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

Item5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On May10, 2017 (the Effective Date), Abercrombie Fitch Management
Co. (AF Management), a subsidiary of Abercrombie Fitch Co. (AF
and collectively with AF Management, the Company), executed and
entered into agreements (the 2017 Agreements) with a number of
AFs executive officers, including Fran Horowitz, Joanne C.
Crevoiserat, Kristin Scott and Stacia Andersen (each of whom is a
named executive officer for purposes of this Current Report on
Form 8-K and is referred to herein as an NEO). As previously
disclosed in AFs definitive Proxy Statement for its 2017 Annual
Meeting of Stockholders to be held on June15, 2017, the
Compensation and Organization Committee of the Board of Directors
(the Board) of AF approved the form of the 2017 Agreements on
February14, 2017. The 2017 Agreements reflect an update to
certain provisions of the executive severance agreements entered
into by AF Management on July7, 2015 with Fran Horowitz, the form
of which was disclosed as Exhibit 10.2 to AFs Current Report on
Form 8-K filed July9, 2015 and on October15, 2015 with Joanne C.
Crevoiserat, the form of which was disclosed as Exhibit 10.2 to
AFs Current Report on Form 8-K filed October19, 2015
(collectively, the 2015 Agreements) and on May20, 2016 with each
of Kristin Scott and Stacia Andersen, the forms of which were
disclosed as Exhibit 10.4 and 10.2, respectively, to AFs Current
Report on Form 8-K filed May23, 2016 (collectively, the 2016
Agreements). The 2017 Agreements will supercede the 2015
Agreements and the 2016 Agreements and are intended to continue
to support the Companys retention strategy and align the Companys
practices with current practices in the Companys industry and
peer group.

Term. The 2017 Agreements have an intial two-year term,
followed by automatic renewal on an annual basis, unless
otherwise determined by the Company or the NEO by providing
notification to the contrary at least 90 days prior to the date
on which the additional term would have automatically began.
However, if a change of control (as defined in the 2017
Agreements) occurs during the original term or an additional
term, the term of the 2017 Agreements will extend until the later
of the expiration of the original term or the additional term, as
applicable, or the 18-month anniversary of such change in
control.

Benefits. If an NEOs employment terminates during the
term of her 2017 Agreement, the Company will, in all cases, pay
to her all accrued but unpaid compensation earned by her through
the date of her termination.

If the employment of an NEO is terminated by the Company without
cause (as defined in the 2017 Agreements), other than as a result
of her death or disability, or by her for good reason ( as
defined in the 2017 Agreements) during the term (other than
during the three months prior to, or the 18 months following, a
change of control of the Company) and she executes a release of
claims acceptable to the Company:

If the employment of an NEO is terminated by the Company without
cause (other than as a result of her death or disability) or by
her for good reason during the three months prior to, or the 18
months following, a change of control of the Company and she
executes a release of claims acceptable to the Company:

In the case of Ms.Crevoiserat and Ms.Horowitz, these change of
control benefits will be provided in lieu of the amounts payable
under their respective offer letters with respect to a Change of
Control.

If the employment of an NEO is terminated by reason of her
disability, she will be entitled to receive any benefits
available under the Companys long-term disability plan (if any).
If the employment of an NEO is terminated by the Company for
cause, by her without good reason, or by reason of her death or
disability, the outstanding equity awards held by her will vest
(if at all) in accordance with the terms of her award agreements.

Restrictive Covenants. The 2017 Agreements impose
various restrictive covenants on the NEOs, including
non-competition, non-solicitation, non-disparagement, and
confidentiality covenants. The non-competition covenant prohibits
the NEOs from engaging in certain activities with identified
competitors of the Company during their employment and for a
period of 12 months after the termination of their employment.
The non-solicitation covenant prohibits the NEOs from engaging in
certain solicitation activities during their employment and for a
period of 24 months after the termination of their employment.

This summary of the 2017 Agreements is qualified in its entirety
by reference to the complete text of: (i)the form of 2017
Agreement entered into between AF Management and each of Fran
Horowitz and Joanne C. Crevoiserat, which is incorporated herein
by reference and a copy of which is included as Exhibit 10.1 to
this Current Report on Form 8-K; (ii)the form of 2017 Agreement
entered into between the AF Management and each of Kristin Scott
and Stacia Andersen, which is incorporated herein by reference
and a copy of which is included as Exhibit 10.2 to this Current
Report on Form 8-K; (iii)the offer letter between Abercrombie
Fitch and Joanne C. Crevoiserat, together with the related
Agreement between Abercrombie Fitch Management Co. and Joanne C.
Crevoiserat, which are incorporated herein by reference and
copies of which were filed as Exhibit 10.1 to AFs Quarterly
Report on Form 10-Q for the quarterly period ended May3, 2014;
and (iv)the offer letter between Abercrombie Fitch and Fran
Horowitz, which is incorporated herein by reference and a copy of
which was filed as Exhibit 10.1 to the Current Report on Form 8-K
filed by AF on October15, 2014.

Item9.01. Financial Statements and Exhibits.

(a) through (c): Not applicable.

(d) Exhibits:

The following exhibits are included with or incorporated by
reference in this Current Report on Form 8-K:

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About ABERCROMBIE & FITCH CO. (NYSE:ANF)

Abercrombie & Fitch Co. is a specialty retailer who primarily sells its products through store and direct-to-consumer operations, as well as through various wholesale, franchise and licensing arrangements. The Company operates through two segments: Abercrombie, which includes the Company’s Abercrombie & Fitch and abercrombie kids brands, and Hollister, which includes the Company’s Hollister and Gilly Hicks brands. The Company offers an array of apparel products, including knit tops, woven shirts, graphic t-shirts, fleece, sweaters, jeans, woven pants, shorts, outerwear, dresses, intimates and swimwear, and personal care products and accessories for men, women and kids under the Abercrombie & Fitch, abercrombie kids, Hollister and Gilly Hicks brands. The Company has operations in North America, Europe, Asia and the Middle East. As of January 28, 2017, the Company operated 709 stores in the United States and 189 stores outside of the United States.

ABERCROMBIE & FITCH CO. (NYSE:ANF) Recent Trading Information

ABERCROMBIE & FITCH CO. (NYSE:ANF) closed its last trading session down -0.27 at 13.83 with 7,531,291 shares trading hands.