Abercrombie & Fitch 2008 Annual Report Download - page 136

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Exhibit 10.50
ABERCROMBIE & FITCH CO.
DIRECTORS’ DEFERRED COMPENSATION PLAN (PLAN II)
The Company adopted the Abercrombie & Fitch Co. Directors’ Deferred Compensation Plan effective October 1, 1998. Effective
immediately before January 1, 2005, the Plan is divided into two separate deferred compensation plans, one of which shall be named
“Plan I” and the other of which shall be named “Plan II.” Any “amounts deferred” in taxable years beginning before January 1, 2005,
under Plan I (within the meaning of Code Section 409A) and any earnings thereon shall be governed by the terms of Plan I as in effect
on October 3, 2004, and it is intended that such amounts and the earnings thereof shall be exempt from the application of Code
Section 409A. Nothing contained herein is intended to materially enhance a benefit or right existing under Plan I as of October 3,
2004, or add a new material benefit or right to Plan I. Any “amount deferred” in taxable years beginning on or after January 1, 2005
(within the meaning of Code Section 409A) and any earnings thereon shall be governed by the terms and conditions of this Plan II.
Section 1. PURPOSE — The Company desires and intends to recognize the value to the Company of the past and present services of
its Directors, to encourage their continued service to the Company and to be able to attract and retain superior Directors by adopting
and implementing this Plan to provide such Directors an opportunity to defer compensation otherwise payable to them from the
Company. In addition, the Company desires to allow such Directors an opportunity to participate in the performance of the Common
Shares of the Company by providing that amounts deferred under this Plan may be credited to a Participant’s Deferred Compensation
Account as Common Shares.
Section 2. CERTAIN DEFINITIONS — The following terms will have the meanings provided below.
“Additions” means the credits applied to Deferred Compensation Accounts as provided in Section 4 hereof.
“Annual Retainer” means, with respect to any calendar year or other period, the retainer which, absent an election to defer
hereunder, would be payable to a Participant for services rendered to the Board or its committees during those pay periods beginning
in the given calendar year or other period.
“Beneficiary” means the person or persons designated by a Participant in accordance with the Plan to receive payment of the
remaining balance of the Participant’s Deferred Compensation Account in the event of the death of the Participant prior to the
Participant’s receipt of the entire amount credited to his or her Deferred Compensation Account.
“Board” means the Board of Directors of the Company.
“Change in Control” means the occurrence of a “change in the ownership,” a “change in the effective control,” or a “change in the
ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A.
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Source: ABERCROMBIE & FITCH CO /DE/, 10-K, March 27, 2009 Powered by Morningstar® Document Research℠