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As Of Filer Filing For·On·As Docs:Size 12/12/18 Abercrombie & Fitch Co/DE 10-Q 11/03/18 65:6.8M |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 612K 2: EX-10.1 Material Contract HTML 125K 3: EX-10.2 Material Contract HTML 98K 4: EX-31.1 Certification -- §302 - SOA'02 HTML 28K 5: EX-31.2 Certification -- §302 - SOA'02 HTML 28K 6: EX-32.1 Certification -- §906 - SOA'02 HTML 24K 13: R1 Document and Entity Information HTML 40K 14: R2 Condensed Consolidated Statements of Operations HTML 91K and Comprehensive Income (Loss) (Unaudited) 15: R3 Condensed Consolidated Balance Sheets (Unaudited) HTML 102K 16: R4 Condensed Consolidated Balance Sheets (Unaudited) HTML 30K (Parenthetical) 17: R5 Condensed Consolidated Statements of Cash Flows HTML 103K (Unaudited) 18: R6 Basis of Presentation HTML 60K 19: R7 Net Income (Loss) Per Share HTML 42K 20: R8 Fair Value HTML 89K 21: R9 Property and Equipment, Net HTML 31K 22: R10 Income Taxes HTML 36K 23: R11 Borrowings HTML 44K 24: R12 Share-Based Compensation HTML 142K 25: R13 Derivative Instruments HTML 112K 26: R14 Accumulated Other Comprehensive Loss HTML 92K 27: R15 Segment Reporting HTML 55K 28: R16 Contingencies HTML 31K 29: R17 Basis of Presentation Nature of Business HTML 23K (Policies) 30: R18 Basis of Presentation Principles of Consolidation HTML 25K (Policies) 31: R19 Basis of Presentation Fiscal Years (Policies) HTML 24K 32: R20 Basis of Presentation Revenue Recognition HTML 31K (Policies) 33: R21 Contingencies (Policies) HTML 24K 34: R22 Basis of Presentation Recent Accounting HTML 43K Pronouncements (Tables) 35: R23 Net Income (Loss) Per Share (Table) HTML 42K 36: R24 Fair Value (Tables) HTML 87K 37: R25 Property and Equipment, Net (Tables) HTML 28K 38: R26 Share-Based Compensation (Tables) HTML 123K 39: R27 Derivative Instruments (Tables) HTML 111K 40: R28 Accumulated Other Comprehensive Loss (Tables) HTML 92K 41: R29 Segment Reporting (Tables) HTML 55K 42: R30 Basis of Presentation Revenue Recognition HTML 27K (Details) 43: R31 Basis of Presentation Impact from Adoption of HTML 31K Revenue Accounting Standards (Details) 44: R32 Basis of Presentation Recent Accounting HTML 23K Pronouncements (Details) 45: R33 Net Income (Loss) Per Share (Details) HTML 37K 46: R34 Fair Value (Assets and Liabilities at Fair Value) HTML 66K (Details) 47: R35 Property and Equipment, Net (Details) HTML 34K 48: R36 Income Taxes (Details) HTML 27K 49: R37 Income Taxes Income Taxes (Tax Cuts and Jobs Act HTML 40K of 2017) (Details) 50: R38 Borrowings (Details) HTML 66K 51: R39 Share-Based Compensation (Details) HTML 60K 52: R40 Share-Based Compensation (Restricted Stock Units HTML 91K Activity) (Details) 53: R41 Share-Based Compensation (Restricted Stock Units HTML 43K Assumptions) (Details) 54: R42 Derivative Instruments (Outstanding Foreign HTML 35K Exchange Forward Contracts) (Details) 55: R43 Derivative Instruments (Derivative Fair Values on HTML 50K the Condensed Consolidated Balance Sheets) (Details) 56: R44 Derivative Instruments (Derivative Gains (Losses) HTML 41K on the Condensed Consolidated Statement of Operations) (Details) 57: R45 Derivative Instruments (Details) HTML 57K 58: R46 Accumulated Other Comprehensive Loss (Details) HTML 49K 59: R47 Segment Reporting (Segment Reporting Information, HTML 26K by Segment) (Details) 60: R48 Segment Reporting (Net Sales by Brand) (Details) HTML 26K 61: R49 Segment Reporting (Sales by Geographic Area) HTML 25K (Details) 62: R50 Contingencies (Details) HTML 25K 64: XML IDEA XML File -- Filing Summary XML 114K 63: EXCEL IDEA Workbook of Financial Reports XLSX 67K 7: EX-101.INS XBRL Instance -- anf-20181103 XML 1.70M 9: EX-101.CAL XBRL Calculations -- anf-20181103_cal XML 163K 10: EX-101.DEF XBRL Definitions -- anf-20181103_def XML 615K 11: EX-101.LAB XBRL Labels -- anf-20181103_lab XML 1.45M 12: EX-101.PRE XBRL Presentations -- anf-20181103_pre XML 871K 8: EX-101.SCH XBRL Schema -- anf-20181103 XSD 151K 65: ZIP XBRL Zipped Folder -- 0001018840-18-000060-xbrl Zip 189K
Exhibit |
Position | Senior Vice President & General Counsel, reporting to Fran Horowitz, Chief Executive Officer |
Start Date | To be determined |
Base
Salary | $550,000 annually; paid bi-weekly Annual salary adjustments based on: (1) Your performance (2) Economic factors (i.e. business conditions, inflation, job market, etc.) Your annual salary will be reviewed again in March 2020. |
Bonus Program | You will be eligible to participate
in A&F’s Designated Officer Annual Incentive Compensation (IC) Program at a target payout level of 60% of your annual base salary and a maximum payout of 120% of your annual base salary. At the base salary quoted in this offer, your target annual payout is $330,000, and your maximum annual payout is $660,000. Your IC eligibility for 2018 will be pro-rated based on your start date. IC for you and other Designated Officers will be based on annual Company financial results, and if earned will be paid in March following conclusion of the prior Fiscal Year, subject to participants’ being actively employed on the payout date. (Please note that the Designated Officer Annual IC Program is subject to change each year in the discretion of the Compensation Committee of the A&F Board of Directors (the “Compensation Committee”)). |
Inducement
Equity Grant: Restricted Stock Units (RSUs) | Subject to you starting employment with us on or before October 1, 2018, and further subject to approval of the Compensation Committee (or its designee) and to the terms and conditions of the grant, you will receive an inducement equity grant with an approximate total value of $150,000, in the form of A&F Restricted Stock Units (RSUs). The actual number of RSUs granted will be based on the share closing price on the date of the grant, which will occur (subject to Compensation Committee approval) at the next regularly scheduled meeting of the Compensation Committee following your Start Date or as soon as practicable thereafter. Upon vesting, one RSU converts to one share of A&F
stock. Subject to continued employment with A&F, these RSUs will vest annually on the date of grant ratably over the next four years. |
2019 Annual Equity Grant | Subject to satisfactory performance and continued employment, Management will recommend to the Compensation Committee that an equity grant equal in value to approximately $500,000 be awarded to you as part of A&F’s Fiscal Year 2019 annual equity grant process. The vesting schedule, types of awards, and other terms and conditions will be consistent with grants made during the 2019 annual grant process to other Designated Officers. |
Executive
Severance Agreement (ESA) | In consideration of (and as a condition of) this offer of employment and your continued employment following hire, you agree to enter into an Executive Severance Agreement (ESA) in the form attached as Exhibit A to this offer letter. The ESA includes severance protection and other benefits for you, as well as protections for the company such as non-competition and non-solicitation provisions. |
Benefits | You will be eligible to participate in various A&F
benefit programs as set forth in this letter and other relevant documents. All benefit programs are subject to change in accordance with A&F’s policies and procedures. |
A&F Qualified Savings | As of the first of the following month of your start date, you will be eligible to participate in the Abercrombie & Fitch Co. Savings and Retirement Plan. As a participant in this plan, you will be eligible to defer up to 50% of your base salary and bonus payouts, or up to the IRS maximum annual deferral limit ($18,500 for 2018), whichever is less. After one year of employment, the first 5% of your base salary and bonus payouts
that you defer into this plan will be matched by A&F at 100%. The maximum level of pensionable compensation allowed by the IRS is $275,000 for 2018. Company matching contributions and earnings are always 100% vested. |
A&F Non-Qualified Savings Plan | After 30 days of employment, you will be eligible to participate in the Abercrombie & Fitch Co. Non-Qualified Savings Plan. This plan allows you to defer up to 75% of your base salary each year, and up to 75% of your Bonus payouts. The company will match the first 3% that you defer on
a dollar-for-dollar basis. Company contributions and earnings vest 100% after 5 years of continuous service on the anniversary date of employment. |
Healthcare Coverage | After one month of employment, you will be eligible to participate in our Healthcare Benefit plans. For 2018, the associate contribution required for these benefits is as follows: |
Medical/Dental | Vision | ||
Single
Coverage | $ 44.00 bi-weekly | $ 2.08 bi-weekly | |
Single (+) Spouse | $ 120.00 bi-weekly | $ 3.68 bi-weekly | |
Single (+) Child(ren) | $ 90.00 bi-weekly | $ 4.34 bi-weekly | |
Family Coverage | $
145.00 bi-weekly | $ 6.75 bi-weekly |
Life & Disability Insurance | After one month of employment, you will automatically be enrolled in A&F’s Life & Disability Insurance plans. |
Flexible Spending Account (FSA) | After one month of employment, you will be eligible to participate in A&F’s
Flexible Spending Account (FSA) plan. FSAs allow you to save money by paying for certain healthcare expenses with pre-tax dollars via automatic payroll deductions. |
Associate Assistance Program (AAP) | After one month of employment, you will automatically be enrolled in A&F’s Associate Assistance Program (AAP). The AAP gives you or any covered dependents access to free, confidential psychological, financial or legal counseling through our AAP provider. Up to 8 free visits, per specific issue, are available through the AAP. |
A&F
Gym | Effective upon hire, you will be eligible to join the A&F Gym, our state of the art 8,000 square foot on-site fitness facility. The cost of membership can be paid via automatic payroll deduction after you enroll. |
Merchandise Discount | You will receive a discount of 40% on qualifying purchases at all Abercrombie & Fitch and abercrombie kids stores. You will also receive a discount of 30% on qualifying purchases at all Hollister Co. stores. (Please note that this benefit is subject to the terms of the Associate Discount Policy as set forth in our Associate Handbook.) |
Paid
Time Off (PTO) /Holidays | You will be eligible for 33 paid time off (PTO) days per fiscal year. PTO will be pro-rated during the first year based on your start date. Unused PTO days do not carry over into subsequent fiscal years. A&F also grants 8 paid holidays to all home office associates annually. |
Additional A&F Perks | In addition to benefits listed above, you will be eligible for the following A&F Perks: ● Volunteer Day ● Summer Hours ●
On-Site Café ● Varsity Field and Equipment ● Stock Purchase Plan Please see the Home Office Associate Handbook or your Associate Relations Representative for more information on these programs. |
Background/Reference Inquiry and Work Authorization | This offer of employment
is contingent on successful completion of background and reference checks, and on successful demonstration of your authorization to work in the United States. Please complete the enclosed Fair Credit Reporting Act Disclosure and Authorization Form (attached as Exhibit B) and return it along with your signed copy of this employment offer letter. |
/s/ John Gabrielli |
Senior Vice President, Human Resources |
(1) | The Company will continue to pay the Executive’s Base Salary (as defined below) during
the period beginning on the Executive’s Termination Date and continuing for eighteen months thereafter (“Salary Continuation”). This Salary Continuation payment shall be paid in bi-weekly installments, consistent with the Company’s payroll practices. Subject to Sections 4(c) and 4(d) hereof, the first such payment shall be made on the first payroll date following the Release Effective Date, such payment to include all payments that would have otherwise been payable between the Termination Date and the date of such payment. |
(2) | The
Company will pay to the Executive, at such time as those executives who are actively employed with the Company would receive payments under the Company’s short-term cash bonus plan in which the Executive was eligible to participate immediately prior to the Termination Date (but in no event later than |
(3) | Subject to the Executive's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), during the period in which Salary Continuation is in effect, the
Company shall reimburse the Executive for 100% of the monthly premium costs of COBRA coverage, less applicable withholding taxes on such reimbursement; provided, however, that the Company's obligation to provide such benefits shall cease upon the earlier of (i) the Executive's becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive's right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 2(a)(3) if it would result in the imposition of excise taxes on the
Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). |
(1) | The Company will pay the Executive an amount equal to eighteen months of the Executive's Base Salary in effect on the Termination Date. Subject to Sections 4(c) and 4(d) hereof, such amount shall be payable in a lump sum on the sixtieth (60th) day following the Termination Date, except
to the extent that such amount becomes payable on account of a termination that occurs during the three month period preceding a Change of Control. To that extent, the amount shall be paid at the time described in Section 2(a)(1) to the extent necessary to avoid the imposition of tax penalties under Section 409A of the Code. |
(2) | The Company will pay Executive an amount equal to 1.5 times the Executive's Target Bonus. Subject to Sections 4(c) and 4(d) hereof, such amount shall be payable in a lump sum on the sixtieth (60th) day following the
Termination Date. |
(3) | Subject to the Executive's timely election of continuation coverage under COBRA for a period of eighteen months following the Termination Date, the Company shall reimburse the Executive for 100% of the monthly premium costs of COBRA coverage, less applicable withholding taxes on such reimbursement; provided, however, that the Company's obligation to provide such benefits shall cease upon the earlier of (i) the Executive's becoming eligible for such benefits as the result of employment with another employer
and (ii) the expiration of the Executive's right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 2(d)(3) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable). |
(1) | Base
Salary. For the purpose of this Agreement, “Base Salary” shall mean the Executive’s annual rate of base salary as in effect on the applicable date; provided, however, that if the Executive’s employment with the Company is being terminated by the Executive for Good Reason as a result of a reduction in the Executive’s Base Salary, then “Base Salary” shall, for purposes of the definition of “Good Reason” and Section 3 of this Agreement, constitute the Executive’s Base Salary as in effect prior to such reduction. |
(2) | Cause. For
purposes of this Agreement, "Cause" shall mean: (i) the Executive’s conviction of, or entrance of a plea of guilty or nolo contendere to, a felony under federal or state law; (ii) fraudulent conduct by the Executive in connection with the business affairs of the Company; (iii) the Executive’s willful refusal to materially perform the Executive’s duties hereunder; (iv) the Executive’s willful misconduct which has, or would have if generally known, a materially adverse effect on the business or reputation of the company; or (v) the Executive’s material breach of a covenant, representation, warranty or obligation of the Executive to the Company. With respect to
the circumstances in subsections (iii), (iv), and (v), above, such circumstances will only constitute “Cause” once the Company has provided the Executive written notice and the Executive has failed |
(3) | Change
of Control. For purposes of this Agreement, "Change of Control" shall have the same meaning as such term is defined in the Company’s 2016 Long-Term Incentive Plan for Associates; provided, however, that for purposes of this Agreement, such definition shall only apply to the extent that the event that constitutes such a “Change of Control” also constitutes a “change in ownership or control” as such term is defined in Section 409A of the United States Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance issued thereunder (“Section 409A of the Code”). |
(4) | Good
Reason. For purposes of this Agreement, “Good Reason” shall mean, without the Executive’s written consent: (i) a reduction in the Executive’s Base Salary or Target Bonus as in effect from time to time; (ii) a material reduction (including as a result of any co-sharing of responsibilities arrangement) of the Executive’s authority, responsibilities, or duties, (iii) a requirement that the Executive be based at a location in excess of 50 miles from the location of its principal executive office as of the date of this Agreement; (iv) the Company fails to obtain the written assumption of its obligations to the Executive under this Agreement by a successor no later than the consummation of a Change of Control; (v) a material breach by the Company of its obligations to the
Executive under this Agreement; or (vi) in anticipation or contemplation of or following a Change of Control, as defined above, a material adverse change in the Executive’s reporting structure; which in each of the circumstances described above, is not remedied by the Company within 30 days of receipt of written notice by the Executive to the Company; so long as the Executive provides such written notice to the Company no later than 90 days following the first date the event giving rise to a claim of Good Reason exists; |
(5) | Target
Bonus. “Target Bonus” shall mean the percentage of the Executive’s Base Salary equal to the Executive’s short-term cash bonus opportunity under the terms of the applicable short-term cash bonus program in which the Executive is entitled to participate in respect of the fiscal year of the Company in which the Termination Date occurs (if any); provided, however, that if the Executive’s employment with the Company is terminated by the Executive for Good Reason as a result of a reduction in the Executive’s Target Bonus, then “Target Bonus” shall mean the Executive’s Target Bonus as in effect immediately prior to such reduction. |
(a) | This Agreement is intended to avoid the imposition of taxes and/or
penalties under Section 409A of the Code. The parties agree that this Agreement shall at all times be interpreted, construed and operated in a manner to avoid the imposition of taxes and/or penalties under with Section 409A of the Code. To the extent required for compliance with Section 409A of the Code, all references to a termination of employment and separation from service shall mean “separation from service” as defined in Section 409A of the Code, and the date of such “separation from service” shall be referred to as the “Termination Date”. |
(b) | All reimbursements provided under this Agreement shall comply with Section 409A of the
Code and shall be subject to the following requirement: (i) the amount of expenses eligible for reimbursement, during the Executive’s taxable year may not affect the expenses eligible for reimbursement to be provided in another taxable year; and (ii) the reimbursement of an eligible expense must be made by December 31 following the taxable year in which the expense was incurred. The right to reimbursement is not subject to liquidation or exchange for another benefit. |
(c) | Notwithstanding anything in this Agreement to the contrary, for purposes of the period specified in this Agreement relating to the timing of the Executive’s execution of the Release as a condition of the
Company’s obligation to provide any severance payments or benefits, if such period would begin in one taxable year and end in a second taxable year, any payment otherwise due to the Executive upon execution of the Release shall be made in the second taxable year and without regard to when the Release was executed or became irrevocable. |
(d) | If the Executive is a “specified employee” (as defined under Section 409A of the Code) on the Executive’s Termination Date, to the extent that any amount payable under this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code (and is not otherwise excepted from Section 409A of the Code coverage by virtue
of being considered “separation pay” or a “short term deferral” or otherwise) and is payable to Executive based upon a separation from service, such amount shall not be paid until the first day following the six (6) month anniversary of the Executive’s Termination Date or the Executive’s death, if earlier. |
(e) | To the maximum extent permitted under Section 409A of the Code, the payments and benefits under this Agreement are intended to meet the requirements of the short-term deferral exemption under Section 409A of the Code and the “separation pay exception” under Treasury Regulation §1.409A-1(b)(9)(iii). Any right to a series of installment payments shall be treated as a
right to a series of separate payments for purposes of Section 409A of the Code. |
(f) | All amounts due and payable under this Agreement shall be paid less all amounts required to be withheld by law, including all applicable federal, state and local withholding taxes and deductions. |
(a) | For the purposes of this Section 6, the term “Company” shall include Abercrombie & Fitch Management Co. and all of its subsidiaries,
parent companies and affiliates thereof |
(b) | Non-Disclosure and Non-Use. The Executive shall not, during the Term and at all times thereafter, without the written authorization of the Chief Executive Officer (“CEO”) of the Company or such other executive governing body as may exist in lieu of the CEO, (hereinafter referred to as the “Executive Approval”), use (except for the benefit of the Company) any Confidential
and Trade Secret Information relating to the Company. The Executive shall hold in strictest confidence and shall not, without the Executive Approval, disclose to anyone, other than directors, officers, employees and counsel of the Company in furtherance of the business of the Company, any Confidential and Trade Secret Information relating to the Company. For purposes of this Agreement, “Confidential and Trade Secret Information” includes: the general or specific nature of any concept in development, the business plan or development schedule of any concept, vendor, merchant or customer
lists or other processes, know-how, designs, formulas, methods, software, improvements, technology, new products, marketing and selling plans, business plans, development schedules, budgets and unpublished financial statements, licenses, prices and costs, suppliers, and information regarding the skills, compensation or duties of employees, independent contractors or consultants of the Company and any other information about the Company that is proprietary or confidential. Notwithstanding the foregoing, nothing herein shall prevent the Executive from disclosing Confidential and Trade Secret Information to the extent required by law or by any court or regulatory authority having actual or apparent authority to require such disclosure or in connection with any litigation or arbitration involving this
Agreement. |
(d) | Non-Competition. For the period of Executive’s
employment with the Company and its subsidiaries and for twelve (12) months following Executive’s Termination Date with the Company and its subsidiaries for any reason (the “Non-Competition Period”), Executive shall not, directly or indirectly, without the Executive Approval, own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any entity listed on Appendix A attached to this Agreement,
or any of their current or future divisions, subsidiaries or affiliates (whether majority or minority owned), even if said division, subsidiary or affiliate becomes unrelated to the entity on Appendix A at some future date, or any other entity engaged in a business that is competitive with the Company in any part of the world in which the Company conducts business or is actively preparing or considering conducting business (“Competing Entity”); provided, however, that the “beneficial ownership” by the Executive, either individually or by a “group” in which the Executive is a member (as such terms are used
in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), of less than 2% of the voting stock of any publicly held corporation shall not be a violation of this Section 6(d). The Executive acknowledges and agrees that any consideration that the Executive received in respect of any non-competition covenant in favor of the Company or its subsidiaries entered into prior to the date hereof shall be incorporated herein as consideration for the promises set forth in this Section 6(d) and that the provisions contained in this Section 6(d) shall supersede any prior non-competition covenants between the Executive and the
Company or its subsidiaries. |
(e) | Non-Solicitation. For the period of Executive’s employment with the Company and its subsidiaries and for twenty-four (24) months following Executive’s Termination Date |
(f) | Confidentiality of this Agreement. Unless this Agreement is required to be publicly disclosed under applicable U.S. securities laws, the Executive agrees that, during the Term and at all times thereafter, the Executive shall not speak about, write about, or otherwise publicize or disclose to any third party the terms of this Agreement or any fact concerning its negotiation, execution or implementation, except with (i) an attorney, accountant, or other advisor engaged by the Executive; (ii) the Internal Revenue Service or other governmental agency upon proper request;
or (iii) the Executive’s immediate family; provided, that all such persons agree in advance to keep said information confidential and not to disclose it to others. This Section 6(f) shall not prohibit Executive from disclosing the terms of this Section 6 to a prospective employer. |
(g) | Remedies. The Executive agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Executive therefore
also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all persons and/or entities acting for and/or with the Executive, without having to prove damages. The terms of this Section 6(g) shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Executive. The Executive and the Company further agree that the confidentiality provisions and the covenants not to compete and solicit contained in this Section
6 are reasonable and that the Company would not have entered into this Agreement but for the inclusion of such covenants herein. The parties agree that the prevailing party shall be entitled to all costs and expenses, including reasonable attorneys' fees and costs, in addition to any other remedies to which either may be entitled at law or in equity in connection with the enforcement of the covenants set forth in this Section 6. Should a court with jurisdiction determine, however, that all or any portion of the covenants set forth in this Section 6 is unreasonable, either in period of time, geographical area, or otherwise, the parties hereto agree that such covenants or portion thereof should be interpreted and enforced to the maximum extent that such court deems reasonable. In the event of any violation of the provisions of this Section 6, the Executive acknowledges and agrees that
the post-termination restrictions contained in this Section 6 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post- |
(a) | This
Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Company shall require any successor or assign to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. The term “the Company” as used herein shall include any such successors and assigns to the Company's business and/or assets. The term “successors and assigns” as used herein
shall mean a corporation or other entity acquiring or otherwise succeeding to, directly or indirectly, all or substantially all the assets and business of the Company (including this Agreement) whether by operation of law or otherwise. |
(b) | Neither this Agreement nor any right or interest hereunder shall be assignable or |
/s/ Fran Horowitz |
Chief Executive Officer |
Abercrombie & Fitch Co. |
American
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Urban Outfitters, Inc. | Aeropostale, Inc. |
Polo Ralph Lauren Corporation | Ascena Retail Group |
Lululemon Athletica, Inc. | Levi Strauss & Co. |
L Brands (formerly known as Limited Brands, including, without limitation,
Victoria’s Secret, Pink, Bath & Body Works, La Senza and Henri Bendel) | Express, Inc. |
Nike, Inc. | Under Armour, Inc. |
Amazon.com, Inc. |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 12/12/18 | |||
For Period end: | 11/3/18 | |||
10/1/18 | ||||
9/3/18 | ||||
8/24/18 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/24 Abercrombie & Fitch Co./DE 10-K 2/03/24 100:51M 3/27/23 Abercrombie & Fitch Co./DE 10-K 1/28/23 100:14M 3/28/22 Abercrombie & Fitch Co./DE 10-K 1/29/22 104:13M 3/29/21 Abercrombie & Fitch Co./DE 10-K 1/30/21 107:14M |