Summary of Compensation Structure for Non-Associate Directors of Abercrombie & Fitch Co. for Fiscal2016

an annual cash retainer of $65,000 for Board service (paid quarterly in arrears);

an additional annual cash retainer for each standing committee Chair and member of $25,000 and $12,500, respectively, other than (i) the Chair and the members of the Audit and Finance Committee received an additional annual cash retainer of $40,000 and $25,000, respectively, and (ii) the Chair of the Compensation and Organization Committee who received an additional annual cash retainer of $30,000, in each case for serving in the stated capacity. In each case, the retainers were paid quarterly in arrears; and

an annual grant of restricted stock units (“RSUs”), granted on the date of the annual meeting of stockholders of the Company pursuant to the Abercrombie & Fitch Co. 2016 Long‑Term Incentive Plan for Directors, and which will vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next regularly scheduled annual meeting of stockholders of the Company; in each case, subject to earlier vesting in the event of a non-associate director’s death or total disability or upon a change of control of the Company.

an additional annual cash retainer of $200,000 (the “Non-Executive Chairman Cash Retainer”), paid quarterly in arrears; and

an additional annual grant of RSUs, with the market value of the underlying shares of Common Stock on the grant date being $100,000 (the “Non‑Executive Chairman RSU Retainer”).

RSUs were granted on the date of the 2016 Annual Meeting pursuant to the Abercrombie & Fitch Co. 2016 Long‑Term Incentive Plan for Directors; and

RSUs will vest on the earlier of (i) the first anniversary of the grant date or (ii) the date of the next regularly scheduled annual meeting of stockholders of the Company, subject to earlier vesting in the event of Mr. Martinez’s death or total disability or upon a change of control of the Company.

an additional annual cash retainer of $625,000 (the “Executive Chairman Cash Retainer”), paid quarterly in arrears; and

an additional annual grant of RSUs, with the market value of the underlying shares of Common Stock on the grant date being $1,875,000 (the “Executive Chairman RSU Retainer”).

RSUs were granted on the date of the 2016 Annual Meeting pursuant to the Abercrombie & Fitch Co. 2016 Long‑Term Incentive Plan for Directors;

RSUs will vest on earliest of: (i) the date on which the Board appoints a Chief Executive Officer of the Company, unless the Board determines otherwise (as of the date of the filing of the Company’s Annual Report on Form 10‑K for Fiscal 2016, the Board had not made its determination with respect to this vesting alternative); (ii) the first anniversary of the grant date; or (iii) the date of the next regularly scheduled annual meeting of stockholders; in each case, subject to earlier vesting in the event of Mr. Martinez’s death or total disability or upon a change of control of the Company;

RSUs that vest due to the appointment of a Chief Executive Officer of the Company will be pro-rated for the portion of the year that has elapsed between the grant date and the date of appointment of a Chief Executive Officer, unless the Board determines otherwise (as of the date of the filing of the Company’s Annual Report on Form 10‑K for Fiscal 2016, the Board had not made its determination with respect to the related vesting alternative or any pro-rated vesting associated therewith); and

if Mr. Martinez’s service as Executive Chairman of the Board ends for any reason other than his death or total disability or appointment of a Chief Executive Officer of the Company, a pro-rata portion of unvested RSUs will vest to reflect the portion of the year that has elapsed between the grant date and the date on which his service as Executive Chairman of the Board ends.