Form 8-K - Current report

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): April 18, 2024

EXPRESS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-34742	26-2828128
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Express Drive Columbus, Ohio		43230
(Address of Principal Executive Offices)		(Zip Code)

(614) 474-4001

(Registrant’s telephone number, including area code)

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:

☐

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.03

Bankruptcy or Receivership.

Voluntary Petition for Reorganization

On April 22, 2024 (the “Petition Date”), Express, Inc. (the “Company”) and certain of its direct and indirect subsidiaries (collectively, the “Company Parties”) filed voluntary petitions to commence proceedings under chapter 11 (the “Chapter 11 Cases”) of title 11 of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On the Petition Date, the Company Parties filed a motion with the Bankruptcy Court seeking to jointly administer the Chapter 11 Cases under the caption “In re: Express, Inc., et al.”

The Company Parties will continue to operate their business and manage their properties as “debtors in possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. In order to ensure their ability to continue operating in the ordinary course of business and to minimize the effect of the restructuring on the Company Parties’ customers, employees, vendors and other stakeholders, the Company Parties filed with the Bankruptcy Court motions seeking a variety of “first-day” relief, including a motion seeking authority to pay employee wages and benefits, to continue honoring insurance and tax obligations as they come due and to pay certain vendors and suppliers for goods and services provided both before and after the Petition Date. The Company Parties expect that the Bankruptcy Court will approve the relief sought in these motions. In addition, the Company filed with the Bankruptcy Court a motion seeking approval (the “Interim DIP Order”) of debtor-in-possession financing as further described below.

Debtor-in-Possession Financing

Subject to the approval of the Bankruptcy Court following the entry of the Interim DIP Order, which the Company expects to receive, the Company Parties expect to enter into: (i) a senior secured super-priority priming first lien debtor-in-possession asset-based loan credit agreement (the “DIP ABL Credit Agreement”) with Wells Fargo Bank, National Association, as administrative agent, collateral agent and lender, and the other lenders party thereto (collectively, the “DIP ABL Parties”) providing a senior secured super-priority priming debtor-in-possession revolving credit facility (the “DIP ABL Facility”) in the amount of approximately $162.6 million, including a new money revolving credit facility in the amount of $10.0 million and a roll-up of certain secured obligations under the ABL Credit Agreement (as defined below), and (ii) a senior secured super-priority second lien debtor-in-possession asset-based term loan agreement (the “DIP Term Loan Agreement,” and together with the DIP ABL Credit Agreement, the “DIP Credit Agreements”) with ReStore Capital, LLC, as administrative agent, collateral agent and lender, and the other lenders from time to time party thereto (collectively, the “DIP Term Loan Parties,” and together with the DIP ABL Parties, the “DIP Lender Parties”) providing a senior secured debtor-in-possession term loan facility (the “DIP Term Loan Facility,” and together with the DIP ABL Facility, the “DIP Facilities”), consisting of (a) a new money single draw term loan in the amount of $25.0 million and (b) a roll-up of certain secured obligations under the Asset-Based Term Loan Agreement, dated as of September 5, 2023 (the “FILO Term Loan Agreement”) in the amount of $65.0 million, $25.0 million of which would be rolled up as of the entry of the Interim DIP Order, with the remaining $40.0 million rolled up as of the entry of the final order of the Bankruptcy Court.

Each of the proposed DIP Facilities will be provided to the Company subject to the terms and conditions to be set forth in the respective DIP Credit Agreements, to be executed by the Company Parties and the applicable DIP Lender Parties at a future date, which are expected to include conditions precedent, representations and warranties, various affirmative and negative covenants, and events of default customary for financings of such type. The proceeds of all or a portion of the proposed DIP Facilities may be used by the Company Parties for, among other things, refinancing the pre-petition debt of the Company, post-petition working capital for the Company Parties, payment of costs to administer the Chapter 11 Cases, payment of expenses and fees of the transactions contemplated by the Chapter 11 Cases, payment of court-approved adequate protection obligations under the DIP Credit Agreements, and payment of other costs, in each case subject to the terms of the respective DIP Credit Agreement and the Interim DIP Order or any other order of the Bankruptcy Court. As currently contemplated, the DIP ABL Facility is expected to be used to repay in full the obligations under the Second Amended and Restated Asset-Based Loan Credit Agreement, dated as of May 20, 2015 (as amended, the “ABL Credit Agreement”), including interest and fees through the date of repayment, on a dollar-for-dollar cashless basis.

Borrowings under the DIP ABL Facility would be senior secured obligations of the Company and certain Company Parties, secured by a first priority lien on the collateral under the ABL Credit Agreement, as well as on any unencumbered assets of the Company Parties. Borrowings under the DIP Term Loan Facility would be senior secured obligations of the Company and certain Company Parties, secured by a second priority lien on the collateral under the ABL Credit Agreement as well as on any unencumbered assets of the Company Parties.

Each of the proposed DIP Facilities is subject to approval by the Bankruptcy Court, which approval has not been obtained at this time. The Company Parties are seeking (i) interim approval of the proposed DIP Facilities and available borrowings under the DIP ABL Facility in an amount equal to approximately $136.0 million at an interim hearing in the Bankruptcy Court, contemplated to occur on or about April 23, 2024, and (ii) final approval of the DIP Credit Agreements at a final hearing in the Bankruptcy Court. The Company Parties anticipate that the DIP Credit Agreements will become effective promptly following entry of the Interim DIP Order by the Bankruptcy Court.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.03 of this Current Report on Form 8-K regarding the proposed DIP Facilities is incorporated herein by reference.

Item 2.04

Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The filing of the Chapter 11 Cases constitutes an event of default that accelerated the Company’s obligations under the ABL Credit Agreement and the FILO Term Loan Agreement.

As of the Petition Date, the Company had an aggregate of (i) approximately $105.7 millon principal amount outstanding under the ABL Credit Agreement, (ii) approximately $20.1 million in outstanding letters of credit under the ABL Credit Agreement, and (iii) approximately $63.1 million principal amount outstanding under the FILO Term Loan Agreement.

Pursuant to Section 362 of the Bankruptcy Code, the filing of the Chapter 11 Cases automatically stayed most actions against the applicable debtor, including actions to collect indebtedness incurred prior to the Petition Date or to exercise control over the applicable debtor’s property. Subject to certain exceptions under the Bankruptcy Code, the filing of the Chapter 11 Cases also automatically stayed the continuation of most legal proceedings or the filing of other actions against or on behalf of the applicable debtor or its property to recover on, collect or secure a claim arising prior to the Petition Date or to exercise control over property of the applicable debtor’s bankruptcy estate, unless and until the Bankruptcy Court modifies or lifts the automatic stay as to any such claim. Notwithstanding the general application of the automatic stay described above, governmental authorities may determine to continue actions brought under their police and regulatory powers.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

On April 18, 2024, the Board of Directors (the “Board”) of the Company appointed Mr. William Transier to the Board, effective as of April 18, 2024.

In connection with his appointment, Mr. Transier entered into a letter agreement with the Company pursuant to which Mr. Transier will receive cash compensation in an amount equal to $35,000 per month (prorated to reflect his actual term of service), payable in advance, and a “per diem” payment of $5,000 for days on which more than four hours are devoted to meetings or activities outside the scope of normal Board duties. In addition, Mr. Transier has entered into the Company’s standard indemnification agreement for directors, the form of which is filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2023.

There are no arrangements or understandings between Mr. Transier and any other persons pursuant to which he was selected to serve on the Board, and there are no relationships between Mr. Transier and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Resignation of Director

On April 19, 2024, Yehuda Shmidman notified the Board of his decision to resign from the Board, effective immediately. Mr. Shmidman was appointed to the Board pursuant to the terms of, and upon the closing of the stock purchase under, the Investment Agreement, dated as of December 8, 2022, by and between the Company and an affiliate of WHP Global. Mr. Shmidman’s resignation from the Board was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Appointment of Chief Financial Officer

As previously reported, the Company appointed Mark Still to serve as Interim Chief Financial Officer effective November 17, 2023. On and effective as of April 21, 2024, prior to the commencement of the Chapter 11 Cases, the Company appointed Mr. Still as Senior Vice President and Chief Financial Officer. As Chief Financial Officer, Mr. Still will receive an annual base salary equal to $475,000.

In connection with his appointment, Mr. Still entered into a severance agreement with the Company. Under the severance agreement, if Mr. Still’s employment with the Company is terminated by the Company other than for death, “disability” or “cause,” or by Mr. Still for “good reason” (in each case as defined therein), then subject to Mr. Still’s execution of a general release and his continued compliance with the restrictive covenants set forth in the severance agreement, he will be entitled to receive his base salary for a period of one (1) year following the date of termination and reimbursement of monthly medical and dental benefit plan premiums under COBRA for up to one (1) year following the date of termination. He will also be entitled to receive the amount of any unpaid short-term incentive compensation that he would have otherwise received for the performance period in which the termination occurs, based on actual achievement. Further, in the event that Mr. Still’s employment is terminated by the Company other than for death, disability or cause, or by Mr. Still for good reason, and the termination occurs in connection with a change in control of the Company (as defined in the Express, Inc. 2018 Incentive Compensation Plan, as amended from time to time), then subject to Mr. Still’s execution of a general release and his continued compliance with the restrictive covenants set forth in the severance agreement, he will be entitled to: (i) a payment equal to: (a) 1.5 times his annual base salary, as in effect as of the date of termination, plus (b) an amount equal to his target annual cash incentive compensation, in a lump sum within 30 days following the date of termination, except to the extent otherwise provided in the severance agreement; (ii) reimbursement of monthly medical and dental benefit plan premiums under COBRA for up to one (1) year following the date of termination; and (iii) immediate vesting of any outstanding equity-based and cash-based incentive awards (at target with respect to any performance-based awards). In addition to the amounts described above, the Company will also pay Mr. Still any earned but unpaid base salary as of the date of termination and reimburse him for any and all monies advanced or expenses incurred through the date of termination. The severance agreement includes customary restrictions with respect to the use of the Company’s confidential information and provides that all intellectual property developed or conceived by Mr. Still while employed by the Company which relates to its business is Company property. During the period Mr. Still is employed by the Company and during the one-year period immediately thereafter, Mr. Still has also agreed not to, directly or indirectly: (1) own, manage, operate, join, control, be employed by, consult with, participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner or otherwise), any entities that compete or plan to compete with the Company, (2) solicit any of the Company’s employees, or (3) interfere with or harm any of the Company’s business relationships.

The foregoing summary of the terms of the severance agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the severance agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Retention Awards

On April 18, 2024, the Board approved one-time cash retention bonus awards (“Retention Awards”) for Stewart Glendinning, Chief Executive Officer, and Mr. Still, in the amounts set forth below:


Stewart Glendinning	$	500,000
Mark Still	$	429,375

The Retention Awards, less any necessary deductions, are payable by the Company to each executive within 10 days of the date (the “Effective Date”) of the executive’s execution of a letter agreement (the “Retention Agreement”) which sets forth the terms and conditions of the respective Retention Award. The Retention Agreements require repayment of the Retention Award by each executive if the executive’s employment is terminated by the Company for “cause” or by the executive without “good reason” (as such terms are defined in the Retention Agreements), in each case on or before the earlier to occur of: (i) the six-month anniversary of the Effective Date and (ii) the effective date of a plan pursuant to the Bankruptcy Code.

The foregoing description of the Retention Awards and the terms of the Retention Agreements does not purport to be complete and is qualified in its entirety by reference to the Retention Agreements, copies of which are filed herewith as Exhibits 10.2 and 10.3 and are incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On April 22, 2024, the Company issued a press release in connection with the filing of the Chapter 11 Cases and certain other matters reported herein. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Item 7.01 shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Additional Information on the Chapter 11 Cases

Court filings and information about the Chapter 11 Cases can be found at a website maintained by the Company’s claims agent at https://cases.stretto.com/Express. The documents and other information available via this website or elsewhere are not part of this Current Report on Form 8-K and shall not be deemed incorporated herein.

Cautionary Note Regarding the Company’s Common Stock

The Company cautions that trading in the Company’s common stock during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s common stock may bear little or no relationship to the actual recovery, if any, by holders of the Company’s common stock in the Chapter 11 Cases. The Company expects that its stockholders could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this Current Report on Form 8-K and the exhibits hereto may constitute “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that does not directly relate to any historical or current fact and can be identified by the use of words in the future tense and statements accompanied by words such as “expect,” “potential,” “continue,” “may,” “will,” “should,” “predict,” “intend,” “plan,” “anticipate” or the negative version of these words or other comparable words. Forward-looking statements are based on the Company’s current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict, and significant contingencies, many of which are beyond the Company’s control. Many factors could cause the Company’s actual results to differ materially and adversely from any of these forward-looking statements. Among these factors are: risks attendant to the bankruptcy process, including the Company’s ability to obtain court approval from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases, including the Interim DIP Order; the effects of the Chapter 11 Cases, including increased legal and other professional costs necessary to execute the Company’s reorganization, on the Company’s liquidity (including the availability of operating capital during the pendency of the Chapter 11 Cases), results of operations or business prospects; the effects of the Chapter 11 Cases on the interests of various constituents and financial stakeholders; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 Cases; objections to the Company’s financial restructuring process, the proposed DIP Facilities, or other pleadings filed that could protract the Chapter 11 Cases; risks associated with third-party motions in the Chapter 11 Cases; Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; the Company’s ability to comply with the restrictions imposed by the covenants, terms and conditions of the DIP Credit Agreements and other financing arrangements; employee attrition and the Company’s ability to retain key executive management and other personnel due to the distractions and uncertainties resulting from the Chapter 11 Cases; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 Cases; the impact and timing of any cost-savings measures and related local law requirements in various jurisdictions; risks related to the Company’s strategic partnership with WHP Global; impacts of the delisting of the Company’s common stock from the New York Stock Exchange and future quotation of the common stock; the financial and other effects of the Company’s workforce reduction and other cost reduction actions, including an inability to realize the benefits from such actions within the anticipated timeframe; finalization of the Company’s annual financial statements, including completion of standard annual-close processes; and any claims made against the Company resulting in litigation. These factors should not be construed as exhaustive and should be read in conjunction with the additional information and discussion of other risks and uncertainties included in the Company’s other filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		Severance Agreement, by and between Express, LLC and Mark Still, dated as of April 21, 2024.

10.2		Letter Agreement, dated April 18, 2024, by and among Express, Inc. and Stewart Glendinning.

10.3		Letter Agreement, dated April 17, 2024, by and among Express, Inc. and Mark Still.

99.1		Press Release of Express, Inc., dated April 22, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: April 22, 2024


EXPRESS, INC.

By:		/s/ Laurel Krueger
Name:		Laurel Krueger
Title:		Chief Legal Officer and Corporate Secretary

Exhibit 10.1

SEVERANCE AGREEMENT

This SEVERANCE AGREEMENT (this “Agreement”), is entered into, by and between Express, LLC, a Delaware limited liability company (the “Company”), and Mark Still (the “Executive”) (hereinafter collectively referred to as “the parties”) and is effective on the date of execution by the parties.

WHEREAS, the Company and the Executive desire to enter into this Agreement to set forth the terms on which the Executive may be entitled to severance benefits from the Company. The following terms and conditions supersede anything of the same subject matter provided for in any other agreement entered into prior to the Effective Date.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Company and the Executive hereby agree as follows:

1. At-Will Nature of Employment. The Executive acknowledges and agrees that the Executive’s employment with the Company is and shall remain “at-will” and the Executive’s employment with the Company may be terminated at any time and for any reason (or no reason) by the Company or the Executive, with or without notice, subject to the terms of this Agreement. During the period of the Executive’s employment with the Company, the Executive shall perform such duties and fulfill such responsibilities as reasonably requested by the Company from time to time commensurate with the Executive’s position with the Company.

(a) Termination of Employment by the Company. The Company may terminate the Executive’s employment at any time with or without Cause (as defined below). For purposes of this Agreement, “Cause” shall mean that the Executive (1) willfully failed to perform the Executive’s material duties with the Company (other than a failure resulting from the Executive’s incapacity due to physical or mental illness) that the Executive failed to remedy to the reasonable satisfaction of the Company within 30 days after written notice is delivered by the Company to the Executive that sets forth the basis of the Executive’s failure; (2) has pleaded “guilty” or “no contest” to or has been convicted of an act which is defined as a felony under federal or state law; (3) engaged in misconduct in bad faith which could reasonably be expected to materially harm the Company’s business or its reputation; or (4) violated any of the Company’s material policies (including, but not limited to, the Company’s policies pertaining to non- discrimination, anti-harassment and insider trading). The Executive shall be given written notice by the Company of a termination for Cause, which shall state in detail the act or acts or failures to act that constitute the grounds on which the termination for Cause is based.

(b) Termination of Employment by the Executive. The Executive may terminate employment hereunder without “Good Reason” by delivering to the Company, not less than thirty (30) days prior to the Termination Date, a written notice of termination. This provision does not change the at-will nature of Executive’s employment, and the Company may end Executive’s employment, pursuant to Executive’s notice, prior to the expiration of the thirty (30) days’ notice. The Executive may terminate employment hereunder for “Good Reason” by delivering to the Company not less than thirty (30) days prior to the Termination Date, a written notice of termination setting forth in reasonable detail the facts and circumstances which constitute Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events, without the express written consent of the Executive, unless such events are fully corrected in all material respects by the Company within thirty (30) days following written notification by the Executive to the Company of the occurrence of one of the following reasons: (i) the assignment to the Executive of any duties materially inconsistent with the Executive’s positions, material duties, authority, responsibilities or reporting requirements with the Company; (ii) a reduction in or a material delay in payment of the Executive’s total cash compensation and benefits; (iii) the Company, the Board or any person or group controlling the Company requires the Executive to be based at a location

more than sixty (60) miles from the Executive’s principal residence as of the Effective Date, other than on travel reasonably required to carry out the Executive’s duties to the Company; or (iv) the failure of the Company to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of the Company within fifteen (15) days after a Change in Control (as defined below); or (v) the Company’s material breach of any provision of this Agreement. The Executive shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within thirty (30) days after the first occurrence of such circumstances, and actually terminate employment within thirty (30) days following the expiration of the Company’s thirty (30)-day cure period described above. Otherwise, any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by the Executive. This provision does not change the at-will nature of Executive’s employment, and the Company may end Executive’s employment, pursuant to Executive’s notice, prior to the expiration of the thirty (30)-day cure period.

(c) Termination of Employment due to Death or Disability. The Executive’s employment shall terminate upon the Executive’s death or Disability (defined below).

(d) Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive shall be communicated by a written Notice of Termination addressed to the Executive or the Company, as applicable. A “Notice of Termination” shall mean a notice stating that the Executive’s employment with the Company has been or will be terminated and the specific provisions of this Section 1 under which such termination is being effected.

2. Compensation Upon Certain Terminations by the Company.

(a) If the Executive’s employment is terminated (i) by the Company other than for Cause, death or Disability or (ii) by the Executive for Good Reason, the Company’s sole obligations hereunder shall be as follows:

(i) the Company shall pay the Executive the Accrued Compensation (defined below);

(ii) subject to Section 2(f) and the Executive’s continued compliance with the obligations in Sections 3 hereof:

(1) The Company shall pay the Executive any short-term incentive amount for the performance period in which the Termination Date occurs, based on actual achievement of the performance objectives, paid on the date on which the bonus for such period is paid to executives generally;

(2) The Company shall continue to pay the Executive the Executive’s base salary in effect on the Termination Date for a period of one (1) year following the Termination Date; and

(3) Subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), for up to one (1) year following the Termination Date, the Company shall reimburse the Executive for 100% of the monthly premium costs of COBRA coverage for the Executive’s and the Executive’s beneficiaries, less applicable taxes on such reimbursement; provided, however, that the Company’s obligation to provide such benefits shall cease upon the earlier of (i) the Executive’s becoming eligible for such benefits as the result of employment with

another employer and (ii) the expiration of the Executive’s right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 2(a)(ii)(3) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable).

For purposes of this Agreement, “Termination Date” shall mean in the case of the Executive’s death or Disability, the date of death or Disability, or in all other cases of termination by the Company or the Executive, the date specified in writing by the Company or the Executive as the Termination Date in accordance with Section 1.

(b) If the Executive’s employment is terminated by the Company for Cause, by the Executive without Good Reason or by reason of the Executive’s death, the Company’s sole obligation hereunder shall be to pay the Executive the following amounts: (i) any earned and unpaid base salary, (ii) reimbursement for any and all monies advanced or expenses incurred through the Termination Date, and (iii) any earned compensation which the Executive had previously deferred (including any interest earned or credited thereon) pursuant to the Company’s Supplemental Retirement Plan (collectively, the “Accrued Compensation”). The Executive’s entitlement to any other benefits shall be determined in accordance with the Company’s employee benefit plans then in effect.

(c) If the Executive’s employment is terminated by the Company by reason of the Executive’s Disability, the Company’s sole obligations hereunder shall be as follows:

(i) the Company shall pay the Executive the Accrued Compensation; and

(ii) the Executive shall be entitled to receive any disability benefits available under the Company’s Long-Term Disability Plan (if any).

(iii) For purposes of this Agreement, “Disability” means a physical or mental infirmity which impairs the Executive’s ability to substantially perform the Executive’s duties under this Agreement for a period of at least six (6) months in any twelve (12)-month calendar period as determined in accordance with the Company’s Long-Term Disability Plan or, in the absence of such plan, as determined by the Company’s Board.

(d) This Section 2(d) shall apply if there is a termination of the Executive’s employment (i) by the Company other than for Cause, death or Disability or (ii) by the Executive for Good Reason, in each case, either (A) during the one-year period following a Change in Control or (B) during the six (6) month period preceding a Change in Control; provided that to the extent a termination occurs pursuant to the foregoing clause (B), the Executive shall receive the benefits described in Section 2(a) in accordance with the terms thereof and any additional benefits provided in this Section 2(d) shall be paid in accordance with the terms hereof; provided further that if a Change in Control subsequently occurs, the unpaid balance of the benefits provided in Section 2(a) shall be provided in accordance with this Section 2(d). If any termination described in this Section 2(d) occurs, the Executive (or the Executive’s estate, if the Executive dies after such termination and execution of the release but before receiving such amount) shall receive the following:

(i) The Company shall pay the Executive the Accrued Compensation;

(ii) Subject to Section 2(f) and the Executive’s continued compliance with the obligations in Sections 3 hereof:

(1) The Company shall pay the Executive a lump sum payment of an amount equal to the Executive’s target annual cash incentive bonus for the fiscal year in which the Termination Date occurs, payable within thirty (30) days following the Termination Date;

(2) The Company shall pay the Executive an amount equal to one and half (1.5) times the Executive’s base salary in effect on the Termination Date, payable in a lump sum within thirty (30) days following the Termination Date; provided that to the extent a Change in Control is not a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A then, notwithstanding the foregoing, any amount payable under this Section 2(d)(ii)(2) which constitutes “nonqualified deferred compensation” for purposes of Code Section 409A shall be payable in pro-rata equal installments over the eighteen (18) month period following the Termination Date in accordance with Section 2(e) hereof;

(3) Subject to the Executive’s election of continuation coverage under COBRA, for up to one (1) year following the Termination Date, the Company shall reimburse the Executive for 100% of the monthly premium costs of COBRA coverage for the Executive’s and the Executive’s beneficiaries, less applicable taxes on such reimbursement; provided, however, that the Company’s obligation to provide such benefits shall cease upon the earlier of (i) the Executive’s becoming eligible for such benefits as the result of employment with another employer and (ii) the expiration of the Executive’s right to continue such medical and dental benefits under applicable law (such as COBRA); provided, further, that notwithstanding the foregoing, the Company shall not be obligated to provide the continuation coverage contemplated by this Section 2(d)(ii)(3) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and

(4) Immediate accelerated vesting of all outstanding equity-based and cash-based incentive awards (using, if applicable, the goal (100%) level of achievement under the respective award agreement to determine such number).

For purposes of this Agreement, “Change in Control” shall have the meaning ascribed thereto in the Express, Inc. 2018 Incentive Compensation Plan, as amended from time to time.

(e) Except as otherwise expressly set forth herein, the amounts payable to the Executive pursuant to this Section 2 will be paid to the Executive at such times as the Executive would have otherwise been entitled to receive such amounts had the Executive not been terminated (determined in accordance with the Company’s payroll practices at the time of termination) and only so long as the Executive has not breached the provisions of this Agreement or any other restrictive covenant and/or non- competition agreement between the Executive and the Company or any of its affiliates.

(f) The parties acknowledge and agree that damages that will result to the Executive for termination by the Company of the Executive’s employment without Cause or by the Executive for Good Reason shall be extremely difficult or impossible to establish or prove, and agree that the amounts payable to the Executive under Section 2(a) or Section 2(d) beyond the Accrued Compensation shall constitute liquidated damages for any such termination. The Executive agrees that such liquidated damages shall be in lieu of all other claims that the Executive may make by reason of any such termination of employment. Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Compensation shall only be payable if the Executive delivers to the Company and does not revoke a general release of claims in favor of the Company in a form satisfactory to the Company. Such release must be executed and delivered (and no longer subject to revocation, if applicable) within 45 days following the Termination Date. In the event that the release execution period spans two tax years, no payments shall be made under Section 2(a) or 2(d) until the second tax year.

(g) Executive shall not be required to mitigate the amount of any payment provided for in this Section 2 by seeking other employment or otherwise and no such payment or benefit shall be eliminated, offset or reduced by the amount of any compensation provided to the Executive in any subsequent employment, except as provided in Section 2(a)(ii)(3) or Section 2(d)(ii)(3).

(h) Except as otherwise expressly provided in this Section 2, all of the Executive’s rights to salary, bonuses, fringe benefits and other compensation hereunder (if any) which accrue or become payable after the Termination Date will cease upon the Termination Date. The Executive’s termination of employment with the Company for any reason shall be deemed to automatically remove the Executive, without further action, from any and all offices held by Executive with the Company or its affiliates. The Executive shall execute such additional documents as requested by the Company from time to time to evidence the foregoing.

(i) The parties’ intention under this Agreement is to provide severance benefits only under the circumstances expressly enumerated under Section 2 hereof. Unless otherwise determined by the Company in its sole discretion, in the event of a termination of Executive’s employment with the Company for any reason (or no reason) or at any time other than as expressly contemplated by Section 2 hereof, Executive shall not be entitled to receive any severance benefits or other further compensation from the Company hereunder whatsoever, except for the Accrued Compensation and any other rights or benefits to which Executive is otherwise entitled pursuant to the requirements of applicable law.

(j) Notwithstanding any other payment schedule provided herein to the contrary, if the Executive is deemed on the Termination Date to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then each of the following shall apply:

(i) With regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment shall be made on the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to this Section shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein; and

(ii) To the extent that any benefits to be provided during the Delay Period is considered deferred compensation under Code Section 409A provided on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, the Executive shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the

Executive, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to the Executive, the Company’s share of the cost of such benefits upon expiration of the Delay Period, and any remaining benefits shall be reimbursed or provided by the Company in accordance with the procedures specified herein.

(k) The Company may deduct or withhold from any amounts owing from the Company to Executive all federal, state and local income, employment or other taxes as may be required to be withheld by any applicable law or regulation.

3. Employee Covenants.

(a) For the purposes of this Section 3, the term “Company” shall include Express, LLC and all of its subsidiaries, parent companies and affiliates thereof.

(b) Confidentiality. The Executive shall not, during the term of this Agreement and thereafter, make any Unauthorized Disclosure. For purposes of this Agreement, “Unauthorized Disclosure” shall mean use by the Executive for the Executive’s own benefit, or disclosure by the Executive to any person other than a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of duties as an executive of the Company or as may be legally required, of any confidential information relating to the business or prospects of the Company (including, but not limited to, any information pertaining to any aspect of the Company’s business which is not known by actual or potential competitors of the Company or is proprietary information of the Company or its customers, licensees or suppliers, whether of a technical nature or not, and any information and materials pertaining to any Intellectual Property as defined below); provided, however, that Unauthorized Disclosure shall not include the use or disclosure by the Executive of any publicly available information (other than information available as a result of disclosure by the Executive in violation of this Section 3(b)). This confidentiality covenant has no temporal, geographical or territorial restriction.

An individual will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (1) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of the law, or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret in a court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret except pursuant to a court order.

Notwithstanding anything to the contrary in this Agreement or otherwise, the limitations on disclosure shall not apply to any claim of sexual harassment. Further, nothing in this Agreement shall limit the Executive’s rights under applicable law to provide truthful information to any governmental entity or to file a charge with or participate in an investigation conducted by any governmental entity. Notwithstanding the foregoing, the Executive agrees to waive the Executive’s right to recover monetary damages in connection with any charge, complaint or lawsuit filed by the Executive or anyone else on the Executive’s behalf (whether involving a governmental entity or not); provided that the Executive is not agreeing to waive, and this Agreement shall not be read as requiring the Executive to waive, any right the Executive may have to receive an award for information provided to any governmental entity.

(c) Non-Competition. During the Non-Competition Period described below, the Executive shall not, directly or indirectly, without the prior written consent of the Company’s Board, own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company or any of its products; provided, however, that the “beneficial ownership” by the Executive after termination of employment with the Company, either individually or as a member of a “group,” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of not more than two percent (2%) of the voting stock of any publicly held corporation shall not be a violation of Section 3(c) of this Agreement.

The “Non-Competition Period” means the period the Executive is employed by the Company plus one (1) year from the Termination Date.

(d) Non-Solicitation. During the No-Raid Period described below, the Executive shall not directly or indirectly solicit, induce or attempt to influence any employee to leave the employment of the Company, nor assist anyone else in doing so. Further, during the No-Raid Period, the Executive shall not, either directly or indirectly, alone or in conjunction with another party, interfere with or harm, or attempt to interfere with or harm, the relationship of the Company, with any person who at any time was an employee, customer or supplier of the Company, or otherwise had a business relationship with the Company.

The “No-Raid Period” means the period the Executive is employed by the Company plus one (1) year from the Termination Date.

(e) Intellectual Property. The Executive agrees that all inventions, designs and ideas conceived, produced, created, or reduced to practice, either solely or jointly with others, during the Executive’s employment with the Company including those developed on the Executive’s own time, which relate to or are useful in the Company’s business (“Intellectual Property”) shall be owned solely by the Company. The Executive understands that whether in preliminary or final form, such Intellectual Property includes, for example, all ideas, inventions, discoveries, designs, innovations, improvements, trade secrets, and other intellectual property. All Intellectual Property is either work made for hire for the Company within the meaning of the United States Copyright Act, or, if such Intellectual Property is determined not to be work made for hire, then the Executive irrevocably assigns all rights, titles and interests in and to the Intellectual Property to the Company. The Executive agrees to, without any additional consideration, execute all documents and take all other actions needed to convey the Executive’s complete ownership of the Intellectual Property to the Company so that the Company may own and protect such Intellectual Property and obtain patent, copyright and trademark registrations for it. The Executive also agrees that the Company may alter or modify the Intellectual Property at the Company’s sole discretion, and the Executive waives all right to claim or disclaim authorship. The Executive represents and warrants that any Intellectual Property that the Executive assigns to the Company, except as otherwise disclosed in writing at the time of assignment, will be the Executive’s sole exclusive original work. The Executive also represents that the Executive has not previously invented any Intellectual Property or has advised the Company in writing of any prior inventions or ideas.

(f) Remedies. The Executive agrees that any breach of the terms of this Section 3 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Executive therefore also agrees that in the event of said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach and/or threatened breach and/or continued breach by the Executive and/or any and all persons and/or entities acting for and/or with the Executive, without having to prove damages. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for any breach or threatened breach hereof, including but not limited to the recovery of damages from the Executive. The Executive and the Company further agree that the confidentiality provisions and the covenants not to compete and solicit

contained in this Section 3 are reasonable and that the Company would not have entered into this Agreement but for the inclusion of such covenants herein. The parties agree that the prevailing party shall be entitled to all costs and expenses, including reasonable attorneys’ fees and costs, in addition to any other remedies to which either may be entitled at law or in equity. Should a court determine, however, that any provision of the covenants is unreasonable, either in period of time, geographical area, or otherwise, the parties hereto agree that the covenant should be interpreted and enforced to the maximum extent which such court deems reasonable. In the event of any violation of the provisions of this Section 3, the Executive acknowledges and agrees that the post-termination restrictions contained in this Section 3 shall be extended by a period of time equal to the period of such violation, it being the intention of the parties hereto that the running of the applicable post-termination restriction period shall be tolled during any period of such violation. In the event of a material violation by the Executive of this Section 3, any severance being paid to the Executive pursuant to this Agreement or otherwise shall immediately cease, and any severance previously paid to the Executive shall be immediately repaid to the Company.

(g) The provisions of this Section 3 shall survive any termination of this Agreement, and the existence of any claim or cause of action by the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements of this Section 3.

4. Successors and Assigns.

(a) This Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns, and the Company shall require any successor or assign to expressly assume 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 assignment had taken place. The term “the Company” as used herein shall include any such successors and assigns to the Company’s business and/or assets. The term “successors and assigns” as used herein shall mean a corporation or other entity acquiring or otherwise succeeding to, directly or indirectly, all or substantially all the assets and business of the Company (including this Agreement) whether by operation of law or otherwise.

(b) Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive, the Executive’s beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal personal representative.

5. Arbitration. Except with respect to the remedies set forth in Section 3(f) hereof, any controversy or claim between the Company or any of its affiliates and the Executive arising out of or relating to this Agreement or its termination shall be settled and determined by a single arbitrator whose award shall be accepted as final and binding upon the parties. The American Arbitration Association, under its Employment Arbitration Rules, shall administer the binding arbitration. The arbitration shall take place in Columbus, Ohio. The Company and the Executive each waive any right to a jury trial or to a petition for stay in any action or proceeding of any kind arising out of or relating to this Agreement or its termination and agree that the arbitrator shall have the authority to award costs and attorney fees to the prevailing party.

6. Notice. For the purposes of this Agreement, notices and all other communications provided for in the Agreement (including the notice of termination) shall be in writing and shall be deemed to have been duly given when personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid, or upon receipt if overnight delivery service or facsimile is used, addressed as follows:

To the Executive:

To Executive’s last home address as listed in the books and records of the Company.

To the Company:

Express, LLC

One Express Drive Columbus, OH 43230

Attn: Senior Vice President – Human Resources

7. Settlement of Claims. The Company may offset any amounts the Executive owes it or its subsidiaries or affiliates against any amounts it owes the Executive hereunder.

8. Miscellaneous. No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement.

9. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Ohio without giving effect to the conflict of law principles thereof.

10. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

11. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, if any, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof.

12. Section 409A Compliance. The intent of the parties is to avoid the imposition of taxes under Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

13. Limitation of Benefits under Certain Circumstances. If the payments and benefits pursuant to this Agreement hereof, either alone or together with other payments and benefits that the Employee has the right to receive from the Company, would constitute a “parachute payment” under Code Section 280G, such payments and benefits shall be reduced by the amount, if any, that is the minimum necessary to result in no portion of the payments or benefits constituting a parachute payment under Code Section 280G. In

the event a reduction in payments is necessary in order to comply with the requirements of this Agreement relating to the limitations of Code Section 280G, then such reductions shall be applied based on the following principles, in order: (a) the payment or benefit with the higher ratio of the parachute payment value to present economic value (determined using reasonable actuarial assumptions) shall be reduced or eliminated before a payment or benefit with a lower ratio; (b) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (c) cash payments shall be reduced prior to non-cash benefits; provided that if the foregoing order of reduction or elimination would violate Code Section 409A, then the reduction shall be made pro-rata among the payments or benefits otherwise due or payable (on the basis of the relative present value of the parachute payments).

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has executed this Agreement as of the day and year first above written.


EXPRESS, LLC

By:		/s/ Mike Reese
Name:		Mike Reese
Title:		CHRO

EXECUTIVE

/s/ Mark Still

Mark Still

4/21/2024

Date

Exhibit 10.2

Privileged & Confidential

LOGO

Personal and Confidential

April 18, 2024

Stewart Glendinning

via email

Re:

Retention Bonus

Dear Stewart:

On behalf of Express, Inc. (the “Company”), I am pleased to offer you the opportunity to receive a cash retention bonus if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which will be effective as of the date you execute and return a copy of this Agreement to the Company (such date, the “Effective Date”). Capitalized terms used but not otherwise defined herein will have the meaning ascribed to such terms in Section 1.

1. Retention Bonus. Subject to the terms and conditions set forth herein, the Company (or applicable payor entity) will pay you a lump sum cash payment in an initial amount of $500,000,^* less any necessary deductions for tax or social security (the “Retention Bonus”), with such payment to be made within 10 days of the Effective Date. An additional amount payable upon the consummation of a going-concern transaction will be negotiated at a later date by the Company and key stakeholders. Once paid to you, the Retention Bonus will vest and become non-forfeitable on the earlier to occur of (a) the six-month anniversary of the Effective Date and (b) the Emergence Date (such date pursuant to clause (a) or (b), as the case may be, the “Vesting Date”). Notwithstanding anything to the contrary contained herein, in the event of your Qualifying Termination before the Vesting Date, subject satisfying the Release Requirement, you will not be required to repay to the Company any portion of the Retention Bonus. You agree that in the event your employment with the Company terminates for any reason other than a Qualifying Termination before the Vesting Date, you will be required to repay to the Company, within 10 days of such termination, 100% of the After-Tax Value of the Retention Bonus. For the sake of clarity, you will not be required to repay any portion of the Retention Bonus if you are employed by the Company on the Vesting Date.

2. Definitions. For purposes of this Agreement:

“After-Tax Value of the Retention Bonus” means the gross amount of the Retention Bonus, net of any taxes and any other statutory deductions (for example, in respect of social security) you are required to pay in respect thereof and determined taking into account any tax benefit that may be available in respect of such repayment. The Company will determine in good faith the After-Tax Value of the Retention Bonus, which determination will be conclusive and binding.

^*	Represents a reduced amount as compared to the amount originally set forth in the agreement.

“Cause” means (a) in the case where there is an employment agreement, consulting agreement, change of control agreement or similar agreement in effect between you and the Company or one of its affiliates as of the Effective Date that defines “cause”, “cause” as defined under such agreement, or (b) in the case where there is no employment agreement, consulting agreement, change of control agreement or similar agreement in effect between you and the Company or one of its affiliates as of the Effective Date (or where there is such an agreement but it does not define “cause”), any of your (i) material breach of your duties and responsibilities to the Company Group, (ii) conviction of a felony, (iii) commission of any act of fraud, embezzlement, theft, a material breach of trust or any material act of dishonesty involving the Company Group that causes any member of the Company Group monetary or reputational harm, or (iv) willful and material violation of a material provision of the code of conduct or corporate policies of the Company Group or of any statutory or common law duty of loyalty to the Company Group, in each case, that is not cured (to the extent susceptible to cure) within 30 days after the Company gives you written notice specifying in sufficient detail such breach, failure or violation.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Group” means the Company and its direct and indirect subsidiaries.

“Disability” means your “permanent and total disability” within the meaning of Section 22(e)(3) of the Code.

“Emergence Date” means the effective date of a plan pursuant to Chapter 11 of Title 11 of the United States Code.

“Good Reason” means (a) in the case where there is an employment agreement, consulting agreement, change of control agreement or similar agreement in effect between you and the Company or one of its affiliates as of the Effective Date that defines “good reason”, “good reason” as defined under such agreement, or (b) in the case where there is no employment agreement, consulting agreement, change of control agreement or similar agreement in effect between you and the Company or one of its affiliates as of the Effective Date (or where there is such an agreement but it does not define “good reason”), such concept will not apply to the Retention Bonus or this Agreement.

“Qualifying Termination” means the termination of your employment prior to the Vesting Date (a) by the Company for a reason other than Cause, (b) by you for Good Reason or (c) due to your death or Disability, in each case, if, and only if, you execute (or, in the case of your death, a duly authorized representative acting on your behalf executes) a release in full satisfaction of all claims against the Company Group in such form and substance as may be reasonably prescribed by, and acceptable to, the Company (the “Release”), and such Release becomes irrevocable, within 60 days of your date of termination, in which case, the effective date of the Qualifying Termination will be deemed to have occurred on your date of termination (the “Release Requirement”). For the sake of clarity, a termination of employment will not be a Qualifying Termination if you do not execute, or if you revoke, the Release, in which case, you will be required to repay the After-Tax Value of the Retention Bonus within 10 days after the expiration of such 60-day period.

3. Confidentiality of this Agreement; Reaffirmation of Existing Restrictive Covenants. You must keep the terms and conditions of this Agreement strictly confidential, except for disclosures to your immediate family and any tax, legal or other counsel that you have consulted regarding this Agreement, whom you will instruct not to disclose the same, and disclosures specifically authorized or required by law. By entering into this Agreement, you hereby reaffirm, and agree to be bound by, all of your existing restrictive covenants in favor of the Company Group. In addition, nothing contained in this Section 3 is intended to, and this Section 3 shall be interpreted in a manner that does not, limit or restrict you from exercising any legally protected whistleblower rights.

4. Withholding Taxes. The Company or applicable payor entity may withhold from the Retention Bonus payable to you hereunder such federal, state and local taxes and any deductions for or in relation to social security (or, in each case, their equivalents in your jurisdiction of employment) as the Company or applicable payor entity determines in its sole discretion may be required to be withheld pursuant to any applicable law or regulation.

5. No Right to Continued Employment. Nothing in this Agreement will confer upon you any right to continued employment with the Company Group (or their respective successors) or to interfere in any way with the right of the Company Group (or their respective successors) to terminate your employment at any time and for any or no reason or, where applicable in your jurisdiction of employment, to terminate your employment in accordance with your service contract and local employment law requirements.

6. Other Arrangements. The Retention Bonus is a special payment to you and will not be taken into account in computing the amount of salary or compensation for purposes of determining any bonus, incentive, pension, retirement, death or other benefit under any other bonus, incentive, pension, retirement, insurance or other employee benefit plan of the Company Group, unless such plan or agreement expressly provides otherwise.

7. Governing Law. This Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of Ohio, without reference to rules relating to conflicts of laws.

8. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

9. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between you and the Company with respect to the Retention Bonus and supersedes any and all prior agreements or understandings between you and the Company with respect to the Retention Bonus, whether written or oral. This Agreement may be amended or modified only by a written instrument executed by you and the Company.

10. Section 409A Compliance. Although the Company does not guarantee the tax treatment of the Retention Bonus, the intent of the parties is that the Retention Bonus be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith.

11. Administration. The Company will have full power and authority to construe and interpret this Agreement, and any interpretation by the Company will be binding on you and your representatives and will be accorded the maximum deference permitted by law. The Company, in its sole discretion, will have the right to modify, supplement, suspend or terminate this Agreement at any time; provided, that, except as required by law, in no event will any such action adversely affect your rights without your prior written consent. Subject to the foregoing, this Agreement will terminate upon the satisfaction of all obligations of the Company or its successor entities hereunder.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

This Agreement is intended to be a binding obligation on you and the Company. If this Agreement accurately reflects your understanding as to the terms and conditions of the Retention Bonus, please sign, date and return to me one copy of this Agreement. You should make a copy of the executed Agreement for your records.


Very truly yours,

EXPRESS, INC.

/s/ Mike Reese
Name:		Mike Reese
Title:		Chief Human Resources Officer

The above terms and conditions accurately reflect our understanding regarding the terms and conditions of the Retention Bonus, and I hereby confirm my agreement to the same.

/s/ Stewart Glendinning

Stewart Glendinning

4/18/2024

Date

Exhibit 10.3

Privileged & Confidential

LOGO

Personal and Confidential

April 17, 2024

Mark Still

via email

Re:

Retention Bonus

Dear Mark:

1. Retention Bonus. Subject to the terms and conditions set forth herein, the Company (or applicable payor entity) will pay you a lump sum cash payment in the amount of $429,375, less any necessary deductions for tax or social security (the “Retention Bonus”), with such payment to be made within 10 days of the Effective Date. Once paid to you, the Retention Bonus will vest and become non-forfeitable on the earlier to occur of (a) the six-month anniversary of the Effective Date and (b) the Emergence Date (such date pursuant to clause (a) or (b), as the case may be, the “Vesting Date”). Notwithstanding anything to the contrary contained herein, in the event of your Qualifying Termination before the Vesting Date, subject satisfying the Release Requirement, you will not be required to repay to the Company any portion of the Retention Bonus. You agree that in the event your employment with the Company terminates for any reason other than a Qualifying Termination before the Vesting Date, you will be required to repay to the Company, within 10 days of such termination, 100% of the After-Tax Value of the Retention Bonus. For the sake of clarity, you will not be required to repay any portion of the Retention Bonus if you are employed by the Company on the Vesting Date.

2. Definitions. For purposes of this Agreement:

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Group” means the Company and its direct and indirect subsidiaries.

“Disability” means your “permanent and total disability” within the meaning of Section 22(e)(3) of the Code.

“Emergence Date” means the effective date of a plan pursuant to Chapter 11 of Title 11 of the United States Code.

7. Governing Law. This Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of Ohio, without reference to rules relating to conflicts of laws.

8. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together will constitute one and the same instrument.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

Very truly yours,

/s/ Mike Reese

Mike Reese

Chief Human Resources Officer

EXPRESS, INC.

The above terms and conditions accurately reflect our understanding regarding the terms and conditions of the Retention Bonus, and I hereby confirm my agreement to the same.

/s/ Mark Still

Mark Still

4/17/2024

Date

Exhibit 99.1

Express, Inc. Receives Letter of Intent from Consortium led by WHP Global for Sale of Business

Initiates Court-Supervised Process to Facilitate Formal Sale Process; Receives Commitment for $35

Million in New Financing to Support Ongoing Operations

Continuing to Serve Customers in Stores and Online Across the EXPRESS, Bonobos and UpWest Brands

COLUMBUS, Ohio – April 22, 2024 – Express, Inc. (NYSE: EXPR) (“Express” or the “Company”) today announced that it has received a non-binding letter of intent from a consortium led by WHP Global (“WHP”), and participants including a wholly owned indirect subsidiary of Simon Property Group, L. P. (“Simon”) and Brookfield Properties (“Brookfield”) for the potential sale of a substantial majority of the Company’s retail stores and operations.

To facilitate the sale process, Express and its subsidiaries have filed voluntary Chapter 11 petitions in the U.S. Bankruptcy Court for the District of Delaware. Express has received a commitment for $35 million in new financing from certain of its existing lenders, subject to court approval. Additionally, on April 15, 2024, the Company received $49 million in cash from the Internal Revenue Service related to the CARES Act.

Express is continuing to serve customers in stores and online across its EXPRESS, Bonobos and UpWest brands and expects to conduct business as usual as the Company works to right-size its lease portfolio and operations.

“We continue to make meaningful progress refining our product assortments, driving demand, connecting with customers and strengthening our operations,” said Stewart Glendinning, Chief Executive Officer. “We are taking an important step that will strengthen our financial position and enable Express to continue advancing our business initiatives. WHP has been a strong partner to the Company since 2023, and the proposed transaction will provide us additional financial resources, better position the business for profitable growth and maximize value for our stakeholders.”

Mr. Glendinning added, “Express has a strong portfolio of brands and a premier omnichannel platform. Our top priority remains providing our customers with the contemporary styles and value they expect from us. We thank our associates for their continued hard work and commitment, and we appreciate the ongoing support of our vendors, suppliers and business partners.”

Continuing to Serve Customers in Stores and Online

Express and its brands are serving customers without interruption:

•

EXPRESS retail stores, EXPRESS factory outlets, Bonobos Guideshops and UpWest stores are open per their usual hours.

•

All of the Company’s online channels, including Express.com, Bonobos.com and UpWest.com, along with all brand apps, are accepting orders.

•

All of the Company’s brands are fulfilling orders and processing returns, merchandise return policies remain unchanged, and gift cards and store credits are currently being redeemed in-store.

•

Bonobos is continuing to serve its premium wholesale customers.

•

Customer benefits related to the EXPRESS Insider program are expected to remain the same.

As part of this process, the Company intends to close approximately 95 EXPRESS retail stores and all UpWest stores. The closing sales at affected stores are scheduled to begin on April 23, 2024.

Update to the Leadership Team

Express also announced today that it has named Mark Still as Senior Vice President and Chief Financial Officer, effective immediately. Mr. Still has served as the Company’s interim CFO since November 2023 and as Senior Vice President, Brand Finance and Planning & Allocation since January 2023. He has held finance roles of increasing responsibility at Express since 2005 and brings to the CFO role deep insights across all aspects of the Company’s finance organization and strategy.

Mr. Glendinning added, “I congratulate Mark on his appointment as our go-forward CFO, underscoring the significant contributions he has made to Express throughout his career. We look forward to continuing to benefit from his extensive leadership experience and financial expertise as we move ahead.”

Additional Information About the Court-Supervised Process

The Company has filed a number of customary motions seeking court authorization to support its operations, including the payment of employee wages and benefits without interruption and the continuation of customer loyalty programs. The Company expects to receive court approval for these requests shortly. The Company looks forward to working with its vendor and supplier partners to ensure a continued successful enterprise for the benefit of the Company’s customers and the communities it serves. The Company expects to have sufficient liquidity to support the business during the court-supervised sale process.

The Company will continue to assess its store footprint in connection with this process. A&G Realty Partners is assisting the Company with this effort.

Additional information regarding the Company’s financial restructuring process is available at www.AdvancingExpress.com. Court filings and other information are available on a separate website administrated by the Company’s claims agent, Stretto, at https://cases.stretto.com/Express. Representatives of Stretto can also be reached by calling (855) 337-3537 (Toll-Free) or (949) 617-1363 (International), or by sending an email to ExpressInquiries@Stretto.com.

Kirkland & Ellis LLP is serving as legal counsel to Express, Moelis & Company LLC is serving as investment banker, and M3 Partners, LP is serving as financial advisor.

About Express, Inc.

Express, Inc. is a multi-brand fashion retailer whose portfolio includes EXPRESS, Bonobos and UpWest. The Company operates an omnichannel platform as well as physical and online stores. Grounded in a belief that style, quality and value should all be found in one place, Express is a brand with a purpose – We Create Confidence. We Inspire Self-Expression. – powered by a styling community. Bonobos is a menswear brand known for exceptional fit and an innovative retail model. UpWest is an apparel, accessories and home goods brand with a purpose to Provide Comfort for People & Planet.

For additional information about Express, please visit www.express.com/investor. For more information about our brands, please visit www.express.com, www.bonobos.com or www.upwest.com.

Cautionary Note Regarding the Company’s Common Stock

The Company cautions that trading in the Company’s common stock during the pendency of the Chapter 11 process is highly speculative and poses substantial risks. Trading prices for the Company’s common stock may bear little or no relationship to the actual recovery, if any, by holders of the Company’s common stock in the Chapter 11 process. The Company expects that its stockholders could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 process.

Forward-Looking Statements

Certain statements in this press release are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include any statement that does not directly relate to any historical or current fact. You can identify these forward-looking statements by the use of words in the future tense and statements accompanied by words such as “expect,” “potential,” “continue,” “may,” “will,” “should,” “predict,” “intend,” “plan,” “anticipate” or the negative version of these words or other comparable words. Forward-looking statements are based on the Company’s current expectations and assumptions, which may not prove to be accurate. These statements are not guarantees and are subject to risks, uncertainties, and changes in circumstances that are difficult to predict, and significant contingencies, many of which are beyond the Company’s control. Many factors could cause the Company’s actual results to differ materially and adversely from any of these forward-looking statements. Among these factors are: risks attendant to the Chapter 11 process, including the Company’s ability to obtain court approval from the bankruptcy court with respect to motions or other requests made to the bankruptcy court throughout the course of the Chapter 11 process, including with respect to the DIP financing; the effects of the Chapter 11 process, including increased legal and other professional costs necessary to execute the Company’s financial restructuring, on the Company’s liquidity (including the availability of operating capital during the pendency of the Chapter 11 process), results of operations or business prospects; the effects of the Chapter 11 process on the interests of various constituents and financial stakeholders; the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of the Chapter 11 process; objections to the Company’s financial restructuring process, DIP financing, or other pleadings filed that could protract the Chapter 11 process; risks associated with third-party motions in the Chapter 11 process; bankruptcy court rulings in the Chapter 11 process and the outcome of the Chapter 11 process in general; the Company’s ability to comply with the restrictions imposed by the terms and conditions of the DIP financing and any other financing arrangements; employee attrition and the Company’s ability to retain key executive management and other personnel due to the distractions and uncertainties resulting from the Chapter 11 process; the Company’s ability to maintain relationships with suppliers, customers, employees and other third parties and regulatory authorities as a result of the Chapter 11 process; the impact and timing of any cost-savings measures and related local law requirements in various jurisdictions; risks related to the Company’s strategic partnership with WHP Global; impacts of the delisting of the common stock from the New York Stock Exchange and future quotation of the Company’s common stock; the financial and other effects of the Company’s workforce reduction and other cost reduction actions, including an inability to realize the benefits from such actions within the anticipated timeframe; finalization of the Company’s annual financial statements, including completion of standard annual-close processes; and any claims made against the Company resulting in litigation. These factors should not be construed as exhaustive and should be read in conjunction with the additional information concerning these and other factors included in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.

Contacts

Investor Contact

ir@express.com

Media Contact

Michael Freitag / Aura Reinhard / Haley Salas / Viveca Tress

Joele Frank, Wilkinson Brimmer Katcher

212-355-4449

Document and Entity Information	Apr. 18, 2024
Cover [Abstract]
Security 12b Title	Common Stock, $0.01 par value per share
Security Exchange Name	NYSEArca
Amendment Flag	false
Entity Central Index Key	0001483510
Document Type	8-K
Document Period End Date	Apr. 18, 2024
Entity Registrant Name	EXPRESS, INC.
Trading Symbol	EXPR
Entity Incorporation State Country Code	DE
Entity File Number	001-34742
Entity Tax Identification Number	26-2828128
Entity Address, Address Line One	1 Express Drive
Entity Address, City or Town	Columbus
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43230
City Area Code	(614)
Local Phone Number	474-4001
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

Express (NYSE:EXPR)
Historical Stock Chart
From Apr 2024 to May 2024

Express (NYSE:EXPR)
Historical Stock Chart
From May 2023 to May 2024

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

EXPR Express Inc

Express Inc News

Your Recent History

Company

Business

Popular

Get The App

Trending Now

Toplists

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

EXPR Express Inc

Express Inc News

Your Recent History

Company

Business

Popular

Get The App