EX-10.1



 Exhibit 10.1 
  

			
	Notice of [Long Term Incentive]		American Eagle Outfitters, Inc.
	Grant of Restricted		77 Hot Metal Street
	Stock Units and [Long Term Incentive]		Pittsburgh, PA 15203
	Restricted Stock Units Award Agreement		

  
  

					
	Participant ID		Plan:		2014
	Participant Name		Product ID:		[                    ]

  
  

Effective [DATE] (the “Grant Date”), you have been granted a target award of [ NUMBER] units of restricted stock (the “RSUs”) under the
American Eagle Outfitters, Inc. 2014 Stock Award and Incentive Plan (the “Plan”). Each RSU represents the right to receive one share of American Eagle Outfitters, Inc. (the “Company”) common stock, $0.01 par value per share, at a
future point in time. This award is subject to the terms and conditions contained in this Notice and Agreement, as well as the terms and conditions of the Plan. 

[VESTING SCHEDULE] 
 As provided in the Plan and this Notice and
Agreement, this award may terminate before the restrictions lapse. For example, if your employment with the Company ends before the date the restrictions lapse, this award will terminate and the RSUs awarded shall revert to the Company, except in
certain cases as specified in paragraph 3 of this Notice and Agreement. 
 By signing below (which includes electronic acceptance), you agree that this
award is governed by this Notice and Agreement, and by the terms and conditions contained in the Plan, as amended from time to time, and incorporated into this Notice and Agreement by reference. 

 

							
	American Eagle Outfitters, Inc.
				
	By:		  
				  

							 Date
  

				
			  
 Employee
				  
 Date









 TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD 

1. Grant of Award. The Company hereby grants to Employee as a separate incentive in connection with his or her employment and not in
lieu of any salary or other compensation for his or her services, an award of the number of restricted stock units (“RSUs”) of Common Stock of the Company set forth on page 1 of this Notice and Agreement, which RSUs are granted on the
Grant Date, subject to all the terms and conditions in this Notice and Agreement and in the Company’s 2014 Stock Award and Incentive Plan(the “Plan”). Each RSU represents the right to receive one share of the Company’s common
stock, $0.01 par value per share (the “Common Stock”), at a future point in time. 
 2. Rights of the Employee with Respect to
the Restricted Stock Units. 
 a) No Shareholder Rights. The RSUs granted pursuant to this Award do not and shall not entitle Employee to any rights of
a shareholder of Common Stock. The rights of Employee with respect to the RSUs shall remain forfeitable at all times prior to the date on which such rights become vested and the restrictions with respect to the RSUs lapse. 

b) Additional Restricted Stock Units. As long as Employee holds RSUs granted pursuant to this Award, the Company shall credit to Employee, on each date that
the Company pays a cash dividend to holders of Common Stock generally, an additional number of RSUs (“Additional RSUs” ) equal to the total number of whole RSUs and Additional RSUs previously credited to Employee under this Award
multiplied by the dollar amount of the cash dividend paid per share of Common Stock by the Company on such pay date, divided by the Fair Market Value of a share of Common Stock on such pay date. Any fractional RSU resulting from such calculation
shall be included in the Additional RSUs. A report showing the number of Additional RSUs so credited shall be sent to Employee periodically, as determined by the Company. The Additional RSUs so credited shall be subject to the same terms and
conditions as the RSUs to which such Additional RSUs relate and the Additional RSUs shall be forfeited in the event that the RSUs with respect to which such Additional RSUs were credited are forfeited. 

c) Conversion of Restricted Stock Units; Issuance of Common Stock. No shares of Common Stock shall be issued to Employee prior to the date on which the RSUs
vest, and the restrictions with respect to the RSUs lapse, as set forth on page 1 of this Notice and Agreement. Neither this Section 2(c) nor any action taken pursuant to or in accordance with this Section 2(c) shall be construed to create
a trust of any kind. After any RSUs vest as set forth on page 1 of this Notice and Agreement, the Company shall promptly cause to be issued one share of Common Stock for each RSU in book-entry form, registered in Employee’s name or in the name
of Employee’s legal representatives, beneficiaries or heirs, as the case may be, in payment of such vested whole RSUs and any Additional RSUs. The value of any fractional RSU shall be rounded up to the nearest whole share at the time shares are
delivered to Employee in payment of the RSUs and any Additional RSUs. 
 [3. Termination of Service. The RSUs as to which
restrictions have not lapsed upon the date and time of the employee’s Termination of Service, for a reason other than the employee’s death, Disability or Retirement, shall terminate and thereupon revert to the Company automatically and
without charge to the Company, except (a) in certain cases following a Change of Control or (b) where the Employee has signed a separate non-compete/non-solicitation agreement, and, in each case, subject to the discretion of the Committee.
Such RSUs shall thereafter be available for grant under the Plan. In the event of a Termination of Service as a result of the Employee’s death, Disability or Retirement, all contractual restrictions shall lapse and the RSUs shall be vested in
full if and to the extent the performance goals for this Award are achieved. In the event of a Termination of Service where the Employee has signed a separate non-compete/non-solicitation agreement, then the RSUs shall continue to be eligible to be
vested if and to the extent the performance goals for this Award are achieved and subject to proration based on the number of days of Employee’s full time employment during the three fiscal year period covered by the Award.] 

[3. Termination of Service. The RSUs as to which restrictions have not lapsed upon the date and time of the employee’s Termination
of Service, for a reason other than the employee’s death, Disability or Retirement, shall terminate and thereupon revert to the Company automatically and without charge to the Company, except in certain cases following a Change of Control,
subject to the discretion of the Committee. Such RSUs shall thereafter be available for grant under the Plan. In the event of a Termination of Service as a result of the Employee’s death, Disability or Retirement, all contractual restrictions
shall lapse and the RSUs shall be vested in full if and to the extent the performance goals for this Award are achieved.] 
 [3.
Termination of Service. Notwithstanding Section 4 below and Section 11(q) of the Plan, upon the Employee’s termination of Service prior to [DATE] for any reason other than a termination by the Company for Cause, the Employee
shall receive a pro rata portion of the RSUs initially granted based on his service during the period from [DATE] through [DATE] (number of days through the termination date/total days in the period) and such pro rata portion (less the number of RSU
already vested) shall vest in equal increments on the remaining otherwise scheduled vesting dates; provided, however, that the provisions of Article 9 of the Plan regarding the treatment of awards in connection with a Change in Control shall
continue to apply.] 







 4. Continuous Employment Required. Subject to the provisions of paragraph 3 above,
restrictions on RSUs shall not lapse and the RSUs vest in accordance with any of the provisions of this Notice and Agreement unless Employee shall have been continuously employed by the Company or by one of its Affiliates from the date of the award
until the date such restrictions are deemed to have lapsed. 
 5. Forfeiture of Award. Notwithstanding anything in this Notice and
Agreement to the contrary, the RSUs represented by this Award may be forfeited in accordance with the provisions of Section 10 of the Plan. 

6. Withholding Taxes. Notwithstanding anything in this Notice and Agreement to the contrary, no shares of Stock may be issued unless
and until Employee shall have delivered to the Company or its designated Affiliate, the full amount of any federal, state or local income and other withholding taxes. Payment of withholding taxes must be made by returning shares back to the Company.

 7. Beneficiary Designation. If permitted by the Committee, Employee may name a beneficiary or beneficiaries to whom any vested but
unpaid award shall be paid in the event of Employee’s death. In order to be effective, a beneficiary designation must be made by the Employee in a form and manner acceptable to the Company. If Employee fails to make an effective beneficiary
designation, or if no such beneficiary survives Employee, then the vested but unpaid benefits remaining at the Employee’s death shall be paid to the Employee’s estate. 

8. Non-transferability of Award. Until the end of the Period of Restriction set forth on page 1 of this Notice and Agreement, the RSUs
granted herein and the rights and privileges conferred hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (by operation of law or otherwise) other than: (a) by will; (b) by the laws of descent
and distribution; or (c) as provided in Section 11(b) of the Plan. 
 9. Conditions to Issuance of Shares. The shares of
stock deliverable to Employee may be either previously authorized but unissued shares or issued shares which have been reacquired by the Company. The Company shall not be required to issue any shares of stock hereunder prior to fulfillment of all of
the following conditions: (a) The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; (b) The completion of any registration or other qualification of such shares under any State or
Federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee shall, in its absolute discretion, deem necessary or advisable; (c) The obtaining of any
approval or other clearance from any State or Federal governmental agency, which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and (d) The lapse of such reasonable period of time following the date of
grant of the RSUs as the Committee may establish from time to time for reasons of administrative convenience. 
 10. Plan Governs.
This Notice and Agreement is subject to all the terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Notice and Agreement and one or more provisions of the Plan, the provisions of the Plan shall govern.
Undefined capitalized terms used in this Notice and Agreement shall have the meanings set forth in the Plan. 
 11. No Right to Continued
Employment. Employee understands and agrees that this Notice and Agreement does not impact in any way the right of the Company, or any Affiliate of the Company employing Employee, to terminate the employment or change the terms of the employment
of Employee at any time for any reason whatsoever, with or without cause. Employee understands and agrees that his or her employment with the Company or an Affiliate is on an “at-will” basis only. 

12. Addresses for Notices. Any notice to be given to the Company under the terms of this Notice and Agreement shall be addressed to the
Company, in care of General Counsel, at American Eagle Outfitters, Inc., 77 Hot Metal Street, Pittsburgh, PA 15203, or at such other address as the Company may hereafter designate in writing. Any notice to be given to Employee shall be addressed to
the Employee at the address set forth on page 1 of this Notice and Agreement, or at such other address for Employee maintained on the books and records of the Company. 

13. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of
this Notice and Agreement. 
 14. Agreement Severable. In the event that any provision in this Notice and Agreement shall be held
invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Notice and Agreement.