Express 2015 Annual Report Download - page 53

Table of Contents
Letters of Credit
The Company may enter into various trade letters of credit ("trade LCs") in favor of certain vendors to secure merchandise. These trade LCs are issued for a
defined period of time, for specific shipments, and generally expire three weeks after the merchandise shipment date. As of January 30, 2016 and January 31,
2015, there were no outstanding trade LCs. Additionally, the Company enters into stand-by letters of credit ("stand-by LCs") on an as-needed basis to secure
payment obligations for merchandise purchases and other general and administrative expenses. As of January 30, 2016 and January 31, 2015, outstanding
stand-by LCs totaled $2.8 million and $2.5 million, respectively.
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Share Repurchase Programs
On December 9, 2015, the Company's Board of Directors (the "Board") approved a new share repurchase program which authorizes the Company to
repurchase up to $100.0 million of the Company's common stock during the 12 month period following the approval using available cash, including cash on
hand or cash available for borrowing under the Company's Revolving Credit Facility (the "2015 Repurchase Program"). In 2015, the Company repurchased
1.7 million shares of its common stock under the 2015 Repurchase Program for an aggregate amount equal to $28.6 million, including commissions. In
addition, subsequent to January 30, 2016, the Company repurchased an additional 2.5 million shares of its common stock under the 2015 Repurchase
Program for an aggregate amount equal to $41.5 million, including commissions.
On May 28, 2014, the Board authorized the repurchase of up to $100.0 million of common stock (the "2014 Repurchase Program"). The 2014 Repurchase
Program expired on November 28, 2015, 18 months after its adoption. In total, the Company repurchased 2.1 million shares of its common stock under the
2014 Repurchase Program for an aggregate amount equal to $40.0 million, including commissions. All repurchases under the 2014 Repurchase Program were
completed during 2015.
On May 24, 2012, the Board authorized the Company to repurchase up to $100.0 million of the Company's common stock from time to time in open market
or privately negotiated transactions (the "2012 Repurchase Program"). The 2012 Repurchase Program was completed during the third quarter of 2013
following total repurchases of 5.6 million shares of the Company's common stock for approximately $100.0 million. During 2013, the Company repurchased
1.6 million shares of its common stock for a total of $35.1 million, including commissions.
Stockholder Rights Plan
On June 12, 2014, the Board adopted a Stockholder Rights Plan (the “Rights Plan”). Under the Rights Plan, one right was distributed for each share of
common stock outstanding at the close of business on June 23, 2014 and one right was to be issued for each new share of common stock issued thereafter. If
any person or group acquired 10% or more of the Company’s outstanding common stock without the approval of the Board, there would be a triggering event
entitling a registered holder to purchase from the Company one one-hundredth of a share of Participating Preferred Stock, par value $0.01 per share, for
$70.00, subject to adjustment. Existing 10% or greater stockholders were grandfathered to the extent of their June 12, 2014 ownership levels.
The Rights Plan was originally set to expire one year after it was adopted on June 12, 2015, but was amended on June 10, 2015 in order to extend the
expiration date to June 10, 2016. On March 29, 2016, the Board further amended the Rights Plan to accelerate the expiration date to March 29, 2016,
effectively terminating the Rights Plan as of that date.
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The Company records the fair value of share-based payments to employees in the Consolidated Statements of Income and Comprehensive Income as
compensation expense, net of forfeitures, over the requisite service period.
Share-Based Compensation Plans
In 2010, the Board approved, and the Company implemented, the Express, Inc. 2010 Incentive Compensation Plan (as amended, the "2010 Plan"). The 2010
Plan authorizes the Compensation Committee (the "Committee") of the Board and its designees to offer eligible employees and directors cash and stock-
based incentives as deemed appropriate in order to attract, retain, and reward such individuals. Effective April 3, 2012, the Board amended the 2010 Plan to,
among other things, reduce the number of shares available for issuance under the 2010 Plan. As of January 30, 2016, 15.2 million shares were authorized to
be granted under the 2010 Plan and 7.2 million remained available for future issuance.
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