8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2014

Abercrombie & Fitch Co.

(Exact name of registrant as specified in its charter)

Delaware	1-12107	31-1469076
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6301 Fitch Path, New Albany, Ohio	43054
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (614) 283-6500

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 10, 2014, Abercrombie & Fitch Co. (“A&F” or the “Registrant”) announced that Christos E. Angelides, age 51, has been named President – Abercrombie & Fitch and abercrombie (kids) brand for the Registrant and will become an executive officer of the Registrant, effective upon his starting employment with A&F on or about November 17, 2014. Mr. Angelides accepted his offer from A&F (the “2014 Offer Letter”) on June 10, 2014. Mr. Angelides’ employment is contingent upon the Registrant obtaining work authorization for Mr. Angelides in the United States.

Mr. Angelides has been a Group Product Director of Next Plc (“Next”), which operates the NEXT retail chain in the UK and 40 other countries as well as direct-to-consumer services, since 2000. Mr. Angelides served as General Manager of Next’s sourcing office in Hong Kong from 1989 to 1991. At Next, he was appointed Menswear Product Director in 1994 and Womenswear Product Director in 1998, serving in those capacities until 1998 and 2000, respectively. Mr. Angelides has also been a member of the Board of Directors of Next Plc.

The Registrant has determined that neither Mr. Angelides nor any of his immediate family members has had (nor does any propose to have) a direct or indirect interest in any transaction in which the Registrant or any of the Registrant’s subsidiaries was (or is proposed to be) a participant, that would be required to be disclosed under Item 404(a) of SEC Regulation S-K.

Pursuant to the 2014 Offer Letter, Mr. Angelides will receive an annual base salary of $995,000, and his target annual cash incentive opportunity under A&F’s Incentive Compensation Performance Plan (the “Incentive Plan”) will be 125% of his base salary (the maximum incentive opportunity will be 250% of his base salary). Assuming that he is an active A&F associate on the payout date, Mr. Angelides will be guaranteed a minimum cash incentive payout of $250,000 for the fiscal year ending January 31, 2015 (the “FY 2014 Guaranteed Minimum Bonus”).

Upon joining A&F, Mr. Angelides will receive a one-time sign-on bonus of $100,000, subject to his agreeing to repay the sign-on bonus in full if he resigns without good reason or is terminated for gross misconduct within 36 months of his first day of employment. In addition, Mr. Angelides may receive an additional bonus in an amount up to $512,000 to compensate him for the forfeiture of his Fiscal Year 2014 Next bonus, if applicable. Mr. Angelides will also receive a one-time bonus payment of $50,000 for miscellaneous relocation costs and to assist with periodic pre-relocation travel costs between his residence in the United Kingdom and A&F’s home office in Ohio, and up to $40,000 in closing costs toward the purchase of a new primary residence. Payment of these relocation costs is subject to Mr. Angelides agreeing to repay the costs in full if he resigns without good reason or is terminated for cause within 36 months of his first day of employment.

Management of A&F will also recommend to the Compensation Committee of A&F’s Board of Directors (the “Compensation Committee”) that Mr. Angelides receive an inducement grant (the “Inducement Grant”) of (a) stock appreciation rights (“SARs”) with an approximate value of $625,000 and (b) performance share awards (“PSAs”) with an approximate value of $1,875,000. In addition, management of A&F will recommend to the Compensation Committee that Mr. Angelides be granted restricted stock units (“RSUs”) with an approximate value of $8,000,000 (based on the market price of A&F’s shares of Class A Common Stock (the “Common Stock”) on the grant date) to replace the Next equity awards which will be forfeited by Mr. Angelides as a result of the termination of his employment with Next (the “Equity Replacement Grant”). The Equity Replacement Grant is approximately equal to the estimated value of the Next equity awards. The Equity Replacement Grant is subject to a later offset in the event that the replacement value of the Next equity awards forfeited by Mr. Angelides was overvalued. The SAR Inducement Grant and the Equity Replacement Grant will be considered by the Compensation Committee at its first regularly scheduled meeting following Mr. Angelides’ date of hire. The PSA Inducement Grant will be considered by the Compensation Committee in or around March 2015 at the same time it considers PSA grants for other executives of A&F. The Inducement Grant would be upon terms and subject to vesting schedules substantially similar to those established for A&F’s other senior executives. The Equity Replacement Grant would be subject to a three-year vesting schedule, under which 50% of the RSUs subject to the Equity Replacement Grant would vest on the first anniversary of the grant date, 30% would vest on the second anniversary of the grant date and 20% would vest on the third anniversary of the grant date.

Mr. Angelides also will be entitled to participate in A&F’s benefit plans and receive limited perquisites consistent with those provided to other senior executives of A&F.

If A&F undergoes a change in control (defined consistently with the definition of such term in A&F’s 2005 Long-Term Incentive Plan) within the first year of Mr. Angelides’ employment and his employment is subsequently terminated by A&F or his duties or compensation reduced, A&F would continue his base salary from his termination date through the first anniversary of his employment date, subject to a minimum of six months of salary continuation, and pay him (i) the FY 2014 Guaranteed Minimum Bonus if the termination occurred during the fiscal year ending January 31, 2015 (“Fiscal 2014”) or (ii) a pro-rated bonus based upon his target incentive opportunity under the Incentive Plan and the number of days in the fiscal year lapsed prior to the termination date if the termination occurred during the fiscal year ending January 30, 2016 (“Fiscal 2015”). His medical benefits and life insurance would be provided, on the same basis as applies to similarly-situated active A&F associates, through the salary continuation period.

If the employment of Mr. Angelides is terminated by A&F without cause or by Mr. Angelides for good reason before the first anniversary date of his employment date, A&F would continue his base salary from his termination date through the first anniversary of his employment date, subject to a minimum of six months of salary continuation. His medical benefits and life insurance would continue to be provided, on

the same basis as applies to similarly-situated active A&F associates, through the salary continuation period. If the termination is without cause, A&F will pay the FY 2014 Guaranteed Minimum Bonus if the termination occurred during Fiscal 2014 or a pro-rated bonus based upon his target incentive opportunity under the Incentive Plan and the number of days in the fiscal year lapsed prior to the termination date if the termination occurred during Fiscal 2015. If Mr. Angelides terminates his employment for good reason, A&F will pay a pro-rated portion of $1,250,000, based on the number of days in the fiscal year lapsed prior to the termination date. Subject to Mr. Angelides’ execution of a satisfactory release, on the first anniversary of his employment date, A&F would also pay Mr. Angelides $8,000,000, less normal taxes and other withholdings, in lieu of the Equity Replacement Grant, which would be forfeited as a result of the termination of his employment.

If the employment of Mr. Angelides is terminated by A&F without cause or by Mr. Angelides for good reason after the first anniversary date of his employment date but prior to the date when the Inducement Grant and the Equity Replacement Grant would fully vest, A&F would continue his base salary through the six-month anniversary of his termination date and his medical benefits and life insurance would continue to be provided, on the same basis as applies to similarly-situated active A&F associates, through the salary continuation period. If the termination is without cause, A&F would also pay Mr. Angelides a pro-rated bonus based on his target incentive opportunity under the Incentive Plan for the fiscal year in which the termination occurs and the number of days in the fiscal year lapsed prior to his termination date. If Mr. Angelides terminates his employment for good reason, A&F will pay a pro-rated portion of $1,250,000, based on the number of days in the fiscal year lapsed prior to his termination date. A&F will also pay an additional amount in lieu of the Equity Replacement Grant forfeited as a result of the termination of his employment, which amount would vary based on his termination date.

This summary is qualified in its entirety by reference to the complete text of the 2014 Offer Letter, which is incorporated herein by reference and a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K.

On June 10, 2014, A&F issued a news release announcing that Christos E. Angelides has been named President – Abercrombie & Fitch and abercrombie (kids) brand of the Registrant, effective upon his starting employment with A&F on or before November 17, 2014. A copy of the news release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

(a) through (c) Not applicable

(d) Exhibits:

The following exhibit is included with this Current Report on Form 8-K:

Exhibit No.	Description
10.1	Offer Letter, executed June 10, 2014, by and between Abercrombie & Fitch Co. and Christos E. Angelides
99.1	Press Release issued by Abercrombie & Fitch Co. on June 10, 2014 related to the naming of Christos E. Angelides as President – Abercrombie & Fitch and abercrombie (kids) brand

[Remainder of page intentionally left blank; signature page follows]

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Abercrombie & Fitch Co.
Dated: June 10, 2014	By:	/s/ Robert E. Bostrom
		Robert E. Bostrom
		Senior Vice President, General Counsel and Corporate Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
10.1	Offer Letter, executed June 10, 2014, by and between Abercrombie & Fitch Co. and Christos E. Angelides
99.1	Press Release issued by Abercrombie & Fitch Co. on June 10, 2014 related to the naming of Christos E. Angelides as President – Abercrombie & Fitch and abercrombie (kids) brand

EX-10.1

Exhibit 10.1

May 30, 2014

Christos Angelides

73, Bakers Lane

Knowle

Solihull

West Midlands

England

B93 8PW

Dear Christos:

We are thrilled that you are considering joining Abercrombie & Fitch (A&F) and we are pleased to extend the following offer of employment:

Position	President – Abercrombie & Fitch and abercrombie kids brand
Start Date	On or before November 17, 2014
Base Salary	$995,000 annually; paid bi-weekly
	Annual salary adjustments based on:
	(1)    Your performance
	(2)    Economic factors (i.e. business conditions, inflation, job market, etc.)
	The next salary review will be in March 2016.
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.
Sign-On Bonus	Upon your commencement of employment, A&F will provide you a one-time sign-on bonus of $100,000. This sign-on bonus (less applicable taxes and other withholdings) will be made along with your first regular paycheck. In order to obtain this payment, you will be required to sign an agreement to repay the sign-on bonus in full if you resign without Good Reason (as defined later) or are terminated for gross misconduct within thirty-six (36) months of your first day of employment.

	In the event that you forfeit some or all of your FY14 Next target bonus, A&F will provide you with a supplemental sign-on bonus calculated as follows: $862,000 less any bonus paid by Next less the sum of the Sign-On Bonus and Guaranteed Bonus Payout. In order to obtain this payment, you will be required to sign an agreement to repay the supplemental sign-on bonus in full if you resign without Good Reason (as defined later) or are terminated for gross misconduct within thirty-six (36) months of your first day of employment.
Bonus Program	You will be eligible to participate in A&F’s Bonus Program at a target payout level of 125% (“Target”) of your annual base earnings and a maximum payout of 250% of your annual base earnings. At the base salary quoted in this offer, your Target annual payout is $1,243,750, and your maximum annual payout is $2,487,500.
	•     Bonus payouts will be based on the financial results achieved in the A&F/kids brand and at the total Company level and can vary from 0% to 200% of Target payout level.
	•     Your eligibility and participation level are dependent on your start date.
	•     Annual payouts, if any, are generally paid following the completion of the twelve-month performance period. Except as otherwise provided herein, you must be an active associate on the payment date to receive a payout.
Guaranteed Bonus Payout	Except as otherwise provided herein, assuming that you are an active associate on the payout date, you will be guaranteed a Bonus payout of $250,000 for Fiscal Year 2014.
Change of Control	In the event that the Company undergoes a Change of Control within the first year of your employment and your employment is not terminated by the Company, the Company agrees that your compensation and benefits in this offer will not be decreased or diminished prior to the one-year anniversary of your employment with the Company as long as you remain actively employed by the Company, its successor or assign.
	In the event that the Company undergoes a Change in Control within the first year of your employment and your employment is subsequently terminated by the Company or your duties are diminished or your compensation is reduced from what is outlined in this letter, the following will apply:
	•   The Company will continue your salary from your separation date through the first anniversary of your employment date. This salary shall be paid in bi-weekly installments, less applicable taxes and other withholdings, consistent with the Company’s payroll practices. In the event that the amount of salary continuation provided to you is less than six months, the Company will pay you the difference between six months of salary and the amount of salary already paid to you in one lump sum on the first anniversary of your employment date.
	•   During the period in which salary continuation is in effect, the Company will also provide you with medical benefits and life insurance on the same basis as applies to similarly situated active associates.

	•   If your employment is terminated during Fiscal Year 2014, the Company shall pay you the Guaranteed Bonus Payout set forth in this offer.
	•   If your employment is terminated during Fiscal Year 2015, the Company shall pay you a pro-rated bonus calculated at Target.
	For the purposes of this paragraph, a Change of Control will be defined consistent with the definition set forth in the 2005 Long-Term Incentive Plan.
Termination Without Cause or for Good Reason	In the event of your termination by the Company without Cause (as defined below) or by you for “Good Reason” (as defined below) before the first anniversary date of your employment date, the following will apply:
	•   The Company will continue your salary from your separation date through the first anniversary of your employment date. This salary shall be paid in bi-weekly installments, less applicable taxes and other withholdings, consistent with the Company’s payroll practices. In the event that the amount of salary continuation provided to you is less than six months, the Company will pay you the difference between six months of salary and the amount of salary already paid to you in one lump sum on the first anniversary of your employment date.
	•   During the period in which salary continuation is in effect, the Company will also provide you with medical benefits and life insurance on the same basis as applies to similarly situated active associates.
	•   If your employment is terminated without Cause during Fiscal Year 2014, the Company shall pay you the Guaranteed Bonus Payout set forth in this offer.
	•   If your employment is terminated by you for Good Reason, the Company shall pay you a lump sum cash payment that is calculated as follows: $1,250,000 multiplied by a fraction where the numerator is the number of days in the fiscal year through the separation date and where the denominator is the total number of days in the fiscal year.
	•   If your employment is terminated without Cause during Fiscal Year 2015, the Company shall pay you a pro-rated bonus calculated at Target.
	•   Subject to the execution of a release on a form satisfactory to the Company, on the first anniversary date of your employment date, the Company will provide you with a $8 million payment, less normal taxes and other withholdings, in lieu of the Equity Replacement Grant which will be forfeited as a result of the termination of your employment.
	“Cause” shall mean: (I) your conviction of, or entrance of a plea of guilty or nolo contendere to, a felony under federal or state law; or (ii) fraudulent conduct by you in connection with the business affairs of the Company; or (iii) your willful refusal to materially perform your executive duties hereunder; or (iv) your willful misconduct which has, or would have if generally known, a materially adverse effect on the business or reputation of the company; or (v) your material breach of a covenant, representation, warranty or obligation of you to the Company. As to the grounds stated in the above mentioned clauses (iii), (iv), and (v), such grounds will only constitute “Cause” once the Company has provided you written notice and you have failed to cure such issue within 30 days.

“Good Reason” shall mean, without your written consent: (i) a reduction in your base salary or target bonus as in effect from time to time; or (ii) the Company materially reduces (including as a result of any co-sharing of responsibilities arrangement) your authority, responsibilities, or duties such that you no longer have the title of, or serve or function as, President – Abercrombie & Fitch/kids brand or President – Hollister brand of the Company, or (iii) the Company requires you to be based at a location in excess of thirty miles from the location of its principal executive office as of the effective date of your employment; or (iv) the Company fails to obtain the written assumption of its obligations to you by a successor no later than the consummation of a merger, consolidation or sale of the company; or (v) a material breach by the Company of its obligations to you; which in each of the circumstances described above, is not remedied by the Company within thirty days of receipt of written notice by you to the Company.

In the event of your termination by the Company without Cause (as defined above) or by you for “Good Reason” (as defined above) after the first anniversary date of your employment date, but prior to the date when the equity replacement grant and the inducement equity grant referenced later in this letter would fully vest, the following will apply subject to the execution of a release on a form satisfactory to the Company:

•   The Company will continue your salary from your separation date through the six month anniversary of your separation date. This salary shall be paid in bi-weekly installments, less applicable taxes and other withholdings, consistent with the Company’s payroll practices.

•   During the period in which salary continuation is in effect, the Company will also provide you with medical benefits and life insurance on the same basis as applies to similarly situated active associates.

•   If your employment is terminated without Cause, the Company shall pay you a pro-rated bonus that is calculated as follows: your Target bonus for the fiscal year in which the termination occurs multiplied by a fraction where the numerator is the number of days in the fiscal year through the separation date and where the denominator is the total number of days in the fiscal year. This bonus will be paid on the six month anniversary of your separation date.

•   If your employment is terminated by you for Good Reason, the Company shall pay you a lump sum cash payment that is calculated as follows: $1,250,000 multiplied by a fraction where the numerator is the number of days in the fiscal year through the separation date and where the denominator is the total number of days in the fiscal year.

•   An additional amount, less normal taxes and other withholdings, which would be in lieu of the Equity Replacement Grant which will be forfeited as a result of the termination of your employment. This additional amount will vary based on your separation date. If your separation date occurs after 50% of your Equity Replacement Grant, but before 80% of such grant has vested, then the additional amount will be $4 million. If your separation date occurs after 80% of such grant has vested, but before 100% of such grant has vested, then the additional amount will be $2 million.

	Should A&F provide Change in Control, No Cause and/or Good Reason termination benefits to the Chief Operating Officer and Executive Vice Presidents during your first four years of employment, you would have a one-time right to waive participation in the above program and substitute the program that is made available to similarly situated associates. If you elect to remain with the above program, A&F would offer you a one-time opportunity following the completion of four years of employment to participate in a Change in Control, No Cause and/or Good Reason termination benefits program that would then be available to newly hired, but otherwise similarly situated, associates. Please note that there is no guarantee that A&F would have a Change in Control, No Cause and/or Good Reason termination benefits program in effect at the point in time when you would complete four years of employment.
Visa Sponsorship	This offer of employment is contingent upon A&F securing and maintaining the appropriate temporary employment visa (“visa”) on your behalf that will enable you to work in the United States. In the event that A&F is unable to obtain a visa on your behalf, your offer of employment will no longer be valid. A&F will notify you at the earliest possible date regarding whether its visa petition on your behalf has been approved. Should A&F’s visa petition on your behalf be approved, you will be required to sign an agreement to repay any expenses related to visa sponsorship, as permitted by law, in full if you resign or are terminated for gross misconduct within thirty-six (36) months of your first day of employment.
Relocation	You will be eligible for reimbursement of relocation expenses in accordance with the terms and conditions of the A&F Relocation Policy. All relocation benefits must be used by December 31, 2015.
	•     A&F will provide the following relocation assistance:
	•   Two (2) house hunting trips for your family.
	•   Temporary housing for up to two (2) months.
	•   Movement of household goods.
	•   Reasonable and customary closing costs toward the purchase of a new primary residence in Central Ohio (up to $40,000).
	•     Relocation expenses will be “grossed up” to offset Federal and State taxes.
	•     If you wish to have A&F pay your relocation expenses, you must sign an agreement to repay those expenses in full if you resign without Good Reason or are terminated for gross misconduct within thirty-six (36) months of your first day of employment.
Relocation Bonus	A&F will provide you with a one-time bonus payment of $50,000 for miscellaneous relocation costs and to assist with periodic pre-relocation travel costs between your residence in the United Kingdom and your work location in Ohio. This bonus (less applicable taxes and other

	withholdings) will be made along with your first regular paycheck. In order to obtain this payment, you will be required to sign an agreement to repay the relocation bonus in full if you resign without Good Reason or are terminated for gross misconduct within thirty-six (36) months of your first day of employment.
2014 Equity Grants	Management will recommend that the 2014 SAR Inducement Grant and RSU Equity Replacement Grant described later in this letter be considered by the Compensation Committee of the Board of Directors at its first regularly scheduled meeting following your date of hire. If you begin your A&F employment on November 17, 2014, the next currently scheduled regular meeting of the Compensation Committee of the Board of Directors is November 19, 2014.
	Management will recommend that the PSA Inducement Grant described later in this letter be considered by the Compensation Committee of the Board of Directors at its regularly scheduled March 2015 meeting.
2014 Inducement Grant - Stock Appreciation Rights (SARs)	Subject to the approval of the Compensation Committee of the Board of Directors or its designee and subject to the terms and conditions of the grant, you will receive SARs with an approximate value of $625,000. The grant price for the SARs will be determined according to Abercrombie & Fitch’s Equity Grant Policy. Subject to continued employment with A&F, the SARs will vest and become exercisable on each anniversary of the grant date in accordance with the following schedule:

Year 1			Year 2			Year 3			Year 4
	25	%		25	%		25	%		25	%

2014 Inducement Grant – Performance Share Awards (PSAs)

Subject to the approval of the Compensation Committee of the Board of Directors or its designee and subject to the terms and conditions of the grant, you will receive A&F PSAs with an approximate value of $1,875,000. The date of the grant will be determined according to Abercrombie & Fitch’s Equity Grant Policy. Upon vesting, one PSA converts to one share of A&F stock. Subject to continued employment with A&F, the vesting schedule will be consistent with other grants made during the Spring 2015 annual grant process.

Equity Replacement Grant – Restricted Stock Units (RSUs)

Subject to the approval of the Compensation Committee of the Board of Directors or its designee and subject to the terms and conditions of the grant, Management will recommend an award of RSUs with an approximate grant date fair value of $8.0 million if, upon your resignation from Next, you forfeit 100% of your existing Next equity awards. The value of this Equity Replacement Grant shall be reduced by the equivalent value of any Next equity awards whose vesting is accelerated upon your termination or for which Next does not require forfeiture. The value of these shares shall be based on a Next stock price of $98.53 and the Equity Replacement Grant shall be reduced accordingly. The value of this Equity Replacement Grant is determined based on 81,195 shares of Next equity that would otherwise vest during 2015, 2016 and 2017, calculated at a 100% share vesting rate. For the purposes of this Offer Letter, the actual number of shares that ultimately vest will be referred to as the “Next Vesting Level”. The number of actual RSUs granted as part of the Equity Replacement Grant will be determined by the price of A&F stock on the grant date. The date of the grant will be determined according to Abercrombie & Fitch’s Equity Grant Policy. Upon vesting,

one RSU converts to one share of A&F stock. Subject to continued employment with A&F, these RSUs will vest on each anniversary of the vest from date in accordance with the following 3-year vesting schedule:

Year 1			Year 2			Year 3
	50	%		30	%		20	%

Annual Equity Grants (2016 and beyond)	In March 2016, subject to satisfactory performance and continued employment, Management will recommend to the Compensation Committee of the Board of Directors an equity grant:
	•   consistent with others at similar levels to the position described in this offer; and, •   based on your performance rating and the Company’s stock price. Grants in the past have included a mixture of Restricted Stock Units, Stock Appreciation Rights and Performance Share Awards, although we anticipate that, based on current best practices in senior executive compensation, your grant will largely or completely consist of Performance Share Awards. The vesting schedules will be consistent with other grants made during the 2016 Annual Equity Grant process. Assuming that you are in good standing on the equity award date, Management will recommend an award with an approximate value of $2.5 million subject to adjustments detailed below.
	After 2016, subject to satisfactory performance and continued employment, Management will recommend to the Compensation Committee of the Board of Directors, grants consistent with others at similar levels to the position described in this offer, subject to the adjustments detailed below. These grants will also be based on your performance rating and the Company’s stock price. The vesting schedules will be consistent with other grants made during each Equity Grant process.
	A&F reserves the right to lower the total value of any Annual Equity Grant from 2018 and thereafter to account for any overvaluation of the Equity Replacement Grant. Overvaluation shall be determined by comparing the total value of the Next shares that would have vested to the $8,000,000 Equity Replacement Grant. The total value of the Next shares that would have vested shall be calculated by multiplying the Next Vesting Level by the Next share price on each date the Next shares would have vested. The Next Vesting Level shall be determined on or after the close of the Next 2017 fiscal year and will be determined by reviewing Next’s public filings related to executive compensation for fiscal years 2015, 2016 and 2017. A&F shall have full discretion as to whether to offset all or part of the Annual Equity Grants from 2018 and thereafter with the overvaluation and to defer any portion of the overvaluation to be offset in a later Annual Equity Grant.

A&F Qualified Savings	After one year of employment, 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 ($17,500 for 2014), whichever is less. The first 3% of your base salary and Bonus payouts that you defer into this plan will be matched by A&F at 100%. The next 2% of your base salary and Bonus payouts that you defer into this plan will be matched at 50%.
	The maximum level of pensionable compensation allowed by the IRS is $260,000 for 2014. At the base salary and Bonus target quoted in this offer, and assuming at least a 5% base salary and Bonus target deferral into the plan, this would result in an annual company match of $10,400. 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 will allow 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. At the base salary and Bonus target quoted in this offer, this would result in a company match of $67,163 on a 3% base and Bonus target deferral. 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. The current associate contribution required for these benefits is as follows:

	Medical/Dental	Vision
Single Coverage	$ 31.95 bi-weekly	$ 2.20 bi-weekly
Single (+) One	$ 66.95 bi-weekly	$ 4.40 bi-weekly
Family Coverage	$ 103.95 bi-weekly	$ 6.80 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 and childcare 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 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 is only $5.00 per bi-weekly pay period, which is 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 stores. You will also receive a discount of 30% on qualifying purchases at all Hollister Co. stores.
Vacation/Personal Holidays	You will be eligible for 25 vacation days and 3 personal days per fiscal year. Vacation and personal days will be pro-rated for the first year based on your start date. The Company also grants 5 sick days and 7 paid holidays to all Home Office associates annually.
Indemnification	A&F shall indemnify, defend, and hold you harmless to the maximum extent permitted by law and the A&F by-laws against all judgments, fines, amounts paid in settlement and all reasonable expenses, including attorneys’ fees incurred by you, in connection with the defense of or as a result of any action or proceeding (or any appeal from any action or proceeding) in which you are made or are threatened to be made a party by reason of the fact that you are or were an officer or director of A&F. Subject to the terms of the A&F D&O policies then in effect, A&F acknowledges that you will be covered and insured up to the full limits provided by all directors’ and officers’ insurance which A&F then maintains to indemnify its directors and officers.
Section 409A	To the extent applicable, this offer letter shall incorporate the terms and conditions required by Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and this offer letter is consistent with Section 409A and Department of Treasury regulations and other interpretative guidance issued hereunder, including without limitation any such regulations or other guidance that may be issued after the date of this offer letter.
Background Inquiry	This offer of employment is contingent on the successful completion of a background check and proof of eligibility to work in the United States. Please complete the enclosed UK Criminal Records Search and return it along with your signed copy of this employment offer letter.

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This offer, if accepted, is for employment with the Company that is at-will, and nothing in this offer letter is to be construed as altering that at-will status or promising employment for a definite term.

Christos, we look forward to working with you and are convinced that you will be an outstanding addition to the A&F team. To indicate your acceptance of this offer, please sign below and return this letter to Human Resources.

Sincerely,

/s/ Michael Jeffries	/s/ James Bierbower
Michael Jeffries	James Bierbower
Chief Executive Officer	Executive Vice President
	Human Resources

I represent that I am not subject to any restriction, covenant or limitation with any prior employer which could prevent me from working for Abercrombie & Fitch in the capacity described in this offer letter. I further represent that to the extent I am subject to an agreement that allows me to work for Abercrombie & Fitch, but that forbids me to solicit employees of another company or to share another company’s confidential information, I agree that I will not breach any such agreement while employed by Abercrombie & Fitch. I accept Abercrombie & Fitch’s offer of employment as outlined in this letter, and I am returning a signed copy to Human Resources.

/s/ Christos Angelides	10 June 2014
Christos Angelides	Date

EX-99.1

Exhibit 99.1

ABERCROMBIE & FITCH NAMES CHRISTOS ANGELIDES BRAND PRESIDENT

OF ABERCROMBIE & FITCH AND ABERCROMBIE KIDS

New Albany, Ohio, June 10, 2014: Abercrombie & Fitch Co. (NYSE: ANF) today announced that Christos Angelides has been named President of its Abercrombie & Fitch and abercrombie kids brands, a position he is expected to take up in October 2014.

Mr. Angelides, 51, will report to A&F Chief Executive Officer Mike Jeffries and will have overall responsibility for all product and customer-facing activities for the Abercrombie & Fitch and abercrombie kids brands. He will also be accountable for the financial performance of the brands.

Mr. Angelides has spent his entire career with Next plc, a highly successful six billion dollar fashion retail and internet chain based in the United Kingdom, where he has most recently served as Group Product Director since August 2000. Next operates through nearly 700 stores in more than 40 countries and through a direct to consumer business, consisting of a catalog and online site, serving customers in over 60 countries. During his tenure as Group Product Director, Next has posted strong growth in sales and profits, and the firm has generated significant shareholder returns.

Mr. Angelides, who is also a member of Next’s Board of Directors, has management responsibility for all product functions. Prior to being named Group Product Director, Mr. Angelides held a number of senior management roles including General Manager of Next’s sourcing office in Hong Kong, Womenswear Product Director and Menswear Product Director. Mr. Angelides serves as Chairman of Next Sourcing Limited and Non-Executive Director of Lipsy, a young women’s fashion brand owned by Next.

Mr. Angelides is a graduate of De Montfort University in Leicester, England, where he received a degree in Business and Economics.

Commenting on the appointment, Mike Jeffries said, “We are excited to welcome Christos to the Abercrombie & Fitch team and to deepen our bench of senior leadership talent. Christos brings 28 years of experience working with a multi-billion dollar international retailer. His experience with all aspects of running a business made him the perfect candidate for this newly created role. Christos’ appointment is a critical step in our long-term strategy of being organized to win and we are excited to welcome him to the Abercrombie team.”

Christos Angelides said, “I am honored to join one of the most iconic apparel brands in the world. Abercrombie & Fitch is a storied brand with global appeal and a clearly defined aesthetic, and I am excited to help the brand continue to grow. I look forward to working with Mike Jeffries and the rest of the A&F team at what is a very exciting time for the Company.”

About Abercrombie & Fitch

Abercrombie & Fitch Co. is a leading global specialty retailer of high-quality, casual apparel for Men, Women and kids with an active, youthful lifestyle under its Abercrombie & Fitch, abercrombie, Hollister Co. and Gilly Hicks brands. At the end of the first quarter, the Company operated 842 stores in the United States and 157 stores across Canada, Europe, Asia and Australia. The Company also operates e-commerce websites at www.abercrombie.com, www.abercrombiekids.com, www.hollisterco.com and www.gillyhicks.com.

Media Contact:

Public Relations

Abercrombie & Fitch

(614) 283-6192

Public_Relations@abercrombie.com