INDEMNIFICATION AGREEMENTIndemnification Agreement • April 30th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2010 between Express, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
Express, Inc. Common Stock, $0.01 par value Underwriting AgreementUnderwriting Agreement • April 30th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • New York
Express, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Underwriting Agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 10,500,000 shares of common stock, $0.01 par value (“Stock”) of the Company and the stockholders of the Company named in Schedule II(a) and Schedule II(b) hereto (collectively, the “Selling Stockholders”) propose, severally and not jointly, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 5,500,000 shares and, at the election of the Underwriters, up to 2,400,000 additional shares of Stock. The aggregate of 16,000,000 shares of Stock to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 2,400,000 additional shares of Stock to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optio
RESTRICTED STOCK AGREEMENT PURSUANT TO THE EXPRESS, INC. 2010 INCENTIVE COMPENSATION PLANRestricted Stock Agreement • April 30th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Express, Inc., a Delaware corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Express, Inc. 2010 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO THE EXPRESS, INC. 2010 INCENTIVE COMPENSATION PLANIncentive Stock Option Agreement • April 30th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • Delaware
THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Express, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Express, Inc. 2010 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE EXPRESS, INC. 2010 INCENTIVE COMPENSATION PLANNonqualified Stock Option Agreement • April 30th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Express, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Express, Inc. 2010 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
AGREEMENT AND PLAN OF MERGER dated as of among EXPRESS, INC., EXPRESS MANAGEMENT INVESTORS BLOCKER, INC., EXPRESS MANAGEMENT INVESTORS LLC, EXPRESS INVESTMENT CORP., MULTI-CHANNEL RETAIL HOLDINGS LLC - SERIES G and EXPRESS HOLDING, LLCMerger Agreement • April 30th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of , 20101, by and among Express, Inc., a Delaware corporation (the “Company”), Express Management Investors Blocker, Inc., a Delaware corporation (“EMIB”), Express Management Investors LLC, a Delaware limited liability company and the sole stockholder of EMIB (“EMI”), Express Investment Corp., a Delaware corporation (“EIC”), Multi-Channel Retail Holdings LLC — Series G, a Delaware limited liability company and the sole stockholder of EIC (“MCRH”), and Express Holding, LLC (“Holding”). The Company, EMIB, EMI, EIC, MCRH, and Holding are collectively referred to herein as the “Parties” and each individually is referred to herein as a “Party.”
CONVERSION AGREEMENTConversion Agreement • April 30th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • Delaware
THIS CONVERSION AGREEMENT (this “Agreement”) is dated as of , 20101, by and among Express Parent LLC, a Delaware limited liability company (the “Company”), Express Management Investors Blocker, Inc., a Delaware corporation (“EMIB”), Express Investment Corp., a Delaware corporation (“EIC”), Limited Brands Store Operations, Inc., a Delaware corporation (“LBSO”), and EXP Investments, Inc., a Delaware corporation (“EXP”). The Company, EMIB, EIC, LBSO, and EXP are collectively referred to herein as the “Parties” and each individually is referred to herein as a “Party.”
In light of recent court decisions concerning the rights of corporate directors and officers (including directors designated by sponsor shareholder investors) to advancement of expenses and indemnification, Limited Brands, Inc. (“Limited Brands”) and...Advancement and Indemnification Rights Agreement • April 30th, 2010 • Express Parent LLC • Retail-apparel & accessory stores
This agreement clarifies certain rights of Limited Brands with respect to any persons designated by Limited Brands or any Limited Brands Affiliate to serve as a director, officer, board observer, partner, trustee, fiduciary, manager, employee, agent, consultant or advisor, or functional or foreign equivalent of the foregoing, of or to any of the Company or successors or direct or indirect parents or subsidiaries of the Company (individually, including the Company, an “Express Company,” and collectively, including the Company, the “Express Companies”) or of or to any partnership or joint venture of which any Express Company is a partner or member (collectively, the “Limited Brands Designees” and collectively referred to as the “Indemnitees,” and individually as an “Indemnitee”), whether such right exists pursuant to any Organizational Document or any other agreement or document.
STOCKHOLDERS AGREEMENTStockholders Agreement • April 30th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of , 2010, by and among Express Parent LLC, a Delaware limited liability company (“Parent”), Express Investment Corp., a Delaware corporation (“EIC”), Limited Brands Store Operations, Inc., a Delaware corporation (“LBSO”), and EXP Investments, Inc., a Delaware corporation (“EXP” and together with LBSO, “Limited”). EIC and Limited are collectively referred to herein as the “Stockholders” and each individually as a “Stockholder”. Unless otherwise indicated herein, capitalized terms used herein are defined in Section 6 hereof.
REGISTRATION AGREEMENTRegistration Agreement • April 30th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of , 2010, by and among Express Parent LLC, a Delaware limited liability company (“Parent”), and each of the Persons listed on the signature pages attached hereto (the “Stockholders”). This Agreement shall amend and replace in its entirety the terms and conditions of Annex B to the Express Parent LLC (“Parent”) Limited Liability Company Agreement dated as of June 26, 2008, as the same may have been amended or modified from time to time.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • April 30th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of April 26, 2010, by and among EXPRESS TOPCO LLC, a Delaware limited liability company (“Borrower”); the Lenders identified on the signature pages hereto; and KKR SCF LOAN ADMINISTRATION, LLC, a Delaware limited liability company, as administrative agent (in such capacity, together with its successors in such capacity, “Administrative Agent”) for the Lenders, amends that certain Credit Agreement, dated as of June 26, 2008 (as amended, the “Credit Agreement”), by and among the Borrower; the financial institutions who are or hereafter become parties thereto as Lenders; and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
In light of recent court decisions concerning the rights of corporate directors and officers (including directors designated by sponsor shareholder investors) to advancement of expenses and indemnification, Golden Gate Private Equity, Inc. (“Golden...Indemnification & Liability • April 30th, 2010 • Express Parent LLC • Retail-apparel & accessory stores
This Agreement clarifies certain rights of (i) Golden Gate; (ii) any Golden Gate Affiliate or other persons or entities providing management, advisory, consulting or other services at the direction or request of Golden Gate or any Golden Gate Affiliate to or for the benefit of the Company or any successors or direct or indirect parents or subsidiaries of the Company (individually, including the Company, an “Express Company,” and collectively, including the Company, the “Express Companies”); (iii) any Fund; (iv) any persons designated by Golden Gate, any Golden Gate Affiliate or any Fund to serve as a director, officer, board observer, partner, trustee, fiduciary, manager, employee, agent, consultant or advisor, or functional or foreign equivalent of the foregoing, of or to any of the Express Companies or of or to any partnership or joint venture of which any Express Company is a partner or member (collectively, the “Golden Gate Designees”); and (v) any direct or indirect partners (incl
STOCK APPRECIATION RIGHTS AGREEMENT PURSUANT TO THE EXPRESS, INC. 2010 INCENTIVE COMPENSATION PLANStock Appreciation Rights Agreement • April 30th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • Delaware
THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Express, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Express, Inc. 2010 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE EXPRESS, INC. 2010 INCENTIVE COMPENSATION PLANRestricted Stock Unit Agreement • April 30th, 2010 • Express Parent LLC • Retail-apparel & accessory stores • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Express, Inc., a Delaware corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Express, Inc. 2010 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
MASTER SUBLEASESublease • April 30th, 2010 • Express Parent LLC • Retail-apparel & accessory stores
This MASTER SUBLEASE (this “Sublease”) dated as of July 6, 2007 by and between LIMITED BRANDS, INC., a Delaware corporation (“Lessor”), and EXPRESS, LLC, a Delaware limited liability company (“Lessee”).
