Summary of Compensation Structure for Non-Associate Directors of Abercrombie& Fitch Co. for Fiscal 2016

an annual cash retainer of $65,000 (to be 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 who are to receive an additional annual cash retainer of $40,000 and $25,000, respectively, and (ii) the Chair of the Compensation and Organization Committee who is to receive an additional annual cash retainer of $30,000, in each case for serving in the stated capacity. In each case, the retainers are to be paid quarterly in arrears; and

an annual grant of restricted stock units, to be granted on the date of the annual meeting of stockholders pursuant to the Abercrombie & Fitch Co. 2016 Long-Term Incentive Plan for Directors (or any successor plan approved by the Company’s stockholders), with the market value of the underlying shares of the Company’s Class A Common Stock, $0.01 par value (the “Common Stock”) on the grant date to be $150,000, 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, 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”) for serving in such capacity (paid quarterly in arrears); and

an additional annual grant of restricted stock units for serving in such capacity, with the market value of the underlying shares of Common Stock on the grant date to be $100,000 (the “Non-Executive Chairman RSU Retainer”). The Non-Executive Chairman RSU Retainer was deferred by Mr. Martinez pursuant to the Company’s Directors’ Deferred Compensation Plan in Fiscal 2016.

restricted stock units are to be granted annually 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 (or a successor plan approved by the Company’s stockholders); and

restricted stock units 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, 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”) for serving in such capacity (paid quarterly in arrears); and

an additional annual grant of restricted stock units, with the market value of the underlying shares of Common Stock on the grant date to be $1,875,000 (the “Executive Chairman RSU Retainer”). The Executive Chairman RSU Retainer was deferred by Mr. Martinez pursuant to the Company’s Directors’ Deferred Compensation Plan in Fiscal 2016.

restricted stock units are to be granted annually 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 (or a successor plan approved by the Company’s stockholders);

restricted stock units will vest on the earliest of (i) the date on which the Board of Directors of the Company appoints a Chief Executive Officer of the Company, unless the Board of Directors determines otherwise, (ii) the first anniversary of the grant date or (iii) the date of the next regularly scheduled annual meeting of stockholders, subject to earlier vesting in the event of Mr. Martinez’s death or total disability or upon a change of control of the Company;

restricted stock units 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 of Directors determines otherwise; 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 restricted stock units 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.