Attached files
file | filename |
---|---|
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-10.1 - EX-10.1 - AMERICAN EAGLE OUTFITTERS INC | l42433exv10w1.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 10.2
Notice of Grant of Restricted
|
American Eagle Outfitters, Inc. | |
Stock Units and Restricted Stock
|
77 Hot Metal Street | |
Units Award Agreement
|
Pittsburgh, PA 15203 |
Participant ID
|
Plan: | 2005A | ||
Participant Name
|
Product ID: |
Effective <insert grant date> (the Grant Date), you have been granted an award of
<insert shares granted> units of restricted stock (the RSUs) under the American Eagle
Outfitters, Inc. 2005 Stock Award and Incentive Plan, as amended on June 16, 2009 (the Plan).
Each RSU represents the right to receive one share of American Eagle Outfitters, Inc. (the
Company) Common Stock, $0.01 par value per share, at a future point in time. This award is
subject to the terms and conditions contained in this Notice and Agreement, as well as the terms
and conditions of the Plan.
The RSUs shall vest over three years in equal annual increments unless a performance goal for the
performance period of service consisting of the Companys fiscal year ending <insert period
ending date> is achieved. The performance goal shall be based on the Companys <insert
performance goal>. The performance goal for <insert fiscal period> for this RSU Awards is
set at one level of <insert target level performance goal>.
If the <insert performance goal> is equal to or better than the Target level, then 100% of
the RSUs shall vest. The Compensation Committee of the Companys Board of Directors (the
Committee), shall determine and certify in writing the achievement of the aforementioned
performance goal after the end of the performance period based on the financial statements of the
Company for the year ending <insert period ending date>. On the date of certification such
restrictions will lapse. If the <insert performance goal> is worse than the Target level,
then the RSUs vest over three years in equal annual increments with the first third vesting on the
date of the Compensation Committee certification and with the second two thirds vesting on the
second and third anniversary of the grant date, if not previously vested.
As provided in the Plan and this Notice and Agreement, this award may terminate before the
restrictions lapse. For example, if your employment with the Company ends before the date the
restrictions lapse, this award will terminate and the RSUs awarded shall revert to the Company.
You should refer to paragraph 4 of this Notice and Agreement for further information concerning how
changes in employment affect termination of this award.
By signing below, you agree that this award 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: |
||||||||
TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD
1. Grant of Award. The Company hereby grants to Employee 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, an award of the number of restricted stock units (RSUs) of
common stock of the Company set forth on page 1 of this Notice and Agreement, which RSUs are
granted on the Grant Date, subject to all the terms and conditions in this Notice and Agreement and
in the Companys 2005 Stock Award and Incentive Plan, as amended on June 16, 2009 (the Plan).
Each RSU represents the right to receive one share of the Companys Common Stock, $0.01 par value
per share, at a future point in time.
2. Rights of the Employee with Respect to the Restricted Stock Units.
a) No Shareholder Rights. The RSUs granted pursuant to this Award do not and shall not entitle
Employee to any rights of a shareholder of Common Stock. The rights of Employee with respect to the
RSUs shall remain forfeitable at all times prior to the date on which such rights become vested
and the restrictions with respect to the RSUs lapse, in accordance with Section 3.
b) Additional Restricted Stock Units. As long as Employee holds RSUs granted pursuant to this
Award, the Company shall credit to Employee, on each date that the Company pays a cash dividend to
holders of Common Stock generally, an additional number of RSUs (Additional RSUs ) equal to the
total number of whole RSUs and Additional RSUs previously credited to Employee under this Award
multiplied by the dollar amount of the cash dividend paid per share of Common Stock by the Company
on such pay date, divided by the Fair Market Value of a share of Common Stock on such pay date.
Any fractional RSU resulting from such calculation shall be included in the Additional RSUs. A
report showing the number of Additional RSUs so credited shall be sent to Employee periodically,
as determined by the Company. The Additional RSUs so credited shall be subject to the same terms
and conditions as the RSUs to which such Additional RSUs relate and the Additional RSUs shall be
forfeited in the event that the RSUs with respect to which such Additional RSUs were credited are
forfeited.
c) Conversion of Restricted Stock Units; Issuance of Common Stock. No shares of Common Stock shall
be issued to Employee prior to the date on which the RSUs vest and the restrictions with respect
to the RSUs lapse, as set forth on page 1 of this Notice and Agreement. Neither this Section 2(c)
nor any action taken pursuant to or in accordance with this Section 2(c) shall be construed to
create a trust of any kind. After any RSUs vest as set forth on page 1 of this Notice and
Agreement, the Company shall promptly cause to be issued one share of Common Stock for each RSU in
book-entry form, registered in Employees name or in the name of Employees legal representatives,
beneficiaries or heirs, as the case may be, in payment of such vested whole RSUs and any
Additional RSUs. The value of any fractional RSU shall be rounded up to the nearest whole share
at the time certificates are delivered to Employee in payment of the RSUs and any Additional
RSUs.
3. Removal of Restrictions. Shares of Stock issued pursuant to RSUs awarded under
the Plan shall be issued as soon as practicable after vesting, as set forth on page 1 of this
Notice and Agreement. The Committee, in its discretion, may accelerate the time at which any
restrictions shall lapse, and remove any restrictions; provided, however, that the Period of
Restriction on RSUs granted to a Section 16 Person may not lapse until at least six (6) months
after the Grant Date and further subject to the restrictions in the Plan with respect to Covered
Employees. The restrictions with respect to the RSUs shall lapse and the RSUs shall vest in the
Employee without restriction to the extent specified in the Plan upon any Change of Control as
defined in the Plan.
After the restrictions have lapsed, the Shares shall be freely transferable by the Employee,
subject to the terms of this Notice and Agreement and the Plan.
4. Termination of Service. The RSUs as to which restrictions have not lapsed upon
the date and time of the employees Termination of Service, for a reason other than the employees
death, Disability or Retirement, shall terminate and thereupon revert to the Company automatically
and without charge to the Company. Such RSUs shall thereafter be available for grant under the
Plan. In the event of a Termination of Service as a result of the Employees death, Disability
or Retirement, all contractual restrictions shall lapse and the Shares shall be vested in full
subject to proration based on the number of days of Employees full time employment during the
either one year vesting period (if performance goals are achieved) or the three year vesting
period.
5. Continuous Employment Required. Subject to the provisions of paragraph 4 above,
Restrictions on RSUs shall not lapse and the RSUs vest in accordance with any of the provisions
of this Notice and Agreement unless Employee shall have been continuously employed by the Company
or by one of its Affiliates from the date of the award until the date such restrictions are deemed
to have lapsed.
6. Forfeiture of Award. Notwithstanding anything in this Notice and Agreement to the
contrary, the RSUs represented by this Award may be forfeited in accordance with the provisions of
Section 10 of the Plan.
7. Withholding Taxes. Notwithstanding anything in this Notice and Agreement to the
contrary, no certificate representing Stock may be issued unless and until Employee shall have
delivered to the Company or its designated Affiliate, the full amount of any federal, state or
local income and other withholding taxes. Payment of withholding taxes must be made by returning
shares back to the Company.
8. Beneficiary Designation. If permitted by the Committee, Employee may name a
beneficiary or beneficiaries to whom any vested but unpaid award shall be paid in the event of
Employees death. In order to be effective, a beneficiary designation must be made by the Employee
in a form and manner acceptable to the Company. If Employee fails to make an effective beneficiary
designation, or if no such beneficiary survives Employee, then the vested but unpaid benefits
remaining at the Employees death shall be paid to the Employees estate.
9. Non-transferability of Award. Until the end of the Period of Restriction set forth
on page 1 of this Notice and Agreement, the RSUs granted herein and the rights and privileges
conferred hereby may not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated (by operation of law or otherwise) 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. Conditions to Issuance of Shares. The shares of stock deliverable to Employee
may be either previously authorized but unissued shares or issued shares which have been reacquired
by the Company. The Company shall not be required to issue any certificate or certificates for
shares of stock hereunder prior to fulfillment of all of the following conditions: (a) The
admission of such shares to listing on all stock exchanges on which such class of stock is then
listed; (b) The completion of any registration or other qualification of such shares under any
State or Federal law or under the rulings or regulations of the Securities and Exchange Commission
or any other governmental regulatory body, which the Committee shall, in its absolute discretion,
deem necessary or advisable; (c) The obtaining of any approval or other clearance from any State or
Federal governmental agency, which the Committee shall, in its absolute discretion, determine to be
necessary or advisable; and (d) The lapse of such reasonable period of time following the date of
grant of the RSUs as the Committee may establish from time to time for reasons of administrative
convenience.
11. Plan Governs. This Notice and Agreement is subject to all the 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.
12. 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 the employment 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.
13. 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, in care of General Counsel, 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.
14. 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.
15. Agreement Severable. In the event that any provision in this Notice and
Agreement shall be held invalid or unenforceable, 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.