Abercrombie & Fitch 2012 Annual Report Download - page 87

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Table of Contents
earn any incentive payment, and the level at which an executive will earn the maximum incentive payment of double the target, must be established by the
Committee no later than before 25% of the applicable bonus period has elapsed (or, if less, 90 days of such bonus period have elapsed). Actual payouts must
be based on either a straight-line or pre-established graded interpolation based on these minimum and maximum levels and the performance goals. The
Committee may, in its sole discretion, adjust payouts downward from the amount a covered employee is entitled to receive under the applicable formula.
At such time as it shall determine appropriate following the conclusion of each bonus period, the Committee shall certify, in writing, that the applicable
performance goals were satisfied and the amount of a covered employee's cash incentive compensation for such bonus period. No payments shall be made
under the Incentive Plan until such certification has been made. Any payments under the Incentive Plan shall in all events be paid no later than the fifteenth
day of the third month following the end of the fiscal year in which the applicable bonus period ends.
The maximum dollar amount to be paid for any year under the Incentive Plan to any participant may not exceed $5,000,000.
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 Code. No amendments to, or termination of, the Incentive Plan shall in any
way impair the rights of a covered employee under any award previously granted without such employee's consent.
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 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 shall be paid by such participant to the
Company upon notice from the Company as provided by the Committee.
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