Sincerely, /s/ Matthew C. Moellering I accept this offer as of the date above and represent that my accepting this offer and employment with Express will not conflict with or result in a violation or breach of any legal obligation to which I am subject.Matthew C. Moellering EVP, Chief Administrative Officer and Chief Financial Officer Express, Inc./s/ Dominic Paul DascoliDominic Paul Dascoli CONFIDENTIALITY, NON- COMPETITION AND INTELLECTUAL PROPERTY AGREEMENT

CONFIDENTIALITY.

INFORMATION OF OTHERS. I agree that I will not, during my employment with the Company, improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity and that I will not bring onto the premises of the Company any proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity. I represent that my performance of all the terms of this Agreement and my responsibilities as an employee of the Company will not breach any non-competition, invention assignment or proprietary information agreement with any former employer or other party.

TERMINATION. I agree that, upon my separation from the Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all documents and other materials that contain Confidential Information as well as any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by me pursuant to my employment with the Company or otherwise belonging to the Company or its affiliates. In the event of the termination of my employment, I agree to sign and deliver to the Company the "Termination Certification" attached hereto as Exhibit A. I further agree that execution of the Termination Certification is a material term of this Agreement.

NON-SOLICITATION. I agree that for a period of twelve (12) months immediately following my separation from the Company for any reason whatsoever, I will not hire any employees of the Company or cause any such employees to be hired by any entity by which I am employed. Further, I agree that

NON-COMPETITION. I agree that, during the term of my employment with the Company, I will devote my full time and efforts to the Company and I will not engage in any other activities that conflict with my obligations to the Company. During my employment and for a period of twelve (12) months immediately following my separation from the Company for any reason whatsoever, I will not, directly or indirectly, work for or contribute to the efforts of any business organization that competes in the United States, or plans to compete in the United States, with the Company or its products. I understand that the Company at its sole discretion may waive this provision or shorten the twelve-month period by giving me a written waiver. I also understand that the Company shall continue to pay me my base salary (minus the deductions required by law) during the period I am required not to work for a competitor, except that in no case will the Company pay me my base salary for any portion of the twelve-month period during which I am either self-employed or employed by or working for someone other than a competitor. It is my responsibility to report immediately to the Vice President of Human Resources for the Company should I accept employment during any period for which I am paid by the Company. I agree that this covenant is reasonable with respect to its duration, geographical area and scope in light of the Company's desire to protect its Confidential Information. In the event the provisions of this Section 5 are deemed to exceed the time, geographic or scope limitations permitted by law, then such provisions shall be reformed to the maximum time, geographic or scope limitations, as the case may be, then permitted by law. For the avoidance of doubt, I understand that if I am entitled to receive benefits under that certain Severance Agreement, dated as of , 2011, between me and the Company (the “Severance Agreement”), that I shall not also be entitled to any payment pursuant to this Section 5.

INVENTIONS. I agree that all inventions, designs and ideas conceived, produced, created, or reduced to practice, either solely or jointly with others, during my employment with the Company, including those developed on my own time, which relate to or are useful in the Company's business (“Intellectual Property”) shall be owned solely by the Company. I understand 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. I agree to keep and maintain adequate and current written records of all Intellectual Property made by me (solely or jointly with others) during the term of my employment with the Company, including designs. The records may be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times. All Intellectual Property is either work made for hire for the Company within the meaning of the U. S. Copyright Act, or, if such Intellectual Property is determined not to be work made for hire, then I irrevocably assign all right, title and interest in and to the Intellectual Property to the Company, including all copyrights, patents, and/or trademarks. I will, without any additional consideration, execute all documents and take all other actions needed to convey my 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. I agree that the Company may alter or modify the Intellectual Property at the Company's sole discretion, and I waive all right to claim or disclaim authorship. I represent and warrant that any Intellectual Property that I assign to the Company, except as otherwise disclosed in writing at the time of assignment, will be my sole, exclusive, original work. I have not previously invented any Intellectual Property or I have advised the Company in writing of any prior inventions or ideas.

MISCELLANEOUS.

In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new employer about my rights and obligations under this Agreement.

I understand that this Agreement does not constitute an employment contract or obligate the Company to employ me for any period of time. I acknowledge that my employment with the Company is and will at all times be “terminable-at-will” which means that either the Company or I may terminate my employment at any time, for any reason or no reason, and with or without notice. However, while I am free to end my employment at any time, if I decide to resign my employment with the Company, I will provide the Company with at least sixty (60) days prior written notice. I agree that if I fail to provide such notice I will be considered “non rehirable” by the Company.

This Agreement cannot be changed in any way unless the Company and the Executive agree to such changes in writing. This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior agreements and understandings, written or oral, with respect to its subject matter.

This Agreement will be governed by and interpreted in accordance with Ohio law, without regard for choice of law principles.

In the event of a conflict between this Agreement and the Severance Agreement, the terms of the Severance Agreement shall prevail.

In the event that any part of this Agreement shall be declared unenforceable or invalid, the remaining parts shall continue to be valid and enforceable.

This Agreement shall inure to the benefit of and be binding upon the parties and their respective executors, administrators, personal representatives, heirs, assigns and successors in interest.

I acknowledge that any breach by me of this Agreement may result in irreparable and continuing damage to the Company's business for which there may be no adequate remedy at law. I further agree that in the event of any potential or actual breach of this Agreement, the Company and its successors and assigns shall be entitled to injunctive relief and to such other and further relief as may be proper. I further agree that the Company shall be entitled to an award of its attorneys' fees and all costs associated with any legal action to enforce its rights under this Agreement.

I am executing this Agreement voluntarily and without any duress or undue influence by the Company or anyone else; and I have carefully read this Agreement. I have asked any questions needed for me to understand the terms, consequences and binding effect of this Agreement and fully understand them.