Form of Letter Agreement



 Exhibit 10.23 

                    , 2010

 Express, Inc. 
 One Limited Parkway

 Columbus, Ohio 43230 
  

	 	Re:	Advancement and Indemnification Rights 


In light of recent court decisions concerning the rights of corporate directors and officers (including directors designated by sponsor shareholder
investors) to advancement of expenses and indemnification, Limited Brands, Inc. (“Limited Brands”) and Express, Inc. (the “Company”) have agreed to enter into this Letter Agreement (this
“Agreement”) to clarify their understandings with respect to certain matters. Capitalized terms not defined elsewhere in this Agreement are used herein as defined in Section 3. 

This agreement clarifies certain rights of Limited Brands with respect to any persons designated by Limited Brands or any Limited Brands Affiliate to
serve as a director, officer, board observer, partner, trustee, fiduciary, manager, employee, agent, consultant or advisor, or functional or foreign equivalent of the foregoing, of or to any of the Company or successors or direct or indirect parents
or subsidiaries of the Company (individually, including the Company, an “Express Company,” and collectively, including the Company, the “Express Companies”) or of or to any partnership or joint venture of which any
Express Company is a partner or member (collectively, the “Limited Brands Designees” and collectively referred to as the “Indemnitees,” and individually as an “Indemnitee”), whether such right
exists pursuant to any Organizational Document or any other agreement or document. 
 The parties intend that (i) the Express Companies are
and shall at all times be the indemnitors of first resort with respect to any and all matters for which advancement of expenses and indemnification are provided by the Express Companies to or on behalf of any Indemnitee, without regard to the time
of any related claims and liabilities or of any act, statement or omission relating thereto, (ii) the Express Companies shall advance expenses and/or indemnify each Indemnitee on a primary basis, and (iii) any Indemnitee may be required to
seek advancement of expenses and/or indemnification from any other potential source of such advancement or indemnification (including from any other Indemnitee) only if, and to the extent, that the Express Companies are legally and/or financially
unable to advance expenses and/or indemnify, as the case may be, to or on behalf of such Indemnitee. 







 In consideration of the mutual agreements herein contained, and other good and valuable consideration -
including the agreement of the Limited Brands Designees to serve one or more Express Companies (including without limitation on the board of directors or similar governing body thereof) - the receipt and sufficiency of which is hereby acknowledged,
all parties intending to be legally bound hereby agree as follows: 
 1. Company is Primary Indemnitor. 

Each of the undersigned Express Companies hereby acknowledges and agrees that (a) each of the undersigned Express Companies is an indemnitor of first
resort; (b) the obligations of the Express Companies to each Indemnitee are primary, and any obligations of Limited Brands or any Limited Brands Affiliate or other Indemnitee to provide advancement of expenses or indemnification for any Losses
incurred by Indemnitee and for which any Express Company has agreed (or is otherwise obligated) to indemnify Indemnitee (whether under any Organizational Document or any other agreement or document) are secondary; and (c) if Limited Brands or
any Limited Brands Affiliate or other Indemnitee, is obligated to pay, or pays, or causes to be paid for any reason, any expense or Loss which any Express Company is otherwise obligated (whether under any Organizational Document or other document or
agreement) to pay to or on behalf of Indemnitee, then (x) Limited Brands, such Limited Brands Affiliate or other Indemnitee, as the case may be, shall be fully subrogated to and otherwise succeed to all rights of Indemnitee with respect to such
payment, including with respect to rights to claim such amounts from any of the Express Companies; and (y) each of the undersigned Express Companies shall jointly and severally reimburse, indemnify and hold harmless (or cause one or more other
Express Companies to reimburse, indemnify and hold harmless) Limited Brands, such Limited Brands Affiliate or other Indemnitee, as the case may be, for all such payments actually made by such entity or person on behalf of or for the benefit of
Indemnitee. 
 2. Specific Waiver of Subrogation, Contribution. etc. 

Each of the undersigned Express Companies hereby unconditionally and irrevocably waives, relinquishes and releases (and covenants and agrees not to
exercise, and to cause each affiliate of any Express Company not to exercise), any claims or rights that any Express Company may now have or hereafter acquire against any Indemnitee (in any capacity) that arise from or relate to the existence,
payment, performance or enforcement of one of the Express Companies’ obligations under this Agreement or under any indemnification obligation (whether pursuant to any other contract, any Organizational Document or otherwise), including any
right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Indemnitee against any other Indemnitee, whether such claim, remedy or right arises in equity or under
contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on
account of such claim, remedy or right. 
  

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 3. Definitions. As used in this Agreement, the phrase “including” shall not be deemed to be
a term of limitation but rather shall be construed to mean “including, without limitation” and the following terms are used with the meaning set forth herein: 
  


	 	(a)	“Limited Brands Affiliate” means any entity that, directly or indirectly, (i) is controlled by, (ii) controls or (iii) is under common
control with, Limited Brands (excluding any Express Company). 

  

	 	(b)	“Losses” means any and all damages, judgments, liabilities, assessments, fines, penalties, amounts paid in settlement, fees and costs (including
attorneys fees and costs) or other losses. 

  

	 	(c)	“Organizational Document” means an entity’s certificate of incorporation, bylaws, partnership agreement, limited liability company agreement,
operating agreement, indemnification agreement, or other similar or equivalent agreement or document. 

 4. Miscellaneous.

  

	 	(a)	This Agreement may be amended, modified, extended or terminated as to any Express Company (and the provisions hereof may be waived) only by a written agreement
specifically identified as such and signed by Limited Brands and the relevant Express Company. No oral amendment, modification or waiver of this Agreement shall be effective. 


 

	 	(b)	An Indemnitee’s rights under this Agreement and any Organizational Document or other agreement or document that gives rise to indemnification and/or advancement
rights are present contractual rights that shall fully vest upon any Indemnitee’s first service as a director, officer, board observer, fiduciary, partner, trustee, manager, employee, agent or functional or foreign equivalent of any of the
foregoing of any of the Express Companies. No amendment, alteration or repeal of this Agreement or any other such agreement or document or of any provision hereof or thereof validly effected shall limit or restrict any right of Indemnitee under this
Agreement or such agreement or document in respect of any act, omission or statement of such Indemnitee occurring prior to such amendment, alteration or repeal. 


 

	 	(c)	Nothing in this Agreement shall be construed to require any Limited Brands Designee to serve as a director, officer or agent of any Express Company (or in any other
capacity). No Indemnitee’s rights hereunder shall be limited or impaired in any way if such Indemnitee ceases, for any reason, to serve or provide services to any Express Company. 


 

	 	(d)	To the extent permitted by applicable choice-of-law principles, this Agreement and all claims arising out of or based upon this Agreement or relating to the subject
matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice- or conflict-of-law principles or rules that would result in the application of the
domestic substantive law of any other jurisdiction. 

  

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	 	(e)	Except as, and to the extent, expressly provided herein, (i) no right or remedy herein conferred is intended to be exclusive of any other right or remedy, and
every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise, so long as such right or remedy does not conflict with any right or
remedy provided hereunder, (ii) any and all rights to advancement of expenses and/or indemnification to which each Indemnitee has ever been, is or may in the future be entitled from the Express Companies shall remain unchanged by this
Agreement, and (iii) the assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. To the extent that any term or condition of this Agreement
conflicts with any term or condition under any other agreement or document to which any Express Company or Indemnitee is a party or by which any of them are otherwise bound (whether pursuant to an Organizational Document or any other agreement or
document) with respect to the subject matter of this Agreement, the terms and conditions of this Agreement shall control. Each Express Company hereby waives the right to enforce any rights under such other agreement to the extent that such rights or
remedies conflict with any rights, remedies or other provisions hereunder. 

  

	 	(f)	Each Indemnitee that is not a direct party hereunder is and shall be considered an express and intended third-party beneficiary hereunder and shall be entitled to
enforce this Agreement to the same extent as a party hereunder. 

  

	 	(g)	If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and
enforceability of the remaining provisions of this Agreement (including each portion of any section or subsection of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; (ii) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties
expressed herein; and (iii) to the fullest extent possible, the provisions of this Agreement (including each portion of any section or subsection of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby. 

  

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	 	(h)	This Agreement may be executed in any number of counterparts and by each of the parties in separate counterparts (any of which may be delivered by facsimile or pdf),
each of which when so executed will be deemed to be an original and all of which together will constitute one and the same instrument. 


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	Very truly yours,
	
	LIMITED BRANDS, INC.
		
	By:	 	 
	Name:	 	
	Title:	 	


 ACKNOWLEDGED AND AGREED TO as of the date of this letter. 

 

			
	EXPRESS COMPANIES
	
	Express, Inc.
		
	By:	 	 
	Name:	 	
	Title:	 	
	
	Express Topco LLC
		
	By:	 	 
	Name:	 	
	Title:	 	
	
	Express Holding, LLC
		
	By:	 	 
	Name:	 	
	Title:	 	
	
	Express, LLC
		
	By:	 	 
	Name:	 	
	Title:	 	
	
	Express Finance Corp.
		
	By:	 	 
	Name:	 	
	Title:	 	
	
	Express GC, LLC
		
	By:	 	 
	Name:	 	
	Title:	 	

 SIGNATURE PAGE TO INDEMNITY
PRIORITY AGREEMENT