Abercrombie & Fitch 2012 Annual Report Download - page 80

Table of Contents
pre-established target, to previous years' results or to a designated comparison group, in each case as specified by the Compensation Committee: (i) gross
sales, net sales, or comparable store sales; (ii) gross margin, cost of goods sold, mark-ups or mark-downs; (iii) selling, general and administrative expenses;
(iv) operating income, earnings from operations, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or
special items; (v) net income or net income per common share (basic or diluted); (vi) inventory turnover or inventory shrinkage; (vii) return on assets, return
on investment, return on capital, or return on equity; (viii) cash flow, free cash flow, cash flow return on investment, or net cash provided by operations;
(ix) economic profit or economic value created; (x) stock price or total stockholder return; and (xi) market penetration, geographic expansion or new concept
development; customer satisfaction; staffing; diversity; training and development; succession planning; employee satisfaction; acquisitions or divestitures of
subsidiaries, affiliates or joint ventures. These factors may be adjusted by the Compensation Committee to eliminate the effects of charges for restructurings,
discontinued operations, extraordinary items and all items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in
occurrence or related to the disposal of a segment of a business or related to a change in accounting principle all as determined in accordance with standards
established by Opinion No. 30 of the Accounting Principles Board or other applicable or successor accounting provisions, as well as the cumulative effect of
accounting changes, in each case as determined in accordance with generally accepted accounting principles or identified in the Company's financial
statements or notes to the financial statements. These performance goals may (but need not) be based on an analysis of historical performance and growth
expectations for the Company, financial results of other comparable businesses and progress toward achieving the Company's long-range strategic plan.
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If at any time after the date on which an Incentive Plan participant has received payments under the Incentive Plan pursuant to the achievement of a
performance goal, the Compensation Committee determines that the earlier determination as to the achievement of the performance goal was based on
incorrect data and that in fact the performance goal had not been achieved or had been achieved to a lesser extent than originally determined and a portion of
such payment would not have been paid, given the correct data, then such portion of any such payment paid to the Incentive Plan participant must be paid by
such participant to the Company upon notice from the Company as provided by the Compensation Committee.
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and Termination
The Board may, from time to time, alter, amend, suspend or terminate the Incentive Plan as it shall deem advisable, subject to any requirement for
stockholder approval imposed by applicable law, including Section 162(m) of the Internal Revenue Code. No amendments to, or termination of, the Incentive
Plan shall in any way impair the rights of a participant under any award previously granted without such participant's consent.
Plan Benefits
Future awards under the Incentive Plan will be made at the discretion of the Compensation Committee (subject to the terms of the Incentive Plan) and,
accordingly, are not yet determinable. Awards made to the NEOs under the Incentive Plan in respect of Fiscal 2011 are shown in the "Fiscal 2011 Summary
Compensation Table" on page 56 in the "Non-Equity Incentive Plan Compensation" column.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" RE-APPROVAL OF THE ABERCROMBIE & FITCH CO.
INCENTIVE COMPENSATION PERFORMANCE PLAN
Required Vote
Re-approval of the Incentive Plan requires the affirmative vote of a majority in voting interest of the stockholders present in person or by proxy and
voting thereon. Under the applicable NYSE Rules, broker non-votes will not be treated as votes cast. Abstentions will be treated as votes cast and will have
the effect of a vote "AGAINST" the proposal.
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