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)

May 16, 2005

AMERICAN EAGLE OUTFITTERS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-23760	13-2721761
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

150 Thorn Hill Drive Warrendale, Pennsylvania	15086-7528
(Address of principal executive offices)	(Zip Code)

(724) 776-4857

(Registrant's telephone number,

including area code)

N/A

(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 (see General Instruction A.2. below):

[   ] 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 1.01. Entry into a Material Definitive Agreement

On May 16, 2005, American Eagle Outfitters, Inc. (the "Company") entered into an employment agreement with Roger S. Markfield.  This agreement supercedes and replaces all prior employment agreements between the Company and Mr. Markfield.  Under this agreement, Mr. Markfield will continue to serve as President of the Company through Fiscal 2005 and as Vice Chairman of the Board of Directors through Fiscal 2006.  Additionally, Mr. Markfield will serve as an advisor to the Company through Fiscal 2012 (the "Renewal Term").  As compensation under the agreement, Mr. Markfield's annual base salary will be $950,000 in Fiscal 2005, $570,000 in Fiscal 2006 and $1,343,000 each year during the Renewal Term.  Mr. Markfield will also be eligible to receive a performance based incentive bonus targeted at 100% of his base salary with potential to receive up to 200% of base salary in Fiscal 2005 and 2006 as well as a performance based restricted stock grant of 100,000 shares of the Company's common stock for Fiscal 2005, a grant of performance based restricted stock having a grant date value of $4,000,000 for Fiscal 2006 and a stock option grant of 200,000 shares in Fiscal 2005.  A copy of Mr. Markfield's employment agreement is attached hereto as exhibit 10.1 and is incorporated herein by reference.

On May 16, 2005, the Company entered into an employment agreement with Susan P. McGalla.  This agreement supercedes and replaces all prior employment agreements between the Company and Ms. McGalla.   Under this agreement, Ms. McGalla will be promoted to the role of President and Chief Merchandising Officer - American Eagle Outfitters Brand.  This agreement is effective as of January 30, 2005.  As compensation under the agreement, Ms. McGalla will receive an annual base salary of $800,000, a promotion bonus of $50,000, a performance based restricted stock grant of 37,424 shares in each of Fiscal 2005 and 2006 and a stock option grant of 200,000 shares of the Company's common stock.  Ms. McGalla will be eligible to receive a performance based annual cash bonus targeted at 90% of her base salary with potential to receive up to 180% of base salary.  She will be eligible to receive a performance based long term incentive bonus targeted each year at 45% of her base salary with potential to receive up to 90% of base salary to be credited to a personal long term incentive account, one third of which account will be paid annually beginning in Fiscal 2008.   A copy of Ms. McGalla's employment agreement is attached hereto as exhibit 10.2 and is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement

Please refer to the information contained in Item 1.01 above.

Item 8.01. Other Events

On May 17, 2005, the Company issued a press release announcing the signing of Mr. Markfield's employment agreement and Ms. McGalla's promotion to President and Chief Merchandising Officer - American Eagle Outfitters Brand.  A copy of this press release is attached hereto as exhibit 99.1.  

Item 9.01. Financial Statements and Exhibits

(c) Exhibits
Exhibit No.	Description
10.1	Employment Agreement between the Company and Roger S. Markfield, dated May 16, 2005
10.2	Employment Agreement between the Company and Susan P. McGalla, dated May 16, 2005
99.1	Press Release dated May 17, 2005 announcing the signing of Mr. Markfield's employment agreement and Ms. McGalla's promotion

SIGNATURES

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.

	AMERICAN EAGLE OUTFITTERS, INC.
	(Registrant)
Date: May 20, 2005	By:	/s/ Laura A. Weil
		Laura A. Weil
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Employment Agreement between the Company and Roger S. Markfield, dated May 16, 2005
10.2	Employment Agreement between the Company and Susan P. McGalla, dated May 16, 2005
99.1	Press Release dated May 17, 2005 announcing the signing of Mr. Markfield's employment agreement and Ms. McGalla's promotion

EX-10

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

(Roger S. Markfield)

THIS AGREEMENT is by and between American Eagle Outfitters, Inc. ("Company") and Roger S. Markfield ("Executive"), and is effective as of the date it has been fully executed by both parties. It supercedes and replaces all prior employment agreements between the Company and Executive.

Executive has served as Company's Chief Merchandising Officer since 1993 and has led the development of Company's merchandising processes and its successful growth over the last ten years. Executive desires to continue to provide services to Company as provided in this Agreement. Company agrees to continue to employ Executive as President and Vice-Chairman, and Executive hereby accepts this offer of continued employment and agrees to serve Company subject to the general supervision, advice and direction of Company's CEO & Board of Directors ("Board"), and upon the following terms and conditions:

1. TERM. Executive will be employed on a full time basis during fiscal 2005 until January 28, 2006 and will be employed on a part time basis during fiscal 2006 until February 3, 2007 unless sooner terminated as provided herein (the "Active Term"); and this Agreement shall continue thereafter on the terms set forth in paragraph 3.9.

2. POSITION AND DUTIES. During fiscal 2005, Executive shall continue to be employed on a full time basis as Company's President and Vice-Chairman, and, during fiscal 2006, Executive shall be employed as Vice Chairman on a part time basis of approximately 39 days per fiscal quarter, in each case with such authority and duties as are customary for his position, and shall perform such other services and duties as the CEO & Board may from time to time designate.

        2.1. During the Active Term, Executive agrees to devote his full business time, best efforts, and undivided attention to the business and affairs of Company, except for any vacations, illness, or disability. During the Active Term, Executive shall not engage in any other businesses that would interfere with his duties, provided that nothing contained herein is intended to limit Executive's right to make passive investments in the securities of publicly-owned companies or other businesses which will not interfere or conflict with his duties hereunder or, with the prior consent of the Chairman, to sit on the boards of other businesses.

        2.2. Executive agrees that he shall at all times observe and be bound by all rules, policies, practices, and resolutions heretofore or hereafter adopted in writing by the Company which are generally applicable and provided to Company's officers and employees and which do not otherwise conflict with this Agreement.

        2.3. Company shall indemnify Executive in the performance of his duties and responsibilities and advance expenses in connection therewith to the same extent as other senior executives and officers. Such rights shall not be subject to arbitration under paragraph 6.

3. COMPENSATION.

        3.1. BASE SALARY. During the Active Term, Company shall continue to pay Executive an annual base salary of $950,000.00 in fiscal 2005 and an annual base salary of $570,000.00 in fiscal 2006 as compensation for his services hereunder, payable in equal installments in accordance with Company's payroll practices for executive employees. Company's Board may increase Executive's base salary at their discretion.

        3.2. INCENTIVE BONUS. During the Active Term, Executive will continue to be eligible to receive an annual incentive bonus targeted at 100% of his base salary with potential to receive up to 200% of base salary as a 'maximum' bonus, under the Company's Management Incentive Plan," or any successor plan ("the Bonus Plan"). The Bonus Plan conditions the payment of this annual performance bonus based on achievement of pre-determined performance goals set forth in writing and based on objective measurements all established by the Board's Compensation and Stock Option Committee ("Committee"). Committee must verify that the performance goals and other material terms are met prior to payment. It is the parties' intention that the Bonus Plan be adopted and administered in a manner that enables Company to deduct for federal income tax purposes the amount of any annual incentive bonus. The incentive bonus determined to be due, if any, will be paid within 120 calendar days after the close of Company's fiscal year and completion of an outside audit by Company's then current outside audit firm.

        3.3. STOCK.

3.3.1. Restricted Stock. During the Active Term, the CEO shall recommend to the Committee that Executive receive a grant of restricted stock of 100,000 shares of Company's common stock for fiscal 2005 and a grant of shares of restricted stock having a grant date value of $4,000,000.00 (as reasonably determined by the Committee) for fiscal 2006, and each grant will be made pursuant to and subject to all terms and conditions set forth in the in Company's 1999 Stock Incentive Plan, or any successor plan ("the Stock Plan"). Pursuant to the terms of the Stock Plan, the Committee will condition the vesting of this restricted stock based on achievement of pre-determined performance goals set forth in writing and based on objective measurements all established by the Committee. Committee must verify that the performance goals and other material terms are met prior to vesting. If the performance goals are not met then the restricted stock will be forfeited. It is the parties' intention that the Stock P lan be adopted and administered in a manner that enables Company to deduct for federal income tax purposes the full value of all annual restricted stock grants. The delivery of restricted stock earned, if any, will be made after certification by the Committee of achievement of performance goals following completion of the audit of the annual financial statements by Company's then current outside audit firm. The parties acknowledge that the grant of any restricted shares by the Committee is contingent upon the availability of shares under the Stock Plan.

3.3.2. Stock Options. For fiscal 2005, the CEO shall recommend to the Committee that Executive receive a stock option grant for 200,000 shares of Company's common stock, exercisable at the fair market value on the grant date and vesting over three years and otherwise pursuant to and subject to all terms and conditions set forth in Company's Stock Plan and in a manner consistent with the Company's then current compensation policies. The fiscal 2005 grant will be Executive's only stock option grant.

        3.4. VACATION. During the Active Term of this Agreement, Executive shall be entitled to vacation commensurate with other senior executives. The dates of said vacations shall be mutually agreed upon by Company's Chairman and Executive.

        3.5. CAR. During the Active Term, Company will continue to provide Executive with a car. Any amount included in Executive's W-2 wages relative to this car shall be grossed up for tax purposes. (The term " grossed up" as used in this Agreement refers to a payment to Executive in an amount that, after reduction for any income or excise taxes due, is equal to the net amount payable.)

        3.6. BUSINESS EXPENSES. Company shall pay, advance or reimburse Executive for all normal and reasonable business-related expenses, including travel expenses, incurred in the performance of his duties on the same basis as paid to other senior executives. Company shall furnish Executive with company credit cards provided to other senior executives for use solely in the performance of his duties. Company will also pay for legal expenses, for purposes of assistance with this agreement, up to $15,000 as a one-time expense.

        3.7. TAXES. The compensation provided to Executive hereunder shall be subject to any withholdings and deductions required by any applicable tax laws.

        3.8. BENEFIT PLANS. Executive is entitled to participate in any deferred compensation or other employee benefit plans, including any profit sharing or 401(k) plans; group life, health, hospitalization and disability insurance plans; deferred compensation plans; discount privileges; incentive bonus plans; and other employee welfare benefits made available generally to, and under the same terms as, Company's executives.

        3.9. CONSULTING DURING RENEWAL TERM. If Executive has been employed by Company during the entire Active Term, then this Agreement shall automatically be continued for an additional term of five fiscal years ending January 28, 2012 (the "Renewal Term"), during which Executive shall continue to be employed by the Company in a non-executive officer capacity and shall be paid a fixed salary of $1,343,000.00 per year payable in equal installments in accordance with Company's payroll practices for executive employees, representing total salary of $6,715,000.00 over the five years (the "Renewal Term Compensation"). Executive shall be available to consult with senior management and members of the Board regarding Company business to the extent Executive determines and without any minimum time commitment during the Renewal Term. At the commencement of the Renewal Term, Executive shall receive the car being provided under paragraph 3.5 at no further cost to Executive, provided Executive shall be responsible for withholding and other income tax on the value of the car. During the Renewal Term, Executive shall continue to be entitled to participate in the benefit plans described in paragraph 3.8, to the same extent as other executives of Company, provided, however if Executive does not qualify to participate in the health insurance program as a less than full time employee, the Company shall provide coverage for Executive and his spouse during the Renewal Term.

4. EXECUTIVE'S OBLIGATIONS.

        4.1. CONFIDENTIAL INFORMATION. Executive agrees that during and after his employment, any "confidential information" as defined below shall be held in confidence and treated as proprietary to Company. Executive agrees not to use or disclose any confidential information except to promote and advance the business interests of Company. Executive agrees that upon his separation from employment, for any reason whatsoever, he shall not take or copy, and shall immediately return to Company, any documents that constitute or contain confidential information. "Confidential information" includes, but is not limited to, any confidential data, figures, projections, estimates, pricing data, customer lists, buying manuals or procedures, distribution manuals or procedures, other policy and procedure manuals or handbooks, supplier information, tax records, personnel histories and records, company phone directories, lists of associates, organizational charts, info rmation regarding sales, information regarding properties, product designs, design processes, manufacturing processes, information regarding manufacturers and suppliers and any other confidential information regarding the business, operations, properties or personnel of Company which are disclosed to or learned by Executive as a result of his employment, but shall not include his personal personnel records. Confidential information shall not include any information that (i) Executive had in his possession prior to his first performing services for Company; (ii) becomes a matter of public knowledge thereafter through sources independent of Executive; (iii) is disclosed by Company without restriction on its use; or (iv) is required to be disclosed by law or governmental order or regulation.

        4.2. NON-SOLICITATION.

4.2.1. EMPLOYEES. Executive agrees that during his employment, including the Renewal Term, and for two years after the end of his employment, for any reason, he shall not, directly or indirectly, solicit Company's employees to leave their employment; he shall not employ or seek to employ them; and, he shall not cause or induce any of Company's competitors to solicit or employ Company's employees.

4.2.2. THIRD PARTIES. Executive agrees that during his employment, including the Renewal Term, and for two years following the end of his employment, for any reason, he shall not, either directly or indirectly, recruit, solicit or otherwise induce or influence any customer, supplier, sales representative, lender, lessor or any other person having a business relationship with Company to discontinue or reduce the extent of such relationship except in the course of his duties pursuant to this Agreement and with the good faith objective of advancing Company's business interests.

        4.3. NONCOMPETITION. Executive agrees that during his employment, including the Renewal Term, and for a period of one year following the end of his employment, for any reason, he shall not, either directly or indirectly, accept employment with, act as a consultant to, or otherwise perform the same services (which shall be determined regardless of job title) for any business that directly competes with Company's business, which is understood to be the design, manufacture and retail sale (including Internet sales) of mens or womens specialty clothing, accessories, shoes, and related items regardless of whether such items are now included in Company's merchandise mix.

        4.4. COOPERATION.

4.4.1. WITH COMPANY. Executive agrees to cooperate with Company during the course of all third-party proceedings arising out of Company's business about which Executive has knowledge or information. Such proceedings may include, but are not limited to, internal investigations, administrative investigations or proceedings, and lawsuits (including pre-trial discovery). For purposes of this paragraph, cooperation includes, but is not limited to, Executive's making himself available for interviews, meetings, depositions, hearings, and/or trials without the need for subpoena or assurances by Company, providing any and all documents in his possession that relate to the proceeding, and providing assistance in locating any and all relevant notes and/or documents.

4.4.2. WITH THIRD PARTIES. Executive agrees to communicate with, or give statements to, third parties relating to any matter about which Executive has knowledge or information as a result of his employment only to the extent that it is Executive's good faith belief that such communication or statement is in Company's business interests; provided, however, the forgoing shall not restrict or prevent Executive from providing information to governmental or regulatory authorities as required by law.

4.4.3. WITH MEDIA. Executive agrees to communicate with, or give statements to, any member of the media (print, television or radio) relating to any matter about which Executive has knowledge or information as a result of his employment only to the extent that it is Executive's good faith belief that such communication or statement is in Company's business interests.

        4.5. REMEDIES. Executive agrees that any disputes under this paragraph shall not be subject to arbitration. If Executive breaches this paragraph, the damage will be substantial, although difficult to quantify, and money damages may not afford Company an adequate remedy; therefore, if Employee breaches or threatens to breach this paragraph, Company shall be entitled, in addition to other rights and remedies, to specific performance, injunctive relief and other equitable relief to prevent or restrain such conduct.

5. TERMINATION AND RELATED BENEFITS.

        5.1. DEATH. This Agreement shall terminate automatically upon Executive's death, and Company shall pay his surviving spouse, or if he leaves no spouse, his estate, any base salary earned by Executive, and any rights or benefits that have vested through the date of termination, including the payment of the full Renewal Term Compensation under paragraph 3.9. In addition, Company shall pay Executive's surviving spouse, or if he leaves no spouse, his estate, any declared but unpaid bonus that, but for Executive's death, would otherwise have been payable to Executive.

        5.2. PERMANENT DISABILITY. Upon Executive's permanent disability at anytime during the Active Term, Company shall have the right to terminate this Agreement immediately with written notice. Company shall not have the right to terminate this Agreement for Executive's permanent disability during the Renewal Term. For these purposes, permanent disability shall mean that Executive fails to perform his duties on a full-time basis for a period of more than 90 calendar days during any 12-month period, due to a physical or mental disability or infirmity. If this Agreement is terminated due to Executive's permanent disability, Company shall pay Executive any base salary earned and any rights or benefits that have vested through the date of termination, including the payment of the full Renewal Term Compensation under paragraph 3.9. In addition, Company shall pay Executive any declared but unpaid bonus that, but for Executive's disability, would otherwise have been payable to Executive.

        5.3. TERMINATION BY COMPANY.

5.3.1. DURING THE ACTIVE TERM. In addition to as provided below in paragraphs 5.3.2, Company may terminate this Agreement at any time during the Active Term, for any reason, upon 30 days' written notice to Executive. Company may, in its sole discretion, require Executive to cease active employment immediately. In the event of such a termination, Company shall have only the following obligations:

(i) Pay Executive severance in the form of base salary continuation for one year; provided, however, that such salary shall cease to be paid if Executive accepts or performs comparable employment.

(ii) If Executive has been employed the full fiscal year prior to the date of termination, pay Executive any incentive bonus declared, but unpaid.

(iii) Continue Executive's medical coverage for one year under the same terms as provided to other Company executives, or pay for COBRA coverage; provided, however, that such coverage shall cease upon Executive's becoming eligible for similar coverage under another benefit plan.

(iv) Pay Executive the full Renewal Term Compensation over five years beginning following the termination date.

5.3.2. FOR CAUSE. Company may terminate this Agreement at any time if it has "cause" to do so. For purposes of this paragraph, the term "cause" means the following:

(i) willful violation of laws and regulations governing Company;

(ii) willful failure to substantially comply with any material terms of this Agreement, provided Company shall make a written demand for substantial compliance setting forth the specific reason(s) for same and Executive shall have 60 days to cure, if possible;

(iii) willful breach of fiduciary duties;

(iv) willful damage, willful misrepresentation, willful dishonesty, or other willful conduct which Company determines has had or is likely to have a material adverse effect upon Company's operations, assets, reputation or financial conditions; or

(v) willful breach of any stated material employment policy of Company.

Failure to meet performance targets and measures shall not constitute "cause" as that term is used herein. Executive may have an opportunity to be heard by the Board prior to a termination for cause. For purposes of this paragraph, Executive's acts or omissions shall be considered "willful" if done without a good faith, reasonable belief that such act or omission was in Company's best interest. In the event of termination for cause, Company's obligations hereunder cease upon notice of termination.

5.3.4. METHOD OF PAYMENT. Executive agrees that Company shall have the option of paying the present value of any amount(s) due under this paragraph in a lump sum or in the form of salary continuation, but in no event shall such payout period exceed one year. Present value shall be calculated based upon National City Bank's prime interest rate.

        5.4. VOLUNTARY RESIGNATION BY EXECUTIVE. Executive may terminate this Agreement by his voluntary resignation at any time. Executive shall give at least 60 calendar days' written notice of his intention to resign to Company's Chairman, which Company may accept immediately. In the event of Executive's resignation, Company will have no further obligations or liability hereunder except for the payment of any salary accrued and unpaid at the date of termination.

        5.5. SALARY DUE AT TERMINATION. In the event of any termination of Executive's employment under this Agreement, Executive (or his estate) shall be paid any unpaid portion of his salary that has accrued by virtue of his employment during the period prior to termination, and any unpaid, declared bonus, together with any unpaid business expenses properly incurred under this Agreement prior to termination. Such amounts shall be paid within 15 days of the date of termination, unless otherwise provided herein.

6. ARBITRATION. Except as provided in paragraph 2.3 and in paragraph 4.5, the parties agree that arbitration shall be the sole and exclusive remedy to redress any dispute, claim or controversy involving the interpretation of this Agreement or the terms, conditions or termination of this Agreement or the terms, conditions or termination of Executive's employment with Company. The parties intend that any arbitration award shall be final and binding and that a judgment on the award may be entered in any court of competent jurisdiction and enforcement may be had according to its terms. This paragraph shall survive the termination or expiration of this Agreement.

        6.1. Arbitration shall be held in Pittsburgh, PA, and shall be conducted by a retired federal judge or other qualified arbitrator mutually agreed upon by the parties in accordance with the Voluntary Arbitration Rules of the American Arbitration Association then in effect. The parties shall have the right to conduct discovery pursuant the Federal Rules of Civil Procedure; provided, however, that the Arbitrator shall have the authority to establish an expedited discovery schedule and cutoff and to resolve any discovery disputes. The Arbitrator shall not have jurisdiction or authority to change any provision of this Agreement by alterations of, additions to or subtractions from the terms hereof. The Arbitrator's sole authority in this regard shall be to interpret or apply any provision(s) of this Agreement. The Arbitrator shall be limited to awarding compensatory damages, including unpaid wages or benefits, but shall have no authority to award punit ive, exemplary or similar-type damages.

        6.2. Any claim or controversy not sought to be submitted to arbitration, in writing, within 180 days of when it arose shall be deemed waived and the moving party shall have no further right to seek arbitration or recovery with respect to such claim or controversy.

        6.3. The arbitrator shall be entitled to award expenses, including the costs of the proceeding, and reasonable counsel fees.

        6.4. The parties hereby acknowledge that since arbitration is the exclusive remedy, neither party has the right to resort to any federal, state or local court or administrative agency concerning breaches of this Agreement, except as otherwise provided in paragraph 2.3 or paragraph 4.5, and that the decision of the Arbitrator shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court before any administrative agency with respect to any arbitrable claim or controversy.

7. GENERAL PROVISIONS.

        7.1. The parties agree that the covenants and promises set forth in paragraphs 4, 5 and 6 shall survive the termination of this Agreement and continue in full force and effect.

        7.2. Except as otherwise provided in paragraph 6.2 above, failure to insist upon strict compliance with any term hereof shall not be considered a waiver of any such term.

        7.3. This Agreement along with any other document or policy or practice referenced herein (which are collectively referred to as "Agreement" herein), contain the entire agreement of the parties regarding Executive's employment and supersede any prior written or oral agreements or understandings relating to the same. No modification or amendment of this Agreement shall be valid unless in writing and signed by or on behalf of both parties.

        7.4. If Executive's employment terminates, for any reason whatsoever, he shall immediately tender his written resignation from the Board, which resignation the Chairman may or may not accept.

        7.5. Once signed by both parties, this Agreement shall be binding upon and shall inure to the benefit of the heirs, successors, and assigns of the parties.

        7.6. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provisions of this Agreement, or the application thereof to any person or circumstance, shall, for any reason and to any extent, be held invalid or unenforceable, such invalidity and unenforceability shall not affect the remaining provisions hereof and the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law.

        7.7. The validity, construction, and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the laws of the State of Pennsylvania, without reference to the Pennsylvania choice of law rules.

        7.8. Any written notice required or permitted hereunder shall be mailed, certified mail (return receipt requested) or hand-delivered, addressed to Company's Chairman at Company's then principal office, or to Executive at the most recent home address on his paycheck. Notices are effective upon receipt.

        7.9. The rights of Executive under this Agreement shall be solely those of an unsecured general creditor of Company.

        7.10. The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of any provision hereof.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement consisting of 7 pages.

EXECUTIVE                                                                     AMERICAN EAGLE OUTFITTERS, INC.

/s/ Roger S. Markfield                                                         By:  /s/ James O'Donnell

Roger S. Markfield                                                                         James O'Donnell

Signed: May 16, 2005                                                          Signed: May 16, 2005

EX-10

EXHIBIT 10.2

EMPLOYMENT AGREEMENT

(Susan P. McGalla)

THIS AGREEMENT is by and between American Eagle Outfitters, Inc. and/or its designated subsidiary ("Company") and Susan P. McGalla ("Executive"), and is effective as of January 30, 2005.

Company agrees to promote Executive to President and Chief Merchandising Officer - American Eagle Outfitters Brand ("President - AE Brand ") and Executive hereby accepts this offer of continued employment and agrees to serve Company subject to the general supervision, advice and direction of Company's Chief Executive Officer (or his designee) and Board of Directors ("Board"), and upon the following terms and conditions:

1. Position and Duties. Executive shall be employed as Company's President - AE Brand, with such authority and duties as are customary for this position, and shall perform such other services and duties as the Board may from time to time designate. Executive's formal election as President -- AE Brand is subject to approval at the next meeting of the Board of Directors.

1.1. Executive agrees to devote her full business time, best efforts, and undivided attention to the business and affairs of Company, except for any vacations, illness, or disability. Executive shall not engage in any other businesses that would interfere with her duties, provided that nothing contained herein is intended to limit Executive's right to make passive investments in the securities of publicly or privately owned companies or other businesses which will not interfere or conflict with her duties hereunder. Executive may serve on the Board of Directors of not more than one publicly traded company that does not compete with the Company with the consent of the CEO.

1.2. Executive agrees that she shall at all times observe and be bound by all rules, policies, practices, and resolutions heretofore or hereafter adopted in writing by the Company which are generally applicable and provided to Company's officers and employees and which do not otherwise conflict with this Agreement.

1.3. Company shall indemnify Executive in the performance of her duties and responsibilities and advance expenses in connection therewith to the same extent as other senior executives and officers. Disputes arising out of this paragraph 1.3 shall not be subject to arbitration under paragraph 6.

2. Term. This Agreement and Executive's employment by the Company shall terminate on February 3, 2007, unless sooner terminated as provided herein, or unless extended by the mutual written agreement of both parties (the "Term").
3. Compensation.

3.1. Base Salary. Company shall pay Executive an annual salary at the rate of $800,000.00 as compensation for her services hereunder, payable in equal installments in accordance with Company's payroll practices for executive employees. The Compensation Committee of the Board (the "Committee") may increase Executive's base salary at their discretion, but said salary shall not be decreased.

3.2. Cash Bonus.

3.2.1 Annual Incentive Bonus. Executive is eligible to receive an annual incentive bonus targeted at 90% of her base salary and a maximum of 180% of her base salary for fiscal 2005 and for fiscal 2006 under the Company's Management Incentive Plan, or any equivalent replacement plan (the "Bonus Plan"). For each fiscal year after 2005 during the term of this Agreement, the CEO may in his discretion recommend to the Committee that Executive receive an annual incentive bonus targeted at more than 90% of her annual base salary and a maximum of more than 180% of her base salary under the Bonus Plan. Payment of this annual performance bonus is conditioned on achievement of pre-determined performance goals set forth in writing and based on objective measurements all established by the Committee. The Committee must verify that the performance goals and other material terms have been met prior to payment. It is the Company's intention that the Bonus Plan be adopted and administered in a manner that e nables Company to deduct for federal income tax purposes the amount of any annual incentive bonus. The incentive bonus determined to be due, if any, will be paid within 70 calendar days after the close of Company's fiscal year and completion of an outside audit by Company's then current outside audit firm.

3.2.2. Long Term Incentive Bonus. Executive is eligible to receive a long term incentive bonus under the Bonus Plan, or any successor plan (the "LTI Plan"), where for each fiscal year during the term of this Agreement, the CEO shall recommend to the Committee that there be credited to Executive's LTI bonus account an amount targeted at 45% of her annual base salary and a maximum of 90% of her base salary, conditioned on achievement of pre-determined performance goals set forth in writing and based on objective measurements all established by the Committee. The Committee must verify that the performance goals and other material terms have been met prior to crediting her LTI bonus account. Subject to paragraph 7 hereof, Executive will receive payment of: (a) one-third of the amount in her LTI bonus account in each fiscal year beginning in fiscal 2008; (b) the entire amount in her LTI bonus account on death, disability or retirement; and (c) no amount of her LTI bonus account upon any volun tary termination of employment by Executive (other than for retirement or disability). It is the Company's intention that the LTI Plan be adopted and administered in a manner that enables Company to deduct for federal income tax purposes all amounts paid pursuant to the LTI Plan.

3.2.3. Promotion Bonus. Executive shall receive a one time cash bonus in the amount of $50,000.00 in connection with her promotion, payable within 30 days of the date that this Agreement is fully executed.

3.3. Stock.

3.3.1. Stock Grant. Executive shall receive a series of grants for a total of 74,848 shares of restricted stock over the term of this Agreement, consisting of 37,424 shares of restricted stock in each of fiscal 2005 and in fiscal 2006, pursuant to and subject to all terms and conditions set forth in Company's 1999 Stock Incentive Plan, or any equivalent replacement plan (the "Stock Plan"). For fiscal years after 2005, Executive is eligible for additional restricted stock grants at the recommendation of the CEO at his discretion and subject to approval of the Committee. Pursuant to the terms of the Stock Plan, the Committee will condition the vesting of restricted stock based on achievement of pre-determined performance goals set forth in writing and based on objective measurements all established by the Committee. The Committee must verify that the performance goals and other material terms have been met prior to vesting. It is the Company's intention that the Stock Plan be adopted and ad ministered in a manner that enables Company to deduct for federal income tax purposes the value of all restricted stock grants. The delivery of restricted stock earned, if any, will be made within 70 calendar days after the close of Company's fiscal year and completion of an outside audit by Company's then current outside audit firm. Any awards of restricted stock outstanding at the time of a "change in control," as that term is defined in Section 9(c) of the Company's 2005 Stock Award and Incentive Plan, shall vest immediately upon the change in control.

3.3.2. Stock Options. Executive shall receive a one time grant of non-qualified options covering the term of this Agreement to purchase a total of 200,000 shares of Company's common stock vesting one-third on each January 30 of 2006, 2007, and 2008, which award shall be made pursuant to and subject to all terms and conditions set forth in the Stock Plan and in a manner consistent with the Company's compensation policies. For fiscal years after 2005, Executive is eligible for additional stock option grants at the recommendation of the CEO at his discretion and subject to approval of the Committee.

3.3.3 Adjustment. The parties agree that in the event of any stock split of Company shares or other Company securities, Company shall adjust the number of shares awarded or to be awarded under subparagraph 3.3.1 hereof and the options awarded in subparagraph 3.3.2 hereof to prevent the dilution or diminution of such awards.

3.4. Vacation. During the term of this Agreement, Executive shall be entitled to vacation commensurate with other senior executives. Company's CEO and Executive shall mutually agree upon the dates of such vacation.

3.5. Auto Allowance. During the term of this Agreement, Company will provide Executive with an automobile allowance of $850.00 per month. Any amount included in Executive's W-2 wages relative to this allowance shall be grossed up for tax purposes. (The term "grossed up" as used in this subparagraph 3.5 refers to an additional payment to Executive in an amount equal to any income or excise taxes due and owing by Executive with respect to the allowance and any additional payments thereon.)

3.6 Business Expenses. Company shall pay, advance or reimburse Executive for all normal and reasonable business-related expenses, including travel expenses, incurred in the performance of her duties on the same basis as paid to other senior executives. Company shall furnish Executive with Company credit cards provided to other senior executives for use solely in the performance of her duties.

3.7. Taxes. The compensation provided to Executive hereunder shall be subject to any withholdings and deductions required by any applicable tax laws.

3.8. Benefit Plans. Executive is entitled to participate in any deferred compensation or other employee benefit plans, including any profit sharing or 401(k) plans; group life, health, hospitalization and disability insurance plans; deferred compensation plans; discount privileges; equity plans; incentive bonus plans; and other employee welfare benefits made available generally to, and under the same terms as, Company's executives.

4. Executive's Obligations.

4.1. Confidential Information. Executive agrees that during and after her employment, any "confidential information" as defined below shall be held in confidence and treated as proprietary to Company. Executive agrees not to use or disclose any confidential information except to promote and advance the business interests of Company. Executive agrees that upon her separation from employment, for any reason whatsoever, she shall not take or copy, and shall immediately return to Company, any documents that constitute or contain confidential information. "Confidential information" includes, but is not limited to, any confidential data, figures, projections, estimates, pricing data, customer lists, buying manuals or procedures, distribution manuals or procedures, other policy and procedure manuals or handbooks, supplier information, tax records, personnel histories and records, company phone directories, lists of associates, organizational charts, information regarding sales, information regardin g properties and any other confidential information regarding the business, operations, properties or personnel of Company which are disclosed to or learned by Executive as a result of her employment, but shall not include her personal non-business records or personnel records or any information that (i) Executive possessed prior to her first performing services for Company; (ii) becomes a matter of public knowledge thereafter through sources independent of Executive; (iii) is disclosed by Company without restriction on its use; or (iv) is required to be disclosed by law or governmental order or regulation, or court order.

4.2. Solicitation.

4.2.1. Employees. Executive agrees that during her employment and for two years after the end of her employment, for any reason, she shall not, directly or indirectly, solicit Company's employees to leave their employment; she shall not employ or seek to employ them; and, she shall not cause or induce any of Company's competitors to solicit or employ Company's employees; provided, however, such prohibition on employment shall not extend to employees that approach Executive without solicitation by Executive.

4.2.2 Third Parties. Executive agrees that during her employment and for two years following the end of her employment, for any reason, she shall not, either directly or indirectly, recruit, solicit or otherwise induce or influence any customer, supplier, sales representative, lender, lessor or any other person having a business relationship with Company to discontinue or reduce the extent of such relationship except in the course of her duties pursuant to this Agreement and with the good faith objective of advancing Company's business interests.

4.3. Non-competition. Subject to the Company's performance of the acts and obligations set forth in the next sentence hereof, Executive agrees that for a period of one year following the end of her employment (the "non-compete period"), for any reason, she shall not, either directly or indirectly, accept employment with, act as a consultant to, or otherwise perform the same services (which shall be determined regardless of job title) for any business that directly competes with Company's business, which is understood to be the design, manufacture and retail sale (including Internet sales) of specialty clothing, accessories, shoes, and related merchandise. Notwithstanding the foregoing, if Executive's employment is terminated pursuant to any provisions or subparagraphs of paragraph 5 hereof or if the Company and Executive do not enter into a new agreement before, at, as of, or after the end of the Term, then the non-competition provisions of this subparagraph 4.3 shall apply only if: (i) Compa ny at its option invokes the first sentence of this paragraph 4.3 by written notice to the Executive, and (ii) Company continues to pay Executive her base salary and provides medical coverage or pays COBRA as severance during and for the entire non-compete period (collectively, "severance benefits"); and provided further that if the Company fails to continue to pay or provide Executive her severance benefits during any point in the non-compete period, Executive will immediately no longer be subject to the non-competition provisions of this subparagraph 4.3.

4.4. Cooperation.

4.4.1. With Company. Executive agrees to cooperate with Company during the course of all third-party proceedings arising out of Company's business about which Executive has knowledge or information. Such proceedings may include, but are not limited to, internal investigations, administrative investigations or proceedings, and lawsuits (including pre-trial discovery). For purposes of this paragraph, cooperation includes, but is not limited to, Executive's making herself available for interviews, meetings, depositions, hearings, and/or trials without the need for subpoenas or assurances by Company, providing any and all documents in her possession that relate to the proceeding, and providing assistance in locating any and all relevant notes and/or documents, provided that Company gives to Executive reasonable notice of the need for cooperation and pays Executive, if she is required to appear at the request of the Company, such pay to be at a per day rate based on her final annual base salary.

4.4.2. With Third Parties. Executive agrees to communicate with, or give statements to, third parties relating to any matter about which Executive has knowledge or information as a result of her employment only to the extent that it is Executive's good faith belief that such communication or statement is in Company's business interests.

4.4.3. With Media. Executive agrees to communicate with, or give statements to, any member of the media (print, television or radio) relating to any matter about which Executive has knowledge or information as a result of her employment only to the extent that it is Executive's good faith belief that such communication or statement is in Company's business interests.

4.5. Remedies. Executive agrees that any disputes under this paragraph shall not be subject to arbitration. If Executive breaches this paragraph 4, the damage will be substantial, although difficult to quantify, and money damages may not afford Company an adequate remedy; therefore, if Executive breaches or threatens to breach this paragraph, Company shall be entitled, in addition to other rights and remedies, to specific performance, injunctive relief and other equitable relief to prevent or restrain such conduct, provided that this paragraph 4.5 shall not be interpreted to excuse Company from meeting its burden of proof in any action to secure such relief.

5. Termination and Related Benefits.

5.1. Death. This Agreement shall terminate automatically upon Executive's death, and Company shall pay her surviving spouse, or if she leaves no spouse, her estate, any base salary earned by Executive, and any rights or benefits that have vested. In addition, Company shall pay Executive's surviving spouse, or if she leaves no spouse, her estate, any declared but unpaid bonus that, but for Executive's death would otherwise have been payable to Executive. All unvested portions of awards granted under the Stock Plan and under any other plans that are outstanding, and not previously forfeited, shall vest at Executive's death.

5.2. Permanent Disability. Upon Executive's permanent disability, Company shall have the right to terminate this Agreement immediately with written notice. For these purposes, permanent disability means a permanent and total disability within the meaning of Code section 22(e)(3). If this Agreement is terminated due to Executive's permanent disability, Company shall pay Executive any base salary earned and any rights or benefits that have vested. In addition, Company shall pay Executive any declared but unpaid bonus that, but for Executive's disability, would otherwise have been payable to Executive. All unvested portions of awards under the Stock Plan and under any other plans that are outstanding, and not previously forfeited, shall vest at the time Executive's employment is terminated for permanent disability under this paragraph 5.2.

5.3. Termination by Company.

5.3.1 At End of Term. Company may terminate this Agreement at the end of its Term or any extension thereof by giving 60 calendar days' written notice to Executive. Company may, in its sole discretion, require Executive to cease active employment and pay out the 60-day notice period. Upon a termination of this Agreement at the end of the Term or any extension thereof by Company's written notice to Executive, Company shall have the same obligations to Executive as those set forth in subparagraph 5.3.2 below.

5.3.2. During the Term. In addition to a termination for cause as provided below in subparagraph 5.3.3, Company may terminate this Agreement during its Term, for any reason, upon 30 days' written notice to Executive. Company may, in its sole discretion, require Executive to cease active employment immediately. In the event of such a termination, Company shall have only the following obligations:

(i) Pay Executive severance in the form of base salary continuation for one year; provided, however, that such salary shall cease to be paid if Executive accepts or performs comparable employment.

(ii) If Executive has been employed the full fiscal year prior to the date of termination, pay Executive any annual incentive bonus declared, but unpaid under the annual bonus plan; and no amount under the long term incentive plan.

(iii) Continue Executive's medical coverage or pay COBRA premiums on behalf of Executive for one year under the same terms as provided to other Company executives; provided, however, that such coverage shall cease upon Executive's becoming eligible for similar coverage under another benefit plan.

(iv) If Executive has been actively employed at least six full months during the fiscal year in which her employment is terminated, then any restricted stock awards outstanding at the time of the termination and not previously forfeited shall vest to the extent that the performance goals established at the time of grant are met for the fiscal year during which termination occurred, even though Executive was not employed for the entire fiscal year.

5.3.3. For Cause. Company may terminate this Agreement during its Term if it has "cause" to do so. For purposes of this paragraph, the term "cause" means the following:

(i) willful violation of laws and regulations governing Company;

(ii) willful failure to substantially comply with any material terms of this Agreement, provided Company shall make a written demand for substantial compliance setting forth the specific reason(s) for same and Executive shall have 60 days to cure, if possible;

(iii) willful breach of fiduciary duties;

(iv) willful damage, willful misrepresentation, willful dishonestly, or other willful conduct which Company determines has had or is likely to have a material adverse effect upon Company' s operations, assets, reputation or financial conditions; or

(v) willful breach of any stated material employment policy of Company.

Failure to meet performance targets and measures shall not constitute "cause" as that term is used herein. Executive may have an opportunity to be heard by the Board prior to a termination for cause. For purposes of this paragraph, Executive's acts or omissions shall be considered "willful" if done without a good faith, reasonable belief that such act or omission was in Company's best interest. In the event of termination for cause, Company's obligations hereunder cease on Executive's last day of active employment, unless otherwise provided herein.

5.3.4. Method of Payment. Executive agrees that Company shall have the option of paying the present value of any amount(s) due under this paragraph in a lump sum or in the form of salary continuation, but in no event shall such payout period exceed one year. Present value shall be calculated based upon National City Bank's prime interest rate.

5.4. Termination by Executive.

5.4.1. At End of Term. Executive may terminate this Agreement at the end of its Term or any extension of this Agreement by giving 60 calendar days' written notice to Company's CEO. Company may, in its sole discretion, accept Executive's termination effective immediately and shall continue to pay Executive for 60 calendar days. Company shall thereafter have no obligations to Executive under this Agreement, except as otherwise provided herein.

5.4.2. Voluntary Resignation. Executive may terminate this Agreement or any extension of this Agreement by her voluntary resignation. Executive shall give at least 60 calendar days' written notice of her intention to resign to Company's CEO, which Company may accept immediately. In the event of Executive's resignation, Company will have no further obligations or liability hereunder except as otherwise provided herein.

5.4.3. For Good Reason. Executive may terminate this Agreement or any extension of this Agreement for good reason, which shall mean a material reduction or change in Executive's position, title(s), authority, functions, duties or responsibilities relating to her supervision and management of merchandising, design and marketing for the AE Brand and AE Direct; provided Executive has not agreed in writing, to the change in advance and provided further that Executive may only exercise this right by written notice to the Company within 30 days of the change. In the event Executive exercises this right, Company shall have the same obligations to Executive as those set forth in subparagraph 5.3.2 above.

5.5. Salary Due at Termination. In the event of any termination of Executive's employment, in addition to the payment provided for in paragraph 4.3, Executive (or her estate) shall be paid any unpaid portion of her salary that has accrued by virtue of her employment during the period prior to termination, and bonuses for any fiscal year completed prior to such termination for which the bonus has been earned and not yet been paid, together with any unpaid business expenses properly incurred prior to termination. Such amounts shall be paid within 15 days of the date of termination, unless otherwise provided herein.

6. Arbitration
. Unless stated otherwise herein, the parties agree that arbitration shall be the sole and exclusive remedy to redress any dispute, claim or controversy involving the interpretation of this Agreement or the terms, conditions or termination of this Agreement or the terms, conditions or termination of Executive's employment with Company. The parties intend that any arbitration award shall be final and binding and that a judgment on the award may be entered in any court of competent jurisdiction and enforcement may be had according to its terms. This paragraph shall survive the termination or expiration of this Agreement.

6.1. Arbitration shall be held in Pittsburgh, PA, and shall be conducted by a retired federal judge or other qualified arbitrator mutually agreed upon by the parties in accordance with the Voluntary Arbitration Rules of the American Arbitration Association then in effect. The parties shall have the right to conduct discovery pursuant the Federal Rules of Civil Procedure; provided, however, that the Arbitrator shall have the authority to establish an expedited discovery schedule and cutoff and to resolve any discovery disputes. The Arbitrator shall not have jurisdiction or authority to change any provision of this Agreement by alterations of, additions to or subtractions from the terms hereof. The Arbitrator's sole authority in this regard shall be to interpret or apply any provision(s) of this Agreement. The Arbitrator shall be limited to awarding compensatory damages, including unpaid wages or benefits, but shall have no authority to award punitive, exemplary or similar-type damages, except where expressly provided by statute.

6.2. Any claim or controversy not sought to be submitted to arbitration, in writing within 120 days of when it arose shall be deemed waived and the moving party shall have no further right to seek arbitration or recovery with respect to such claim or controversy.

6.3. The arbitrator shall be entitled to award expenses, including the costs of the proceeding, and reasonable counsel fees.

6.4. The parties hereby acknowledge that since arbitration is the exclusive remedy, neither party has the right to resort to any federal, state or local court or administrative agency concerning breaches of this Agreement, except as otherwise provided herein in paragraph 6, and that the decision of the Arbitrator shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court before any administrative agency with respect to any arbitrable claim or controversy.

7. Internal Revenue Code Section 409A
. Company shall, to the extent necessary, modify the timing of delivery of compensation and/or benefits to Executive if it is determined that the timing would result in the additional tax and/or interest and/or penalties assessed to Executive under Section 409A of the Internal Revenue Code of 1986, as amended (collectively referred to as the "Penalties"). Company agrees that in the event that it shall be determined that any compensation or benefits, whether paid or payable or distributed or distributable to Executive, is subject to the Penalties, Company shall indemnify and pay to Executive (or her successors and assigns) an additional amount (the "Additional Payment") such that, after payment by Executive of any federal, state or local income tax, employment tax, excise tax, and other tax (including any Penalties) imposed upon the Additional Payment and any interest or penalties imposed with respect to such taxes, Executive retai ns from the Additional Payment an amount equal to the Penalties imposed on such compensation and/or benefits. The Company hereby agrees to make the Additional Payment to Executive within 30 days of both receipt of notice from Executive and reasonable verification by the Company from information furnished by Executive that such Penalties are required to be paid by Executive.
8. General Provisions
.

8.1. The parties agree that the covenants and promises set forth in paragraph 4, 5 and 6 shall survive the termination of this Agreement and continue in full force and effect.

8.2. Except as otherwise provided in paragraph 6.2 above, failure to insist upon strict compliance with any term hereof shall not be considered a waiver of any such term.

8.3. This Agreement, along with any other document or policy or practice referenced herein (which are collectively referred to herein as "Agreement"), contain the entire agreement of the parties regarding Executive's employment and supersede any prior written or oral agreements or understandings relating to the same. No modification or amendment of this Agreement shall be valid unless in writing and signed by or on behalf of both parties.

8.4. Once signed by both parties, this Agreement shall be binding upon and shall inure to the benefits of the heirs, successors, and assigns of the parties, including any successor to the Company's business.

8.5. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If any provisions of this Agreement, or the application thereof to any person or circumstance, shall, for any reason and to any extent, be held invalid or unenforceable, such invalidity and unenforceability shall not affect the remaining provisions hereof and the application of such provisions to other persons or circumstances, all of which shall be enforced to the greatest extent permitted by law.

8.6. The validity, construction, and interpretation of this Agreement and the rights and duties of the parties hereto shall be governed by the laws of the Commonwealth of Pennsylvania, without reference to state choice of law rules.

8.7. Any written notice required or permitted hereunder shall be mailed, certified mail (return receipt requested) or hand-delivered, addressed to Company's CEO at its corporate headquarters in Warrendale, PA, or to Executive at the most recent home address. Notices are effective upon receipt.

8.8. The rights of Executive under this Agreement shall be solely those of an unsecured general creditor of Company.

8.9. The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning of any provision hereof.

IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement.

EXECUTIVE

/s/ Susan P. McGalla
Susan P. McGalla

Signed: May 16, 2005

AMERICAN EAGLE OUTFITTERS, INC.

By: /s/ James V. O'Donnell
James V. O'Donnell
Chief Executive Officer

Signed: May 16, 2005

EX-99 4 ex991_8kmarkfieldmcgallarel.htm EXHIBIT 99.1 MARKFIELD MCGALLA PRESS RELEASE

EXHIBIT 99.1

NEWS RELEASE

AMERICAN EAGLE

OUTFITTERS

Announces Roger Markfield Signs Long-Term

Agreement with the Company

Susan McGalla Promoted to President,

Chief Merchandising Officer of the AE Brand

Warrendale, PA, May 17, 2005 -- American Eagle Outfitters, Inc. (NASDAQ:AEOS) today announced that Roger Markfield signed an agreement to serve as an advisor to the Company through 2012. He will continue to serve as President of the Corporation through 2005, and Vice Chairman of the Board through 2006. Roger will focus on the development of the new retail concept and strategic growth initiatives, as well as advise the American Eagle brand, transitioning to a reduced schedule in February 2006. As Chief Merchandising Officer from 1993 through 2003, Roger has been instrumental to the growth and success of the American Eagle brand.

Susan McGalla, Executive Vice President of Merchandising, was promoted to President of the American Eagle Brand, in which she will be directly responsible for the design, merchandising and marketing functions. Susan joined the Company in 1994, rising to General Merchandise Manager of Women's in 1997, and contributed to the growth of the Women's business from 20% to 61% of total sales. Most recently, as Executive Vice President/Chief Merchandising Officer, Susan has been responsible for merchandising functions, and has been instrumental to the Company's significant growth and improvement over the past 15 months.

American Eagle Outfitters' CEO, Jim O'Donnell, commented, "I am very pleased to have Roger's long-term commitment to provide on-going merchandising leadership and creative vision, particularly as we develop our next retail brand. Susan has a proven track record and extensive experience with the American Eagle brand. After working with her for several years now, I have tremendous confidence in her ability to lead the brand to continued growth and success."

American Eagle Outfitters (NASDAQ: AEOS) is a leading lifestyle retailer that designs, markets, and sells its own brand of relaxed, casual clothing for 15 to 25 year olds, providing high-quality merchandise at affordable prices. AE's collection includes modern basics like jeans, cargo pants, and graphic Ts as well as a stylish assortment of cool accessories, outerwear and footwear. American Eagle Outfitters currently operates 777 AE stores in 50 states, the District of Columbia and Puerto Rico, and 70 AE stores in Canada. AE also operates via its Web business, www.ae.com, which offers additional sizes and styles of favorite AE merchandise.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements, which represent our expectations or beliefs concerning future events, specifically regarding the continued growth and success of the American Eagle brand and the launch and growth of our new retail concept. All forward-looking statements made by the Company involve material risks and uncertainties and are subject to change based on factors beyond the Company's control. Such factors include, but are not limited to the risks associated with the specialty apparel retail business, starting a new retail apparel brand, and those other risks described in the Company's filings with the Securities and Exchange Commission. Accordingly, the Company's future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. The Company does not undertake to publicly update or revise its forward-looking statement s even if future changes make it clear that projected results expressed or implied will not be realized.

Company Contacts:

Laura Weil

Judy Meehan

724-776-4857

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99

EXHIBIT 99.1

NEWS RELEASE

AMERICAN EAGLE

OUTFITTERS

Announces Roger Markfield Signs Long-Term

Agreement with the Company

Susan McGalla Promoted to President,

Chief Merchandising Officer of the AE Brand

Warrendale, PA, May 17, 2005 -- American Eagle Outfitters, Inc. (NASDAQ:AEOS) today announced that Roger Markfield signed an agreement to serve as an advisor to the Company through 2012. He will continue to serve as President of the Corporation through 2005, and Vice Chairman of the Board through 2006. Roger will focus on the development of the new retail concept and strategic growth initiatives, as well as advise the American Eagle brand, transitioning to a reduced schedule in February 2006. As Chief Merchandising Officer from 1993 through 2003, Roger has been instrumental to the growth and success of the American Eagle brand.

Susan McGalla, Executive Vice President of Merchandising, was promoted to President of the American Eagle Brand, in which she will be directly responsible for the design, merchandising and marketing functions. Susan joined the Company in 1994, rising to General Merchandise Manager of Women's in 1997, and contributed to the growth of the Women's business from 20% to 61% of total sales. Most recently, as Executive Vice President/Chief Merchandising Officer, Susan has been responsible for merchandising functions, and has been instrumental to the Company's significant growth and improvement over the past 15 months.

American Eagle Outfitters' CEO, Jim O'Donnell, commented, "I am very pleased to have Roger's long-term commitment to provide on-going merchandising leadership and creative vision, particularly as we develop our next retail brand. Susan has a proven track record and extensive experience with the American Eagle brand. After working with her for several years now, I have tremendous confidence in her ability to lead the brand to continued growth and success."

American Eagle Outfitters (NASDAQ: AEOS) is a leading lifestyle retailer that designs, markets, and sells its own brand of relaxed, casual clothing for 15 to 25 year olds, providing high-quality merchandise at affordable prices. AE's collection includes modern basics like jeans, cargo pants, and graphic Ts as well as a stylish assortment of cool accessories, outerwear and footwear. American Eagle Outfitters currently operates 777 AE stores in 50 states, the District of Columbia and Puerto Rico, and 70 AE stores in Canada. AE also operates via its Web business, www.ae.com, which offers additional sizes and styles of favorite AE merchandise.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements, which represent our expectations or beliefs concerning future events, specifically regarding the continued growth and success of the American Eagle brand and the launch and growth of our new retail concept. All forward-looking statements made by the Company involve material risks and uncertainties and are subject to change based on factors beyond the Company's control. Such factors include, but are not limited to the risks associated with the specialty apparel retail business, starting a new retail apparel brand, and those other risks described in the Company's filings with the Securities and Exchange Commission. Accordingly, the Company's future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. The Company does not undertake to publicly update or revise its forward-looking statement s even if future changes make it clear that projected results expressed or implied will not be realized.

Company Contacts:

Laura Weil

Judy Meehan

724-776-4857