EXHIBIT 10.3
------------
ABERCROMBIE & FITCH CO.
1996 STOCK PLAN FOR NON-ASSOCIATE DIRECTORS
(1998 RESTATEMENT)
[REFLECTS AMENDMENTS THROUGH NOVEMBER 1, 2001 AND TWO-FOR-ONE STOCK SPLIT
DISTRIBUTED JUNE 15, 1999 TO STOCKHOLDERS OF RECORD ON MAY 25, 1999]
1. PURPOSE
The purpose of the Abercrombie & Fitch Co. 1996 Stock Plan for Non-Associate
Directors (1998 Restatement) (the "Plan") is to promote the interests of
Abercrombie & Fitch Co. (the "Company") and its stockholders by increasing the
proprietary interest of non-associate directors in the growth and performance of
the Company by granting such directors options to purchase shares of Class A
Common Stock, par value $.01 per share (the "Shares") of the Company and by
awarding Shares to such directors in respect of a portion of the Retainer (as
defined in Section 6(b)) payable to such directors.
2. ADMINISTRATION
The Plan shall be administered by the Company's Board of Directors (the
"Board"). Subject to the provisions of the Plan, the Board shall be authorized
to interpret the Plan, to establish, amend, and rescind any rules and
regulations relating to the Plan and to make all determinations necessary or
advisable for the administration of the Plan; provided, however, that the Board
shall have no discretion with respect to the selection of directors to receive
options, the number of Shares subject to any such options, the purchase price
thereunder or the timing of grants of options under the Plan. The determinations
of the Board in the administration of the Plan, as described herein, shall be
final and conclusive. The Secretary of the Company shall be authorized to
implement the Plan in accordance with its terms and to take such actions of a
ministerial nature as shall be necessary to effectuate the intent and purposes
thereof. The validity, construction and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the laws
of the State of Delaware.
3. ELIGIBILITY
The class of individuals eligible to receive grants of options and awards of
Shares in respect of the Retainer under the Plan shall be directors of the
Company who are not associates of the Company or its affiliates ("Eligible
Directors"). Any holder of an option or Shares granted hereunder shall
hereinafter be referred to as a "Participant".
4. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 7, an aggregate of 364,000
Shares shall be available for issuance under the Plan. The Shares deliverable
upon the exercise of options or in respect of the Retainer may be made available
from authorized but unissued Shares or treasury Shares. If any option granted
under the Plan shall terminate for any reason without having been
exercised, the Shares subject to, but not delivered under, such option shall be
available for issuance under the Plan.
5. GRANT, TERMS AND CONDITIONS OF OPTIONS
(a) Each individual first elected as an Eligible Director prior to July 16,
1998 was granted, on July 16, 1998, an option to purchase 10,000 Shares. Each
Eligible Director first elected to the Board on or after July 16, 1998 and prior
to October 26, 2000, was granted, on the date the Eligible Director was first
elected to the Board, an option to purchase 10,000 Shares. Any Eligible Director
who is first elected to the Board on or after October 26, 2000 shall be granted,
on the date the Eligible Director is first elected to the Board, an option to
purchase 20,000 Shares.
(b) (i) On the first business day of each fiscal year of the Company,
beginning after July 16, 1998 and prior to October 26, 2000, each individual
then serving as an Eligible Director was granted an option to purchase 2,000
Shares. On the first business day of each fiscal year of the Company
beginning after October 26, 2000, each individual then serving as an Eligible
Director will be granted an option to purchase 4,000 Shares.
(ii) On November 15, 2001, each individual then serving as an Eligible
Director who has continuously served as an Eligible Director for at least
three years since the date of the individual's first election or appointment
as an Eligible Director will automatically be granted an option to purchase
20,000 Shares. After November 15, 2001, each individual who is then serving
as an Eligible Director will automatically be granted an option to purchase
20,000 Shares on (A) the first business day immediately following the third
anniversary of the date of his or her first election or appointment as an
Eligible Director and (B) the first business day immediately following each
subsequent anniversary thereof which is a multiple of three.
(c) The options granted will be nonstatutory stock options not intended to
qualify under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code") and shall have the following terms and conditions:
(i) Price. The purchase price per Share deliverable upon the exercise of
each option shall be 100% of the Fair Market Value per Share on the date the
option is granted. For purposes of the Plan, Fair Market Value shall be the
closing price of the Shares as reported on the principal exchange on which
the Shares are listed for the date in question, or if there were no sales on
such date, the most recent prior date on which there were sales.
(ii) Payment. Options may be exercised only upon payment of the purchase
price thereof in full. Such payment shall be made in cash.
(iii) Exercisability and Term of Options. Each option granted prior to
November 1, 2001 shall vest and become exercisable in four equal annual
installments commencing on the first anniversary of the date of grant,
provided the holder of such option is an Eligible Director on each such
anniversary. Each option granted on and after
November 1, 2001 shall vest and become exercisable in four equal annual
installments commencing on the date of grant, provided the holder of such
option is an Eligible Director on each anniversary of the date of grant.
Options shall be exercisable until the earlier of ten years from the date of
grant and the expiration of the one year period provided in paragraph (iv)
below.
(iv) Termination of Service as Eligible Director. Upon termination of a
Participant's service as a director of the Company for any reason, all
outstanding options held by such Eligible Director, to the extent then
exercisable, shall be exercisable in whole or in part for a period of one
year from the date upon which the Participant ceases to be a Director,
provided that in no event shall the options be exercisable beyond the period
provided for in paragraph (iii) above.
(v) Nontransferability of Options. No option may be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by a
Participant otherwise than by will or the laws of descent and distribution,
and during the lifetime of the Participant to whom an option is granted it
may be exercised only by the Participant or by the Participant's guardian or
legal representative. Notwithstanding the foregoing, options may be
transferred pursuant to a qualified domestic relations order.
(vi) Option Agreement. Each option granted hereunder shall be evidenced
by an agreement with the Company which shall contain the terms and provisions
set forth herein and shall otherwise be consistent with the provisions of the
Plan.
(d) Death of Eligible Director. Notwithstanding the provisions of paragraphs
(iii) and (iv) of Section 5(c) of this Plan, if an Eligible Director shall die
while serving as a director of the Company, all outstanding options held by such
Eligible Director (whether or not then exercisable by their terms) shall become
immediately exercisable in full by the Eligible Director's estate or by the
person who acquires the right to exercise such options upon the Eligible
Director's death by bequest or inheritance. Such exercise may occur at any time
within one year after the date of the Eligible Director's death provided that in
no event shall the options of a deceased Eligible Director be exercisable beyond
the period provided for in paragraph (iii) of Section 5(c) of this Plan.
(e) Total Disability. Notwithstanding the provisions of paragraphs (iii) and
(iv) of Section 5(c) of this Plan, if an Eligible Director's service as a
director of the Company ceases as a result of his becoming totally disabled, all
outstanding options held by such Eligible Director (whether or not then
exercisable by their terms) shall become immediately exercisable in full. Such
exercise may occur at any time within nine months after the Eligible Director
has been determined to be totally disabled; provided that, in no event shall the
options of a totally disabled Eligible Director be exercisable beyond the period
provided for in paragraph (iii) of Section 5(c) of this Plan. An Eligible
Director shall be considered to be totally disabled if he has been unable, by
reason of a medically determinable physical or mental impairment, to engage in
any substantial gainful activity, for a period of 180 days after its
commencement and such condition, in the opinion of a physician selected by the
Company and reasonably acceptable to the Eligible Director or his legal
representative, is total and permanent.
(f) Change of Control. Upon the occurrence of a Change of Control, all
outstanding options held by Eligible Directors shall be fully exercisable. For
purposes of this Plan, the term "Change of Control" shall mean an occurrence of
a nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A issued under the Securities Exchange Act of 1934
(the "Act"). Without limiting the inclusiveness of the definition in the
preceding sentence, a Change of Control of the Company shall be deemed to have
occurred as of the first day that any one or more of the following conditions is
satisfied: (a) any person is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company's then
outstanding securities and such person would be deemed an "Acquiring Person" for
purposes of the Rights Agreement dated as of July 16, 1998, as amended, between
the Company and First Chicago Trust Company of New York (the "Rights
Agreement"); or (b) any of the following occur: (i) any merger or consolidation
of the Company, other than a merger or consolidation in which the voting
securities of the Company immediately prior to the merger or consolidation
continue to represent (either by remaining outstanding or being converted into
securities of the surviving entity) 80% or more of the combined voting power of
the Company or surviving entity immediately after the merger or consolidation
with another entity; (ii) any sale, exchange, lease, mortgage, pledge, transfer
or other disposition (in a single transaction or a series of related
transactions) of assets or earning power aggregating more than 50% of the assets
or earning power of the Company on a consolidated basis; (iii) any complete
liquidation or dissolution of the Company; (iv) any reorganization, reverse
stock split or recapitalization of the Company that would result in a Change of
Control as otherwise defined in this Plan; or (v) any transaction or series of
related transactions having, directly or indirectly, the same effect as any of
the foregoing.
6. GRANT OF SHARES
(a) From and after the Effective Date, 50% of the Retainer of each Eligible
Director shall be paid in a number of shares equal to the quotient of (i) 50% of
the Retainer divided by (ii) the Fair Market Value on the Retainer Payment Date.
Cash shall be paid to an Eligible Director in lieu of a fractional Share.
(b) For purposes of this Plan, "Retainer" shall mean the annual retainer
payable to an Eligible Director (as defined in Section 3) for any fiscal quarter
of the Company, the amount of which Retainer may not be changed for purposes of
this Plan more often than once every six months and "Retainer Payment Date"
shall mean the first business day of the Company's calendar quarter.
7. ADJUSTMENT AND CHANGES IN SHARES
In the event of a stock split, stock dividend, extraordinary cash dividend,
subdivision or combination of the Shares or other change in corporate structure
affecting the Shares, (a) the number of Shares authorized by the Plan shall be
increased or decreased proportionately, as the case may be, (b) the number of
Shares subject to any outstanding option shall be increased or decreased
proportionately, as the case may be, and (c) the number of Shares subject to
each option granted on or after October 26, 2000 pursuant to Section 5 of the
Plan
shall be increased or decreased proportionately, as the case may be, in each
case with an appropriate corresponding adjustment in the purchase price per
Share thereunder.
8. NO RIGHTS OF SHAREHOLDERS
Neither a Participant or a Participant's legal representative shall be, or
have any of the rights and privileges of, a shareholder of the Company in
respect of any Shares purchasable upon the exercise of any option, in whole or
in part, unless and until certificates for such Shares shall have been issued.
9. PLAN AMENDMENTS
The Plan may be amended by the Board as it shall deem advisable or to conform
to any change in any law or regulation applicable thereto; provided, that the
Board may not, without the authorization and approval of shareholders of the
Company: (i) increase the aggregate number of Shares which may be purchased
pursuant to options hereunder, except as permitted by Section 7, (ii) change the
requirement of Section 5(c) that option grants be priced at Fair Market Value,
except as permitted by Section 7, or (iii) modify in any respect the class of
individuals who constitute Eligible Directors.
10. LISTING AND REGISTRATION
Each Share shall be subject to the requirement that if at any time the Board
shall determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such Shares, no such Share may be disposed of unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any condition not acceptable to the Board.
11. EFFECTIVE DATE AND DURATION OF PLAN
The Plan shall become effective on the date of the approval of the Plan by
the Company's stockholders ("Effective Date"). The Plan shall terminate the day
following the tenth Annual Shareholders Meeting at which Directors are elected
succeeding the Effective Date unless the Plan is extended or terminated at an
earlier date by Shareholders or is terminated by exhaustion of the Shares
available for issuance hereunder.