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)

February 20, 2006

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 February 20, 2006, American Eagle Outfitters, Inc. (the "Company") entered into a Resignation Agreement and Release (the "Agreement") with Michael J. Leedy, the Company's Executive Vice President and Chief Marketing Officer, related to his resignation of employment with the Company, effective March 4, 2006.  Pursuant to the Agreement, in exchange for a general release of any claims against the Company, Mr. Leedy will receive the following: (1) his salary earned through the effective date of the Agreement; (2) severance pay in the amount of $475,000 over a severance period of up to 12 months (the "Severance Period"); (3) 20,600 shares of previously granted restricted stock if the Company achieves its 2005 fiscal year earnings per share goals, in accordance with the original terms of the grant; (4) thirty days to exercise previously granted stock options for 26,666 shares, which will vest and become exercisable on March 4, 2006, in accordance with the original terms of the grant; (5) annual bonus compensation, to the extent that the Compensation Committee of the Company's Board of Director's certifies the achievement of the Company's 2005 fiscal year earnings per shares goals, in an amount up to $665,000; and (5) reimbursement for COBRA premiums, if COBRA coverage is elected, during the shorter of the Severance Period or until Mr. Leedy is no longer eligible for COBRA coverage. A copy of the Agreement is being filed herewith as exhibit 10.1 and is incorporated herein by reference.
ITEM 1.02.	Termination of a Material Definitive Agreement
	The Agreement referred to in Item 1.01 terminates the employment agreement dated July 30, 2003 between the Company and Mr. Leedy (except for certain provisions that survive the termination of the employment agreement, as describe in the Agreement). Mr. Leedy's employment agreement was previously filed as Exhibit 10.13 to the Company's Form 10-Q for the period ended August 2, 2003, filed September 12, 2003.
ITEM 7.01.	Regulation FD Disclosure
	The information in this Item 7.01 of Form 8-K shall not be treated as "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. On February 20, 2006, the Company issued a press release announcing a management change. 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*	Resignation Agreement and Release between the Company and Michael J. Leedy, dated February 20, 2006
99.1**	Press Release dated February 20, 2006 announcing management change
* Such Exhibit is being filed herewith pursuant to Item 1.01 of the Current Report on Form 8-K.
** Such Exhibit is being "furnished" (not filed) pursuant to Item 7.01 of the Current Report on Form 8-K.

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.

	AMERICAN EAGLE OUTFITTERS, INC.
	(Registrant)
Date: February 24, 2006	By:	/s/ Dale E. Clifton
		Dale E. Clifton
		Senior Vice President and Chief Accounting Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1*	Resignation Agreement and Release between the Company and Michael J. Leedy, dated February 20, 2006
99.1**	Press Release dated February 20, 2006 announcing management change
* Such Exhibit is being filed herewith pursuant to Item 1.01 of the Current Report on Form 8-K.
** Such Exhibit is being "furnished" (not filed) pursuant to Item 7.01 of the Current Report on Form 8-K.

EX-10

EXHIBIT 10.1

RESIGNATION AGREEMENT AND RELEASE

This Resignation Agreement and Release ("Agreement") is made between the following parties:

American Eagle Outfitters, Inc., hereinafter referred to, together with its predecessors, successors, assigns, affiliated companies, officers, directors, employees, agents, and shareholders, individually and in their representative capacities as "the Company"; and Michael J. Leedy, hereinafter referred to, together with his heirs, administrators, executors, successors, assigns, and other personal representatives as "Mr. Leedy."

Mr. Leedy and the Company are making this agreement because:

1. Mr. Leedy has been employed by the Company, pursuant to an Employment Agreement, dated July 30, 2003; and

2. The Company and Mr. Leedy have come to a mutual agreement to end Mr. Leedy's employment under the terms described herein; and

3. The Company and Mr. Leedy desire to resolve any potential differences or any and all claims related to Mr. Leedy's employment or the end of his employment with the Company.

Therefore, in consideration of the mutual promises and agreements set forth herein, the Company and Mr. Leedy hereby agree as follows:

1. Mr. Leedy's employment with the Company will end on Saturday, March 4, 2006 (the "Effective Date").

2. The Company agrees to pay Mr. Leedy his salary earned through the Effective Date.

3. The Company further agrees to pay Mr. Leedy severance pay in an amount equal Four Hundred Seventy Five Thousand Dollars ($475,000), minus all legally required payroll and withholding taxes, in accordance with normal Company pay practices over a severance period of up to 12 months (the "Severance Period"). If Mr. Leedy accepts or performs comparable employment at any time during the Severance Period, the Company's obligation to pay severance shall immediately cease and the Severance Period shall end at that time. Mr. Leedy will notify the Company of such comparable employment in writing as far in advance as is reasonable and will repay to the Company any severance pay received from the Company after accepting or performing comparable employment.

4. The Company will allow Mr. Leedy to receive the 20,600 shares of restricted stock represented by grant no. RS050018 if the Company achieves its 2005 fiscal year earnings per share goals, and which he would not otherwise receive under the 1999 Stock Incentive Plan if he were not employed on the date the earnings targets were certified, with such shares delivered at the same time as restricted shares are delivered to other employees, and subject to legally required payroll and withholding taxes.

5. Mr. Leedy's stock option no. NQ03661 for 26,666 shares at an exercise price of $7.025 per share shall vest and become exercisable on March 4, 2006, and will expire in thirty days and will no longer be exercisable on and after April 4, 2006.

6. The Company will pay Mr. Leedy annual bonus compensation, to the extent that the Compensation Committee certifies the achievement of the Company's 2005 fiscal year earnings per share goals, in an amount up to $665,000 (the maximum 140% amount) as a cash bonus at the same time payments are made to other employees under the Management Incentive Plan, and subject to legally-required payroll and withholding taxes. No amount will be paid to Mr. Leedy under the Long Term Incentive Bonus Plan under the Company's 2005 Stock Award and Incentive Plan or any other compensation plan.

7. If Mr. Leedy elects continuation of group medical coverage under federal law (COBRA), the Company will reimburse him for the monthly COBRA premiums for the Severance Period, or until he is no longer eligible for COBRA coverage, whichever comes first.

8. In consideration of the severance payment, other cash payments, bonus payments, and other benefits provided herein, Mr. Leedy agrees to release and forever discharge the Company of and from any and every legal claim, right to recovery, or cause of action, of any kind or any nature, including, but not limited to attorney's fees and including any rights or claims, whether known or unknown, arising directly or indirectly out of his Employment Agreement or his employment with, or the end of his employment with the Company.

9. In accordance with the Company's policy, it agrees to provide a neutral reference in response to any inquiries from potential employers of Mr. Leedy.

10. Mr. Leedy agrees to keep the fact of, and details concerning, this Agreement strictly confidential and that he will not, in any manner, disclose the fact of, the terms of, or the circumstances surrounding this Agreement to any persons other than his legal counsel or members of his immediate family or as required by law. The Company and Mr. Leedy each agrees not to make any disparaging or negative statements about the other, including in the case of Mr. Leedy statements about any of the Company, its management, its employees or its business.

11. The Company agrees to continue to indemnify Mr. Leedy with respect to actions of events on or prior to the Effective Date in accordance with Sub-paragraph 1.3 of his Employment Agreement and Mr. Leedy agrees to abide by the obligations of confidentiality, non-solicitation, and cooperation as set forth in Paragraph 4 of his Employment Agreement, all of which provisions shall survive the termination of the Employment Agreement and shall continue in full force and effect. However, Mr. Leedy is released by the Company from the non-compete obligations in Sub-paragraph 4.3 of his Agreement and under the terms of the Company's 1999 Stock Incentive Plan, as amended.

12. On or prior to the Effective Date, Mr. Leedy agrees to return to the Company any property of the Company in his possession or control, including, but not limited to, any Company computer, pda, credit card, documents and keys. Mr. Leedy will keep his cell phone.

13. This Agreement contains the entire agreement between the parties and no additional promises have been made or relied upon.

14. Mr. Leedy agrees that he received the first draft of this Agreement on February 10, 2006.

WE HAVE READ THIS AGREEMENT CONSISTING OF 3 PAGES, INCLUDING THE SIGNATURE PAGE, AND FULLY UNDERSTAND IT. MR. LEEDY ACKNOWLEDGES THAT HE WAS GIVEN UP TO 14 DAYS WITHIN WHICH TO CONSIDER THIS AGREEMENT, THAT HE WAS ADVISED TO CONSULT WITH LEGAL COUNSEL PRIOR TO SIGNING THIS AGREEMENT. THE PARTIES HEREBY ACKNOWLEDGE THAT THIS AGREEMENT IS A BINDING CONTRACT AS TO ITS TERMS. WE NOW VOLUNTARILY SIGN THIS AGREEMENT ON THE DATE INDICATED, SIGNIFYING OUR AGREEMENT AND WILLINGNESS TO BE BOUND BY ITS TERMS.

Witness:	AMERICAN EAGLE OUTFITTERS, INC.
/s/ Adam Diamond     2/20/06	By: /s/ Thomas A. DiDonato
Adam Diamond	Thomas A. DiDonato
	Title: EVP Human Resources
	Date: Feb. 20, 2006
	/s/ Michael J. Leedy
	Michael J. Leedy
	Date: 2/20/06

EX-99

EXHIBIT 99.1

NEWS RELEASE

AMERICAN EAGLEOUTFITTERS

Announces Management Change

EVP and Chief Marketing Officer Resigns

Successor Expected To Be Announced in Next Few Weeks

WARRENDALE, PA --February 20, 2006--American Eagle Outfitters Inc. (NASDAQ: AEOS) today announced that Michael Leedy has resigned his position as Executive Vice President and Chief Marketing Officer to pursue new opportunities. The Company expects to name a successor within the next few weeks.

"I would like to express my appreciation for Michael's many contributions to American Eagle's marketing initiatives and e-commerce business over the last 11 years, and I wish him well on his future endeavors," commented Susan McGalla, President and Chief Merchandising Officer, American Eagle Brand.

Ms. McGalla continued, "We have a highly talented creative team driving our marketing efforts. I have tremendous confidence that together with our new leadership they will continue supporting AE's position as the premier lifestyle brand for 15-25 year olds."

American Eagle Outfitters (NASDAQ:AEOS) is a leading retailer that designs, markets and sells its own brand of laidback, current clothing for 15 to 25 year-olds, providing high-quality merchandise at affordable prices. AE's original collection includes standards like jeans and graphic T's as well as essentials like accessories, outerwear, footwear, basics and swimwear. American Eagle Outfitters currently operates 797 stores in 50 states, the District of Columbia, Puerto Rico, and 71 AE stores in Canada. AE also operates ae.com, which offers additional sizes and styles of favorite AE merchandise and ships around the world. The company plans to open MARTIN + OSA, a new sportswear concept targeting 25 to 40 year old women and men, in the fall of 2006. For additional information and updates, visit www.martinandosa.com.

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 naming a marketing successor and the continuing success of our marketing efforts. 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 risk that a marketing successor is not named, and those other risks described in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of 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 fo rward-looking statements even if future changes make it clear that projected results expressed or implied will not be realized.

Company Contact:	Financial Media Contact:
Judy Meehan	Berns Communications Group
724-776-4857	Stacy Berns/Melissa Jaffin
	212-994-4660