Director Appointment and Compensation Letter Agreement between Express Parent LLC (Express, Inc.) and Michael F. Devine, III
Express Parent LLC (to be renamed Express, Inc.) invites Michael F. Devine, III to join its Board of Directors as Chairman of the Audit Committee and Audit Committee Financial Expert. Mr. Devine will receive equity grants under the 2010 Incentive Compensation Plan, cash compensation totaling $125,000 annually for his roles, and reimbursement for reasonable expenses. His appointment is contingent on qualifying as an independent director under NYSE rules and the company's IPO completion. The agreement also covers indemnification, D&O insurance, and requires compliance with company bylaws and no conflicts of interest.
Exhibit 10.26
April 26, 2010
Mr. Michael F. Devine, III
Executive VP, CFO
Coach, Inc.
516 W. 34th Street
New York, NY 10001
Dear Michael:
On behalf of Express Parent LLC (to be renamed Express, Inc.) (the Company), I am extremely pleased to invite you to become a member of the Companys Board of Directors (the Board). We believe that your skills, expertise and knowledge will prove very helpful to the Company and its stockholders. In addition to your normal Board duties, your responsibilities will include that of Chairman of the Audit Committee and the Companys Audit Committee Financial Expert.
In connection with your service as a director, you will be eligible for equity grants under the Express, Inc. 2010 Incentive Compensation Plan (the 2010 Plan), which will become effective upon the completion of the Companys initial public offering of common stock (the IPO). Your equity incentive compensation package under the 2010 Plan will be equivalent to the equity incentive packages offered to the Companys Vice Presidents.
In addition to equity compensation, you will be entitled to receive cash compensation of (1) an Annual Retainer of $100,000 for your service as a director, (2) an Audit Committee Annual Retainer of $10,000 and (3) a Chairman of the Audit Committee Annual Retainer of $15,000. You will be reimbursed for reasonable out-of-pocket expenses incurred by you in connection with your services to the Company in accordance with the Companys established policies. In addition, you will be covered by the Companys D&O insurance and given an opportunity to execute the Companys standard director indemnification agreement.
Our expectation is that the Board will meet at least quarterly. The various committees of the Board will also meet on a schedule to be determined. It is our expectation that you will participate in those meetings in person to the extent possible. We also ask that you make yourself available to participate in various telephonic meetings from time to time.
Please note that this offer is contingent upon your qualification as an independent director under applicable NYSE rules and consummation of the IPO.
Mr. Michael F. Devine, III
April 26, 2010
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Your services on the Board will be in accordance with, and subject to, the Companys Bylaws and the Certificate of Incorporation, as such may be amended from time to time. In accepting this offer, you are representing to us that (1) you do not know of any conflict that would restrict you from becoming a director of the Company and (2) you will not provide the Company with any documents, records or other confidential information belonging to any other parties.
To accept this offer, please sign below and return the fully executed letter to us. You should keep one copy of this letter for your own records. This letter sets forth the terms of your service with the Company and supersedes any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement, signed by a duly authorized representative of the Company and by you.
We are looking forward to having you join us at the Company. We believe that your enthusiasm and past experience will be an asset to the Company and that you will have a positive impact on the organization. If you have any questions, please call me at (415)  ###-###-####.
Sincerely,
Express Parent LLC (name to be changed to Express, Inc.) |
/s/ Stefan L. Kaluzny |
Stefan L. Kaluzny Chairman of the Board |
Accepted and agreed to this
28th day of April, 2010
/s/ Michael F. Devine, III |
Michael F. Devine, III |
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