Attached files
file | filename |
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EXCEL - IDEA: XBRL DOCUMENT - AMERICAN EAGLE OUTFITTERS INC | Financial_Report.xls |
10-Q - FORM 10-Q - AMERICAN EAGLE OUTFITTERS INC | l42433e10vq.htm |
EX-15 - EX-15 - AMERICAN EAGLE OUTFITTERS INC | l42433exv15.htm |
EX-10.2 - EX-10.2 - AMERICAN EAGLE OUTFITTERS INC | l42433exv10w2.htm |
EX-32.2 - EX-32.2 - AMERICAN EAGLE OUTFITTERS INC | l42433exv32w2.htm |
EX-32.1 - EX-32.1 - AMERICAN EAGLE OUTFITTERS INC | l42433exv32w1.htm |
EX-31.1 - EX-31.1 - AMERICAN EAGLE OUTFITTERS INC | l42433exv31w1.htm |
EX-31.2 - EX-31.2 - AMERICAN EAGLE OUTFITTERS INC | l42433exv31w2.htm |
EX-10.3 - EX-10.3 - AMERICAN EAGLE OUTFITTERS INC | l42433exv10w3.htm |
Exhibit 10.1
Notice of Grant of Stock
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American Eagle Outfitters, Inc. | |
Options and Option Award
|
77 Hot Metal Street | |
Agreement
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Pittsburgh, PA 15203 |
Participant Id
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Plan: | 2005A | ||||
Participant Name
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Product ID: |
Effective <insert grant date>, you have been granted a non-qualified stock option to buy
<insert shares granted>shares of American Eagle Outfitters, Inc. stock at $<insert grant
price> per share. This option is subject to all of the terms and conditions contained in this
Notice and Agreement, the attached Terms and Conditions of Non-Qualified Stock Option, and the
terms and conditions set forth in the Companys 2005 Stock Award and Incentive Plan, as amended and
restated on June 16, 2009 (the Plan).
Options for shares will vest evenly as to one third of the shares over three years on the
anniversary of the grant date and become fully exercisable on the third anniversary of the grant
date and shall remain exercisable for the period ending on the expiration date of <insert
expiration date>.
By signing below or by electronic acceptance, you agree that this option is governed by this Notice
and Agreement, and by the terms and conditions contained in the Plan, as amended from time to time,
and incorporated into this Notice and Agreement by reference.
American Eagle Outfitters, Inc.
By: |
||||
Electronic Signature |
TERMS AND CONDITIONS OF NON-QUALIFIED STOCK OPTION
1. Grant of Option. The Company hereby grants to Employee under the Companys 2005 Stock
Award and Incentive Plan, as amended and restated on June 16, 2009 (the Plan), as a separate
incentive in connection with his or her employment and not in lieu of any salary or other
compensation for his or her services, a non-qualified stock option to purchase, on the terms and
conditions of the Plan and of this Notice and Agreement, all or any part of the number of shares
set forth on page 1 of this Notice and Agreement. The option granted hereby is not intended to be
an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended.
2. Exercise Price. The purchase price per share shall be payable: (1) in cash or its
equivalent; or (2) at the discretion of the Committee with previously acquired shares of the
Companys common stock, or (3) by any other means the Committee shall permit.
3. Termination of Option. Each option granted under the Plan shall terminate upon the
first to occur of the following events: (a) the date for expiration set forth on page 1 of this
Notice and Agreement; (b) immediately upon the date and time of the employees Termination of
Service (as defined in the Plan) for a reason other than the employees Death, Disability or
Retirement, unless the Committee in its sole discretion decides to extend the exercisability of the
option to not more than three (3) months from the Termination of Service; (c) the vesting of
options shall accelerate on the date of the employees Termination of Service by reason of Death or
Disability and shall remain exercisable for one year; or (d) on the date of the Employees
Termination of Service by reason of Retirement (i) for options that are exercisable upon the
termination of Employees employment, they shall remain exercisable for one year after the
termination of employment, and (ii) for options that are not exercisable upon the termination of
Employees employment, the options shall continue to vest and shall be exercisable for one year
after the vesting date when such options first become exercisable.
4. Death of Employee. To the extent exercisable after Employees death, the option shall
be exercised only by Employees designated beneficiary or beneficiaries. If Employee fails to make
an effective beneficiary designation, or if no beneficiary survives Employee, then the option shall
be exercised by the administrator or executor of the Employees estate.
5. Exercise of Option. The option may be exercised by the person then entitled to do so as
to any shares which may then be purchased by giving written notice of exercise to the Secretary of
the Company, specifying the number of shares to be purchased and accompanied by full payment for
the shares (including the amount of any income tax the Company determines is required to be
withheld by reason of such exercise), or by such other administrative exercise and payment
procedures as may be established by the Company from time to time.
6. Forfeiture of Award. Notwithstanding anything in this Notice and Agreement to the
contrary, the Shares represented by this Award may be forfeited in accordance with the provisions
of Section 10 of the Plan.
7. No Right to Continued Employment. Employee understands and agrees that this Notice
and Agreement does not impact in any way the right of the Company, or any Affiliate of the Company
employing Employee, to terminate or change the terms of the employment of Employee at any time for
any reason whatsoever, with or without cause. Employee understands and agrees that his or her
employment with the Company or an Affiliate is on an at-will basis only.
8. Addresses for Notices. Any notice to be given to the Company under the terms of this
Notice and Agreement shall be addressed to the Company, Stock Option Administrator, c/o Human
Resources, at American Eagle Outfitters, Inc., 77 Hot Metal Street, Pittsburgh, PA 15203, or at
such other address as the Company may
hereafter designate in writing. Any notice to be given to Employee shall be addressed to Employee
at the address set forth on page 1 of this Notice and Agreement, or at such other address for
Employee maintained on the books and records of the Company.
9. Non-Transferability of Option. Except as provided below, the option granted and the
rights and privileges conferred by this Notice and Agreement shall not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be
subject to sale under execution, attachment or similar process, other than: (a) by will; (b) by the
laws of descent and distribution; or (c) as provided in Section 11(b) of the Plan.
10. Plan Governs. This Notice and Agreement is subject to all terms and provisions of the
Plan. In the event of a conflict between one or more provisions of this Notice and Agreement and
one or more provisions of the Plan, the provisions of the Plan shall govern. Undefined capitalized
terms used in this Notice and Agreement shall have the meanings set forth in the Plan.
11. Captions. Captions provided herein are for convenience only and are not to serve as a
basis for interpretation or construction of this Notice and Agreement.
12. Agreement Severable. In the event that any provision in this Notice and Agreement
shall be held invalid or unenforceable for any reason, such provision shall be severable from, and
such invalidity or unenforceability shall not be construed to have any effect on, the remaining
provisions of this Notice and Agreement.