Aeropostale, Inc. CHANGE OF CONTROL SEVERANCE PLAN

Employee acknowledges that Employee’s employment with Employer is terminated as of the Effective Date, and Employee agrees that Employee will not, from and after such date, hold herself/himself out as an employee or other agent of Employer.

Subject to the terms and conditions of the Plan and this Agreement, Employer hereby agrees to pay to Employee, in consideration of the mutual promises and releases contained herein: (a) a severance payment (as set forth in Section 4(a) of the Plan) in the amount of $________, less applicable withholding taxes and/or deductions which will be payable in a single cash lump sum payment on the 60^th day following the Termination Date; (b)(i) any accrued but unpaid base salary through the Termination Date, less applicable withholding taxes and/or deductions plus (ii) an amount, if any, equal to accrued and unused paid time off (pto) days, less applicable withholding taxes and/or deductions to be paid in a lump sum within 7 days after the Termination Date; and (c) any earned but unpaid Annual Incentive (as defined in the Plan) based on the actual achievement of performance criteria for the most recently completed measuring period occurring immediately prior to the Termination Date, less applicable withholding taxes and/or deductions to be paid in the form and at the time any such Annual Incentive payments are paid to other eligible employees in such Annual Incentive plan.

Except with respect to any payments under paragraphs 1 and 2 of this Agreement, any amounts payable under Section 4(b) of the Plan and any vested accrued benefits under any 401(k) plan or other tax-qualified retirement plan of the Employer in accordance with the terms and conditions of such plan or applicable law, Employee acknowledges, understands and agrees that Employee will not be entitled to receive any remuneration of any kind or nature from Employer, including, but not limited to, vacation pay, which is accrued after the Effective Date, bonus pay, health benefits, COBRA payments, or travel, lodging, or any other expense reimbursements or other payments of any kind. Provided, however, that Employee may, if applicable, receive from Employer reimbursement of Employee’s actual reimbursable company-related expenses that she incurred (i) in accordance with Employer’s reimbursement policy and (ii) prior to the Effective Date. Such reimbursable expenses must be presented to and accepted by Employer prior to Employee receiving the severance payment under paragraph 1 of this Agreement. In addition, after the Effective Date, Employee shall not be permitted to make contributions to Employee’s 401(k) account, if any. Nothing in this Agreement shall be deemed to be a waiver of Employee’s right to elect continuation of health coverage on a self-pay basis under COBRA or of any rights to indemnification that Employee may have under the Employer’s organizational documents or otherwise.

(A) As a material inducement to Employer to enter into this Agreement, and in consideration of Employer’s obligations under this Agreement and for other good and valuable consideration, the receipt of which is hereby acknowledged by the Employee, Employee hereby irrevocably, unconditionally and generally releases, discharges, and covenants not to sue or bring any claim, action, lawsuit or complaint of any nature against Employer and each of Employer’s affiliates, parents, subsidiaries, related companies, divisions, insurers and their respective past and present officers, directors, employees, and the heirs, executors, administrators, receivers, and any and all employee benefit plans (and fiduciaries of such plans) sponsored by any of them and successors and assigns of all of the foregoing (collectively, “Releasees”), from and with respect to any and all actions, causes of action, suits, liabilities, claims, and demands whatsoever, whether known or unknown, from the beginning of time to the date of this Agreement (collectively, “Claims”). The parties intend this release to be general and comprehensive in nature and to release all claims and potential claims against the Releasees to the maximum extent permitted at law. Claims being released include, without limitation, any and all claims: (a) arising directly or indirectly out of or in any way related to Employee’s employment with Employer or the termination of Employee’s employment with Employer; (b) pursuant to any contract, express or implied, written or oral; (c) for wrongful dismissal or termination of employment; (d) arising under any federal, state, local or other statutes, orders, laws, ordinances, regulations or the like that relate to the employment relationship and/or specifically that prohibit discrimination on the basis of age, race, color, religion, disability, sex, sexual orientation, national origin, or citizenship, including, without limitation, Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. sec. 2000 et seq., the Employee Retirement Income Security Act of 1974, 29 U.S.C. sec. 1001 et seq., the Americans With Disabilities Act, 42 U.S.C. sec. 1210 et seq., the Family and Medical Leave Act , 29 U.S.C., sec. 2601 et seq., the Civil Rights Act of 1991, 42 U.S.C. Sections 1981 through 1988, the Sarbanes-Oxley Act of 2002, the New York State Human Rights Law, the New York City Administrative Code, the New York Labor Law, the New York Executive Law, the Worker Adjustment Retraining and Notification Act, the Occupational Safety and Health Act, the Americans with Disabilities Act, the Fair Credit Reporting Act, the Immigration Reform Control Act, the National Labor Relations Act, all as amended, and any applicable rules and regulations promulgated pursuant to or concerning any of the foregoing statutes. Without limiting the

Employee represents that Employee has returned all of Employer’s property, including, without limitation, all mailing lists, reports, files, memoranda, computer hardware, software, access codes, discs and instruction manuals, credit cards, door and file keys, and other physical or intellectual property that Employee received, prepared or helped to prepare in connection with Employee’s employment by Employer, and Employee has not retained any copies, duplicates, reproductions or extracts thereof.

Employee acknowledges and agrees that, during the course of employment with Employer, Employee had access to and acquired Confidential Information. As used in this Agreement, “Confidential Information” means any business, financial or technical information or trade secrets or proprietary information (including, without limitation, account records, plans for the creation or disposition of products, product development plans, financial data, financial plans, marketing strategies, and personnel records and evaluations), the use or disclosure of which could be detrimental to the interests of Employer, its shareholders, directors, officers, employees or agents. Employee agrees to keep Confidential Information confidential at all times and not to disclose any Confidential Information, except as the same may be required under compulsion of law, and further provided that Employee gives Employer prompt notice of any such request so that Employer may seek a protective order to prevent disclosure.

Employee agrees that for a period of six (6) months following the Effective Date of this Agreement, Employee will not, directly or indirectly, on Employee’s behalf or on behalf of or in conjunction with any person, partnership, firm, company, corporation or other entity, without the Company’s prior written consent, solicit, induce, hire or engage, or attempt to solicit, induce, hire or engage any employee, agent or consultant of the Company (or its subsidiaries) to terminate his or her employ or other relationship with the Company (or its subsidiaries), or in any way interfere with or disrupt the Company’s (or its subsidiaries) relationship with any of its employees, agent, or consultants.

For the [______(See Plan for applicable time period)] month period following the Termination Date, Employee shall not, directly or indirectly, become an employee, consultant, joint venture, serve on the board of, lender, investor (other than as a 1% or less shareholder of a publicly traded corporation), guarantor or otherwise render services to any “Company Competitor” or any supplier, agent, vendor, independent contractor, professional organization or consultant working for or on behalf of Employer. “Company Competitor” shall mean those companies listed on Exhibit A annexed hereto which includes all subsidiaries, related companies and affiliates of those companies listed on Exhibit A. [Employee shall during the period set forth above in this paragraph 8, notify Employer of any change in address and identify each subsequent employment of business activity in which Employee shall engage during such period, stating the name and address of the employer or business organization and the nature of Employee’s position.]

Employee will not make or cause to be made any statement, opinion or observation, or communicate or cause to be communicated any information, that could reasonably be considered to disparage, criticize or reflect negatively in any way on Employer, its parents, subsidiaries, affiliates, shareholders, directors, officers, employees or agents. Nothing in this Agreement shall prohibit or restrict Employee from: (i) disclosing information, as required by law, in a proceeding or lawsuit in which Employer is a party or in any other proceeding or lawsuit upon 10 days prior written notice to Employer; or (ii) providing information to or testifying or otherwise assisting in any investigation or proceeding brought by any federal regulatory or law enforcement agency or legislative body or Employer’s designated legal, compliance or human resources officers. In addition, Employee agrees to cooperate with Employer by making himself or herself available to testify on behalf of Employer or any of its subsidiaries or affiliates in any action, suit or proceeding whether civil, criminal, administrative or investigative and to assist Employer by providing information and meeting and consulting with Employer representatives or counsel as requested.

If Employee breaches any of Employee’s obligations under this Agreement, Employer, in addition to all of the other rights which it may have in equity or in law, shall be released from any obligation to make the payments referred to in paragraphs 1 and 2. Employee and Employer agree to keep the existence and the terms of this Agreement confidential, except that Employee and Employer may disclose the same to their attorneys or financial advisors if such attorneys or financial advisors agree to keep the same confidential. Employee understands and agrees that if Employee breaches the confidentiality or the non-disparagement provisions of this Agreement it will cause Employer irreparable and continuing harm, for which Employer would have no legal remedy. Consequently, if Employee breaches any part of the confidentiality, non-solicitation or the non-disparagement provisions of this Agreement, Employer will have the right to proceed against the Employee in a court of law or before an arbitrator for injunctive relief as well as seek all other remedies and damages available to Employer.

Employee agrees that Employee will not seek reinstatement, employment or reemployment with Employer or any of its parents, subsidiaries, affiliates, successors or assigns, and that any such application for reinstatement, employment or reemployment may be rejected without cause and without any liability to Employer or the entity to which the application is made.

The provisions of this Agreement are severable, and if any provision or term, or part of provision or term of this Agreement is declared or determined by a court to be illegal or invalid, the validity of the remaining parts, provisions or terms shall not be affected thereby, and said illegal or invalid part, provision or term shall not be deemed to be a part of this Agreement.

Nothing contained in this Agreement or the fact that Employer has signed this Agreement shall be considered as an admission or suggestion of any liability of Employer to Employee, and Employer specifically disclaims any liability for any wrongful acts against Employee on the part of itself, its employees or agents.

Employer and Employee each agree to bear their own costs, expenses, attorneys’ fees and other expenditures incurred in connection with this Agreement.

Neither party has relied on any representation with respect to the subject matter of this Agreement or any representation inducing the execution of this Agreement except such representations as are expressly set forth in this Agreement. This Agreement: (a) represents the entire agreement of the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof, and the terms of this Agreement may not be modified, amended or supplemented except by an agreement in writing signed by both parties hereto; (b) shall inure to the benefit of, and be binding upon, the parties hereto and their respective legal representatives, heirs and successors; (c) shall be governed by, and construed in accordance with, the laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws) and venue and jurisdiction of any disputes arising pursuant to this Agreement shall be proper in the courts of the Southern District of New York.

Employee acknowledges and represents that Employee has been provided with and has read this Agreement and fully understands the terms of this Agreement and that Employee has had sufficient opportunity to review it and to confer with an attorney before signing this Agreement. Employee further acknowledges that Employee is voluntarily and knowingly entering into this Agreement.

Employee shall have a period of [twenty-one (21)]¹ days from the date Employee receives this Agreement in which to review, sign and return the Agreement to Employer. In the event that this Agreement is not returned to Employer within that time frame, then this offer of severance shall be rescinded and this Agreement shall be of no force and effect.

No waiver of any breach of any term or condition of this Agreement shall be or shall be construed to be a waiver of any other breach of this Agreement. No waiver shall be binding under this Agreement unless in writing and signed by the party waiving such breach. This Agreement may not be changed, altered and/or modified except by a writing signed by Employee and Employer. The parties agree that this Agreement may be executed in counterparts, each of which shall be deemed to constitute an executed original.

[Only if Employee is over 40]Employee will have seven (7) calendar days after the date Employee signs this Agreement to revoke this Agreement if Employee so desires. Any revocation must be in writing and must be received by Kathy Gentilozzi, SVP Human Resources, Aeropostale, Inc. 112 West 34th Street, New York, New York 10120, within the revocation period to be deemed effective. This Agreement shall be of no force and effect if Employee timely revokes it, but if Employee signs and does not revoke it within the foregoing revocation period, it shall then become effective and enforceable