Form of Incentive Stock Option Agreement



 Exhibit 10.11 

INCENTIVE STOCK OPTION AGREEMENT 

PURSUANT TO THE 

EXPRESS, INC. 2010 INCENTIVE COMPENSATION PLAN 

* * * * * 
 Participant:
________________________ 
 Grant Date: _________________________ 

Per Share Exercise Price: $_____ 
 Number of
Shares subject to this Option: _____________________ 
 * * * * * 

THIS INCENTIVE STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered
into by and between Express, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Express, Inc. 2010 Incentive Compensation Plan, as in effect and as amended from time to time (the
“Plan”), which is administered by the Committee; and 
 WHEREAS, it has been determined under the Plan that it
would be in the best interests of the Company to grant the incentive stock option provided for herein to the Participant. 

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable
consideration, the parties hereto hereby mutually covenant and agree as follows: 
 1. Incorporation By Reference; Plan
Document Receipt. This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly
intended not to apply to the award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall
have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict
between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. 
 2. Grant of
Option. The Company hereby grants to the Participant, as of the Grant Date specified above, an incentive stock option (this “Option”) to acquire from the Company at the Per Share Exercise Price specified above, the aggregate
number of shares of Common Stock specified above (the “Option Shares”). Except as otherwise provided by the 







 
Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of
the Participant’s interest in the Company for any reason. The Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by this Option unless and until the Participant has become the holder of record
of the shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan or this Agreement. 

3. Tax Matters. The Option granted hereby is intended to qualify as an “incentive stock option” under
Section 422 of the Code. Notwithstanding the foregoing, the Option will not qualify as an “incentive stock option,” among other events, (a) if the Participant disposes of the Option Shares at any time during the two-year period
following the date of this Agreement or the one-year period following the date of any exercise of the Option; (b) except in the event of the Participant’s death or Disability, if the Participant is not employed by the Company, a Parent or
a Subsidiary at all times during the period beginning on the date of this Agreement and ending on the day that is three months before the date of any exercise of the Option; or (c) to the extent the aggregate fair market value of the Common
Stock subject to “incentive stock options” held by the Participant which become exercisable for the first time in any calendar year (under all plans of the Company, a Parent or a Subsidiary) exceeds $100,000. For purposes of clause
(c) above, the “fair market value” of the Common Stock shall be determined as of the Grant Date. To the extent that the Option does not qualify as an “incentive stock option,” it shall not affect the validity of the Option
and shall constitute a separate non-qualified stock option. In the event that the Participant disposes of the Option Shares within either two (2) years following the Grant Date or one year following the date of exercise of the Option, the
Participant must deliver to the Company, within seven (7) days following such disposition, a written notice specifying the date on which such shares were disposed of, the number of shares so disposed, and, if such disposition was by a sale or
exchange, the amount of consideration received. 
 4. Vesting and Exercise. 

(a) Vesting. The Option subject to this grant shall become vested as to [Insert Vesting Terms], provided the Participant is
then employed by the Company and/or one of its Subsidiaries or Affiliates. There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the
Participant’s continued service with the Company or any of its Subsidiaries on each applicable vesting date. 
 (b)
[Certain Terminations. Any unvested portion of this Option shall immediately become vested upon a Termination due to (i) the Participant’s death or (ii) the Participant’s Disability.] 

(c) [Change in Control. Any unvested portion of this Option shall immediately become vested upon a Change in Control; provided the
Participant is continuously employed by the Company or its Subsidiaries through such date.] 
  

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 (d) Effect of Detrimental Activity. The provisions of Section 6.4(c) of the Plan
regarding Detrimental Activity shall apply to the Option. 
 (e) Expiration. Unless earlier terminated in accordance with
the terms and provisions of the Plan and/or this Agreement, all portions of this Option (whether vested or not vested) shall expire and shall no longer be exercisable after the expiration of ten (10) years from the Grant Date. 

5. Termination. Subject to the terms of the Plan and this Agreement, the Option, to the extent vested at the time of the
Participant’s Termination, shall remain exercisable as follows: 
 (a) Termination due to Death or Disability. In
the event of the Participant’s Termination by reason of death or Disability, the vested portion of this Option shall remain exercisable until the earlier of (i) one year from the date of such Termination, and (ii) the expiration of
the stated term of the Option pursuant to Section 4 hereof. 
 (b) Termination Without Cause. In the event of the
Participant’s involuntary Termination by the Company without Cause, the vested portion of this Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration
of the stated term of the Option pursuant to Section 4 hereof. 
 (c) Voluntary Termination. In the event of the
Participant’s voluntary Termination, the vested portion of this Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option
pursuant to Section 4 hereof. 
 (d) Termination for Cause. In the event of the Participant’s Termination by
the Company for Cause, the Option granted hereunder (whether or not vested) shall terminate and expire upon such Termination. 

(e) Treatment of Unvested Option upon Termination. Any portion of this Option that is not vested as of the date of the
Participant’s Termination for any reason shall terminate and expire as of the date of such Termination. 
 6. Method
of Exercise and Payment. Subject to Section 9 hereof, to the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock as provided herein, the Option may thereafter be exercised by the
Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Sections 6.4(c) and 6.4(d) of the Plan, including, without limitation, by the delivery of any form of
exercise notice as may be required by the Committee and payment in full of the Per Share Exercise Price multiplied by the number of shares of Common Stock underlying the portion of the Option exercised. 

7. Non-transferability. The Option, and any rights and interests with respect thereto, issued under this Agreement and the
Plan shall not, prior to vesting, be sold, exchanged, transferred, assigned or otherwise disposed of in any way by the Participant (or any beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or

  

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the laws of descent and distribution. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way the Option, or the levy of any execution,
attachment or similar legal process upon the Option, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or effect. 

8. Governing Law. All questions concerning the construction, validity and interpretation of this Agreement shall be
governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof. 

9. Withholding of Tax. The Company shall have the power and the right to deduct or withhold, or require the Participant to
remit to the Company, an amount sufficient to satisfy any federal, state, local and foreign taxes of any kind (including, but not limited to, the Participant’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary
to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Option and, if the Participant fails to do so, the Company may otherwise refuse to issue or transfer any shares of Common
Stock otherwise required to be issued pursuant to this Agreement. Any statutorily required withholding obligation with regard to the Participant may be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable upon
exercise of the Option. 
 10. Entire Agreement; Amendment. This Agreement, together with the Plan, contains the
entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee
shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the
Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof. 

11. Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be
deemed duly given only upon receipt thereof by the Chief Financial Officer of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such
address as the Participant may have on file with the Company. 
 12. No Right to Employment. Any questions as to
whether and when there has been a Termination and the cause of such Termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its
Subsidiaries or its Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without cause. 

13. Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by
the Company (or any Subsidiary) of any personal data information related to the Option awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is
freely given by the Participant. 
  

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 14. Compliance with Laws. The issuance of this Option (and the Shares upon
exercise of this Option) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the
provisions of the Securities Act of 1933, as amended, the 1934 Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue this
Option or any of the Shares pursuant to this Agreement if any such issuance would violate any such requirements. 
 15.
Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the Option is intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in
accordance with such intent. 
 16. Binding Agreement; Assignment. This Agreement shall inure to the benefit of,
be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except as provided by Section 7 hereof) any part of this Agreement without the prior express written consent of the Company.

 17. Headings. The titles and headings of the various sections of this Agreement have been inserted for
convenience of reference only and shall not be deemed to be a part of this Agreement. 
 18. Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. 

19. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further
acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the
consummation of the transactions contemplated thereunder. 
 20. Severability. The invalidity or unenforceability
of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement
in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law. 

21. Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at
any time; (b) the award of the Option made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the
Option awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as
part of such salary in the event of severance, redundancy or resignation. 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above. 
  

			
	 EXPRESS, INC.

		
	By:	 	
 




			
		
	Name:	 	
 




			
		
	Title:	 	
 




			
	
	 PARTICIPANT

	
	  

		
	 Name:
	 	
 




			
		
	 Social Security Number:
	 	  




 

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