ABERCROMBIE Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In a Current Report on Form 8-K dated and filed on May 14, 2019, Abercrombie & Fitch Co. (the “Registrant”) reported that, on May 13, 2019, as part of its ongoing transformation efforts, the Registrant made the decision to eliminate the role of Chief Operating Officer. The Registrant also reported that, as a result, Joanne C. Crevoiserat (“Ms. Crevoiserat”), the Registrant’s Executive Vice President & Chief Operating Officer, will be leaving the Registrant on June 15, 2019, following a short transition period.

Ms. Crevoiserat and Abercrombie & Fitch Management Co., a subsidiary of the Registrant (“A&F Management” and collectively with the Registrant, the “Company”), entered into a Separation Agreement, effective June 12, 2019 (the “Separation Agreement”). Under the terms of the Separation Agreement, Ms. Crevoiserat remained a full-time, active employee of the Company and continued to be compensated during the transition period through June 15, 2019 (the “Transition Period”) at her then current base salary or an annualized rate of $925,000 (the “Crevoiserat Base Salary”). Under the terms of the Separation Agreement, since Ms. Crevoiserat executed a release of claims acceptable to the Company (the “Release”), on June 15, 2019 (the “Separation Date”) she is entitled to receive severance benefits contemplated under the terms of the Agreement entered into by A&F Management and Ms. Crevoiserat with an effective date of May 10, 2017 (the “Severance Agreement”), as modified by the Separation Agreement.

to the Separation Agreement and the Severance Agreement, from and after the Separation Date, Ms. Crevoiserat is entitled to receive:

Ms. Crevoiserat’s departure from the Company as a result of the elimination of the Chief Operating Officer role.

In the Separation Agreement, Ms. Crevoiserat and A&F Management acknowledge that the provisions of the Severance Agreement under which Ms. Crevoiserat would have been eligible to receive additional cash amounts in lieu of Ms. Crevoiserat’s then outstanding and unvested equity replacement grants and equity inducement grants as described in Ms. Crevoiserat’s offer of employment letter dated as of April 3, 2014 and executed by Ms. Crevoiserat on April 8, 2014, had been mooted by virtue of the prior vesting of such grants and such provisions no longer applied.

The performance share awards granted to Ms. Crevoiserat on March 21, 2017 and March 27, 2018, respectively, will each vest in accordance with the terms of the respective related award agreements on a pro-rata basis based on Ms. Crevoiserat’s continued employment through the Separation Date and subject to the Company’s actual performance through the end of the applicable performance period. The remaining unvested service-based promotional restricted stock units granted to Ms. Crevoiserat on March 21, 2017 will vest in accordance with the terms of the related award agreement on a pro-rata basis based on Ms. Crevoiserat’s continued employment through the Separation Date, subject to the Company’s achievement of the specified performance objective through the applicable performance period. Ms. Crevoiserat’s performance-based promotional restricted stock units will be forfeited in accordance with the terms of the related award agreement as of the Separation Date. In addition, any other remaining unvested equity awards previously granted to Ms. Crevoiserat will be forfeited in accordance with the terms of the respective related award agreements.

Under the Separation Agreement, Ms. Crevoiserat reaffirms the restrictive covenants specified in the Severance Agreement, including non-competition, non-solicitation, non-disparagement and confidentiality covenants, which remain in effect in accordance with their respective terms. The non-competition covenant prohibits Ms. Crevoiserat from engaging in certain activities during her employment with the Company and for a period of 12 months after such employment is terminated. The non-solicitation covenant prohibits Ms. Crevoiserat from engaging in certain solicitation activities during her employment with the Company and for a period of 24 months after such employment is terminated.

The foregoing summary of the provisions of the Separation Agreement is qualified in its entirety by reference to the complete text of the Separation Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by this reference. The foregoing summary of the applicable provisions of the Severance Agreement is qualified in its entirety by reference to the complete text of the Severance Agreement, which is included as Exhibit 10.2 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 exhibits are included with this Current Report on Form 8-K:

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ABERCROMBIE & FITCH CO /DE/ Exhibit
EX-10.1 2 a6-18x2019exhibit101.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1SEPARATION AGREEMENTTHIS SEPARATION AGREEMENT (this “Separation Agreement”) is entered into by and between Abercrombie & Fitch Management Co.,…
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About ABERCROMBIE & FITCH CO. (NYSE:ANF)

Abercrombie & Fitch Co. (A&F) is a specialty retailer that operates stores and direct-to-consumer operations. Through these channels, the Company sells products, including casual sportswear apparel, including knit tops and woven shirts, graphic t-shirts, fleece, jeans and woven pants, shorts, sweaters and outerwear; personal care products, and accessories for men, women and kids under the Abercrombie & Fitch, abercrombie kids and Hollister brands. Its segments include Abercrombie, which includes the Company’s Abercrombie & Fitch and abercrombie kids brands, and Hollister. A&F operates approximately 750 stores in the United States and over 180 stores outside of the United States. It operates Websites for each brand, both domestically and internationally. The Websites are available in over 10 languages, accepting over 30 currencies and shipping to over 120 countries. It sources merchandise through over 150 vendors located throughout the world, primarily in Asia and Central America.