UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 29, 2016

AMERICAN EAGLE OUTFITTERS, INC.
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	1-33338	 	13-2721761	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
		
77 Hot Metal Street
Pittsburgh, Pennsylvania	 	15203-2329	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code: (412) 432-3300
Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 

Item 5.02	Departure of Directors or Certain Officers; Election of Directors Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.	
On September 29, 2016, American Eagle Outfitters, Inc. (the “Company”) announced the appointment of Robert L. Madore as Executive Vice President, Chief Financial Officer, effective October 28, 2016. Mr. Madore will replace Scott Hurd, who has served as the Company’s Interim Chief Financial Officer since April 1, 2016. Mr. Hurd will continue with the Company as Senior Vice President and Chief Accounting Officer. Mr. Madore will serve as the Company’s principal financial officer.
Mr. Madore, age 51, joins the Company after having served as the Chief Financial Officer of Ralph Lauren Corporation from April 2015 to September 2016. Prior to that role, Mr. Madore held a number of key financial and operational roles at the Ralph Lauren Corporation, including Senior Vice President of Corporate Finance from December 2010 to March 2015, and Senior Vice President of Operations and Chief Financial Officer of its retail division from 2004 to December 2010. Before joining Ralph Lauren, Mr. Madore was Chief Financial Officer for New York & Company from 2003 to 2004, and served as Chief Operating Officer and Chief Financial Officer of FutureBrand, a division of McCann Erickson, from 2001 to 2003. Before that, he held various executive management positions at Nine West Group, Inc. from 1995 through 2000. Mr. Madore began his career in 1987 at Deloitte & Touche until 1995, and holds a Bachelor of Science in Accounting and Economics from Southern Connecticut State University. Mr. Madore is a certified public accountant.
Pursuant to the Company’s offer letter, executed on September 23, 2016 (the “Offer Letter”), Mr. Madore will receive the following compensation and benefits:
 
 	(1)	An annual base salary of $850,000;	
 
 	(2)	A sign-on bonus of $500,000, subject to a repayment agreement;	
 
 	(3)	Relocation expenses, subject to a repayment agreement;	
 
 	(4)	Eligibility to receive an annual incentive cash bonus with a target opportunity of 85% of his salary and a maximum opportunity of 170% of his salary. The bonus is contingent upon the achievement of Company and brand (if applicable) financial performance-based goals to be established by the Compensation Committee of the Board of Directors (the “Committee”) and Mr. Madore’s overall level of performance;	
 
 	(5)	Beginning in Spring 2017, an annual Restricted Stock Unit award (“Annual RSU Award”) in respect of a number of shares equal to $255,000 divided by the closing price of the Company’s common stock on the grant date. The Annual RSU Award will vest proportionally over three years from the grant date based solely on continued service to the Company over that period;	
 
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 	(6)	Beginning in Spring 2017, an annual grant of a Performance Share Plan award (“Annual PS Award”). The target number of shares which he may earn under the Annual PS Award is $595,000 divided by the closing price of the Company’s common stock on the grant date. Vesting of the Annual PS Award will be contingent upon the achievement of Company performance goals for a given 3-year period. Based upon Company performance, the Annual PS Award will vest at the time the Committee certifies the level of achievement for the goals for the 3-year period, subject to continued service; and	
 
 	(7)	Eligibility to participate in the Company’s employee benefit, retirement, deferred compensation and relocation plans, programs or policies that are in effect and generally available to the other senior executives of the Company.	
If Mr. Madore’s employment terminates voluntarily or for cause within approximately two years following his start date, a portion of the sign-on bonus and relocation expenses, prorated based on the period of Mr. Madore’s employment, is subject to repayment.
In addition, on September 23, 2016, the Company also entered into a Confidentiality, Non-Competition and Intellectual Property Agreement, as well as a Change in Control Agreement with Mr. Madore. The terms of Mr. Madore’s Change in Control Agreement are substantially the same as the change in control agreements with the Company’s other executive officers, which are described in the Form 8-K the Company filed with the U.S. Securities and Exchange Commission on April 26, 2010.
Other than as described herein, there is no arrangement or understanding between Mr. Madore and any other person pursuant to which he was selected as an officer of the Company and there are no family relationships between Mr. Madore and any of the Company’s directors or executive officers. There are no transactions to which Mr. Madore has an interest requiring disclosure under Item 404(a) of Regulation S-K.
The foregoing description of the Offer Letter and Change in Control Agreement are not complete and are qualified in their entirety by the full text of the Offer Letter and the Change in Control Agreement, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. A copy of the press release announcing Mr. Madore’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
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Item 9.01	Financial Statements and Exhibits.	
 
(d)	Exhibits.	

Exhibit No.	  	Description	
		
10.1	  	Offer Letter, between American Eagle Outfitters, Inc. and Robert Madore, dated September 21, 2016.	
		
10.2	  	Change in Control Agreement, between American Eagle Outfitters, Inc. and Robert Madore, dated September 23, 2016.	
		
99.1	  	Press release of American Eagle Outfitters, Inc., issued on September 29, 2016 announcing a management change.	
 
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	 	AMERICAN EAGLE OUTFITTERS, INC.	
				
Date: September 29, 2016	 		 	By:	 	/s/ Jennifer Stoecklein	
	 		 	Jennifer Stoecklein
Corporate Secretary	
 
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EXHIBIT INDEX

Exhibit No.	  	Description	
		
10.1	  	Offer Letter, between American Eagle Outfitters, Inc. and Robert Madore, dated September 21, 2016.	
		
10.2	  	Change in Control Agreement, between American Eagle Outfitters, Inc. and Robert Madore, dated September 23, 2016.	
		
99.1	  	Press release of American Eagle Outfitters, Inc., issued on September 29, 2016 announcing a management change.	

Exhibit 10.1
September 21, 2016
Robert Madore
Dear Robert,
We are pleased to offer you a position with American Eagle Outfitters, Inc. or one of its subsidiaries or affiliates (collectively, the “Company”) in Pittsburgh, PA. This letter confirms the terms of the Company’s offer with respect to your planned employment. You will join the Company as EVP, Chief Financial Officer, reporting directly to the Chief Executive Officer. The details of the offer are outlined below.
This offer letter and the terms of our offer are strictly confidential. To the fullest extent permitted by law, you agree to keep this offer and its terms confidential and you will not disclose the offer or its terms to any third party (excluding your spouse, lawyer, tax advisor or pursuant to court order). You understand that if you breach this provision the offer will be automatically revoked and the Company will have no obligation to you. Notwithstanding the foregoing, in the event the offer letter is publically disclosed by the Company, the confidentiality and non-disclosure restrictions shall not include any information publically disclosed.
Anticipated Start Date (“Start Date ” ): The Company anticipates that your first day of employment will be October 28, 2016.
Sign on Compensation:
Sign-on Bonus: A one-time cash bonus of $500,000 will be paid within the first week of January of 2017, subject to the attached repayment agreement.
Ongoing Compensation & Benefits:
Salary : You will receive an annualized base salary of $850,000, payable every two weeks in accordance with the Company’s normal payroll practices.
Annual Incentive Compensation Bonus: You will be eligible to earn an annual incentive compensation bonus for each fiscal year of your employment, with (a) a target opportunity of 85% of your base salary actually paid in the fiscal year and (b) a maximum opportunity of 170% of your base salary actually paid in the fiscal year. If your start date falls on or before the final business day of the Company’s 3 rd quarter (October 29,2016), you will first be eligible to receive this bonus for the Company’s 2016 fiscal year (to be paid in Spring 2017). For each performance year, the actual amount of your incentive compensation bonus will be determined at the sole discretion of the management, based upon: (i) the achievement of the Company and brand (if applicable) financial performance-based goals to be established by the Compensation Committee of the Board of Directors; and (ii) your overall level of performance. In order to be eligible to receive an incentive compensation bonus, you must remain continuously employed by the Company or any of its subsidiaries or affiliates in a bonus eligible position through the date that it is paid.
Annual Equity Compensation:
Restricted Stock Units: Beginning in Spring 2017, you will be granted an annual Restricted Stock Unit award (Annual RSU Award) in respect of a number of shares equal to $255,000 divided by the closing price of the Company’s common stock on the grant date. The Annual RSU Award will be a part of the ordinary course fiscal year 2017 grant made by the Committee and shall be subject to all terms and conditions set forth in the 2014 Plan, and an award agreement in the form determined by the Committee.
The Annual RSU Award will vest proportionally over three years from the grant date based solely on your continued service to the Company over that period.
Performance Share Plan : Beginning in Spring 2017, you will be granted a Performance Share Plan award (Annual PS Award) under the company long-term restricted stock unit incentive plan. The target number of shares which you may earn under the Annual PS Award is $595,000 divided by the closing price of the Company’s common stock on the grant date. Vesting of the Annual PS Award will be contingent upon the achievement of Company performance goals for a given 3-year period. Based upon Company performance, the Annual PS Award will vest at the time that the Committee

certifies the level of achievement of goals for the 3-year period, subject to your continued employment through the vesting date. The actual number of units vested will be based upon a sliding performance scale, varying between 0-150% of the target award. Units which do not vest based on Company performance will be forfeited.
The Annual PS Award will be part of the ordinary course fiscal year 2017 grant made by the Committee and shall be subject to all terms and conditions set forth in the 2014 Plan, and an award agreement in the form determined by the Committee.
The Company reserves the right in its sole discretion to change or modify the manner or mode of delivering compensation and benefits for a performance year that the Company, in its sole discretion, deems equivalent.
Performance Review: Annual performance appraisals take place in March. You will receive your first evaluation for merit consideration in Spring, 2018 with an April effective date.
Benefits Plans and Other Programs : You will be eligible to participate in the Company’s benefit plans and programs that the Company offers to its other senior executives, subject to the provisions of those plans. 1 These benefits include a 401(k) plan, medical, dental, vision, and life insurance, and short and long term disability insurance. For an additional overview of other provided benefits please refer to the enclosed booklet for benefits. Some additional benefits are outlined below:
 
 	•	 	Employee Stock Purchase Plan:  You will be eligible to start contributing on the first pay period of the month following your 60th day of employment. You can contribute any dollar amount up to $100 per pay period (or more without the Company match, pursuant to the terms of the plan), and the Company will match 15% of your contribution, up to $15.00 per pay. This stock vests immediately!	
 
 	•	 	401(k) Plan:  You will be eligible to begin contributing on the first pay period of the month following your 60th day of employment. Associates are automatically enrolled at a three percent (3%) of pay contribution rate, which is deducted from pay. If you wish to decline enrollment or contribute at a different rate, you must contact The Principal by the 20th of the month prior to your eligibility. Automatic increases will occur January 1st of every year after you are Company match eligible and will stop when you reach an elective deferral rate of six percent (6%) of pay. The Company will match on associate contributions of the first 6% of pay after one year of service with the following scale: 1-3% Associate contribution = 100% Company match; 4-6% Associate contribution = 50% Company match (this means that if you contribute 6% of pay, you will receive an aggregate Company match of 4.5%). In addition, Associates may contribute up to 30% of their annual pay up to the IRS annual allowable maximum. Associates are 100% vested in their employee contribution from day one and are 100% vested in the employer match after two years of employment.	
 
 	•	 	Deferred Compensation Plan : Upon eligibility, you may elect to contribute a portion of your salary and, in future years, your bonus to the Deferred Compensation Plan on a tax-deferred basis. This plan provides you with an additional savings vehicle and allows scheduled withdrawals without early withdrawal penalties in accordance with its terms.	
 
 	•	 	Health Insurance : Medical, dental and vision coverage (if you elect to participate) will begin with the pay period following the 60 th day of your start date. You can choose between our Aetna US Healthcare Open Choice PPO plan, Highmark Blue Cross Blue Shield PPO, or Aetna High Deductible Health Plan. Each medical plan option provides prescription drug coverage through Express Scripts. Dental coverage is available through Delta Dental and Vision coverage available through Ameritas Group.	
 
 	•	 	Cobra: The Company will reimburse you for 70% of the cost of COBRA insurance you purchased from your prior employer for yourself and your eligible dependents until you are eligible to begin medical coverage under the Company’s group health plan. You must provide documentation of premiums (a copy of the endorsed check used for payment or an electronic payment confirmation statement) to our Benefits Department within 30 days of payment.	

1  	Receipt of this letter does not automatically entitle you to benefits offered by the Company. Rather, the letter provides an overview of select health insurance and other benefits. If there is any discrepancy between this letter and the official benefits plan documents, the plan documents always will govern. The Company reserves the right to amend or terminate any benefit plan in its sole discretion at any time and for any reason. The Company also retains the discretion to interpret any terms or language used in this letter and any such interpretation shall be binding on you.	
 
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 	•	 	Relocation : The Company is providing relocation assistance to help defray moving costs and other expenses you may incur as you relocate to your new office in Pittsburgh, PA as outlined in the Company’s relocation guide. Details regarding these benefits will be provided to you in a separate document under separate cover. You will be contacted by the Relocation Services Department with additional details once you have accepted this offer.	
 
 	•	 	Paid Time Off (PTO) : You will accrue paid time off each pay period (every two weeks) to earn a maximum of 28 PTO days in your first year of employment. You may generally begin to use your PTO days after 60 days of your start date. PTO is inclusive of all personal, sick and vacation days and does not roll over across calendar years. The Company also observes 9 holidays throughout the year (holiday pay will apply).	
Payments Subject to Withholdings & Deductions: The amount of any payment made to you by the Company under the terms of this letter will be reduced by any required taxes, withholdings, and other authorized employee deductions as may be required by law or as you have elected under the applicable benefit plans.
Associate Discount : You will receive 40% off regular price merchandise and 25% off sale merchandise.
At Will Employment : The terms of this letter do not imply employment for any specific period of time. The Company is an “at will” employer. This means that you can terminate your employment at any time and for any reason and the Company can also terminate your employment at any time and for any reason.
Notice Period Obligations: By signing this letter, you represent to the Company that your acceptance of this offer and agreement to accept employment with the Company under these terms will not conflict with, violate or constitute a breach of any employment or other agreement to which you are a party and that you are not required to obtain the consent of any person, firm, corporation or other entity in order to accept this offer of employment.
Non-Disclosure of Confidential, Business and Proprietary or Trade Secret Information : You further represent and agree that you will not knowingly use or otherwise disclose any confidential, business and proprietary or trade secret information obtained as a result of any prior employment, unless specifically authorized to do so by your former employer(s). You should clearly understand that this provision of this letter should be regarded as this Company’s explicit instruction for you not to use or disclose this information in breach and / or violation of your representations and agreement.
Confidentiality, Non-competition and Intellectual Property Agreement : Your employment is conditioned upon your execution of the form of Confidentiality, Non-Competition and Intellectual Property Agreement attached to this letter.
Background Checks /I-9 Documentation: Any offer with the Company is contingent upon the satisfactory completion of various background investigations that may include reference checks, employment and education verification, and a federal / national and county level criminal conviction investigation. At or around the time you receive this offer letter, you will be required to sign and return the Pre-Hire Authorization form and Fair Credit Reporting Act forms. Your hiring and employment with the Company is contingent upon successful completion of your references, your submission to and your ability to provide documentation sufficient to complete form I-9 as required by law. If your background investigation is unsatisfactory, your contingent employment will be terminated.
Contractual Severance Payment: You understand that your employment may be terminated by the Company at any time without notice or any payment in lieu thereof for “cause,” as determined by the Company. Cause will be defined in the same manner as it is in the Change in Control Agreement in place and effective at the time of your termination. If your employment is involuntarily terminated by the Company, other than a termination for cause and in exchange for your execution and non-revocation of a general release of claims in the form provided by the Company (the “General Release”), you will receive severance in the form of a series of equal installment payments payable every other week (“Biweekly”) in accordance with the Company’s normal payroll practice as in effect on the date of termination in an amount equal to your then Biweekly base salary for a period of up to twelve months or until you obtain other employment with the first installment to commence no later than the first payroll date which occurs after the 55 th day following your separation from
 
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service. If the period during which the installments must commence covers two calendar years, the first installment will commence in the second calendar year. The first installment shall include a “catch up” payment consisting of any amounts that would have been paid earlier had the payments commenced on the first payroll date following the last day of employment. You will not receive any severance payments if you voluntarily resign or if your termination is a result of your death or disability.
Section 409A: The obligations under this letter agreement are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception to the maximum extent permissible. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this letter agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A of the Code. In no event may you, directly or indirectly, designate the calendar year of any payment under this letter agreement. All payments to be made upon a termination of employment under this letter agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on you pursuant to Section 409A of the Code.
Notwithstanding anything herein to the contrary, if you are considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the date of your termination of employment), any payment or benefit that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to you under this letter agreement during the six-month period immediately following your separation from service (as determined in accordance with Section 409A of the Code) on account of your separation from service shall be accumulated and paid to you on the first business day of the seventh month following your separation from service, to the extent necessary to avoid penalty taxes or accelerated taxation pursuant to Section 409A of the Code.
This letter and its attached documents which are incorporated herein by reference as if fully set forth, constitute the complete understanding between you and the Company concerning the subject matters(s) addressed, and they supersede any prior or written understanding regarding the terms and conditions of your employment with the Company. No representations have been made to you other than those contained herein. No oral modifications to the commitments made herein shall be valid. Any changes to these terms must be in writing and signed by you and an authorized representative of the Company.
This offer is contingent upon satisfactory references and assessment results.
Sincerely,
/s/ Jay Schottenstein
Jay Schottenstein
Chief Executive Officer
I have read and understand, and by my signature below agree to the terms and conditions of this letter:

/s/ Robert Madore                             	  		  	September 23, 2016                         	  		
Robert Madore	  		  	Date	  		
 
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AMERICAN EAGLE OUTFITTERS, INC.
RELOCATION EXPENSE PAYBACK AGREEMENT
For: Robert Madore
In exchange for American Eagle Outfitters, Inc.’s (“American Eagle Outfitters” or the “Company”) agreement to provide monetary assistance to me in connection with my relocation to Pittsburgh, I agree as follows:
(1) I acknowledge that I have read this American Eagle Outfitters Relocation Expense Payback Agreement and that I understand its provisions.
(2) I acknowledge that the Company has agreed to pay directly to me, or to third parties on my behalf, the following benefits in connection with my relocation to Pittsburgh:

•    Cost of moving household goods	  	•    Home finding trip expenses	
		
•    Relocation allowance	  	•    Travel to the new location	
		
•    Tax gross-up	  		
		
•    Miscellaneous expenses related to my relocation	  		
		
•    Temporary living and return trips home	  		
For purposes of this Agreement, the total amount of the relocation benefits paid directly to me or on my behalf shall be referred to as the “Total Relocation Amount”.
(3) I agree that if I voluntarily terminate my employment with the Company, or any of its affiliated entities or subsidiaries, for any reason whatsoever, or if I am dismissed by the Company, or any of its affiliated entities or subsidiaries based on gross misconduct or proven dishonesty, before the second anniversary of the date of my signature to this Agreement, I will pay a prorated portion based upon time worked during the 24 month period of the Total Relocation Amount in accordance with this Section 3.
(4) If I leave the Company’s, or any of its affiliated entities or subsidiaries, employment as stated above, I authorize the Company to deduct from monies otherwise due to me, any amounts I am obligated hereunder to pay. I understand that if such monies are not sufficient to repay the full amount that I owe, I will immediately pay the remainder owing to the Company under this Agreement. In the event that I fail to repay the amounts due within 30 days following the date that I terminate my employment, I will also pay the Company interest at an annual rate of one (1%) percent over prime on all amounts that remain unpaid after the end of such 30-day period.
(5) In the event I breach this Agreement, or default on my obligation to repay all of the Total Relocation Amount, I agree to pay the Company’s cost (including reasonable attorneys’ fees and court costs) of collecting any amounts payable under this Agreement. Any dispute arising under or in connection with the agreement shall be subject to the exclusive jurisdiction of the state courts located in Pennsylvania.
(6) I understand that the Company’s agreement to provide me with the Total Relocation Amount as outlined herein is made in the Company’s sole discretion. This does not guarantee my employment with American Eagle Outfitters as the Company is an “at-will” employer.
(7) This Agreement is in addition to, and does not replace or supersede, any other repayment Agreement I have entered into with the Company and/or its affiliated entities or subsidiaries.

/s/ Robert Madore                         	  		  	September 23, 2016	
Robert Madore	  		  	Date	
			
Jolene Sunseri	  		  	September 23, 2016	
Jolene Sunseri	  		  	Date	
THIS RELOCATION EXPENSE PAYBACK AGREEMENT MUST BE SIGNED AND RETURNED TO AMERICAN EAGLE OUTFITTERS, INC. BEFORE ANY AMOUNTS WILL BE PAID IN CONNECTION WITH YOUR RELOCATION.
AIReS
6 Penn Center West
Suite 200
Pittsburgh, PA 15276

AMERICAN EAGLE OUTFITTERS, INC.
SIGN-ON BONUS PAYBACK AGREEMENT
American Eagle Outfitters
For: Robert Madore
In exchange for American Eagle Outfitters, Inc.’s (“American Eagle Outfitters” or the “Company”) agreement to provide a one-time, sign-on bonus in the amount of $500,000 (gross) to me in connection with my employment, I agree as follows:
(1) I acknowledge that I have read this American Eagle Outfitters Sign-On Bonus Payback Agreement and that I understand its provisions.
(2) I agree that if I voluntarily terminate my employment with American Eagle Outfitters or I am dismissed by the Company based on gross misconduct or proven dishonesty during the first 24 months of employment following my start date, I will payback to American Eagle Outfitters a prorated amount of the monies based on the time worked during the 24 month period.
(3) If I leave American Eagle Outfitters employment as stated above, I authorize them to deduct from monies otherwise due me, any amounts I am obligated hereunder to pay. I understand that if such monies are not sufficient to repay the full amount I owe, I will immediately pay the remainder owed to American Eagle Outfitters under this Agreement. In the event that I fail to pay the remaining amounts due within 30 days following the date that I terminate my employment, I will also pay the Company interest at an annual rate of one (1%) percent over prime on all amounts that remain unpaid after the end of such 30-day period.
(4) I understand that the Company’s agreement to provide me with this Sign-On Bonus is made in the Company’s sole discretion. This does not guarantee my employment with American Eagle Outfitters as the Company is an “at-will” employer.
(5) In the event that I fail to adhere to the repayment obligations as outlined herein, I also agree to pay American Eagle Outfitters cost (including reasonable attorney’s fees and court costs) of collecting any amounts payable under this Agreement. Any dispute arising under or in connection with the agreement shall be subject to the exclusive jurisdiction of the state courts located in Pennsylvania.
(6) This Agreement is in addition to, and does not replace or supersede, any other repayment Agreement I have entered into with the Company and/or its affiliated entities or subsidiaries.
Signature:     /s/ Robert Madore                            
Print Name: Robert Madore                              
Date: September 23, 2016                                
ONE COPY OF THIS AMERICAN EAGLE OUTFITTERS, INC. SIGN-ON BONUS PAYBACK AGREEMENT MUST BE SIGNED AND RETURNED TO HUMAN RESOURCES PRIOR TO PAYMENT OF ANY AMOUNT. PLEASE RETAIN THE OTHER FOR YOUR RECORDS.

Exhibit 10.2
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated as of the 23rd day of September, 2016, is made by and between American Eagle Outfitters, Inc., a Delaware corporation (the “ Company ”) and the executive listed on the signature page (the “ Executive ”).
WHEREAS, the Company desires to assure continuity of management and fair treatment of its executives in the event of a possible Change in Control (as defined below) transaction; and
WHEREAS, the Company recognizes that its executives may be involved in evaluating or negotiating any offers, proposals or other transactions which could result in a Change in Control of the Company and believes that it is in the best interest of the Company and its stockholders for such executives to be in a position to be able to assess objectively and pursue aggressively the interests of the Company’s stockholders in making these evaluations and carrying on such negotiations; and
WHEREAS, the Board of Directors (the “ Board ”) of the Company believes it is essential to provide Executive with compensation arrangements upon a Change in Control that provide Executive with some financial security and that are competitive with those of other corporations, and in order to accomplish these objectives, the Board has authorized the Company to enter into this Agreement.
NOW THEREFORE, the parties, for good and valuable consideration and intending to be legally bound, agree as follows:
1. Operation and Term of Agreement. This Agreement shall be effective as of the date first set forth above. This Agreement may be terminated by the Company upon 12 months’ advance written notice to Executive; provided , however , that after a Change in Control Date during the term of this Agreement, including during the 12 month period following any notice of termination, this Agreement shall remain in effect until all of the obligations of the parties under the Agreement are satisfied and the Protection Period has expired. Prior to a Change in Control Date, this Agreement shall immediately terminate upon termination of Executive’s employment or upon Executive’s ceasing to be an officer of the Company.
2. Certain Definitions. For purposes of this Agreement, the following words and phrases shall have the following meanings:
(a) “ Cause ” shall mean: (i) the Executive’s willful and continued failure substantially to perform the duties of his or her position after notice and opportunity to cure; (ii) any willful act or omission by the Executive constituting dishonesty, fraud or other malfeasance, which in any such case is demonstrably injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates; (iii) an act that constitutes misconduct resulting in a restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes-Oxley Act of 2002; or (iv) a plea of guilty or no contest to or the Executive’s conviction of a felony in a court of law under the laws of the United States or any state thereof or a law substantially similar to a felony in any other jurisdiction in which the Company or a subsidiary or affiliate conducts business which materially impairs the value of the Executive’s service to the Company or any of its subsidiaries or affiliates; provided , however , that for purposes of this definition, no act or failure to act shall be deemed “willful” unless effected by the Executive not in good faith and without a reasonable belief that such action or failure to act was in or not opposed to the Company’s best interests, and no act or failure to act shall be deemed “willful” if it results from any incapacity of the Executive due to physical or mental illness.
(b) “ Change in Control ” shall mean and be deemed to have occurred if there shall occur any of the following:
(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, or successor provisions (a “ Person ”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or successor provisions (“ beneficial ownership ”)) of more than 50% or more of either (1) the then-outstanding shares of common stock of the Company

(the “ Outstanding Company Common Stock ”) or (2) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Company Voting Securities ”); provided , however , that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate of the Company or a successor, or (D) any acquisition by any entity pursuant to a transaction that complies with subsections (v)(A), (B) and (C) below;
(ii) During the twelve (12) month period ending on the date of the most recent acquisition, the acquisition by a Person of beneficial ownership of 30% or more of the Outstanding Company Voting Securities; provided , however , that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate of the Company or a successor, or (D) any acquisition by any entity pursuant to a transaction that complies with subsections (v)(A), (B) and (C) below;
(iii) During the twelve (12) month period ending on the date of the most recent acquisition, the acquisition by a Person of assets of the Company having a total gross fair value equal to or more than 40% of the total gross fair market value of the Company’s assets immediately before such acquisition; provided , however , that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (A) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any affiliate of the Company or a successor, or (B) any acquisition by any entity pursuant to a transaction that complies with subsections (v)(A), (B) and (C) below;
(iv) A majority of the individuals who serve on the Board as of the date hereof (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided , however , that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds of the directors then comprising the Incumbent Board (including for these purposes, the new members whose election or nomination was so approved, without counting the member and his predecessor twice) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;
(v) Consummation of a reorganization, merger, recapitalization, reverse stock split, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its Subsidiaries, or the acquisition of assets or stock of another entity by the Company or any of its Subsidiaries (each, a “ Business Combination ”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets directly or through one or more subsidiaries (a “ Parent ”)) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or a Parent or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination or Parent) beneficially owns, directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the ultimate parent entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the ownership in excess of more than 50% existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors or trustees of the entity resulting from such Business Combination or a Parent were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(vi) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
(c) “ Change in Control Date ” shall be any date during the term of this Agreement on which a Change in Control occurs.
(d) “409A Control Change” shall mean a Change in Control that constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of Code Section 409A(a)(2)(A)(v).
(e) “ Code ” shall mean the Internal Revenue Code of 1986, as amended.
(f) “ Disability ” shall mean a “permanent and total disability” within the meaning of Section 409A(a)(2)(c) of the Code and underlying regulations. The Company reserves the right, in good faith, to make the determination of disability under this Agreement based upon information supplied by Executive and/or his medical personnel, as well as information from medical personnel (or others) selected by the Company or its insurers.
(g) “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(h) “ Good Reason ” means the occurrence of any of the following after the applicable Change in Control: (i) a change in duties or responsibilities (including reporting responsibilities) that are inconsistent in any material and adverse respect with Executive’s position, duties or responsibilities; (ii) a reduction in Executive’s annual base salary or target annual bonus opportunity as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter, other than up to a 10% across the board reduction for all executives; (iii) relocation of more than 50 miles from office location on date of such Change in Control that also increases the commute from Executive’s principal residence by more than 50 miles; (iv) reduction of more than 5% in aggregate value of benefits under employee benefit plans, welfare benefit plans and fringe benefit plans in which the Executive is participating immediately prior to such Change in Control; or (v) the failure of a successor to the Company (in any transaction that constitutes a Change of Control) to assume in writing the Company’s obligations to Executive under this Agreement, if the same is not assumed by such successor by operation of law. In order to invoke a termination for Good Reason, the Executive shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (i) through (v) within 90 days following the Executive’s knowledge of the initial existence of such condition or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the Company shall have 30 days following receipt of such written notice (the “ Cure Period ”) during which it may remedy the condition. In the event that the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Executive’s “separation from service” within the meaning of Section 409A of the Code (“ Separation from Service ”) must occur, if at all, within 180 days following such Cure Period in order for such termination as a result of such condition to constitute a termination for Good Reason.
(i) “ Protection Period ” means the period beginning on the Change in Control Date and ending on the last day of the 18-month period following the Change in Control Date.
(j) “ Subsidiary ” means an entity 50 percent or more of the voting securities or interests of which are owned, directly or indirectly, by the Company or which is otherwise controlled directly or indirectly by the Company.
3. Vesting Upon Change in Control. In the event of a Change in Control, any and all equity-based compensation then held by Executive shall be treated in the manner specified in the applicable award agreements.
4. Benefits Upon Termination Within a Protection Period. During the Protection Period, if Executive’s employment is terminated by the Company other than for Cause, Disability or other than as a result of Executive’s death, or if Executive terminates his employment for Good Reason, then the Company shall, subject to Sections 7 and 8, make the following payments to Executive:

(a) All earned and determinable, but unpaid, current salary (other than amounts previously deferred under the Company’s deferred compensation plans) and all earned and determinable, but unused, paid time off through the date of Executive’s termination shall be paid to Executive in a lump sum in cash within ten (10) business days after the termination of Executive’s employment;
(b) A severance amount equal to the product of (i) one and one half times (ii) the sum of (x) Executive’s annual base salary from the Company and its Subsidiaries, annualized for any partial year, in effect immediately prior to the Change in Control Date plus (y) Executive’s annual incentive cash bonus amount at target in effect immediately prior to the Change in Control Date (the “ Severance Amount ”) shall be paid to Executive, subject to the immediately following sentence, in a lump sum within thirty (30) days after the termination of Executive’s employment. Notwithstanding the foregoing, if the Change in Control that triggers the Protection Period is not a 409A Control Change, then any portion of the Severance Amount that would constitute a substitute payment for “nonqualified deferred compensation” within the meaning of Section 409A of the Code (e.g., severance provided under Executive’s employment agreement with the Company) shall be made in accordance with the payment schedule of the substituted “nonqualified deferred compensation” and not the payment schedule set forth herein.
(c) A bonus amount equal to the amount of Executive’s then current annual incentive cash bonus at target prorated based on the portion of the Company’s fiscal year elapsed as of the Change in Control Date shall be paid to Executive within sixty (60) days after the termination of Executive’s employment;
(d) Upon Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”), the Company shall pay, on Executive’s behalf, the portion of premiums of Executive’s group health insurance, including coverage for eligible dependents, that the Company paid immediately prior to the date of termination (“ COBRA Payments ”) for the period that Executive is entitled to coverage under COBRA, but not to exceed twelve months (“ COBRA Period ”). Upon becoming eligible to receive comparable coverage from a new employer, the Company will no longer be required to pay such COBRA Payments and Executive will promptly notify the Company.
5. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any benefit, bonus, incentive, or other plans, practices, policies, or programs provided by the Company or any of its Subsidiaries and for which Executive may qualify, nor shall anything in this Agreement limit or otherwise affect such rights as Executive may have under any stock option or other agreements with the Company or any of its Subsidiaries. Amounts that are vested benefits or that Executive is otherwise entitled to receive under any plan, practice, policy, or program of the Company or any of its Subsidiaries at or subsequent to the date of termination shall be payable in accordance with such plan, practice, policy, or program; provided , however , that Executive shall not be entitled to severance pay, salary continuation or benefits similar to severance pay or salary continuation above or in addition to that provided for in this Agreement under any offer letter or other individual agreement with the Company or any of its Subsidiaries, including a noncompetition agreement or plan, practice, policy, or program generally applicable to employees or group of employees of the Company or any of its Subsidiaries unless such offer letter, agreement, plan, practice, policy or program specifically references and overrides this Section 5.
6. Full Settlement; No Obligation to Seek Other Employment; Legal Expenses. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations under this Agreement shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right, or action that the Company may have against Executive or others. Executive shall not be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement. The Company agrees to pay, within five (5) business days following timely written demand by Executive, all legal fees and expenses Executive may reasonably incur as a result of any dispute or contest, in which Executive prevails on at least one material item, by or with the Company or others regarding the validity or enforceability of, or liability under, any provision of this Agreement. In any such action brought by Executive for damages or to enforce any provisions of this Agreement, Executive shall be entitled to seek both legal and equitable relief and remedies, including, without limitation, specific performance of the Company’s obligations under this Agreement, in Executive’s sole discretion.

7. Tax-Related Adjustment.
(a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that (i) any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Agreement) (a “ Payment ”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “ Excise Tax ”), and (ii) the reduction of the amounts payable to Executive under this Agreement to the maximum amount that could be paid to Executive without giving rise to the Excise Tax (the “ Safe Harbor Cap ”) would provide Executive with a greater after-tax amount than if such amounts were not reduced, then the amounts payable to Executive under this Agreement shall be reduced (but not below zero) to the Safe Harbor Cap. If the Payments are required to be reduced, they shall be reduced in the following order: (1) cash payments that may not be valued under Treas. Reg. § 1.280G-1, Q&A-24(c) (“24(c)”), (ii) equity-based payments that may not be valued under 24(c), (iii) cash payments that may be valued under 24(c), (iv) equity-based payments that may be valued under 24(c) and (v) other types of benefits . With respect to each category of the foregoing, such reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and next with respect to payments that are deferred compensation, in each case, beginning with payments or benefits that are to be paid the farthest in time from the determination of the Accounting Firm (as defined below). If the reduction of the amounts payable hereunder would not result in a greater after-tax result to Executive, no amounts payable under this Agreement shall be reduced pursuant to this provision. Subject to the provisions of Section 7(b) below, all other determinations required to be made under this Section 7, including whether and when a reduction in Payments is required and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm designated by the Board prior to the Change in Control (the “ Accounting Firm ”) which shall provide detailed supporting calculations both to the Company and Executive. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control Event, the Board shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company.
(b) Executive shall take any position reasonably requested by the Company on Executive’s federal income tax returns with respect to the treatment of the Payment from the Company, the payment of any Reimbursement Amount (as defined below), and the receipt of any refund or interest paid by the government to Executive as a result of a Contest (as defined below) (such position, a “ Requested Position ”), provided that: (i) the Company shall provide Executive with an opinion from nationally recognized accounting firm that there is “substantial authority” for the Requested Position within the meaning of Section 6662 of the Code, and (ii) the general long term or senior unsecured corporate credit rating of the Company or its successor is at least BBB- as rated by Standard & Poors and Baa3 as rated by Moody’s Investor Services at the time Executive would be required to take a Requested Position or the Company places in an escrow account or otherwise provides security reasonably requested by Executive to ensure payment to Executive of the indemnity amount that could become due to Executive pursuant to the following sentence. The Company shall indemnify Executive for any tax, penalty and interest incurred by Executive as a result of taking the Requested Position. The amount for which Executive is indemnified under the preceding sentence (the “ Reimbursement Amount ”) shall be computed on an after-tax basis, taking into account any income, Excise or other taxes, including interest and penalties. Executive shall keep the Company informed of all developments in any audit with respect to a Requested Position. Upon payment of the Reimbursement Amount, or (if the Reimbursement Amount is not yet payable) upon the Company’s written affirmation, in form and substance reasonably satisfactory to Executive, of the Company’s obligation to indemnify Executive with respect to the Requested Position, and provided part (ii) of the first sentence of this Section 7(b) is satisfied at such time, the Company shall be entitled, at its sole expense, to control the contest of any disallowance or proposed disallowance of a Requested Position (a “ Contest ”), and Executive agrees to cooperate in connection with a Contest, including, without limitation, executing powers of attorney and other documents at the reasonable request of the Company. The Reimbursement Amount shall be paid to Executive on or before the date that is ten (10) days prior to the date when Executive is legally required to remit such payment as a result of the disallowance of a Requested Position. Following payment by the Company of the Reimbursement Amount, if the Requested Position

is sustained by the Internal Revenue Service or the courts, the Company shall be entitled to any resulting receipt of interest or refund of taxes, interest and penalties that were properly attributable to the Reimbursement Amount. If a Requested Position is sustained in whole or in part in a final resolution of a Contest, and if the Reimbursement Amount therefore exceeds the amount of taxes, penalties and interest payable by Executive as a result of the Requested Position (determined on an after-tax basis after taking into account payments made pursuant to the preceding sentence and this sentence), any such excess portion of the Reimbursement Amount shall be treated as a loan by the Company to Executive, which loan Executive must repay to the Company together with interest at the applicable federal rate under Section 7872(f)(2) of the Code; provided , however , that if at the time the Company is to make such payment, a loan to Executive would not be permitted under the Sarbanes-Oxley Act of 2002, as amended, because Executive continues to be an officer or director of the Company, the Company shall pursue such appeal in a manner that does not require Executive to make such excess payment to the applicable taxing authority.
(c) To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by Executive (including, without limitation, Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code.
8. Section 409A of the Code.
(a) The obligations under this Agreement are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception to the maximum extent permissible. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on the Executive pursuant to Section 409A of the Code.
(b) Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that constitute nonqualified deferred compensation subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, without limitation, where applicable, the requirement that (i) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime (or if longer, through the 20th anniversary of the date hereof; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible fees and expenses shall be made no later than the last day of the calendar year following the year in which the applicable fees and expenses were incurred; provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.
(c) Notwithstanding anything to the contrary in this Agreement, if the Executive is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), any payment or benefit that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to the Executive under this Agreement during the six-month period immediately following such Executive’s separation from service (as determined in accordance with Section 409A of the Code) on account of such Executive’s

separation from service shall be accumulated and paid to such Executive on the first business day of the seventh month following the Executive’s separation from service (the “ Delayed Payment Date ”), to the extent necessary to avoid penalty taxes or accelerated taxation pursuant to Section 409A of the Code. If the Executive dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid to the personal representative of the Executive’s estate on the first to occur of the Delayed Payment Date or thirty (30) calendar days after the date of the Executive’s death.
9. Confidentiality Non-solicitation and Non-disparagement Provisions.
(a) Confidentiality . Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge, or data relating to the Company or any of its Subsidiaries, and their respective businesses, obtained by Executive during Executive’s employment by the Company or any of its Subsidiaries and that has not become public knowledge (other than by acts of Executive or Executive’s representatives in violation of this Agreement) (“ Confidential Information ”). After the date of termination of Executive’s employment with the Company, Executive shall not, without the prior written consent of the Company, communicate or divulge any such information, knowledge, or data to anyone other than the Company and those designated by it. Notwithstanding the foregoing, no provision of this Agreement shall prohibit Executive from using Confidential Information to the extent necessary to exercise any legally protected whistleblower rights (including pursuant to Rule 21F under the Exchange Act). In no event shall an asserted violation of the provisions of this Section constitute a basis for deferring or withholding any amounts otherwise payable to Executive under this Agreement.
(b) Non-Solicitation . Executive, for the eighteen (18) month period immediately following the date of termination of Executive’s employment, shall not, either on his own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or shareholder or otherwise on behalf of any other person, firm or corporation, directly or indirectly solicit or attempt to solicit away from the Company any of its officers or employees or offer employment to any person who, on or during the six (6) months immediately preceding the date of such solicitation or offer, is or was an officer or employee of the Company; provided , however , that a general solicitation or advertisement to which an employee of the Company responds shall in no event be deemed to result in a breach of this Section 9(b).
(c) Non-Disparagement . Executive agrees to not disparage or denigrate the Company or its directors, officers or employees orally or in writing. The Company agrees to use its reasonable best efforts to cause its directors, officers and managers to not disparage Executive orally or in writing. Notwithstanding this mutual, non-disparagement provision, it shall not be a violation of this provision for any person to make truthful statements when required by court order or as otherwise required by law.
(d) Survival; Reformation . The provisions of this Section 9 shall survive the termination or expiration of this Agreement and Executive’s employment with the Company and shall be fully enforceable thereafter. If it shall be finally determined that any restriction in this Section 9 is excessive in duration or scope or is unreasonable or unenforceable under the laws of any state or jurisdiction, it is the intention of the parties that such restriction may be modified or amended to render it enforceable to the maximum extent permitted by the law of that state or jurisdiction.
(e) Remedies; Equitable Relief . Should Executive violate the non-solicitation provisions of Section 9(b), Executive will be obligated to pay back to the Company all payments received pursuant to this Agreement and the Company will have no further obligation to pay Executive any payments that may be remaining due under this Agreement. In the event that Executive breaches or threatens to breach any of the provisions of this Section 9, in addition to and without limiting or waiving any other remedies available to the Company under this Agreement, in law or in equity, the Company shall be entitled to immediate injunctive relief in any court, domestic or foreign, having the capacity to grant such relief, to restrain such breach or threatened breach and to enforce the provisions of this Section 9.

10. Successors.
(a) This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives or successor(s) in interest. Executive may designate a successor (or successors) in interest to receive any and all amounts due Executive in accordance with this Agreement should Executive be deceased at any time of payment. Such designation of successor(s) in interest shall be made in writing and signed by Executive, and delivered to the Company pursuant to Section 15(b). This Section 10(a) shall not supersede any designation of beneficiary or successor in interest made by Executive, or separately covered, under any other plan, practice, policy, or program of the Company.
(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.
(c) The Company will require the ultimate parent of any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company or any successor and without regard to the form of transaction utilized to acquire the business or assets of the Company, to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or parentage had taken place, unless such succession occurs by operation of law. As used in this Agreement, “ Company ” shall mean the Company as defined above and any successor to its business or assets as aforesaid (and any Parent of the Company or any successor) that is required by this clause to assume and agree to perform this Agreement or which otherwise assumes and agrees to perform this Agreement.
11. Notice of Termination. Any termination of Executive’s employment by the Company or by Executive shall be communicated by Notice of Termination to the other party given in accordance with Section 15(b) of this Agreement. For purposes of this Agreement, a “ Notice of Termination ” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, and (iii) if the date of termination is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 15 days after the giving of such notice).
12. Requirements and Benefits if Executive Is Employee of Subsidiary of Company. If Executive is an employee of any Subsidiary of the Company, Executive shall be entitled to all of the rights and benefits of this Agreement as though Executive were an employee of the Company and the term “Company” shall be deemed to include the Subsidiary by whom Executive is employed. The Company guarantees the performance of its Subsidiary under this Agreement.
13. Release of Claims . All payments under this Agreement, except for those pursuant to Section 4(a), will be contingent upon the execution of a General Release of Claims by and between Executive and the Company in the form attached as Appendix A to this Agreement. Executive shall have twenty-one days (or such longer period, not to exceed forty-five (45) days, determined by the Company) after receipt of the form of General Release of Claims to consider whether to execute the General Release of Claims and Executive may revoke the Release within seven (7) days from its execution.
14. Dispute Resolution. All disputes, claims or controversies arising out of or in connection with this Agreement, Executive’s employment by the Company or its termination, including but not limited to those concerning workplace discrimination and all other statutory claims shall be submitted exclusively to and determined by final and binding arbitration before a single arbitrator (“Arbitrator”) of the American Arbitration Association (“ AAA ”) in accordance with the Association’s then current rules for the resolution of employment disputes. The parties consent to the authority of the Arbitrator, if the Arbitrator so determines, to award fees and expenses (including reasonable attorneys’ fees) in the arbitration to the Executive if the Executive prevails on at least one material item. Excluded from this agreement to arbitrate are claims Executive may have for workers’ compensation and unemployment compensation benefits, as well as claims the Company may have for injunctive relief to enforce Section 9 of this Agreement.

15. Miscellaneous .
(a) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. In the event of any conflict between this Agreement and the Company’s various equity and other incentive plans pursuant to which Executive has awards outstanding as of the date of this Agreement or any other equity or incentive plan that is adopted by the Company following the date of this Agreement, the agreement or plan with the more favorable terms to Executive shall control for purposes of such conflict. This Agreement supersedes all prior oral or written promises or agreements between the parties related to the subject matter hereof. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties or their respective successors and legal representatives.
(b) All notices and other communications under this Agreement shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, in the case of the Company at 77 Hot Metal Street, Pittsburgh, PA 15203, Attention: CEO and in the case of the Executive to the last address of record at the Company for the Executive or to such other address as either party shall have furnished to the other in writing in accordance with this Section. Notice and communications shall be effective when actually received by the addressee.
(c) Whenever reference is made in this Agreement to any specific plan or program of the Company, to the extent that Executive is not a participant in the plan or program or has no benefit accrued under it, whether vested or contingent, as of the Change in Control Date, then such reference shall be null and void, and Executive shall acquire no additional benefit as a result of such reference.
(d) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
(e) The Company may withhold from any amounts payable under this Agreement such Federal, state, or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.
(f) Executive’s failure to insist upon strict compliance with any provision of this Agreement shall not be deemed to be a waiver of such provision or any other provision.
IN WITNESS WHEREOF, Executive has executed this Agreement and, pursuant to the authorization from the Board, the Company has caused this Agreement to be executed effective as of the day and year first above written.

AMERICAN EAGLE OUTFITTERS, INC.	
		
By:	 	/s/ Jay Schottenstein	
Name: Jay Schottenstein	
Title: Chief Executive Officer	
	
EXECUTIVE	
	
/s/ Robert Madore	
Robert Madore	

APPENDIX A
FORM OF GENERAL RELEASE
I,                    , for good and valuable consideration, including the performance by American Eagle Outfitters, Inc., a Delaware corporation and its successors (the “ Company ”), of certain obligations under that certain Change in Control Agreement dated as of             , 20        between myself and the Company (the “ Change in Control Agreement ”), do hereby release and forever discharge as of the date hereof, the Company and all present, future and former subsidiaries, affiliates, directors, officers, agents, attorneys, insurers, shareholders, representatives and employees of the Company (including all subsidiaries, affiliates, directors, officers, agents, attorneys, insurers, shareholders, partners, representatives and employees thereof), and the successors and assigns of each of them (collectively, the “ Released Parties ”) to the extent provided below.
1. Except as provided in Section 2 below, I knowingly and voluntarily release and forever discharge the Company and the other Released Parties from any and all claims, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, damages (however styled, including compensatory, liquidated, punitive or exemplary damages), claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (from the beginning of the world through the date of this General Release) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators, representatives or assigns, have or may have, which arise out of or are connected with my employment or association with, or my separation or termination from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990, as amended; the Family and Medical Leave Act of 1993, as amended; the Civil Rights Act of 1866, as amended; the Age Discrimination in Employment Act (29 U.S.C. § 621 et seq.), as amended (“ ADEA ”), ; the Worker Adjustment Retraining and Notification Act, as amended; the Employee Retirement Income Security Act of 1974, as amended; any applicable Executive Order Programs; the Fair Labor Standards Act, as amended; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “ Claims ”). As part of the release set forth in this Section 1, I fully and forever covenant not to sue or cause to be sued the Company or any other Released Party with respect to any Claims.
2. This General Release shall not relinquish, diminish, or in any way affect and the term “Claims” shall not include (i) any benefits under the terms of the Change in Control Agreement or any other plans or programs of the Company which are due to me, (ii) rights for indemnification as a director, officer or employee of the Company under applicable law, the Company’s certificate of incorporation or bylaws for duly approved acts taken prior to the date of this General Release, subject to the provisions thereof, (iii) rights under any director and officer insurance or similar insurance policies in effect prior to the date of this General Release or (iv) any claims that may not be waived or released. Nothing in this General Release shall be construed to prohibit me from filing a charge with the Equal Employment Opportunity Commission (“ EEO C”) or Securities and Exchange Commission (“SEC”) or participating in any investigation or proceeding conducted by the EEOC or SEC, provided that, I hereby waive any and all rights to recover monetary damages or injunctive relief in my favor resulting from the prosecution of such charge or investigation or proceeding other than as prohibited by law including an award under 21F of the Securities Exchange Act of 1934.

3. I represent that I have made no assignment or transfer of any Claims, or any other matter covered by Section 1 above. I agree that I will indemnify, defend and hold harmless the Company from any and all Claims so assigned and transferred.
4. In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied that are released by me. I further acknowledge and agree that my separation from employment with the Company shall not serve as the basis for any Claim. I agree that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release. I therefore agree that in the event a Claim is brought seeking damages against me in violation of the terms of this General Release, or in the event a party should seek to recover against the other in any Claim brought by a governmental agency on such party’s behalf, this General Release shall serve as a complete defense to such Claims. I further agree that I am not aware of any pending or threatened charge or complaint of the type described above as of the execution of this General Release.
5. I agree that, by my signature below, I hereby resign from all positions, including any board memberships, related to the Company and its subsidiaries contemporaneously with the execution of this General Release.
6. I understand that this General Release embodies the complete agreement and understanding among the parties with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.
7. Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
8. This General Release shall be binding in all respects upon, and shall inure to the benefit of, the heirs, successors and assigns of the parties hereto; provided that I acknowledge that I may not assign my rights under the this General Release without the prior written consent of the Company. I agree, upon reasonable request of the Company, to execute, acknowledge and deliver any additional instrument or documents that may be reasonably required to carry out the intentions of this General Release. This General Release may be executed in counterparts and facsimile signatures shall be originals for all purposes.
9. I agree that this General Release shall be interpreted and construed in accordance with the laws of the Commonwealth of Pennsylvania and that any disputes arising under this General Release or by any asserted breach of it, or from the employment relationship between the Company and Executive, shall be litigated in the state or federal courts in Pennsylvania and I consent to such jurisdiction.
10. I acknowledge that I have been informed of the following:
 
 	a.	I represent and acknowledge that I am waiving any and all rights or claims that I may have arising under the ADEA;	

 	b.	I represent and acknowledge that I have been informed of my right to consult with an attorney before executing this General Release;	
 
 	c.	I know and understand that I am not waiving any rights or claims that may arise after the date this release is executed;	
 
 	d.	I know and understand that in exchange for the General Release, I am receiving consideration in addition to any consideration to which I am already entitled;	
 
 	e.	BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND ACKNOWLEDGE THAT I HAVE BEEN INVITED AND ADVISED TO CONSULT AN ATTORNEY BEFORE SIGNING THIS DOCUMENT. I acknowledge and understand that I have been given a period of at least twenty-one (21) days in which to consider the terms of the release provided to me; and	
 
 	f.	I understand that I have the right to revoke this General Release at any time within seven (7) days after signing this General Release, by providing written notice to the following address: American Eagle Outfitters, Inc. 77 Hot Metal Street, Pittsburgh, PA 15203, Attention: General Counsel, and that, upon such revocation, this General Release will not have any further legal force and effect. I further understand and agree that this General Release shall not become effective or enforceable until this seven day revocation period has expired provided that I have not revoked it during the revocation period.	
By signing this General Release, I further represent and agree that:
 
(i)	I have read it carefully;	
 
(ii)	I understand all of its terms and know that I am giving up important rights, including but not limited to, rights under ADEA, Title VII of the Civil Rights Act of 1964, as amended; the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990, as amended; and the Employee Retirement Income Security Act of 1974, as amended;	
 
(iii)	I voluntarily consent to everything in this General Release;	
 
(iv)	I have been advised to consult with an attorney before executing this General Release and I have done so or, after careful reading and consideration I have chosen not to do so of my own volition;	
 
(v)	I have signed this General Release knowingly and voluntarily and with the advice of any counsel retained to advise me with respect to this General Release;	
 
(vi)	I agree that the provisions of this General Release may not be amended, waived, changed or modified except by an instrument in writing signed by an authorized representative of the Company and by me.	

DATE:                     , 20	 	 	
	 	[Executive]	

Exhibit 99.1
A MERICAN E AGLE O UTFITTERS
N AMES B OB M ADORE EVP, C HIEF F INANCIAL O FFICER
PITTSBURGH – September 29, 2016 –American Eagle Outfitters (NYSE: AEO) today announced that Bob Madore has been appointed Executive Vice President and Chief Financial Officer, reporting to Chief Executive Officer, Jay Schottenstein, effective October 28, 2016.
In this role, Bob will oversee all aspects of Finance, Merchandise Planning and Allocation and Investor Relations. Bob joins AEO as a seasoned retail executive with extensive public company financial and operational experience, most recently as SVP, Chief Financial Officer at Ralph Lauren Corporation. Since 2004, he has served in various senior management roles at Ralph Lauren, where he was instrumental in growing its global business across multiple channels, concepts and product categories. Prior to that, Bob served in senior finance and retail operational roles at Nine West Group and New York and Company.
Jay Schottenstein, CEO commented, “I am excited to welcome Bob to American Eagle Outfitters and look forward to benefiting from his extensive financial and operational retail experience, global perspective and leadership as we execute our growth plan. I’m confident Bob will be an excellent addition to our executive team and instrumental in driving continued shareholder returns. Additionally, I’d like to thank Scott Hurd, SVP & Chief Accounting Officer, for his leadership and contributions as Interim CFO over the past several months. Scott will play an integral role in onboarding Bob and will continue to have a leadership role within Finance.”
Bob Madore, remarked, “I’m pleased to join American Eagle Outfitters at an exciting time of transformation and growth. I look forward to building upon its success and contributing to a strong future.”
About Bob Madore:
Bob Madore served as the Chief Financial Officer of Ralph Lauren Corporation from April 2015 to September 2016. Prior to that role, he held a number of key financial and operational roles at the Ralph Lauren Corporation, including Senior Vice President of Corporate Finance from December 2010 to March 2015, and Senior Vice President of Operations and Chief Financial Officer of its retail division from 2004 to December 2010. Before joining Ralph Lauren, Bob was Chief Financial Officer for New York & Company from 2003 to 2004, and served as Chief Operating Officer and Chief Financial Officer of FutureBrand, a division of McCann Erickson, from 2001 to 2003. Before that, he held various executive management positions at Nine West Group, Inc. from 1995 through 2000. Bob began his career in 1987 at Deloitte & Touche until 1995, and holds a Bachelor of Science in Accounting and Economics from Southern Connecticut State University. He is a certified public accountant.

About American Eagle Outfitters, Inc.
American Eagle Outfitters, Inc. (NYSE: AEO) is a leading global specialty retailer offering high-quality, on-trend clothing, accessories and personal care products at affordable prices under its American Eagle Outfitters ® and Aerie ® brands. The company operates more than 1,000 stores in the United States, Canada, Mexico, China, Hong Kong and the United Kingdom, and ships to 81 countries worldwide through its websites. American Eagle Outfitters and Aerie merchandise also is available at more than 150 international stores operated by licensees. For more information, please visit www.ae.com.
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements, which represent our expectations or beliefs concerning future events, including strong business results. All forward-looking statements made by the company involve material risks and uncertainties and are subject to change based on factors beyond the company’s control. Such factors include, but are not limited to the risk that the company’s operating, financial and capital plans may not be achieved and the risks described in the Risk Factor Section of the company’s Form 10-K and Form 10-Q filed with the Securities and Exchange Commission. Accordingly, the company’s future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. The company does not undertake to publicly update or revise its forward-looking statements even if future changes make it clear that projected results expressed or implied will not be realized.
 
CONTACT:    American	Eagle Outfitters, Inc.	
                        Deb Wagner, 412-432-3300