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Abercrombie & Fitch Co/DE – ‘10-Q’ for 7/30/16 – ‘EX-10.12’

On:  Tuesday, 9/6/16, at 5:11pm ET   ·   For:  7/30/16   ·   Accession #:  1018840-16-115   ·   File #:  1-12107

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  As Of               Filer                 Filing    For·On·As Docs:Size

 9/06/16  Abercrombie & Fitch Co/DE         10-Q        7/30/16   63:6.1M

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    578K 
 6: EX-10.10    Material Contract                                   HTML     43K 
 7: EX-10.11    Material Contract                                   HTML     24K 
 8: EX-10.12    Material Contract                                   HTML     24K 
 2: EX-10.5.2   Material Contract                                   HTML     24K 
 3: EX-10.6     Material Contract                                   HTML     64K 
 4: EX-10.7     Material Contract                                   HTML     64K 
 5: EX-10.8     Material Contract                                   HTML     76K 
 9: EX-31       Certification -- §302 - SOA'02                      HTML     26K 
10: EX-32       Certification -- §906 - SOA'02                      HTML     22K 
17: R1          Document and Entity Information                     HTML     43K 
18: R2          Condensed Consolidated Statements of Operations     HTML     97K 
                and Comprehensive Loss (Unaudited)                               
19: R3          Condensed Consolidated Balance Sheets (Unaudited)   HTML     96K 
20: R4          Condensed Consolidated Balance Sheets (Unaudited)   HTML     29K 
                (Parenthetical)                                                  
21: R5          Condensed Consolidated Statements of Cash Flows     HTML     99K 
                (Unaudited)                                                      
22: R6          Basis of Presentation                               HTML     42K 
23: R7          Net Loss Per Share                                  HTML     43K 
24: R8          Fair Value                                          HTML     74K 
25: R9          Property and Equipment, Net                         HTML     34K 
26: R10         Income Taxes                                        HTML     23K 
27: R11         Share-Based Compensation                            HTML    136K 
28: R12         Derivative Instruments                              HTML    123K 
29: R13         Accumulated Other Comprehensive Loss                HTML     95K 
30: R14         Segment Reporting                                   HTML     58K 
31: R15         Contingencies                                       HTML     26K 
32: R16         Basis of Presentation Nature of Business            HTML     22K 
                (Policies)                                                       
33: R17         Basis of Presentation Principles of Consolidation   HTML     23K 
                (Policies)                                                       
34: R18         Basis of Presentation Fiscal Years (Policies)       HTML     23K 
35: R19         Contingencies (Policies)                            HTML     22K 
36: R20         Basis of Presentation Recent Accounting             HTML     37K 
                Pronouncements (Tables)                                          
37: R21         Net Loss Per Share (Table)                          HTML     41K 
38: R22         Fair Value (Tables)                                 HTML     68K 
39: R23         Property and Equipment, Net (Tables)                HTML     27K 
40: R24         Share-Based Compensation (Tables)                   HTML    116K 
41: R25         Derivative Instruments (Tables)                     HTML    117K 
42: R26         Accumulated Other Comprehensive Loss (Tables)       HTML     92K 
43: R27         Segment Reporting (Tables)                          HTML     54K 
44: R28         Net Loss Per Share (Details)                        HTML     37K 
45: R29         Fair Value (Assets and Liabilities at Fair Value)   HTML     60K 
                (Details)                                                        
46: R30         Property and Equipment, Net (Details)               HTML     33K 
47: R31         Share-Based Compensation (Details)                  HTML     59K 
48: R32         Share-Based Compensation (Stock Option Activity)    HTML     55K 
                (Details)                                                        
49: R33         Share-Based Compensation (Stock Appreciation        HTML     65K 
                Rights Activity) (Details)                                       
50: R34         Share-Based Compensation (Restricted Stock Units    HTML     76K 
                Activity) (Details)                                              
51: R35         Share-Based Compensation (Restricted Stock Units    HTML     39K 
                Assumptions) (Details)                                           
52: R36         Derivative Instruments (Outstanding Foreign         HTML     37K 
                Exchange Forward Contracts) (Details)                            
53: R37         Derivative Instruments (Derivative Fair Values on   HTML     49K 
                the Condensed Consolidated Balance Sheets)                       
                (Details)                                                        
54: R38         Derivative Instruments (Derivative Gains (Losses)   HTML     40K 
                on the Condensed Consolidated Statement of                       
                Operations) (Details)                                            
55: R39         Derivative Instruments (Details)                    HTML     56K 
56: R40         Accumulated Other Comprehensive Loss (Details)      HTML     49K 
57: R41         Segment Reporting (Segment Reporting Information,   HTML     27K 
                by Segment) (Details)                                            
58: R42         Segment Reporting (Net Sales by Brand) (Details)    HTML     25K 
59: R43         Segment Reporting (Sales by Geographic Area)        HTML     24K 
                (Details)                                                        
60: R44         Contingencies (Details)                             HTML     22K 
62: XML         IDEA XML File -- Filing Summary                      XML    101K 
61: EXCEL       IDEA Workbook of Financial Reports                  XLSX     52K 
11: EX-101.INS  XBRL Instance -- anf-20160730                        XML   1.58M 
13: EX-101.CAL  XBRL Calculations -- anf-20160730_cal                XML    152K 
14: EX-101.DEF  XBRL Definitions -- anf-20160730_def                 XML    479K 
15: EX-101.LAB  XBRL Labels -- anf-20160730_lab                      XML   1.20M 
16: EX-101.PRE  XBRL Presentations -- anf-20160730_pre               XML    701K 
12: EX-101.SCH  XBRL Schema -- anf-20160730                          XSD    125K 
63: ZIP         XBRL Zipped Folder -- 0001018840-16-000115-xbrl      Zip    157K 


‘EX-10.12’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



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  Exhibit  


EXHIBIT 10.12

Certificate regarding Approval of Amendment of Section 3(b) of the
Abercrombie & Fitch Co. Amended and Restated 2007 Long-Term Incentive Plan
by Board of Directors of Abercrombie & Fitch Co. on August 20, 2014

The undersigned hereby certifies that he is the duly elected, qualified and acting Senior Vice President, General Counsel and Secretary of Abercrombie & Fitch Co., a Delaware corporation (the “Company”); that a regular meeting of the Board of Directors of the Company was duly called and held on August 20, 2014, at which regular meeting a quorum of the directors of the Company was at all times present; and that the Board of Directors duly approved the amendment of Section 3(b) of the Abercrombie & Fitch Co. Amended and Restated 2007 Long-Term Incentive Plan to read as set forth on Annex A attached hereto and incorporated herein by this reference.

IN WITNESS WHEREOF, the undersigned Senior Vice President, General Counsel and Secretary of Abercrombie & Fitch Co., acting for and on behalf of the Company, has hereunto set his hand this 6th day of September, 2016.

 
 
 
 
 
 
 
 
 
 
 
 
Senior Vice President, General Counsel and Secretary of Abercrombie & Fitch Co.
 





Annex A
Abercrombie & Fitch Co.

Amendment to Section 3(b) of Abercrombie & Fitch Co.
Amended and Restated 2007 Long-Term Incentive Plan

3. Administration

(b) Manner of Exercise of Committee Authority. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may act through subcommittees, including for purposes of perfecting exemptions under Rule 16b-3 or qualifying Awards under Code Section 162(m) as performance-based compensation, in which case the subcommittee shall be subject to and have authority under the charter applicable to the Committee, and the acts of the subcommittee shall be deemed to be acts of the Committee hereunder. The Committee may delegate the administration of the Plan to one or more officers or employees of the Company, and such administrator(s) may have the authority to grant Awards under the Plan, as may be determined by the Committee from time to time, to execute and distribute Award agreements or other documents evidencing or relating to Awards granted by the Committee under this Plan, to maintain records relating to Awards, to process or oversee the issuance of Stock under Awards, to interpret and administer the terms of Awards and to take such other actions as may be necessary or appropriate for the administration of the Plan and of Awards under the Plan, provided that in no case shall any such administrator be authorized (i)  to take any action that would result in the loss of an exemption under Rule 16b-3 for Awards granted to or held by Participants who at the time are subject to Section 16 of the Exchange Act in respect of the Company or that would cause Awards intended to qualify as “performance-based compensation” under Code Section 162(m) to fail to so qualify, (ii) to take any action inconsistent with Section 157 and other applicable provisions of the Delaware General Corporation Law, or (iii) to make any determination required to be made by the Committee under the New York Stock Exchange corporate governance standards applicable to listed company compensation committees (currently, Rule 303A.05). Any action by any such administrator within the scope of its delegation shall be deemed for all purposes to have been taken by the Committee and, except as otherwise specifically provided, references in this Plan to the Committee shall include any such administrator. The Committee established pursuant to Section 1.3(a) and, to the extent it so provides, any subcommittee, shall have sole authority to determine whether to review any actions and/or interpretations of any such administrator, and if the Committee shall decide to conduct such a review, any such actions and/or interpretations of any such administrator shall be subject to approval, disapproval or modification by the Committee.




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:9/6/164
For Period end:7/30/16
8/20/14
 List all Filings 


4 Subsequent Filings that Reference this Filing

  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
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Filing Submission 0001018840-16-000115   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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