EXECUTIVE
COMPENSATION
In addition, the employment agreement provides
that Mr. Moellering is eligible for equity-based compensation awards that are commensurate with his performance and position. Mr. Moellering is also entitled to participate in all employee benefit plans that we maintain and make available
to our senior executives and is entitled to paid time off in accordance with our policies as in effect from time to time.
The employment agreement includes
customary restrictions with respect to the use of our confidential information and provides that all intellectual property developed or conceived by Mr. Moellering while he is employed by us that relates to our business is Company property.
During Mr. Moellerings term of employment with us and during the 12-month period immediately thereafter, Mr. Moellering has agreed not to (1) solicit any of our associates,
(2) interfere with or harm any of our business relationships, or (3) participate (whether as an officer, director, employee, or otherwise) in any competitive business.
In April 2013, as part of the Committees annual review of executive compensation arrangements, the Committee approved changes to the severance arrangements for
Mr. Moellering to make them more competitive and to bring them in-line with the severance arrangements offered by the Companys peer group.
Under the amended and restated employment agreement, if Mr. Moellerings employment with the Company is terminated by the Company other than for Cause, or by
Mr. Moellering for Good Reason, and Mr. Moellering signs a general release, then Mr. Moellering will be entitled to receive his base salary and medical and dental benefits for 18 months following separation from the Company. In
addition, Mr. Moellering will also be entitled to receive the amount of cash incentive compensation that he would have otherwise received during the 12-month period following separation from the Company.
In the event that Mr. Moellerings employment is terminated by the Company other than for Cause, or by Mr. Moellering for Good Reason, and the
termination occurs in connection with a change-in-control of the Company (as defined in the Second Amended and Restated Express Inc. 2010 Incentive Compensation Plan),
and Mr. Moellering signs a general release, then Mr. Moellering will be entitled to (1) a one-time payment equal to (a) two times Mr. Moellerings annual base salary, plus (b) 1.5
times Mr. Moellerings annual cash incentive compensation at target; (2) medical and dental benefits for 18 months following separation from the Company; and (3) automatic vesting of any unvested outstanding equity awards (at
target with respect to performance-based equity awards).
In March 2017, the Committee approved changes to Mr. Moellerings amended and restated employment
agreement as part of the Committees annual review of executive compensation solely for the purpose of modifying the relocation element of the Good Reason definition to make it more consistent with the market and the definition used
in our then-CEOs employment agreement. Prior to the amendment, a required relocation outside the U.S. qualified as Good Reason. Under the new definition, a required relocation outside of a 60-mile radius of Mr. Moellerings current residence qualifies as Good Reason.
Good Reason as
amended, under Mr. Moellerings employment agreement generally includes (1) an adverse change in responsibilities, pay, or reporting relationship, (2) relocation of more than 60 miles from the executives home,
(3) failure by the Company to abide by the agreement, or (4) failure by any successor to assume the agreement. Cause under Mr. Moellerings amended and restated employment agreement generally includes (1) failure
by the executive to perform his or her material duties, (2) conviction of a felony, or (3) misconduct in bad faith which could reasonably be expected to result in material harm to the Company.
On February 4, 2019 we entered into a letter agreement (Interim Letter Agreement) with Mr. Moellering in connection with his appointment to Interim
Chief Executive Officer and Interim President effective January 22, 2019. The Interim Letter Agreement provided for an annual base salary of $1,117,000 that continued until the last day of Mr. Moellerings interim assignment, at which
time Mr. Moellerings base salary reverted to his base salary as of January 21, 2019. The Interim Letter Agreement did not amend any other provision of Mr. Moellerings amended and restated employment agreement.
On September 23, 2019, we entered into a letter agreement (Letter Agreement) with Mr. Moellering pursuant to which he was promoted to President and
Chief Operating Officer of the Company. The Letter Agreement provides for an annual base salary of $825,000 and a seasonal performance-based cash incentive target percentage of 90%. In addition, beginning with the Companys annual grant of
long-term incentive awards in fiscal 2020, the Letter Agreement provides for an annual long-term incentive compensation amount of $2,000,000.
Other Severance Agreements
We entered into severance agreements with Ms. Akay and Ms. Tervo in September 2019. We had previously entered into a severance agreement with
Mr. Pericleous in July 2015 in connection with his promotion to Senior Vice President, Chief Financial Officer and Treasurer and amended and restated that agreement in March 2017. Given his resignation from the Company effective
November 12, 2021, the provisions of his severance agreement were not triggered and Mr. Pericleous received no benefits post-resignation from the Company.
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