Abercrombie & Fitch 2012 Annual Report Download - page 71

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Table of Contents
For purposes of the Jeffries Agreement:
"Cause" means that Mr. Jeffries (i) has pled "guilty" or "no contest" to or has been convicted of an act which is defined as a felony under federal
or state law, or (ii) has engaged in willful misconduct that could reasonably be expected to harm the Company's business or its reputation.
"Change of Control" means an occurrence of a nature that would be required to be reported by the Company in response to Item 6(e) of
Schedule 14A of Regulation 14A under the Exchange Act. Without limiting the inclusiveness of the definition in the preceding sentence, a Change of
Control of the Company will be deemed to have occurred as of the first day that any one or more of the following conditions is satisfied: (i) any person
is or becomes the "beneficial owner" (as that term is defined in Rule 13d-3 under the Exchange 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 American Stock Transfer & Trust
Company, LLC, as successor Rights Agent (the "Rights Agreement"); or (ii) any of the following occur: (A) 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; (B) 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; (C) any complete liquidation or dissolution of the Company; (D) any
reorganization, reverse stock split or recapitalization of the Company that would result in a Change of Control as otherwise defined in this paragraph; or
(E) any transaction or series of related transactions having, directly or indirectly, the same effect as any of the foregoing.
"Good Reason" means the occurrence of any of the following without Mr. Jeffries' prior written consent: (i) the failure to continue him as
Chairman and CEO of the Company; (ii) the failure of the Board to nominate him for election to the Board at the Company's annual meeting of
stockholders; (iii) a material diminution in his duties; (iv) a reduction in or a material delay in payment of his total cash compensation and benefits
including the SERP; (v) the Company, the Board or any person controlling the Company requires him to be based outside of the United States; and
(vi) the failure of the Company to obtain the assumption in writing of the Company's obligation to perform the Jeffries Agreement by any successor.
Michael S. Jeffries
Normal Course of Business
Cash
Severance
Benefits
Continuation
Equity
Value(1)
Retirement
Plan Value(2) Total
Severance For Cause $ — $ — $ — $ 11,628,921 $ 11,628,921
Voluntary $ — $ — $ — $ 26,212,540 $ 26,212,540
Retirement $ — $ — $ — $ 26,212,540 $ 26,212,540
Death $ 10,900,000(3) $ — $ 49,040,591 $ 11,628,921 $ 71,569,512
Not for Cause $ 3,900,000(4) $ 251,604(5) $ 49,040,591 $ 26,212,540 $ 79,404,735
Good Reason $ 3,900,000(4) $ 251,604(5) $ 49,040,591 $ 26,212,540 $ 79,404,735
Disability $ 4,200,000(6) $ 377,406(7) $ 49,040,591 $ 26,212,540 $ 79,830,537
Change of Control
Cash
Severance
Benefits
Continuation
Equity
Value(1)
Retirement
Plan Value (2) Total
Severance For Cause $ — $ — $ — $ 11,628,921 $ 11,628,921
Voluntary $ — $ — $ — $ 26,212,540 $ 26,212,540
Retirement $ — $ — $ — $ 26,212,540 $ 26,212,540
Death $ 10,900,000 (3) $ — $ 49,040,591 $ 11,628,921 $ 71,569,512
Not for Cause $ 3,900,000(4) $ 251,604(5) $ 75,218,618 $ 26,212,540 $ 105,582,762
Good Reason $ 3,900,000(4) $ 251,604(5) $ 75,218,618 $ 26,212,540 $ 105,582,762
Disability $ 4,200,000(6) $ 377,406(7) $ 49,040,591 $ 26,212,540 $ 79,830,537
67