EXHIBIT 10.22
STOCK OPTION AGREEMENT
(Nonstatutory Stock Option - 2003 Stock Plan for Non-Associate Directors)
This STOCK OPTION 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 ________________________ (the
"OPTIONEE").
WITNESSETH:
WHEREAS, pursuant to the provisions of the 2003 Stock Plan for
Non-Associate Directors of the COMPANY (the "PLAN"), on the first business day
of each of the second fiscal quarter and the fourth fiscal quarter of each
fiscal year of the COMPANY, the COMPANY is to automatically grant to each
individual then serving as a director of the COMPANY who is not an employee of
the COMPANY or any of its affiliates (an "ELIGIBLE DIRECTOR"), an option to
purchase Two Thousand Five Hundred (2,500) shares of Class A Common Stock, $0.01
par value (the "SHARES"), of the COMPANY; and
WHEREAS, the OPTIONEE is an ELIGIBLE DIRECTOR of the COMPANY on the GRANT
DATE;
NOW, THEREFORE, in consideration of the premises, the parties hereto make
the following agreement, intending to be legally bound thereby:
1. Grant of OPTION. The COMPANY hereby grants to the OPTIONEE an option
(the "OPTION") to purchase Two Thousand Five Hundred (2,500) SHARES of the
COMPANY (subject to adjustment as provided in Section 3 of this AGREEMENT). The
OPTION is not intended to qualify as an incentive stock option under Section 422
of the Internal Revenue Code of 1986, as amended (the "CODE").
2. Terms and Conditions of the OPTION.
(A) OPTION Price. The purchase price (the "OPTION PRICE") to be paid
by the OPTIONEE to the COMPANY upon the exercise of the OPTION shall be $_______
per share, which is the per share closing price of the SHARES of the COMPANY as
reported on the New York Stock Exchange on the GRANT DATE, subject to adjustment
as provided in Section 3 of this AGREEMENT.
(B) Exercise of the OPTION. Except as provided under Sections 4 and
6 of this AGREEMENT, the OPTION may not be exercised until the first anniversary
of the GRANT DATE, provided the OPTIONEE is an ELIGIBLE DIRECTOR of the COMPANY
on such date. Thereafter, except as otherwise provided in this AGREEMENT, the
OPTION may be exercised in full or in part at any time prior to the date of
expiration of the OPTION term.
The grant of the OPTION shall not confer upon the OPTIONEE any right to
continue to serve as a director of the COMPANY.
(C) OPTION Term. The OPTION shall in no event be exercisable after
the expiration of ten years from the GRANT DATE.
(D) Method of Exercise. The OPTION may be exercised by giving
written notice of exercise to the Board of Directors of the COMPANY (the
"BOARD"), in care of the __________________________ of the COMPANY, stating the
number of SHARES subject to the OPTION in respect of which the OPTION is being
exercised. Payment for all such SHARES shall be made to the COMPANY at the time
the OPTION is exercised in United States dollars in cash (including certified
check). Payment for such SHARES may also be made (i) by tender of SHARES of the
COMPANY already owned by the OPTIONEE for at least six months (either by actual
delivery of the already-owned SHARES or by attestation) and having a fair market
value (based on the closing sale price of the SHARES as reported on the New York
Stock Exchange or, if the SHARES are not traded on the New York Stock Exchange,
"fair market value" as defined in the PLAN) on the date of tender equal to the
OPTION PRICE or (ii) by a combination of the delivery of cash and the tender of
already-owned SHARES. After payment in full for the SHARES purchased under the
OPTION has been made, the COMPANY shall take all such actions as are necessary
to deliver an appropriate certificate or other evidence of ownership
representing the SHARES purchased upon the exercise of the OPTION as promptly
thereafter as is reasonably practicable.
(E) Tax Withholding. The COMPANY shall have the right to require the
OPTIONEE to remit to the COMPANY an amount sufficient to satisfy any applicable
federal, state and local tax withholding requirements in respect of the exercise
of the OPTION. These tax withholding requirements may be satisfied in one of
several ways, including:
(i) The OPTIONEE may give the COMPANY cash equal to the amount
required to be withheld or tender SHARES of the COMPANY already owned by the
OPTIONEE for at least six months by actual delivery of the already-owned SHARES
and having a fair market value (based on the closing sale price of the SHARES as
reported on the New York Stock Exchange or, if the 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 SHARES otherwise issuable upon
exercise of the OPTION having a fair market value (based on the closing sale
price of the SHARES as reported on the New York Stock Exchange or, if the 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).
3. Adjustments and Changes in the SHARES.
(A) If there is a change in the outstanding SHARES of the COMPANY by
reason of a stock dividend, stock split, recapitalization, extraordinary
dividend, merger, consolidation, combination, spin-off, distribution of assets
to stockholders, exchange of shares, or other similar corporate change, the
BOARD shall appropriately adjust the number of SHARES subject to the OPTION as
well as the OPTION PRICE and any other factors, limits or terms of the
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OPTION as may be necessary to reflect such event. Fractional SHARES resulting
from any adjustment in the OPTION pursuant to this Section 3(A) shall be rounded
down to the nearest whole number of SHARES.
(B) Notice of any adjustment pursuant to this Section 3 shall be
given by the COMPANY to the OPTIONEE.
4. Acceleration of OPTION. Upon the occurrence of a "Change of Control"
(as such term is defined in the PLAN), the unexercised portion of the OPTION
(whether or not then exercisable by its terms) shall become immediately vested
and exercisable in full.
5. Non-Transferability of OPTION. The OPTION may not be assigned,
alienated, pledged, attached, sold or otherwise transferred, encumbered or
disposed of by the OPTIONEE otherwise than by will or the laws of descent and
distribution, and during the OPTIONEE's lifetime, the OPTION may be exercised
only by the OPTIONEE or by the OPTIONEE's guardian or legal representative.
Notwithstanding the foregoing, the OPTION may be transferred pursuant to a
qualified domestic relations order, as defined in Section 414(p) of the CODE or
any successor provision.
6. Exercise After Termination of Service as Director of the COMPANY.
(A) Upon termination of the OPTIONEE's service as a director of the
COMPANY for any reason other than death or total disability, the OPTION may be
exercised (to the extent that the OPTION was then vested and exercisable) at any
time within one year after the date upon which the OPTIONEE ceases to be a
director of the COMPANY, subject to the provisions of Section 2(C) of this
AGREEMENT.
(B) If the OPTIONEE becomes "totally disabled" as defined in the
PLAN, the OPTION shall become immediately vested and exercisable in full, and
the OPTION may be exercised at any time within one year after the OPTIONEE has
been determined to be totally disabled, subject to the provisions of Section
2(C) of this AGREEMENT.
(C) If the OPTIONEE dies while serving as a director of the COMPANY,
the OPTION shall become immediately vested and exercisable in full by the
OPTIONEE's estate or by the person who acquires the right to exercise the OPTION
upon the OPTIONEE's death by bequest or inheritance. The OPTION may be exercised
at any time within one year after the date of the OPTIONEE's death, subject to
the provisions of Section 2(C) of this AGREEMENT.
7. Restrictions on Transfers of SHARES. Anything contained in this
AGREEMENT or elsewhere to the contrary notwithstanding, the COMPANY may postpone
the issuance and delivery of SHARES upon any exercise of the OPTION until
completion of any stock exchange listing or registration or other qualification
of such SHARES under any state or federal law, rule or regulation as the COMPANY
may consider appropriate; and may require the OPTIONEE when exercising the
OPTION to make such representations and furnish such information as the COMPANY
may consider appropriate in connection with the issuance of the SHARES in
compliance with applicable laws, rules and regulations. SHARES issued and
delivered upon exercise of the OPTION shall be subject to such restrictions on
trading, including appropriate
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legending of certificates to that effect, as the COMPANY, in its discretion,
shall determine are necessary to satisfy applicable laws, rules and regulations.
8. Rights of the OPTIONEE as a Stockholder. The OPTIONEE shall have no
rights as a stockholder of the COMPANY with respect to any SHARES of the COMPANY
covered by the OPTION until the date of issuance to the OPTIONEE of a
certificate or other evidence of ownership representing such SHARES.
9. PLAN as Controlling. All terms and conditions of the PLAN applicable to
the OPTION 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 OPTIONEE acknowledges receipt of a copy of
the PLAN and of the Prospectus related to the PLAN.
10. 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.
11. Rights and Remedies Cumulative. All rights and remedies of the COMPANY
and of the OPTIONEE 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.
12. 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.
13. 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.
14. 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.
15. Entire Agreement. This AGREEMENT, including the PLAN incorporated
herein by reference, constitutes the entire agreement between the COMPANY and
the OPTIONEE 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 OPTIONEE, is authorized to make any representation, warranty or
other promise not contained in this AGREEMENT. No change, termination or
attempted waiver of any
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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.
16. Successors and Assigns of the COMPANY. This AGREEMENT shall inure to
the benefit of and be binding upon the successors and assigns (including
successive, as well as immediate, successors and assigns) of the COMPANY.
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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 OPTIONEE has executed this AGREEMENT, in
each case effective as of the GRANT DATE.
COMPANY:
ABERCROMBIE & FITCH CO.
By: ____________________________
Its: ___________________________
Title: _________________________
OPTIONEE:
________________________________
Printed Name: __________________
Address:
________________________________
________________________________
________________________________
Social Security Number: ________
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