Common use of Effect of Termination of Employment Clause in Contracts

Effect of Termination of Employment. (A) The grant of the RESTRICTED STOCK UNITS shall not confer upon PARTICIPANT any right to continue in the employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents. (B) Except as the COMMITTEE may at any time provide, and subject to Section 4(E) of this AGREEMENT, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY 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 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 PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY 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 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 Plan, which definition is incorporated herein by reference.

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 the its subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the its subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of the PARTICIPANT at any time in accordance with applicable law and the COMPANY’s 's or the subsidiary’s or affiliate’s 's governing corporate documents. (B) Except as the COMMITTEE may at any time provide, and subject to Section 4(E) of this AGREEMENTbelow, if the employment of the PARTICIPANT with the COMPANY and the its subsidiaries and affiliates of the COMPANY 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 the its subsidiaries or affiliates of the COMPANY 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 Long-Term Disability PlanProgram, which definition is incorporated herein by reference.

Effect of Termination of Employment. (A) The grant of the RESTRICTED STOCK UNITS AWARD shall not confer upon the PARTICIPANT any right to continue in the employment of the COMPANY or any of the its subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the its subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of the PARTICIPANT at any time in accordance with applicable law and the COMPANY’s 's or the subsidiary’s or affiliate’s 's governing corporate documents. (B) Except as the COMMITTEE may at any time provide, and subject to Section 4(E) of this AGREEMENT, if the employment of the PARTICIPANT with the COMPANY and the its subsidiaries and affiliates of the COMPANY is terminated for any reason other than death death, “retirement” or “total disability” (as defined below) prior to the lapsing of the RESTRICTED PERIOD applicable to the AWARD and/or any RESTRICTED STOCK EARNED UNITS, such RESTRICTED STOCK AWARD and/or EARNED 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 EARNED UNITS, such RESTRICTED PERIOD shall immediately lapse and the RESTRICTED STOCK EARNED UNITS (or, if prior to the end of the _____ fiscal year, the TARGET AWARD) shall become fully vested. (D) If the PARTICIPANT dies while employed by the COMPANY or one of the its subsidiaries or affiliates of the COMPANY prior to the lapsing of the RESTRICTED PERIOD applicable to any RESTRICTED STOCK EARNED UNITS, such RESTRICTED PERIOD shall immediately lapse and the RESTRICTED STOCK EARNED UNITS (or, if prior to the end of the _____ fiscal year, the TARGET AWARD) shall become fully vested. (E) Upon If the retirement PARTICIPANT retires from employment with the COMPANY at or after attaining the age of PARTICIPANT, 65 (such termination of employment a “retirement”) prior to the COMMITTEE may, but shall not be required to, shorten or terminate lapsing of the RESTRICTED PERIOD applicable to any EARNED UNITS, the RESTRICTED STOCK UNITSnumber of EARNED UNITS that would have vested during the twelve months following such retirement had the PARTICIPANT remained employed by the COMPANY (and, if such termination occurs prior to the end of fiscal year _____, based upon the actual achievement of the ADJUSTED EPS goal over the full fiscal year) shall become immediately vested (or, if such termination occurs prior to the end of fiscal year _____, shall become immediately vested upon the COMMITTEE's written certification of the achievement of the ADJUSTED EPS goal (and the extent thereof)) and any remaining EARNED UNITS and/or portion of the AWARD shall be forfeited to the COMPANY . (F) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Long-Term Disability PlanProgram, which definition is incorporated herein by reference.

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 the its subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the its subsidiaries or affiliates of the COMPANY 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 or affiliate’s governing corporate documents. (B) Except as the COMMITTEE may at any time provide, and subject to Section 4(E) of this AGREEMENTbelow, if the employment of the PARTICIPANT with the COMPANY and the its subsidiaries and affiliates of the COMPANY 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 the its subsidiaries or affiliates of the COMPANY 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 Long-Term Disability PlanProgram, which definition is incorporated herein by reference.

Effect of Termination of Employment. (A) The grant of the RESTRICTED STOCK UNITS AWARD shall not confer upon PARTICIPANT any right to continue in the employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents. (B) Except as the COMMITTEE may at any time provide, and subject to Section 4(E) of this AGREEMENT, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated by the COMPANY for “CAUSE” or as a result of PARTICIPANT’S resignation for any reason other than death or “total disabilityretirement” (as defined below) ), in either case, prior to the lapsing of the RESTRICTED PERIOD applicable to the AWARD and/or any RESTRICTED STOCK EARNED UNITS, such RESTRICTED STOCK AWARD and/or the EARNED UNITS shall be forfeited to the COMPANY. (C) If 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 PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY 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 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 AGREEMENTAGREEMENT only, “total disabilityCAUSE” shall mean: (i) PARTICIPANT’S conviction of, or entrance of a plea of guilty or nolo contendere to, a felony under federal or state law; or (ii) fraudulent conduct by PARTICIPANT in connection with the business affairs of the COMPANY; or (iii) PARTICIPANT’S willful refusal to materially perform PARTICIPANT’S duties; or (iv) PARTICIPANT’S willful misconduct which has, or would have if generally known, a materially adverse effect on the definition set forth business or reputation of the COMPANY; or (v) PARTICIPANT’S material breach of a covenant, representation, warranty or obligation of PARTICIPANT to the COMPANY. As to the grounds stated in the Abercrombie & Fitch Co. Long Term Disability Planabove-mentioned clauses (iii), which definition is incorporated herein by reference(iv), and (v), such grounds will only constitute CAUSE once the COMPANY has provided PARTICIPANT written notice and PARTICIPANT has failed to cure such issue within 30 days.

Effect of Termination of Employment. (A) The grant of the RESTRICTED STOCK UNITS AWARD shall not confer upon PARTICIPANT any right to continue in the employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents. (B) Except as the COMMITTEE may at any time provide, and subject to Section 4(E) of this AGREEMENT, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated for any reason other than death death, “retirement” or “total disability” (as defined below) prior to the lapsing of the RESTRICTED PERIOD applicable to the AWARD and/or any RESTRICTED STOCK EARNED UNITS, such RESTRICTED STOCK AWARD and/or the EARNED UNITS shall be forfeited to the COMPANY. (C) If PARTICIPANT becomes totally disabled prior to the lapsing of the RESTRICTED PERIOD applicable to any RESTRICTED STOCK EARNED UNITS, such RESTRICTED PERIOD shall immediately lapse and the RESTRICTED STOCK EARNED UNITS (or, if prior to _________, 20__, the TARGET AWARD) shall become fully vested. (D) If PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY prior to the lapsing of the RESTRICTED PERIOD applicable to any RESTRICTED STOCK EARNED UNITS, such RESTRICTED PERIOD shall immediately lapse and the RESTRICTED STOCK EARNED UNITS (or, if prior to _________, 20__, the TARGET AWARD) shall become fully vested. (E) Upon If PARTICIPANT retires from employment with the retirement COMPANY and the subsidiaries and affiliates of PARTICIPANTthe COMPANY at or after attaining the age of 65 (such termination of employment, a “retirement”) prior to the COMMITTEE may, but shall not be required to, shorten or terminate lapsing of the RESTRICTED PERIOD applicable to any EARNED UNITS, the RESTRICTED STOCK UNITSnumber of EARNED UNITS that would have vested during the 12 months following such retirement had PARTICIPANT remained employed by the COMPANY or a subsidiary or affiliate of the COMPANY (and, if such termination occurs prior to _________, 20__, based upon the actual achievement of the [ADJUSTED EPS] [CUMULATIVE ADJUSTED EPS] goal over the full _____-fiscal-year period) shall become immediately vested (or, if such termination occurs prior to _________, 20__, shall become immediately vested upon the COMMITTEE’s written certification of the achievement of the [ADJUSTED EPS][CUMULATIVE ADJUSTED EPS] goal (and the extent thereof)) and any remaining EARNED UNITS and/or portion of the AWARD shall be forfeited to the COMPANY. (F) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by reference.

Effect of Termination of Employment. (A) The grant of the RESTRICTED STOCK UNITS AWARD shall not confer upon PARTICIPANT any right to continue in the employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents. (B) Except as the COMMITTEE may at any time provide, and subject to Section 4(E) of this AGREEMENT, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated by the COMPANY for “CAUSE” or as a result of PARTICIPANT’S resignation for any reason other than death or “total disabilityretirement” (as defined below) ), in either case, prior to the lapsing of the RESTRICTED PERIOD applicable to the AWARD and/or any RESTRICTED STOCK EARNED UNITS, such RESTRICTED STOCK AWARD and/or the EARNED UNITS shall be forfeited to the COMPANY. (C) If 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 PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY 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 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 AGREEMENTAGREEMENT only, “total disabilityCAUSE” shall mean: (i) PARTICIPANT’S conviction of, or entrance of a plea of guilty or nolo contendere to, a felony under federal or state law; or (ii) fraudulent conduct by PARTICIPANT in connection with the business affairs of the COMPANY; or (iii) PARTICIPANT’S willful refusal to materially perform PARTICIPANT’S duties; or (iv) PARTICIPANT’S willful misconduct which has, or would have if generally known, a materially adverse effect on the definition set forth business or reputation of the COMPANY; or (v) PARTICIPANT’S material breach of a covenant, representation, warranty or obligation of PARTICIPANT to the COMPANY. As to the grounds stated in the Abercrombie & Fitch Co. Long Term Disability Planabove mentioned clauses (iii), which definition is incorporated herein by reference(iv), and (v), such grounds will only constitute CAUSE once the COMPANY has provided PARTICIPANT written notice and PARTICIPANT has failed to cure such issue within 30 days.

Effect of Termination of Employment. (A) The grant of the RESTRICTED STOCK UNITS AWARD shall not confer upon PARTICIPANT any right to continue in the employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents. (B) Except as the COMMITTEE may at any time provide, and subject to Section 4(E) of this AGREEMENT, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY COMPNAY is terminated for any reason other than death death, “retirement” or “total disability” (as defined below) prior to the lapsing of the RESTRICTED PERIOD applicable to the AWARD and/or any RESTRICTED STOCK EARNED UNITS, such RESTRICTED STOCK AWARD and/or the EARNED UNITS shall be forfeited to the COMPANY. (C) If PARTICIPANT becomes totally disabled prior to the lapsing of the RESTRICTED PERIOD applicable to any RESTRICTED STOCK EARNED UNITS, such RESTRICTED PERIOD shall immediately lapse and the RESTRICTED STOCK EARNED UNITS (or, if prior to __________, 20__, the TARGET AWARD) shall become fully vested. (D) If PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY prior to the lapsing of the RESTRICTED PERIOD applicable to any RESTRICTED STOCK EARNED UNITS, such RESTRICTED PERIOD shall immediately lapse and the RESTRICTED STOCK EARNED UNITS (or, if prior to___________, 20__, the TARGET AWARD) shall become fully vested. (E) Upon If PARTICIPANT retires from employment with the retirement COMPANY and the subsidiaries and affiliates of PARTICIPANTthe COMPANY at or after attaining the age of 65 (such termination of employment, a “retirement”) prior to the COMMITTEE may, but shall not be required to, shorten or terminate lapsing of the RESTRICTED PERIOD applicable to any EARNED UNITS, the RESTRICTED STOCK UNITSnumber of EARNED UNITS that would have vested during the 12 months following such retirement had PARTICIPANT remained employed by the COMPANY or a subsidiary or affiliate of the COMPANY (and, if such termination occurs prior to _________, 20__, based upon the actual achievement of the [ADJUSTED EPS][CUMULATIVE ADJUSTED EPS] goal over the full _____-fiscal-year period) shall become immediately vested (or, if such termination occurs prior to __________, 20__, shall become immediately vested upon the COMMITTEE’s written certification of the achievement of the [ADJUSTED EPS][CUMULATIVE ADJUSTED EPS] goal (and the extent thereof)) and any remaining EARNED UNITS and/or portion of the AWARD shall be forfeited to the COMPANY. (F) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by reference.

Effect of Termination of Employment. (A) The grant of the RESTRICTED STOCK UNITS SHARES shall not confer upon the PARTICIPANT any right to continue in the employment of the COMPANY or any of the its subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the its subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of the PARTICIPANT at any time in accordance with applicable law and the COMPANY’s 's or the subsidiary’s or affiliate’s 's governing corporate documents. (B) Except as the COMMITTEE may at any time provide, and subject to Section 4(E5(E) of this AGREEMENTbelow, if the employment of the PARTICIPANT with the COMPANY and the its subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below) disability prior to the lapsing of the RESTRICTED PERIOD applicable to any the RESTRICTED STOCK UNITSSHARES, such the RESTRICTED STOCK UNITS SHARES shall be forfeited to the COMPANY. (C) If the PARTICIPANT becomes "totally disabled prior to disabled" as defined in the lapsing of PLAN, the RESTRICTED PERIOD applicable to any the RESTRICTED STOCK UNITS, such RESTRICTED PERIOD SHARES shall immediately lapse and the RESTRICTED STOCK UNITS SHARES shall become fully vested. (D) If the PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY prior to the lapsing of its subsidiaries, the RESTRICTED PERIOD applicable to any the RESTRICTED STOCK UNITS, such RESTRICTED PERIOD SHARES shall immediately lapse and the RESTRICTED STOCK UNITS SHARES 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 UNITSSHARES. (F) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by reference.

Effect of Termination of Employment. (Ai) The grant Upon termination of the RESTRICTED STOCK UNITS shall not confer upon PARTICIPANT any right to continue in the your employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents. (B) Except as the COMMITTEE may at any time provideCapital One for Cause, and subject to Section 4(E) of this AGREEMENT, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below) , prior to the lapsing Date of Issuance, all Units shall immediately be forfeited (to the RESTRICTED PERIOD applicable to any RESTRICTED STOCK UNITSextent not previously vested as provided herein). For the purposes of this Agreement, such RESTRICTED STOCK UNITS “Cause” shall be forfeited defined as the willful and continued failure by you to perform substantially your duties with the Company or any affiliated company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Capital One Board of Directors (the “Board”) or the Committee that specifically identifies the manner in which the Board or the Committee believes that you have not substantially performed your duties, or the willful engaging by you in illegal conduct or gross misconduct that in either case is materially and demonstrably injurious to the COMPANY. (C) If 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 PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY 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 PARTICIPANT, the COMMITTEE may, but shall not be required to, shorten or terminate the RESTRICTED PERIOD applicable to the RESTRICTED STOCK UNITS. (F) Company. For purposes of this AGREEMENTSection 3(b), no act, or failure to act on your part shall be considered “total disabilitywillful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Company. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board, or if the Company is not the ultimate parent corporation of the affiliated companies and is not publicly-traded, the board of directors of the ultimate parent of the Company (the “Applicable Board”) or (B) the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. The cessation of your employment shall not be deemed to be for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the definition set forth affirmative vote of not less than three-quarters of the entire membership of the Applicable Board (excluding you, if you are a member of the Applicable Board) at a meeting of the Applicable Board called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity, together with your counsel, to be heard before the Applicable Board), finding that, in the Abercrombie & Fitch Co. Long Term good faith opinion of the Applicable Board, you are guilty of the conduct described in this Section 3(b)(i), and specifying the particulars thereof in detail. (ii) Upon your termination of employment as a result of your death or Disability Planon or prior to December 31, 2015, the Units shall immediately vest and the Shares shall be immediately issuable to you on the Date of Issuance; provided that the number of such Units vesting and such Shares shall be equal to the product of (x) the Target Award amount as specified above and (y) a fraction, the numerator of which definition is incorporated herein by referencethe number of days from January 1, 2013, through the date of such death or Disability and the denominator of which is 1,095; and provided further that in such case the Date of Issuance shall be as soon as practicable following your death or Disability and in all events on or before the later of December 31 of the year of termination or 2.5 months following such termination. Upon your termination of employment as a result of your death or Disability on or after January 1, 2016, but prior to the Date of Issuance, the number of Units that shall vest and the number of Shares that shall be issuable to you shall be as calculated in Section 3(a) above. (iii) Notwithstanding any other provision in this Agreement, upon your Retirement on or before December 31, 2013, all Units shall immediately be forfeited; and upon your Retirement on or after January 1, 2014, the number of Units that shall vest and the number of Shares that shall be issuable to you shall be as calculated in Section 3(a) above.

Effect of Termination of Employment. (A) The grant of the RESTRICTED STOCK UNITS shall not confer upon PARTICIPANT any right to continue in the employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the applicable subsidiary’s or affiliate’s governing corporate documents. (B) Except as the COMMITTEE may at any time provide, and subject to Section 4(E) of this AGREEMENT, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated terminated, including resignation, for any reason other than death or “total disability” (as defined belowdescribed in Sections 4(C), 4(D) and 4(E) below prior to the lapsing of the RESTRICTED PERIOD applicable to any the RESTRICTED STOCK UNITS, such all of the RESTRICTED STOCK UNITS shall be forfeited to the COMPANY. (C) If PARTICIPANT becomes totally disabled prior to the lapsing of the RESTRICTED PERIOD applicable to any the RESTRICTED STOCK UNITS, such the RESTRICTED PERIOD shall immediately lapse and the RESTRICTED STOCK UNITS shall become fully vested. (D) If PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY 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 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 Plan, which definition is incorporated herein by reference. (D) If PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY prior to the lapsing of the RESTRICTED PERIOD applicable to the RESTRICTED STOCK UNITS, the RESTRICTED PERIOD shall immediately lapse and the RESTRICTED STOCK UNITS shall become fully vested. (E) If PARTICIPANT’s employment with the COMPANY is terminated without Cause or for Good Reason (as each such term is defined in the SEVERANCE AGREEMENT) other than during the CIC Protection Period (as defined in the SEVERANCE AGREEMENT), then a prorated number of the RESTRICTED STOCK UNITS shall become vested as follows: (i) If such termination without Cause or for Good Reason occurs prior to the second anniversary of the GRANT DATE, a pro-rata portion of the RESTRICTED STOCK UNITS shall become vested, to be calculated using a fraction where the numerator is the number of days that have elapsed since the GRANT DATE and the denominator is 1,460. Any of the RESTRICTED STOCK UNITS that do not become vested pursuant to the immediately preceding sentence shall be forfeited to the COMPANY. (ii) If such termination without Cause or for Good Reason occurs after the second anniversary of the GRANT DATE but before the third anniversary of the GRANT DATE, a portion of the RESTRICTED STOCK UNITS shall become vested, to be calculated as the sum of (a) plus (b), where (a) equals half of the RESTRICTED STOCK UNITS, and (b) equals a pro-rata portion of the remaining half of the RESTRICTED STOCK UNITS, to be calculated using a fraction where the numerator is the number of days that have elapsed since the second anniversary of the GRANT DATE and the denominator is 365. Any of the RESTRICTED STOCK UNITS that do not become vested pursuant to the immediately preceding sentence shall be forfeited to the COMPANY.

Effect of Termination of Employment. (Ai) The grant If, on or after the Initial Vesting Date and prior to the last Subsequent Vesting Date, a Termination of Employment of the RESTRICTED STOCK UNITS shall not confer upon PARTICIPANT any right to continue in the employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents. (B) Except as the COMMITTEE may at any time provide, and subject to Section 4(E) of this AGREEMENT, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated Grantee occurs for any reason other than death those reasons described in Section 3(d)(ii), then all Initially Retained Performance LTIP Units that remain unvested at such time shall automatically and immediately be forfeited by the Grantee without any action by any other person or “total disability” entity and for no consideration whatsoever, and the Grantee and any beneficiary or personal representative thereof, as the case may be, will be entitled to no payments or benefits with respect to such forfeited Initially Retained Performance LTIP Units. (as defined belowii) If, on or after the Initial Vesting Date and prior to the lapsing last Subsequent Vesting Date, a Qualifying Termination of Employment of the RESTRICTED PERIOD applicable to any RESTRICTED STOCK UNITSGrantee occurs, then all of the Grantee’s Initially Retained Performance LTIP Units shall automatically and immediately vest on the date the Release becomes irrevocable; provided that, except in the case of death, such RESTRICTED STOCK UNITS shall accelerated vesting will be forfeited to subject to: (A) the COMPANY. Grantee’s compliance with any Restrictive Covenants, (B) the Grantee’s execution of a Release, and (C) such Release becoming irrevocable within sixty (60) days following the Grantee’s Termination of Employment. If PARTICIPANT becomes totally disabled prior the Grantee fails to fully satisfy the conditions described in clauses (A)–(C) above, the Grantee will forfeit all unvested Initially Retained Performance LTIP Units as of the date of the Grantee’s Termination of Employment for no consideration whatsoever and the Grantee’s rights in such forfeited Initially Retained Performance LTIP Units shall terminate. Any forfeiture of Initially Retained Performance LTIP Units as a result of a breach of any Restrictive Covenants shall be in addition to, and not in lieu of, any other rights and remedies available 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 PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY 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 PARTICIPANTCompany, the COMMITTEE may, but shall not be required to, shorten Partnership or terminate the RESTRICTED PERIOD applicable to the RESTRICTED STOCK UNITSany Subsidiary at law or in equity. 4. (F) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by reference.

Effect of Termination of Employment. (Ai) The grant Upon termination of the RESTRICTED STOCK UNITS shall not confer upon PARTICIPANT any right to continue in the your employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents. (B) Except as the COMMITTEE may at any time provideCapital One for Cause, and subject to Section 4(E) of this AGREEMENT, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below) , prior to the lapsing Date of Issuance, all Units shall immediately be forfeited (to the RESTRICTED PERIOD applicable to any RESTRICTED STOCK UNITSextent not previously vested as provided herein). For the purposes of this Agreement, such RESTRICTED STOCK UNITS “Cause” shall be forfeited defined as the willful and continued failure by you to perform substantially your duties with the Company or any affiliated company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Capital One Board of Directors (the “Board”) or the Committee that specifically identifies the manner in which the Board or the Committee believes that you have not substantially performed your duties, or the willful engaging by you in illegal conduct or gross misconduct that in either case is materially and demonstrably injurious to the COMPANY. (C) If 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 PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY 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 PARTICIPANT, the COMMITTEE may, but shall not be required to, shorten or terminate the RESTRICTED PERIOD applicable to the RESTRICTED STOCK UNITS. (F) Company. For purposes of this AGREEMENTSection 3(b), no act, or failure to act on your part shall be considered “total disabilitywillful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Company. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board, or if the Company is not the ultimate parent corporation of the affiliated companies and is not publicly-traded, the board of directors of the ultimate parent of the Company (the “Applicable Board”) or (B) the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. The cessation of your employment shall not be deemed to be for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the definition set forth affirmative vote of not less than three-quarters of the entire membership of the Applicable Board (excluding you, if you are a member of the Applicable Board) at a meeting of the Applicable Board called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity, together with your counsel, to be heard before the Applicable Board), finding that, in the Abercrombie & Fitch Co. Long Term good faith opinion of the Applicable Board, you are guilty of the conduct described in this Section 3(b)(i), and specifying the particulars thereof in detail. (ii) Upon termination of your employment as a result of your death or Disability Planon or prior to December 31, 2016, the Units shall immediately vest and the Shares shall be immediately issuable to you on the Date of Issuance; provided that the number of such Units vesting and such Shares shall be equal to the product of (x) the Target Award amount as specified above and (y) a fraction, the numerator of which definition is incorporated herein by referencethe number of days from January 1, 2014, through the date of such death or Disability and the denominator of which is 1,096; and provided further that in such case the Date of Issuance shall be as soon as practicable following your death or Disability and in all events on or before the later of December 31 of the year of termination or 2.5 months following such termination. Upon your termination of employment as a result of your death or Disability on or after January 1, 2017, but prior to the Date of Issuance, the number of Units that shall vest and the number of Shares that shall be issuable to you shall be as calculated in Section 3(a) above. (iii) Notwithstanding any other provision in this Agreement, upon your Retirement on or before December 31, 2014, all Units shall immediately be forfeited; and upon your Retirement on or after January 1, 2015, the number of Units that shall vest and the number of Shares that shall be issuable to you shall be as calculated in Section 3(a) above.

Effect of Termination of Employment. (Aa) The grant Upon the termination of Executive’s employment with the Combined Group or an Affiliate, the Restrictions on the unreleased Restricted Stock shall be released according to the following: (i) In the event the Executive terminates by reason of death or Disability, the Restrictions on the Restricted Stock shall lapse on the date of Executive’s death or Disability and the Restricted Stock shall become Released Restricted Stock. (ii) In the event a member of the RESTRICTED STOCK UNITS Combined Group or an Affiliate terminates the Executive’s employment with such company for a reason other than for cause, as defined in Section 5(c)(i) below, the Restrictions on the Restricted Stock shall not confer upon PARTICIPANT any right lapse in accordance with Section 3 of this Restricted Stock Agreement, without regard to continue the requirement that the Executive remain employed with a member of the Combined Group or an Affiliate, unless and until the Executive engages in competition in violation of Section 10 hereof or violates the nondisclosure provisions set forth in Section 11 hereof. (iii) In the event the Executive voluntarily terminates employment as a direct result of the Executive being diagnosed with a terminal medical condition, the Restrictions on the Restricted Stock shall lapse on the earlier of Executive’s death or the lapse date set forth in Section 3 of this Restricted Stock Agreement, unless and until the Executive engages in competition in violation of Section 10 hereof or violates the nondisclosure provisions set forth in Section 11 hereof. (b) In the event the Executive attains Retirement Age while in the employment employ of the COMPANY Combined Group or an Affiliate, the restrictions on 50% of the Restricted Stock shall lapse on the date of the Executive attaining Retirement Age and such Restricted Stock shall become Released Restricted Stock. The restrictions on the remaining 50% of Restricted Stock shall lapse in accordance with Section 3 of this Restricted Stock Agreement. (c) Notwithstanding anything herein to the contrary, but subject to Section 5(a) above, no release of Restricted Stock shall be made, and all unreleased Restricted Stock issued hereunder and all rights under this Agreement shall be forfeited, if any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents.following events shall occur: (Bi) Except as the COMMITTEE may at any time provide, and subject to Section 4(E) of this AGREEMENT, if the The Executive’s employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY Combined Group or an Affiliate 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 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 PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY 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 PARTICIPANT, the COMMITTEE may, but shall not be required to, shorten or terminate the RESTRICTED PERIOD applicable to the RESTRICTED STOCK UNITS. (F) cause. For purposes of this AGREEMENTAgreement, “total disabilityfor cause” shall have be defined as any action or inaction by the definition Executive, which constitutes fraud, embezzlement, misappropriation, dishonesty, breach of trust, a felony or moral turpitude, as determined by its Board of Directors; (ii) The Executive voluntarily terminates employment with the Combined Group or an Affiliate prior to Retirement unless such voluntary termination is directly related to death, Disability or the Executive being diagnosed with a terminal medical condition; (iii) The Executive shall engage in competition, as more particularly described in Section 10 hereof, either (A) during the term of his employment with the Combined Group or an Affiliate; (B) following the Executive’s voluntary termination of his employment with the Combined Group or an Affiliate; or (C) following the employing company’s termination of the Executive’s employment for any reason; or (iv) The Executive violates the nondisclosure provisions set forth in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by referenceSection 11 hereof.

Effect of Termination of Employment. (A) The grant of the opportunity to earn RESTRICTED STOCK UNITS SHARES as contemplated by this AGREEMENT shall not confer upon the PARTICIPANT any right to continue in the employment of the COMPANY or any of the its subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the its subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of the PARTICIPANT at any time in accordance with applicable law and the COMPANY’s 's or the subsidiary’s or affiliate’s 's governing corporate documents. (B) Except as the COMMITTEE may at any time provide, and subject to Section 4(E) of this AGREEMENT, if If the employment of the PARTICIPANT with the COMPANY and the its subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below) disability prior to the lapsing of the RESTRICTED PERIOD applicable to any the EARNED RESTRICTED STOCK UNITSSHARES, such the EARNED RESTRICTED STOCK UNITS SHARES shall be forfeited to the COMPANY. The COMMITTEE shall have no discretion to shorten or terminate the period over which it will be determined if the PERFORMANCE-BASED GOALS in respect of the 200__ FISCAL YEAR have been met or exceeded. (C) If the PARTICIPANT becomes "totally disabled prior to disabled" as defined in the lapsing of PLAN, the RESTRICTED PERIOD applicable to any the EARNED RESTRICTED STOCK UNITS, such RESTRICTED PERIOD SHARES shall immediately lapse and the EARNED RESTRICTED STOCK UNITS SHARES shall become fully vested. The COMMITTEE shall have no discretion to shorten or terminate the period over which it will be determined if the PERFORMANCE-BASED GOALS in respect of the 200__ FISCAL YEAR have been met or exceeded. (D) If the PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY prior to the lapsing of the RESTRICTED PERIOD applicable to any RESTRICTED STOCK UNITSits subsidiaries, such RESTRICTED PERIOD shall immediately lapse and the RESTRICTED STOCK UNITS shall become fully vested. (E) Upon the retirement of PARTICIPANT, the COMMITTEE may, but shall not be required to, shorten or terminate the RESTRICTED PERIOD applicable to the EARNED RESTRICTED STOCK UNITS. (F) For purposes of this AGREEMENT, “total disability” SHARES shall immediately lapse and the EARNED RESTRICTED SHARES shall become fully vested. The COMMITTEE shall have no discretion to shorten or terminate the definition set forth period over which it will be determined if the PERFORMANCE-BASED GOALS in respect of the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by reference200__ FISCAL YEAR have been met or exceeded.

Effect of Termination of Employment. (A) The grant of the RESTRICTED STOCK UNITS SHARES shall not confer upon the PARTICIPANT any right to continue in the employment of the COMPANY or any of the its subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the its subsidiaries or affiliates of the COMPANY 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 or affiliate’s governing corporate documents. (B) Except as the COMMITTEE may at any time provide, and subject to Section 4(E5(E) of this AGREEMENTbelow, if the employment of the PARTICIPANT with the COMPANY and the its subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below) disability prior to the lapsing of the RESTRICTED PERIOD applicable to any the RESTRICTED STOCK UNITSSHARES, such the RESTRICTED STOCK UNITS SHARES shall be forfeited to the COMPANY. (C) If the PARTICIPANT becomes “totally disabled prior to disabled” as defined in the lapsing of PLAN, the RESTRICTED PERIOD applicable to any the RESTRICTED STOCK UNITS, such RESTRICTED PERIOD SHARES shall immediately lapse and the RESTRICTED STOCK UNITS SHARES shall become fully vested. (D) If the PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY prior to the lapsing of its subsidiaries, the RESTRICTED PERIOD applicable to any the RESTRICTED STOCK UNITS, such RESTRICTED PERIOD SHARES shall immediately lapse and the RESTRICTED STOCK UNITS SHARES 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 UNITSSHARES. (F) For purposes of this AGREEMENT, “total disability” shall have the definition set forth in the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by reference.

Effect of Termination of Employment. (Aa) The grant Upon the termination of the RESTRICTED STOCK UNITS Executive's employment for Cause, neither the Executive nor the Executive's beneficiaries or estate shall have any further rights to compensation under this Agreement or any claims against the Company arising out of this Agreement, except the right to receive (i) the unpaid portion of the Base Salary provided for in Section 4.1, earned through the Termination Date (the "Unpaid Salary Amount"), and (ii) reimbursement for any expenses for which the Executive shall not confer upon PARTICIPANT have theretofore been reimbursed, as provided in Section 4.6 (the "Expense Reimbursement Amount"). All options granted to the Executive shall terminate on the Termination Date. (b) Upon the termination of the Executive's employment (i) as a result of the Executive's death or Disability, or (ii) the termination of this Agreement by the Executive without Good Reason, neither the Executive nor the Executive's beneficiaries or estate shall have any further rights to compensation under this Agreement or any claims against the Company arising out of this Agreement, except the right to continue in receive (x) the employment Unpaid Salary Amount, (y) the Expense Reimbursement Amount and (z) accrued and unpaid amounts owed to the Executive under Section 4.3 hereof through the Termination Date, including a pro-rata entitlement to such amounts equal to the award to which the Executive would have been entitled at the end of the COMPANY applicable fiscal period pro-rated for the period of the Executive's employment during such fiscal period (collectively, the "Additional Payments"). (c) Upon the termination of the Executive's employment without Cause and not as a result of a Disability or by the Executive for Good Reason, neither the Executive nor the Executive's beneficiaries or estate shall have any further rights to compensation under this Agreement or any claims against the Company arising out of this Agreement, except the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way Executive shall have the right to receive (i) the Unpaid Salary Amount, (ii) the Expense Reimbursement Amount, (iii) severance compensation equal to the Base Salary for the lesser of (a) the COMPANY or any remaining term of this Agreement (as if this Agreement was not terminated) and (b) twelve (12) months, all of which is payable within thirty (30) days following the subsidiaries or affiliates Termination Date and (iv) the Additional Payments. (d) Upon the termination of this Agreement by the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time Executive in accordance with applicable law and Section 6(c), neither the COMPANY’s Executive nor the Executive's beneficiaries or estate shall have any further rights to compensation under this Agreement or any claims against the subsidiary’s or affiliate’s governing corporate documents. (B) Except as the COMMITTEE may at any time provide, and subject to Section 4(E) Company arising out of this AGREEMENTAgreement, if except the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY 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 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 PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY 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 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” Executive shall have the definition set forth in right to receive (i) the Abercrombie & Fitch Co. Long Term Disability PlanUnpaid Salary Amount, which definition is incorporated herein by reference(ii) the Expense Reimbursement Amount, (iii) severance compensation equal to the Base Salary for the remaining term of this Agreement (as if this Agreement was not terminated) and (iv) the Additional Payments.

Effect of Termination of Employment. (A) The grant of Except as specified below, if the RESTRICTED STOCK UNITS shall not confer upon PARTICIPANT any right Employee ceases to continue in be employed by, or provide services to, the employment of Company before the COMPANY or any of Distribution Date, the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documentsAward will be forfeited. (Ba) Except as In the COMMITTEE may at any time provideevent Employee’s Continuous Employment is terminated prior to the relevant Distribution Date on account of death, and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such death, then Employee shall upon death be deemed to have fully satisfied all of the Conditions of Transfer in paragraph 5 and to have met the target level of performance with respect to the goal set forth in Appendix A, and Employee’s rights hereunder with respect to any such Performance Shares shall inure to the benefit of Employee’s executors, administrators, personal representatives and assigns. [Performance Shares transferred as a result of death shall not be subject to Section 4(Ethe Holding Requirement.] (b) of this AGREEMENT, if In the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY event Employee’s Continuous Employment is terminated for any reason other than death or “total disability” prior to the Distribution Date on account of Employee’s Retirement (as defined below) ), and if Employee had otherwise met the requirements of Continuous Employment, Non-competition and No Improper Conduct from the Grant Date through the date of such Retirement, and provided that Employee continues to meet the requirements of Non-competition and No Improper Conduct, then Employee’s rights hereunder with respect to any outstanding Performance Shares shall continue in the same manner as if Employee continued to meet the Continuous Employment requirement through the Distribution Date related to the Award, except not for that portion of Performance Shares granted less than one year prior to Employee’s termination equal to such number of shares multiplied by the lapsing ratio of (a) the number of days after the termination date and before the first anniversary of the RESTRICTED PERIOD applicable to any RESTRICTED STOCK UNITSGrant Date, such RESTRICTED STOCK UNITS shall be forfeited to over (b) the COMPANY. number of days in the twelve (C12) If PARTICIPANT becomes totally disabled prior to month period following 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 PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY 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 PARTICIPANT, the COMMITTEE may, but shall not be required to, shorten or terminate the RESTRICTED PERIOD applicable to the RESTRICTED STOCK UNITS. (F) Grant Date. For purposes of this AGREEMENTAgreement, “total disabilityRetirement” shall have mean termination of employment on account of Disability (as defined in Section 2.19 of the definition Plan) or by retiring with the specific approval of the Committee on or after such date on which Employee has attained age 55 and completed ten (10) Years of Service. [Performance Shares transferred as a result of Disability shall not be subject to the Holding Requirement.] Except as set forth in the Abercrombie & Fitch Co. Long Term Disability Planthis paragraph 7 above, which definition is incorporated herein by referenceno other transfer of rights with respect to Performance Shares shall be permitted pursuant to this Agreement.

Effect of Termination of Employment. (Aa) The grant In the event that Employee (i) shall cease to be employed by the Company prior to a Change of the RESTRICTED STOCK UNITS shall not confer upon PARTICIPANT any right to continue in the employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents. (B) Except as the COMMITTEE may at any time provide, and subject to Section 4(E) of this AGREEMENT, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated Control for any reason other than Employee’s gross and willful misconduct during the course of employment, including but not limited to wrongful appropriation of the Company funds or the commission of a gross misdemeanor or felony, Employee’s Retirement, or Employee’s death or “total disability” Disability, or (as defined belowii) shall Resign after a Change of Control and prior to an Adverse Change, then Employee shall have the lapsing right to exercise the Option at any time within three months after such termination of employment or Resignation to the extent of the RESTRICTED PERIOD applicable full number of shares Employee was entitled to any RESTRICTED STOCK UNITSpurchase under the Option on the date of termination or Resignation, such RESTRICTED STOCK UNITS subject to the condition that no Option shall be forfeited to exercisable after the COMPANYexpiration of the term of the option. (Cb) If PARTICIPANT becomes totally disabled prior In the event that Employee’s employment with the Company is terminated by the Company within two years after a Change of Control, except as provided in Subsection 4(c) hereof, Employee shall have the right to exercise the Option at any time within three months after such termination of employment with respect to the lapsing full number of the RESTRICTED PERIOD applicable shares subject to any RESTRICTED STOCK UNITS, such RESTRICTED PERIOD shall immediately lapse and the RESTRICTED STOCK UNITS shall become fully vestedthis Option. (Dc) If PARTICIPANT dies while In the event that Employee shall cease to be employed by the COMPANY or one Company by reason of Employee’s gross and willful misconduct during the course of employment, including but not limited to wrongful appropriation of the subsidiaries Company funds or affiliates the commission of a gross misdemeanor or felony, the option shall be terminated as of the COMPANY prior to the lapsing date of the RESTRICTED PERIOD applicable to any RESTRICTED STOCK UNITS, such RESTRICTED PERIOD shall immediately lapse and the RESTRICTED STOCK UNITS shall become fully vestedmisconduct. (Ed) Upon If Employee shall die while in the retirement employ of PARTICIPANTthe Company or within three months after termination of employment for any reason other than gross and willful misconduct, including but not limited to wrongful appropriation of the COMMITTEE mayCompany funds or the commission of a gross misdemeanor or felony, but or become Disabled while in the employ of the Company and Employee shall not have fully exercised the Option, such Option may be required toexercised at any time within twelve months after Employee’s death or Disability by the personal representatives or administrators, shorten or terminate if applicable guardian, of Employee or by any person or persons to whom the RESTRICTED PERIOD option is transferred by will or the applicable laws of descent and distribution, to the RESTRICTED STOCK UNITSextent of the full number of shares Employee was entitled to purchase under the Option on the date of death, Disability or termination of employment, if earlier, and subject to the condition that no option shall be exercisable after the expiration of the term of the Option. (Fe) For purposes of this AGREEMENTIn the event Employee Retires, “total disability” then Employee shall have the definition set forth in right to exercise the Abercrombie & Fitch Co. Long Term Disability Plan, which definition is incorporated herein by referenceOption at any time after such Retirement and until the term of this Option expires to the extent of the full number of shares Employee was entitled to purchase under the Option on the date of Retirement.

Effect of Termination of Employment. (A) The grant of the RESTRICTED STOCK UNITS AWARD shall not confer upon PARTICIPANT any right to continue in the employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents. (B) Except as the COMMITTEE may at any time provide, and subject to Section 4(E) of this AGREEMENT, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below) prior to the lapsing of the RESTRICTED PERIOD applicable to the AWARD and/or any RESTRICTED STOCK EARNED UNITS, such RESTRICTED STOCK AWARD and/or the EARNED UNITS shall be forfeited to the COMPANY. (C) If PARTICIPANT becomes totally disabled prior to the lapsing of the RESTRICTED PERIOD applicable to any RESTRICTED STOCK EARNED UNITS, such RESTRICTED PERIOD shall immediately lapse and the RESTRICTED STOCK EARNED UNITS (or, if prior to _______, 20__, the TARGET AWARD) shall become fully vested. (D) If PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY prior to the lapsing of the RESTRICTED PERIOD applicable to any RESTRICTED STOCK EARNED UNITS, such RESTRICTED PERIOD shall immediately lapse and the RESTRICTED STOCK EARNED UNITS (or, if prior to _________, 20__, the TARGET AWARD) shall become fully vested. (E) Upon the retirement of 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 Plan, which definition is incorporated herein by reference.

Effect of Termination of Employment. (Ai) The grant Upon termination of the RESTRICTED STOCK UNITS shall not confer upon PARTICIPANT any right to continue in the your employment of the COMPANY or any of the subsidiaries or affiliates of the COMPANY or interfere with or limit in any way the right of the COMPANY or any of the subsidiaries or affiliates of the COMPANY to modify the terms of or terminate the employment of PARTICIPANT at any time in accordance with applicable law and the COMPANY’s or the subsidiary’s or affiliate’s governing corporate documents. (B) Except as the COMMITTEE may at any time provideCapital One for Cause, and subject to Section 4(E) of this AGREEMENT, if the employment of PARTICIPANT with the COMPANY and the subsidiaries and affiliates of the COMPANY is terminated for any reason other than death or “total disability” (as defined below) , prior to the lapsing Date of Issuance, all Units shall immediately be forfeited (to the RESTRICTED PERIOD applicable to any RESTRICTED STOCK UNITSextent not previously vested as provided herein). For the purposes of this Agreement, such RESTRICTED STOCK UNITS “Cause” shall be forfeited defined as the willful and continued failure by you to perform substantially your duties with the Company or any affiliated company (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Capital One Board of Directors (the “Board”) or the Committee that specifically identifies the manner in which the Board or the Committee believes that you have not substantially performed your duties, or the willful engaging by you in illegal conduct or gross misconduct that in either case is materially and demonstrably injurious to the COMPANY. (C) If 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 PARTICIPANT dies while employed by the COMPANY or one of the subsidiaries or affiliates of the COMPANY 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 PARTICIPANT, the COMMITTEE may, but shall not be required to, shorten or terminate the RESTRICTED PERIOD applicable to the RESTRICTED STOCK UNITS. (F) Company. For purposes of this AGREEMENTSection 3(b), no act, or failure to act on your part shall be considered “total disabilitywillful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Company. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board, or if the Company is not the ultimate parent corporation of the affiliated companies and is not publicly-traded, the board of directors of the ultimate parent of the Company (the “Applicable Board”) or (B) the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. The cessation of your employment shall not be deemed to be for Cause unless and until there shall have been delivered to you a copy of a resolution duly adopted by the definition set forth affirmative vote of not less than three-quarters of the entire membership of the Applicable Board (excluding you, if you are a member of the Applicable Board) at a meeting of the Applicable Board called and held for such purpose (after reasonable notice is provided to you and you are given an opportunity, together with your counsel, to be heard before the Applicable Board), finding that, in the Abercrombie & Fitch Co. Long Term good faith opinion of the Applicable Board, you are guilty of the conduct described in this Section 3(b)(i), and specifying the particulars thereof in detail. (ii) Upon your termination of employment as a result of your death or Disability Planon or prior to December 31, 2014, the Units shall immediately vest and the Shares shall be immediately issuable to you on the Date of Issuance; provided that the number of such Units vesting and such Shares shall be equal to the product of (x) the Target Award amount as specified above and (y) a fraction, the numerator of which definition is incorporated herein by referencethe number of days from January 1, 2012, through the date of such death or Disability and the denominator of which is 1,096; and provided further that in such case the Date of Issuance shall be as soon as practicable following your death or Disability and in all events on or before the later of December 31 of the year of termination or 2.5 months following such termination. Upon your termination of employment as a result of your death or Disability on or after January 1, 2015, but prior to the Date of Issuance, the number of Units that shall vest and the number of Shares that shall be issuable to you shall be as calculated in Section 3(a) above. (iii) Notwithstanding any other provision in this Agreement, upon your Retirement on or before December 31, 2012, all Units shall immediately be forfeited; and upon your Retirement on or after January 1, 2013, the number of Units that shall vest and the number of Shares that shall be issuable to you shall be as calculated in Section 3(a) above.