For Immediate Release

Contact:

Oona McCullough

Executive Director of Investor Relations

(215) 454-4806

1.

Grant of Option. The Company hereby confirms the grant to the Optionee of the right and option (“Option”) to purchase all or any part of an aggregate of                  shares of Common Stock. [Upon the sale of Common Stock purchased under the Option, the Company shall be entitled to any proceeds representing that portion of the sales price which exceeds [500]% of the Fair Market Value at the Grant Date (the “Excess”). For example, if the Fair Market Value is $10.00, any proceeds above $50.00 shall accrue to the Company and not to the Optionee.] The Option is in all respects limited and conditioned as hereinafter provided, and is subject in all respects to the terms and conditions of the Plan now in effect and as it may be amended from time to time (but only to the extent that such amendments apply to outstanding options). Such terms and conditions are incorporated herein by reference and are made a part hereof. To the extent any conflict may exist between any term or provision of this Agreement and any term or provision of the Plan, the term or provision of the Plan shall control.

2.

Purchase Price. The purchase price of each share of Common Stock covered by the Option shall be $         per share (the “Option Price”).

3.

Term. Unless earlier terminated pursuant to any provision of this Agreement or of the Plan, this Option shall expire on             , 20     [(seven years from the Grant Date)].

4.

Exercise of Option.

Date Installment Becomes Exercisable

Number of Option Shares

] 

5.

Method of Exercising Option. Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised upon written notice to the Company, at its principal office, which is located at 5000 South Broad Street, Philadelphia, Pennsylvania 19112. Such notice shall (i) state the election to exercise the Option and the number of shares with respect to which it is being exercised; (ii) be signed by the person or persons so exercising the Option; (iii) be accompanied by the investment certificate referred to in Paragraph 6 hereof, if the Company so requests; and (iv) be accompanied by payment of the full Option Price of such shares. Only full shares will be issued. Any fractional share will be forfeited.

(a)

in cash, or in its equivalent: certified check, bank draft, or postal or express money order;

(b)

in Common Stock previously acquired by the Optionee;

(c)

by decreasing the number of shares for which the Option is exercisable;

(d)

by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option; or

(e)

in any combination of (a), (b), (c) and (d) above; provided, however, that the Committee shall have discretion to limit or prohibit any of the above methods.

6.

Shares to be Purchased for Investment. Unless the Company has theretofore notified the Optionee that a registration statement covering the shares to be acquired upon the exercise of the Option has become effective under the Securities Act of 1933, as amended (the “Securities Act”), and the Company has not thereafter notified the Optionee that such registration statement is no longer effective, it shall be a condition to any exercise of this Option that the shares acquired upon such exercise be acquired for investment and not with a view to distribution, and the person effecting such exercise shall submit to the Company a certificate of such investment intent, together with such other evidence supporting the same as the Company may request. The Company shall be entitled to restrict the transferability of the shares issued upon any such exercise to the extent necessary to avoid a risk of violation of the Securities Act or of any rules or regulations promulgated thereunder. Such restrictions may, at the option of the Company, be noted or set forth in full on the share certificates.

7.

Non-transferability of Option. This Option is not assignable or transferable, in whole or in part, by the Optionee other than by will or by the laws of descent and distribution and, during the lifetime of the Optionee, this Option shall be exercisable only by Optionee or, in the event of legal disability, by his or her guardian or legal representative.

8.

Termination of Service for a Reason Other Than Death or Disability. If the Optionee’s Termination of Service occurs for any reason other than death or disability (as defined below) prior to the expiration date of this Option as set forth in Paragraph 3, this Option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date of such Termination of Service, or to any greater extent permitted by the Committee, by the Optionee at any time prior to the earlier of (i) [30 days] following the date of such Termination of Service or (ii) the expiration date set forth in Paragraph 3.

9.

Disability. If the Optionee becomes disabled (within the meaning of section 22(e)(3) of the Code) prior to the expiration date of this Option as set forth in Paragraph 3, and the Optionee’s Termination of Service occurs as a consequence of such disability, this Option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date of such Termination of Service, or to any greater extent permitted by the Committee, by the Optionee (or in the event of the Optionee’s legal disability, by the Optionee’s legal representative) at any time prior to the earlier of (i) [six months] following the date of such Termination of Service or (ii) the expiration date set forth in Paragraph 3.

10.

Death. If the Optionee’s Termination of Service occurs as a result of death, or if the Optionee dies after his or her Termination of Service but prior to the expiration of the period determined under Paragraph 8 or 9 above, this Option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date of his or her death, or to any greater extent permitted by the Committee, by the Optionee’s estate, personal representative or beneficiary who acquired the right to exercise this Option by bequest or inheritance or by reason of the Optionee’s death, at any time prior to the earlier of (i) [six months] following the date of such death or (ii) the expiration date set forth in Paragraph 3.

11.

Change in Control. [This Option [shall] [shall not] become fully exercisable on a Change in Control if the Optionee has not incurred a Termination of Service before the date of the Change in Control.] [The Option shall become fully exercisable upon an involuntary Termination of Service by action of the Company other than for Cause or by action of the Optionee for Good Reason, which occurs within twelve (12) months following a Change in Control. For purposes of this Agreement, “Cause” and “Good Reason” shall have the following meanings:

(a)“Cause” means any of the following (in each case as determined by the Committee): (i) the Optionee’s conviction of, or plea of nolo contendere or equivalent to any felony; (ii) the Optionee’s fraud, willful misconduct, dishonesty or act of moral turpitude in the course of or related to the Optionee’s employment or that could reasonably be expected to be materially injurious to the Company or an affiliate; or (iii) the Optionee’s willful failure to perform the Optionee’s job duties (other than any such failure resulting from incapacity due to physical or mental illness) after notice from the Company and a reasonable opportunity to cure.

(b)“Good Reason” means any of the following, without the Optionee’s written consent: (i) a material and adverse change to, or diminution to, the Optionee’s job duties, reporting structure, or compensation in effect on the Grant Date (other than temporarily while the Optionee is physically or mentally incapacitated or as required by applicable law); or (ii) permanent relocation of the Optionee’s primary place of employment that increases the commuting distance from the Optionee’s primary residence on the Grant Date by more than thirty (30) miles. The Optionee may not have a Termination of Service by for Good Reason hereunder unless the Optionee has provided written notice to the Company of the existence of the circumstances providing grounds for Termination of Service for Good Reason within thirty (30) days of the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances. If the Optionee does not terminate the Optionee’s service with the Company for Good Reason within ninety (90) days after the first occurrence of the applicable grounds, then the Optionee will be deemed to have waived the Optionee’ right to have a Termination of Service for Good Reason with respect to such grounds.]

12.

Clawback or Recoupment Policy. This Option, Common Stock delivered pursuant to this Option, and any gains or profits on the sale of such Common Stock shall be subject to any “clawback” or recoupment policy adopted by the Company. Under the current Clawback Policy, the Company has the discretion, as determined by the Committee, to recoup Common Stock delivered pursuant to this award and any gains or profits on the sale of such Common Stock, plus a reasonable rate of interest, upon any of the following: (i) the Grantee has an involuntary Termination of Service by action of the Company for Cause (as defined above), or (ii) with respect to an award based on certain financial results, the Grantee engages in misconduct that causes or partially causes the need for such a restatement which would have resulted in a lower award or a lesser amount to have vested.

13.

Governing Law. This Agreement shall be governed by Pennsylvania law (without reference to the principles of conflicts of laws), to the extent not governed by federal law.

14.

Withholding of Taxes. The obligation of the Company to deliver shares of Common Stock upon the exercise of the Option shall be subject to applicable federal, state and local tax withholding requirements. If the exercise of any Option is subject to the withholding requirements of applicable tax laws, the Optionee, subject to the provisions of the Plan and such additional withholding rules (the “Withholding Rules”) as shall be adopted by the Committee, may satisfy the withholding tax, in whole or in part, by electing to have the Company withhold (or by returning to the Company) shares of Common Stock, which shares shall be valued, for this purpose, at their Fair Market Value on the date the amount attributable to the exercise of the Option is includable in income by the Optionee under section 83 of the Code. Such election must be made in compliance with and subject to the Withholding Rules. The number of shares withheld for purposes of taxes shall be limited, to the extent necessary, to avoid adverse accounting consequences.

OPTIONEE

   URBAN OUTFITTERS, INC.

By:

Optionee’s Signature

Name:

Title:

Date

Date

1.

Grant of Option. The Company hereby confirms the grant to the Optionee of the right and option (“Option”) to purchase all or any part of an aggregate of                  shares of Common Stock. [Upon the sale of Common Stock purchased under the Option, the Company shall be entitled to any proceeds representing that portion of the sales price which exceeds [500]% of the Fair Market Value at the Grant Date (the “Excess”). For example, if the Fair Market Value is $10.00, any proceeds above $50.00 shall accrue to the Company and not to the Optionee.] The Option is in all respects limited and conditioned as hereinafter provided, and is subject in all respects to the terms and conditions of the Plan now in effect and as it may be amended from time to time (but only to the extent that such amendments apply to outstanding options). Such terms and conditions are incorporated herein by reference and are made a part hereof. To the extent any conflict may exist between any term or provision of this Agreement and any term or provision of the Plan, the term or provision of the Plan shall control. It is intended that the Option granted hereunder be an incentive stock option (“ISO”) meeting the requirements of the Plan and section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2.

Purchase Price. The purchase price of each share of Common Stock covered by the Option shall be $         per share (the “Option Price”), which the Committee has determined was not less than [100%] [110%] of the Fair Market Value of a share of the Common Stock on the Grant Date.

3.

Term. Unless earlier terminated pursuant to any provision of this Agreement or of the Plan, this Option shall expire on             , 20     which date is not more than ten years from the Grant Date (five years in the case of an Optionee who owns (or is deemed to own) more than 10% of the total combined voting power of all shares of stock of the Company or of a Related Corporation).

4.

Exercise of Option.

Date Installment Becomes Exercisable

Number of Option Shares

] 

5.

Method of Exercising Option. Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised upon written notice to the Company, at its principal office, which is located at 5000 South Broad Street, Philadelphia, Pennsylvania 19112. Such notice shall (i) state the election to exercise the Option and the number of shares with respect to which it is being exercised; (ii) be signed by the person or persons so exercising the Option; (iii) be accompanied by the investment certificate referred to in Paragraph 6 hereof, if the Company so requests; and (iv) be accompanied by payment of the full Option Price of such shares. Only full shares will be issued. Any fractional share will be forfeited.

(a)

in cash, or in its equivalent: certified check, bank draft, or postal or express money order;

(b)

in Common Stock previously acquired by the Optionee;

(c)

by decreasing the number of shares for which the Option is exercisable (which shall constitute a disqualifying disposition for purposes of ISO tax rules);

(d)

by delivering a properly executed notice of exercise of the Option to the Company and a broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount necessary to pay the exercise price of the Option; or

(e)

in any combination of (a), (b), (c) and (d) above; provided, however, that the Committee shall have discretion to limit or prohibit any of the above methods

6.

Shares to be Purchased for Investment. Unless the Company has theretofore notified the Optionee that a registration statement covering the shares to be acquired upon the exercise of the Option has become effective under the Securities Act of 1933, as amended (the “Securities Act”), and the Company has not thereafter notified the Optionee that such registration statement is no longer effective, it shall be a condition to any exercise of this Option that the shares acquired upon such exercise be acquired for investment and not with a view to distribution, and the person effecting such exercise shall submit to the Company a certificate of such investment intent, together with such other evidence supporting the same as the Company may request. The Company shall be entitled to restrict the transferability of the shares issued upon any such exercise to the extent necessary to avoid a risk of violation of the Securities Act or of any rules or regulations promulgated thereunder. Such restrictions may, at the option of the Company, be noted or set forth in full on the share certificates.

7.

Non-transferability of Option. This Option is not assignable or transferable, in whole or in part, by the Optionee other than by will or by the laws of descent and distribution and, during the lifetime of the Optionee, this Option shall be exercisable only by Optionee or, in the event of legal disability, by his or her guardian or legal representative.

8.

Termination of Service for a Reason Other Than Death or Disability. If the Optionee’s Termination of Service occurs for any reason other than death or disability (as defined below) prior to the expiration date of this Option as set forth in Paragraph 3, this Option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date of such Termination of Service, or to any greater extent permitted by the Committee, by the Optionee at any time prior to the earlier of (i) [30 days] following the date of such Termination of Service or (ii) the expiration date set forth in Paragraph 3.

9.

Disability. If the Optionee becomes disabled (within the meaning of section 22(e)(3) of the Code) prior to the expiration date of this Option as set forth in Paragraph 3, and the Optionee’s Termination of Service occurs as a consequence of such disability, this Option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date of such Termination of Service, or to any greater extent permitted by the Committee, by the Optionee (or in the event of the Optionee’s legal disability, by the Optionee’s legal representative) at any time prior to the earlier of (i) [six months] following the date of such Termination of Service or (ii) the expiration date set forth in Paragraph 3.

10.

Death. If the Optionee’s Termination of Service occurs as a result of death, or if the Optionee dies after his or her Termination of Service but prior to the expiration of the period determined under Paragraph 8 or 9 above, this Option may be exercised, to the extent of the number of shares with respect to which the Optionee could have exercised it on the date of his or her death, or to any greater extent permitted by the Committee, by the Optionee’s estate, personal representative or beneficiary who acquired the right to exercise this Option by bequest or inheritance or by reason of the Optionee’s death, at any time prior to the earlier of (i) [six months] following the date of such death or (ii) the expiration date set forth in Paragraph 3.

11.

Change in Control. [This Option [shall] [shall not] become fully exercisable on a Change in Control if the Optionee has not incurred a Termination of Service before the date of the Change in Control.] [The Option shall become fully exercisable upon an involuntary Termination of Service by action of the Company other than for Cause or by action of the Optionee for Good Reason, which occurs within twelve (12) months following a Change in Control. For purposes of this Agreement, “Cause” and “Good Reason” shall have the following meanings:

(a)“Cause” means any of the following (in each case as determined by the Committee): (i) the Optionee’s conviction of, or plea of nolo contendere or equivalent to any felony; (ii) the Optionee’s fraud, willful misconduct, dishonesty or act of moral turpitude in the course of or related to the Optionee’s employment or that could reasonably be expected to be materially injurious to the Company or an affiliate; or (iii) the Optionee’s willful failure to perform the Optionee’s job duties (other than any such failure resulting from incapacity due to physical or mental illness) after notice from the Company and a reasonable opportunity to cure.

(b)“Good Reason” means any of the following, without the Optionee’s written consent: (i) a material and adverse change to, or diminution to, the Optionee’s job duties, reporting structure, or compensation in effect on the Grant Date (other than temporarily while the Optionee is physically or mentally incapacitated or as required by applicable law); or (ii) permanent relocation of the Optionee’s primary place of employment that increases the commuting distance from the Optionee’s primary residence on the Grant Date by more than thirty (30) miles. The Optionee may not have a Termination of Service by for Good Reason hereunder unless the Optionee has provided written notice to the Company of the existence of the circumstances providing grounds for Termination of Service for Good Reason within thirty (30) days of the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances. If the Optionee does not terminate the Optionee’s service with the Company for Good Reason within ninety (90) days after the first occurrence of the applicable grounds, then the Optionee will be deemed to have waived the Optionee’ right to have a Termination of Service for Good Reason with respect to such grounds.]

12.

Disqualifying Disposition of Option Shares. The Optionee agrees to give written notice to the Company, at its principal office, if a “disposition” of the shares acquired through exercise of the Option granted hereunder occurs at any time within two years after the Grant Date or within one year after the transfer to the Optionee of such shares. For purposes of this Paragraph, the term “disposition” shall have the meaning assigned to such term by section 424(c) of the Code.

13.

Clawback or Recoupment Policy. This Option, Common Stock delivered pursuant to this Option, and any gains or profits on the sale of such Common Stock shall be subject to any “clawback” or recoupment policy adopted by the Company. Under the current Clawback Policy, the Company has the discretion, as determined by the Committee, to recoup Common Stock delivered pursuant to this award and any gains or profits on the sale of such Common Stock, plus a reasonable rate of interest, upon any of the following: (i) the Grantee has an involuntary Termination of Service by action of the Company for Cause (as defined above), or (ii) with respect to an award based on certain financial results, the Grantee engages in misconduct that causes or partially causes the need for such a restatement which would have resulted in a lower award or a lesser amount to have vested.

14.

Governing Law. This Agreement shall be governed by Pennsylvania law (without reference to the principles of conflicts of laws), to the extent not governed by federal law.

OPTIONEE

   URBAN OUTFITTERS, INC.

By:

Optionee’s Signature

Name:

Title:

Date

Date

1.

Grant. Subject to the terms and conditions of this Agreement and the Plan, the Company hereby grants to the Grantee an award of              [PSUs] [RSUs]. Such number of [PSUs] [RSUs] shall be subject to adjustment as provided in Section 12 of the Plan. Each [PSU] [RSU] covered by this Agreement represents the right to receive one share of the Company’s common stock (“Common Stock”) on the applicable Registration Date (as defined in Paragraph 8), subject to the vesting requirements set forth in Paragraph 2, and any limit set forth in Paragraph 4. The Grantee shall be bound by all of the terms, provisions, conditions and limitations of the Plan (which are incorporated herein by reference) and this Agreement. To the extent any conflict may exist between any term or provision of this Agreement and any term or provision of the Plan, the term or provision of the Plan shall control.

2.

Vesting.

*

If the Scheduled Vesting Date stated above is not a trading day for the principal exchange on which Common Stock is traded, the Scheduled Vesting Date shall be the trading day immediately following the date stated above.

***

Such amount or Average Closing Price to be adjusted in accordance with Section 12 of the Plan as if it were an option price.]

Number of
PSUs Vesting

Scheduled

Vesting

Date*

Conditions Required for Vesting

[    ]% of the number stated in Paragraph 1, [plus PSUs credited under Paragraph 3 (dividend equivalent rights) associated with such %]

[Date]

1. Termination of Service does not occur on or before the applicable Vesting Date; and

2.

a.      [The Fair Market Value of a share of Common Stock on the Scheduled Vesting Date (or at any later date within [    ] calendar days immediately following the Scheduled Vesting Date) is [at or above a dollar amount] [[equal to] [a dollar amount in excess of] the Fair Market Value of a share of Common Stock on the Grant Date]]***; OR

b.      [The Average Closing Price** is [at least a dollar amount] [[equal to] [in excess of] the Fair Market Value of a share of Common Stock on the Grant Date]]***; OR

c.      [The Grantee has achieved the following Performance Goals, during the performance period commencing on             , 20     and ending on             , 20     (the “Performance Period”), as determined at the end of the Performance Period in accordance with the administrative procedures of the Committee and the terms of the Plan: [INSERT PERFORMANCE GOALS]]

*

If the Scheduled Vesting Date stated above is not a trading day for the principal exchange on which Common Stock is traded, the Scheduled Vesting Date shall be the trading day immediately following the date stated above.

**

“Average Closing Price” shall mean the average closing price of one share of Common Stock for each trading day during the [[    ]-month] period immediately preceding the applicable Scheduled Vesting Date, as reported by the principal exchange on which Common Stock is traded.

***

Such amount or Average Closing Price to be adjusted in accordance with Section 12 of the Plan as if it were an option price.]

Number of RSUs Vesting

Vesting
Date

[    ]% of the number stated in Paragraph 1, [plus [RSUs] credited under Paragraph 3 (dividend equivalent rights) associated with such %]

[Date]]

3.

Dividend Equivalent Rights. On each date that the Company pays an ordinary cash dividend to holders of Common Stock after the Grant Date and prior to a Registration Date (defined in Paragraph 8), the applicable number of [PSUs] [RSUs] shall be increased by an amount equal to (i) the applicable number of [PSUs] [RSUs] on the dividend record date, multiplied by (ii) the dollar amount of the per share cash dividend, and divided by (iii) the Fair Market Value of a share of Common Stock on the dividend payment date. [PSUs] [RSUs] credited pursuant to this Paragraph 3 shall be subject to the same terms and conditions (including vesting, forfeiture and Registration Date) as the [PSUs] [RSUs] to which such dividend equivalent rights relate.

4.

[Limit on Common Stock Registered. In no event shall the number of shares of Common Stock registered under Paragraph 8 upon vesting of [PSUs] [RSUs] on the applicable Vesting Date exceed (A) divided by (B), where (A) is the number of [PSUs] [RSUs] vesting on such applicable Vesting Date (determined without regard to this Paragraph 4) times the Fair Market Value of a share of Common Stock on the Grant Date (such Fair Market Value to be adjusted in accordance with Section 12 of the Plan as if it were an option price) times [    ], and (B) is the Fair Market Value of a share of Common Stock on the day before the applicable Vesting Date.]

[Upon vesting, the Grantee shall be entitled to receive a value equal to the Fair Market Value of a share of Common Stock on the applicable Vesting Date up to a maximum of $[        ] per share of Common Stock times the number of [PSUs] [RSUs] that have vested as of the applicable Vesting Date.]

5.

Restrictions and Forfeiture. The Grantee may not sell, assign, transfer, pledge or otherwise encumber or dispose of the [PSUs] [RSUs] covered by this Agreement, and any attempt to do so shall be void. The [PSUs] [RSUs] covered by this Agreement shall be forfeited as follows:

(a)

[PSUs] [RSUs] shall be forfeited on the Vesting Date applicable to such [PSUs] [RSUs] if the conditions required for vesting of such [PSUs] [RSUs] are not met as of such applicable Vesting Date.

(b)

[PSUs] [RSUs] shall be forfeited on the date of Grantee’s Termination of Service (for any reason) if such Termination occurs on or before the applicable Vesting Date.

(c)

Any [PSUs] [RSUs] that would have otherwise become vested under Paragraph 2 on an applicable Vesting Date but which exceed any limit set forth in Paragraph 4 with respect to such applicable Vesting Date shall be forfeited as of such applicable Vesting Date.

6.

Rights as Shareholder. The Grantee shall have no rights as a shareholder with respect to [PSUs] [RSUs] covered by this Agreement unless and until shares of Common Stock are registered pursuant to Paragraph 8.

7.

Withholding of Taxes. The obligation to register shares of Common Stock on the Registration Date shall be subject to the Grantee satisfying applicable federal, state and local tax withholding requirements. The Grantee, subject to such withholding rules as shall be adopted by the Committee, may elect to have Common Stock otherwise deliverable under this Agreement withheld to satisfy the minimum federal, state and local tax withholding requirements.

8.

Registration of Shares. [For each [PSU] [RSU] that becomes vested under Paragraph 2 on the applicable Vesting Date, one share of Common Stock shall be registered in the Grantee’s name. Such registration shall be made on a date in the same calendar year as such applicable Vesting Date (the “Registration Date”), as soon as reasonably practicable following such applicable Vesting Date. Any fractional [PSU] [RSU] becoming vested under Paragraph 2 shall be payable in cash on the applicable Registration Date.] [Subject to the maximum limitation described in Paragraph 2, the [PSUs] [RSUs] covered by this Agreement shall be settled in cash or in shares of Common Stock as soon as reasonably practicable following the applicable Vesting Date, and in each case not later than the later of the last day of the calendar year in which such applicable Vesting Date occurs, or the 15th day of the third calendar month following such applicable Vesting Date. To the extent that the [PSUs] [RSUs] under this Agreement are settled in shares of Common Stock, the Registration Date of such shares shall occur on or before the time limits described in the preceding sentence. In no event shall the Grantee be permitted, directly or indirectly, to designate the Registration Date.]

9.

Employment of Grantee. Nothing in this Agreement shall be construed as constituting an agreement or understanding of any kind or nature that the Company or a Related Corporation shall continue to employ the Grantee, nor shall this Agreement affect in any way the right of the Company or a Related Corporation to terminate the employment of the Grantee at any time.

10.

Change in Control. [The Grantee [shall] [shall not] vest in the [PSUs] [RSUs] subject to this Agreement upon a Change in Control.]  [The Grantee shall vest in the [PSUs][RSUs] subject to this Agreement upon an involuntary Termination of Service by action of the Company other than for Cause or by action of the Grantee for Good Reason, which occurs within twelve (12) months following a Change in Control. For purposes of this Agreement, “Cause” and “Good Reason” shall have the following meanings:

(a)“Cause” means any of the following (in each case as determined by the Committee): (i) the Grantee’s conviction of, or plea of nolo contendere or equivalent to any felony; (ii) the Grantee’s fraud, willful misconduct, dishonesty or act of moral turpitude in the course of or related to the Grantee’s employment or that could reasonably be expected to be materially injurious to the Company or an affiliate; or (iii) the Grantee’s willful failure to perform the Grantee’s job duties (other than any such failure resulting from incapacity due to physical or mental illness) after notice from the Company and a reasonable opportunity to cure.

(b)“Good Reason” means any of the following, without the Grantee’s written consent: (i) a material and adverse change to, or diminution to, the Grantee’s job duties, reporting structure, or compensation in effect on the Grant Date (other than temporarily while the Grantee is physically or mentally incapacitated or as required by applicable law); or (ii) permanent relocation of the Grantee’s primary place of employment that increases the commuting distance from the Grantee’s primary residence on the Grant Date by more than thirty (30) miles. The Grantee may not have a Termination of Service for Good Reason hereunder unless the Grantee has provided written notice to the Company of the existence of the circumstances providing grounds for Termination of Service for Good Reason within thirty (30) days of the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances. If the Grantee does not terminate the Grantee’s service with the Company for Good Reason within ninety (90) days after the first occurrence of the applicable grounds, then the Grantee will be deemed to have waived the Grantee’ right to have a Termination of Service for Good Reason with respect to such grounds.]

11.

Clawback or Recoupment Policy. This [PSU] [RSU], Common Stock delivered pursuant to this [PSU] [RSU], and any gains or profits on the sale of such Common Stock shall be subject to any “clawback” or recoupment policy adopted by the Company. Under the current Clawback Policy, the Company has the discretion, as determined by the Committee, to recoup Common Stock delivered pursuant to this award and any gains or profits on the sale of such Common Stock, plus a reasonable rate of interest, upon any of the following: (i) the Grantee has an involuntary Termination of Service by action of the Company for Cause (as defined above), or (ii) with respect to an award based on certain financial results, the Grantee engages in misconduct that causes or partially causes the need for such a restatement which would have resulted in a lower award or a lesser amount to have vested.

12.

No Section 83(b) Election. The Grantee may not make an election under section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to [PSUs] [RSUs].

13.

Governing Law. This Agreement shall be governed by Pennsylvania law (without reference to principles of conflicts of laws), to the extent not governed by federal law.

GRANTEE

   URBAN OUTFITTERS, INC.

By:

Grantee’s Signature

Name:

Title:

Date

Date

1.

Grant of SAR. The Company hereby confirms the award to the Grantee of the right to receive appreciation (a stock appreciation right or “SAR”) with respect to an aggregate of              shares of Common Stock (the “SAR Shares”). The SAR is an independent SAR and is not granted in tandem with an Option or any other award under the Plan. The SAR is in all respects limited and conditioned as hereinafter provided, and is subject in all respects to the terms and conditions of the Plan now in effect and as it may be amended from time to time (but only to the extent that such amendments apply to outstanding SARs). Such terms and conditions are incorporated herein by reference and are made a part hereof. To the extent any conflict may exist between any term or provision of this Agreement and any term or provision of the Plan, the term or provision of the Plan shall control.

2.

Base Price. The base price with respect to each SAR Share shall be the Fair Market Value of a share of Common Stock on the Grant Date (the “Base Price”).

3.

Term. Unless earlier terminated pursuant to any provision of this Agreement or of the Plan, this SAR shall expire on             , 20    , the day before the [    ] anniversary of the Grant Date.

4.

Vesting of SAR.

On The Following Date:

The SAR Shall Become
Exercisable With Respect
To The Following Number of
SAR Shares:

[Date]

[% of the SAR Shares]            

] 

5.

Exercise of SAR. Subject to the terms and conditions of this Agreement and the Plan, the SAR may be exercised upon written notice to the Company, at its principal office, which is located at 5000 South Broad Street, Philadelphia, Pennsylvania 19112. Such notice shall (i) state the election to exercise the SAR and the number of SAR Shares with respect to which the SAR is being exercised; (ii) be signed by the person so exercising the SAR; and (iii) be accompanied by the investment certificate referred to in Paragraph 11 hereof, if the Company so requests. In the event the SAR is exercised by any person or persons after the legal disability or death of the Grantee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the SAR.

6.

Non-transferability of SAR. This SAR is not assignable or transferable, in whole or in part, by the Grantee other than by will or by the laws of descent and distribution. During the lifetime of the Grantee, the SAR shall be exercisable only by the Grantee or, in the event of legal disability, by his or her guardian or legal representative.

7.

Termination of Service for a Reason Other Than Death or Disability. If the Grantee’s Termination of Service occurs for any reason other than death or disability (as defined below) prior to the expiration date of this SAR as set forth in Paragraph 3, this SAR may be exercised, to the extent of the number of SAR Shares with respect to which the Grantee could have exercised it on the date of such Termination of Service, or to any greater extent permitted by the Committee, by the Grantee at any time prior to the earlier of (i) [30 days] following the date of such Termination of Service or (ii) the expiration date set forth in Paragraph 3.

8.

Disability. If the Grantee becomes disabled (within the meaning of section 22(e)(3) of the Code) prior to the expiration date of this SAR as set forth in Paragraph 3, and the Grantee’s Termination of Service occurs as a consequence of such disability, this SAR may be exercised, to the extent of the number of SAR Shares with respect to which the Grantee could have exercised it on the date of such Termination of Service, or to any greater extent permitted by the Committee, by the Grantee (or in the event of the Grantee’s legal disability, by the Grantee’s legal representative) at any time prior to the earlier of (i) [six months] following the date of such Termination of Service or (ii) the expiration date set forth in Paragraph 3.

9.

Death. If the Grantee’s Termination of Service occurs as a result of death, or if the Grantee dies after his or her Termination of Service but prior to the expiration of the period determined under Paragraph 7 or 8 above, this SAR may be exercised, to the extent of the number of SAR Shares with respect to which the Grantee could have exercised it on the date of his or her death, or to any greater extent permitted by the Committee, by the Grantee’s estate, personal representative or beneficiary who acquired the right to exercise this SAR by bequest or inheritance or by reason of the Grantee’s death, at any time prior to the earlier of (i) [six months] following the date of such death or (ii) the expiration date set forth in Paragraph 3.

10.

Change in Control. [This SAR [shall][shall not] become exercisable as a result of a Change in Control.] [The Grantee shall vest in the SAR Shares subject to this Agreement upon an involuntary Termination of Service by action of the Company other than for Cause or by action of the Grantee for Good Reason, which occurs within twelve (12) months following a Change in Control. For purposes of this Agreement, “Cause” and “Good Reason” shall have the following meanings:

(a)“Cause” means any of the following (in each case as determined by the Committee): (i) the Grantee’s conviction of, or plea of nolo contendere or equivalent to any felony; (ii) the Grantee’s fraud, willful misconduct, dishonesty or act of moral turpitude in the course of or related to the Grantee’s employment or that could reasonably be expected to be materially injurious to the Company or an affiliate; or (iii) the Grantee’s willful failure to perform the Grantee’s job duties (other than any such failure resulting from incapacity due to physical or mental illness) after notice from the Company and a reasonable opportunity to cure.

(b)“Good Reason” means any of the following, without the Grantee’s written consent: (i) a material and adverse change to, or diminution to, the Grantee’s job duties, reporting structure, or compensation in effect on the Grant Date (other than temporarily while the Grantee is physically or mentally incapacitated or as required by applicable law); or (ii) permanent relocation of the Grantee’s primary place of employment that increases the commuting distance from the Grantee’s primary residence on the Grant Date by more than thirty (30) miles. The Grantee may not have a Termination of Service by for Good Reason hereunder unless the Grantee has provided written notice to the Company of the existence of the circumstances providing grounds for Termination of Service for Good Reason within thirty (30) days of the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances. If the Grantee does not terminate the Grantee’s service with the Company for Good Reason within ninety (90) days after the first occurrence of the applicable grounds, then the Grantee will be deemed to have waived the Grantee’ right to have a Termination of Service for Good Reason with respect to such grounds.

11.

Shares to be Purchased for Investment. Unless the Company has theretofore notified the Grantee that a registration statement covering the shares to be acquired upon the exercise of the SAR has become effective under the Securities Act of 1933, as amended (the “Securities Act”), and the Company has not thereafter notified the Grantee that such registration statement is no longer effective, it shall be a condition to any exercise of this SAR that the shares acquired upon such exercise be acquired for investment and not with a view to distribution, and the person effecting such exercise shall submit to the Company a certificate of such investment intent, together with such other evidence supporting the same as the Company may request. The Company shall be entitled to restrict the transferability of the shares issued upon any such exercise to the extent necessary to avoid a risk of violation of the Securities Act or of any rules or regulations promulgated thereunder. Such restrictions may, at the option of the Company, be noted or set forth in full on the share certificates.

12.

Clawback or Recoupment Policy. This SAR, Common Stock delivered pursuant to this SAR, and any gains or profits on the sale of such Common Stock shall be subject to any “clawback” or recoupment policy adopted by the Company. Under the current Clawback Policy, the Company has the discretion, as determined by the Committee, to recoup Common Stock delivered pursuant to this award and any gains or profits on the sale of such Common Stock, plus a reasonable rate of interest, upon any of the following: (i) the Grantee has an involuntary Termination of Service by action of the Company for Cause (as defined above), or (ii) with respect to an award based on certain financial results, the Grantee engages in misconduct that causes or partially causes the need for such a restatement which would have resulted in a lower award or a lesser amount to have vested.

13.

Governing Law. This Agreement shall be governed by Pennsylvania law (without reference to the principles of conflicts of laws), to the extent not governed by federal law.

14.

Withholding of Taxes. The obligation of the Company to deliver shares of Common Stock upon the exercise of the SAR shall be subject to applicable federal, state and local tax withholding requirements. If the exercise of the SAR is subject to the withholding requirements of applicable tax laws, the Grantee, subject to the provisions of the Plan and such additional withholding rules (the “Withholding Rules”) as shall be adopted by the Committee, may satisfy the withholding tax, in whole or in part, by electing to have the Company withhold (or by returning to the Company) shares of Common Stock, which shares shall be valued, for this purpose, at their Fair Market Value on the exercise date. Such election must be made in compliance with and subject to the Withholding Rules. The number of shares withheld for purposes of taxes shall be limited, to the extent necessary, to avoid adverse accounting consequences.      

GRANTEE

   URBAN OUTFITTERS, INC.

By:

Grantee’s Signature

Name:

Title:

Date

Date