EXPRESS, INC. (NYSE:EXPR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 4, 2019, James (“Jim”) Hilt, who currently serves as Executive Vice President and Chief Customer Experience Officer of Express, Inc. (the “Registrant”), informed the Registrant that he intends to step down from this position to pursue another opportunity. Mr.Hilt’s last day of employment with the Registrant and its subsidiaries will be March 19, 2019 (the “Effective Date”).
to the amended and restated severance agreement entered into in March 2017 by and between Express, LLC, a subsidiary of the Registrant (together with the Registrant the “Company”), and Mr.Hilt (the “Hilt Agreement”), Mr.Hilt’s resignation will be treated as a voluntary resignation from the Company without Good Reason (as defined in the Hilt Agreement). Accordingly, Mr. Hilt will not receive any cash severance, accelerated equity, or benefits.
Mr. Hilt is subject to various restrictive covenants under the Hilt Agreement, including non-competition, non-solicitation, non-disparagement and confidentiality covenants, which remain in effect in accordance with their terms. The non-competition and non-solicitation covenants prohibit Mr.Hilt from engaging in certain activities for a period of 12 months after the termination of his employment.
Mr. Hilt will be required to repay in its entirety a retention bonus in the amount of $350,000 to the Letter of Agreement (“Retention Award”) between Mr. Hilt and the Company dated November 18, 2017.
The foregoing summary of the provisions of the Hilt Agreement is qualified in its entirety by reference to the complete text of the Hilt Agreement, which is incorporated herein by reference and a copy of which is included as Exhibit 10.3 to the Current Report on Form 8-K filed by the Registrant on March 17, 2017. The foregoing summary of the provisions of the Retention Award is qualified in its entirety by reference to the complete text of the Retention Award, which is incorporated herein by reference and a copy of which is included as Exhibit 10.30 to the Annual Report on Form 10-K filed by the Registrant on April 4, 2018.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Form of Amended and Restated Severance Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed with the SEC on March 17, 2017). |
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Letter of Agreement, Dated November 18, 2017, Between James A. Hilt and Express (incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K, filed with the SEC on April 4, 2018). |
About EXPRESS, INC. (NYSE:EXPR)
Express, Inc. is a specialty apparel and accessories retailer offering both women’s and men’s merchandise, targeting the 20 to 30 year old customer. The Company offers an assortment of fashionable apparel and accessories to address fashion needs across multiple aspects of lifestyles, including work, casual, jeans wear and going-out occasions. It operates through the operation of its brick-and-mortar retail and outlet stores, e-commerce operations and franchise operations segment. The Company sells its products through its e-commerce Website, www.express.com, and has franchise agreements with franchisees that operate Express locations in Latin America, the Middle East and South Africa. It operates approximately 650 stores across the United States, in Canada and in Puerto Rico, including over 80 factory outlet stores. It products are created by its in-house design team. The Company has a portfolio of products that have brand value, including the Editor pant and 1MX shirt.