0001483510-13-000036 Sample Contracts

NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE EXPRESS, INC. 2010 INCENTIVE COMPENSATION PLAN
Nonqualified Stock Option Agreement • April 5th, 2013 • Express, Inc. • 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

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 5th, 2013 • Express, Inc. • Retail-apparel & accessory stores • Ohio

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into, by the parties, by and between Express, LLC (hereinafter the “Company”), and [__________] (the “Executive”) (hereinafter collectively referred to as “the parties”) and is effective on the date of execution by the parties.

AMENDED AND RESTATED SEVERANCE AGREEMENT
Amended and Restated Severance Agreement • April 5th, 2013 • Express, Inc. • Retail-apparel & accessory stores • Ohio

This SEVERANCE AGREEMENT (this “Agreement”), is entered into between Express, LLC, a Delaware limited liability company (the “Company”), and [•] (the “Executive”) as of [•], 2013 (the “Effective Date”).

EXPRESS, INC. CASH PERFORMANCE AWARD
Performance Award • April 5th, 2013 • Express, Inc. • Retail-apparel & accessory stores • Delaware

Michael A. Weiss (the “Grantee”) is granted, effective as of April [ ], 2013, a cash performance award in an amount to be determined in accordance with Sections 1 and 2 hereof (the “Award”) pursuant to Article IX of the 2010 Incentive Compensation Plan (the “Plan”) of Express, Inc. (the “Company”). The Award is subject to the terms and conditions set forth below and in the Plan, which is incorporated by reference in, and made a part of, this Cash Performance Award Agreement (this “Agreement”). To the extent that there is a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern. Any term not defined herein shall have the meaning assigned to such term in the Plan.

RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE EXPRESS, INC. 2010 INCENTIVE COMPENSATION PLAN
Restricted Stock Unit Agreement • April 5th, 2013 • Express, Inc. • 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

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