public policy of the State of New York
applicable to contracts executed and to be wholly performed within such State.
Service of process in any dispute shall be effective (a) upon the Company, if
served on any senior officer of the Company (other than Executive); (b) upon
Executive, if served at Executive's residence last known to the Company.
Executive acknowledges that breach of Sections 7.1 through 7.5 would entail
irreparable injury and that, in addition to the Company's other express and
implied remedies, the Company shall be entitled to injunctive and other
equitable relief to prevent any actual, intended or likely such breach.

            11.6. Dispute Resolution.


      All controversies, claims and disputes arising out of or relating to this
Agreement, including without limitation any alleged violation of its terms,
shall be resolved by final and binding arbitration before a single arbitrator in
New York, New York in accordance with the Commercial Arbitration Rules of the
American Arbitration Association ("AAA"). The arbitration shall be commenced by
filing a demand for arbitration with the AAA within sixty days after the filing
party has given notice of such breach to the other party. The subject matter of
the arbitration shall be limited to the conduct of the parties hereto and their
employees. Each party shall bear its own costs and expenses, including costs and
expenses of counsel and experts, in any such arbitration.

            11.7. Further Assurances.


            Each party agrees at any time, and from time-to-time, to execute,
acknowledge, deliver and perform, and/or cause to be executed, acknowledged,
delivered and performed, all such further acts, deeds, assignments, transfers,
conveyances, powers of attorney and/or assurances as may be necessary, and/or
proper to carry out the provisions and/or intent of this Agreement.



                                       11
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            11.8. Gender; Singular/Plural.


            In this Agreement, the use of one genders (e.g., "he", "she" and
"it") shall mean each other gender; and the singular shall mean the plural, and
vice versa, all as the context may require.

            11.9. Severability.


            The parties acknowledge that the terms of this Agreement are fair
and reasonable at the date signed by them. However, in light of the possibility
of a change of conditions or differing interpretations by a court of what is
fair and reasonable, the parties stipulate as follows: if any one or more of the
terms, provisions, covenants and restrictions of this Agreement shall be
determined by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated; further, if any one or more of
the provisions contained in this Agreement shall for any reason be determined by
a court of competent jurisdiction to be excessively broad as to duration,
geographical scope, activity or subject, it shall be construed, by limiting or
reducing it, so as to be enforceable to the extent compatible with then
applicable law.

            11.10. Executive Incentive Bonus Plan.


            Notwithstanding anything to the contrary contained in this
Agreement, Executive and the Company agree that (i) the Annual Bonus
contemplated by this Agreement shall be payable to Executive only pursuant to
the terms of an Executive Incentive Bonus Plan (the "Incentive Plan"),
incorporating all applicable terms and conditions of the Annual Bonus contained
in this Agreement, (ii) the Incentive Plan, and any Annual Bonus to be payable
thereunder, is subject to the approval of the stockholders of the Company, and
(iii) in the event that the Incentive Plan is not approved by the Company's
stockholders at the Company's 2004 Annual Meeting, then (x) Executive shall not
be entitled to receive the Annual Bonus contemplated by this Agreement and shall
have no rights or claims against the Company arising from such failure of the
Company's stockholders to approve the Incentive Plan, and (y) this Agreement
shall remain in full force and effect except that all references in this
Agreement to the Annual Bonus shall be deemed to be deleted from this Agreement
and of no further force or effect. The Company agrees that the Incentive Plan
shall be submitted for approval by the Company's stockholders at the Company's
2004 Annual Meeting of Stockholders.

            11.11. Counterparts.


            This Agreement may be executed in two or more counterparts, each of
which will be deemed an original.



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<PAGE>
                                    EXECUTION

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year above first written.

                                   __________/s/ Michael J. Cunningham____
                                   Michael J. Cunningham


                                   AEROPOSTALE, INC.
                                   a Delaware Corporation

                                   By:______/s/ Julian R. Geiger__________
<PAGE>
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                           Page
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<S>                                                                                                        <C>
1.       Definitions....................................................................................    1


2.       Employment.....................................................................................    3


3.       Compensation and Benefits; Disability..........................................................    3

         3.1.     Base Salary...........................................................................    3
         3.2.     Annual Bonus..........................................................................    4
         3.3.     Other Benefits........................................................................    4
         3.4.     Vacation..............................................................................    5
         3.5.     Expenses..............................................................................    5
         3.6.     Exclusive Compensation................................................................    5

4.       Termination of Employment Period...............................................................    5


5.       Termination....................................................................................    5

         5.1.     By Company for Cause..................................................................    5
         5.2.     By Executive for Good Reason..........................................................    6
         5.3.     On Executive's Death or Disability....................................................    6
         5.4.     By Company Without Cause..............................................................    7
         5.5.     By Executive Without Good Reason......................................................    7

6.       Severance......................................................................................    7

         6.1.     Severance.............................................................................    7

7.       Inventions, Confidential Information and Related Matters.......................................    8

         7.1.     Assignment of Inventions..............................................................    8
         7.2.     Restrictions on Use and Disclosure....................................................    8
         7.3.     Return of Documents and Materials.....................................................    8
         7.4.     Competitive Activities................................................................    8
         7.5.     Solicitation of Employees.............................................................    9

8.       No Other Contracts.............................................................................    9


9.       Notices........................................................................................    9


10.      Indemnification and Insurance; Legal Expenses..................................................   10


11.      Miscellaneous..................................................................................   10

         11.1.    Entire Agreement......................................................................   10
         11.2.    Amendment; Waiver.....................................................................   10
         11.3.    Binding Effect; Assignment............................................................   11
         11.4.    Headings..............................................................................   11
         11.5.    Governing Law; Interpretation.........................................................   11
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                                                                                                        <C>
         11.6.    Dispute Resolution....................................................................   11
         11.7.    Further Assurances....................................................................   11
         11.8.    Gender; Singular/Plural...............................................................   12
         11.9.    Severability..........................................................................   12
         11.10.   Counterparts..........................................................................   12

</TABLE>

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