EX-10.1



 






Exhibit 10.1




STANDARD EXECUTIVE EMPLOYMENT AGREEMENT




BETWEEN




DSW Inc.




AND




KEVIN M. LONERGAN



This Standard Executive Employment Agreement (“Agreement”) by and between DSW Inc. (“Company”) and
KEVIN M. LONERGAN (“Executive”), collectively, the “Parties,” is effective as of the date signed
(“Effective Date”) and supercedes and replaces any other oral or written employment-related
agreement between the Executive and the Company.




1.00 Duration



This Agreement will remain in effect from the Effective Date until it terminates as provided in
Section 5.00. Any notice of termination required to be given under this Agreement must be given as
provided in Section 6.00 and will be effective on the date prescribed in Section 5.00.




2.00 Executive’s Employment Function



2.01 Position. The Executive agrees to serve as the Company’s Executive Vice President, Chief
Operating Officer with the authority and duties assigned to this position and to discharge any
other duties and responsibilities assigned by the position to be held by Peter Horvath (title not
yet known) (hereinafter referred to as “Horvath Position”), DSW Inc. The Executive will report
directly to and be subject to the supervision, advice and direction of the Horvath Position, DSW
Inc., or his designate. The Executive will be appointed to and begin working at this position on
January 30, 2006 as a transition period in which he will spend time preparing for this appointment.
The Executive agrees at all times to observe and be bound by all Company rules, policies,
practices, procedures and resolutions that generally apply to Company employees of comparable
status and which do not conflict with the specific terms of this Agreement.



2.02 Place of Performance. The Executive’s duties will principally be performed in Columbus, Ohio
and by traveling to the Company’s store locations throughout the United States, and other travel on
the Company’s business.




3.00 Compensation



The Company will pay the Executive the amounts described in Section 3.00 as compensation for the
services described in this Agreement and in exchange for the duties and responsibilities described
in Section 4.00.



3.01 Base Salary. The Company will pay to the Executive an annualized base salary of $500,000
after Executive begins working for the Company (“Base Salary”), which will be increased annually by
a minimum of 2.5 percent over the previous year’s base salary. The




 









 







Executive’s Base Salary will be paid in installments that correspond with the Company’s normal
payroll practices.





	3.02	 	Cash Incentive Bonus.
	 
	 	 	[1] From the time that Executive begins working for the Company, the Executive will be
eligible to receive a Cash Incentive Bonus under the terms of the DSW Inc. Cash Incentive
Compensation Plan (“Cash Incentive Plan”), as modified by the Company. The Company intends
to provide the Executive with a cash bonus of 80 percent of Base Salary based on the
Executive’s achievement of the incentive goals in the annual Management Incentive Plan (MIP)
established by the Company, up to a maximum of 160% of Base Salary under the MIP formula.
The actual performance metrics and goals shall be determined by the Company in its sole
discretion.
	 
	 	 	[2] Payment of Cash Bonus. Any Cash Incentive Bonus will be payable, in cash, consistent
with the Company’s normal bonus payment policy.
	 
	3.03	 	Equity Incentive.
	 
	 	 	[1] Standard Stock Options. Subject to the terms of the DSW Inc. 2005 Equity Incentive Plan
and any applicable stock option agreement and the approval of the DSW Compensation
Committee, the Company will grant to the Executive options to purchase 50,000 shares of the
Company’s common stock at a per share exercise price determined by the closing price of DSW
stock on the date the option grant is approved by the DSW Compensation Committee. These
options would typically become exercisable pursuant to the terms set forth in the Company’s
standard five(5)-year vesting schedule, vesting to begin from the time Executive begins
working for the Company.
	 
	 	 	[2] Restricted Stock Units. Subject to the terms of the DSW Inc. 2005 Equity Incentive
Plan and any applicable Restricted Stock Unit grant agreement and the approval of the DSW
Compensation Committee, the Company will grant to the Executive 10,000 DSW Restricted Stock
Units with cliff vesting of 100% as of June 29, 2009.
	 
	 	 	[3] Additional Restricted Stock Units. In consideration of the unvested value of
stock options and restricted stock grants from Executive’s current employer, and subject to
the terms of the DSW Inc. 2005 Equity Incentive Plan and any applicable Restricted Stock
Unit grant agreement and the approval of the DSW Compensation Committee, the Company will
grant to the Executive 20,000 DSW Restricted Stock Units with a two(2)- year annual vesting
schedule, vesting to begin from the time Executive begins working for the Company .




3.04 Benefit Plans. Subject to their terms, the Executive may participate in any Company sponsored
employee pension or welfare benefit plan at a level commensurate with the Executive’s title and
position as of the time he begins working for the Company. During the waiting time for benefits
the Company will reimburse Executive for any necessary COBRA payments that he makes for this time
period.




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3.05 Vacations. Subject to the terms of the Company’s vacation policy, the Executive is entitled
to four weeks of vacation each calendar year to be taken during periods approved by the Horvath
Position, DSW Inc.



3.06 Expenses. The Executive is entitled to receive prompt reimbursement for all normal and
reasonable expenses incurred while performing services under this Agreement, including all
reasonable travel expenses. Reimbursement for these expenses will be made as soon as
administratively feasible after the date the Executive submits appropriate evidence of the
expenditure and otherwise complies with the Company’s business expense reimbursement policy.



3.07 Relocation . The Company will provide Executive with a comprehensive relocation package
through SIRVA, the Company’s relocation provider, which will include relocation of the physical
goods from up to two households to a new city of residence. Executive agrees to repay to the
Company in full the net amount of any relocation benefit or reimbursement if Executive voluntarily
resigns or is terminated for Cause (see Section 5.04) within the first twelve months after
Executive receives the relocation benefit or reimbursement.



3.08 Perquisite Allowance. The Company will provide Executive with a perquisite allowance of
$25,000 per year after Executive begins working for the Company, paid on a pro-rata basis in
Executive’s bi-weekly paychecks, which already includes a grossed-up amount for taxes at the 45
percent tax rate. (The term “grossed up” as used in this Agreement refers to a payment to
Executive that, after reduction for any income or excise taxes due, is equal to the net amount
payable.)



3.09 Termination Benefits. After Executive begins working for the Company, the Company also will
provide the Executive with the termination benefits described in Section 5.00.




4.00 Executive’s Obligations



The amounts described in Sections 3.00 and 5.00 are provided by the Company in exchange for (and
have a value to the Company equivalent to) the Executive’s performance of the obligations described
in this Agreement, including performance of the duties and the covenants and releases made and
entered into by and between the Executive and the Company in this Agreement.





	4.01	 	Scope of Duties. Once Executive begins working for the Company, the Executive will:
	 
	 	 	[1] Devote all available business time, best efforts and undivided attention to the
Company’s business and affairs; and
	 
	 	 	[2] Not engage in any other business activity, whether or not for gain, profit or other
pecuniary benefit.
	 
	 	 	[3] However, the restriction described in Section 4.01[1] and [2] will not preclude the
Executive from:






[a] Making or holding passive investments in outstanding shares in the securities of
publicly-owned companies or other businesses [other than



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organizations described in Section 4.05], regardless of when and how that investment
was made; or




[b] Serving on corporate, civic, religious, educational and/or charitable boards or
committees but only if this activity [i] does not interfere with the performance of
duties under this Agreement and [ii] is approved by the Horvath Position, DSW Inc.




	4.02	 	Confidential Information.
	 
	 	 	[1] Obligation to Protect Confidential Information. The Executive acknowledges that the
Company and its subsidiaries, parent corporation and affiliated entities (collectively,
“Group” and separately, “Group Member”) have a legitimate and continuing proprietary
interest in the protection of Confidential Information (as defined in Section 4.02[2]) and
have invested, and will continue to invest, substantial sums of money to develop, maintain
and protect Confidential Information. The Executive agrees [a] during and after employment
with all Group Members [i] that any Confidential Information will be held in confidence and
treated as proprietary to the Group, [ii] not to use or disclose any Confidential
Information except to promote and advance the Group’s business interests and [b] immediately
upon separation from employment with all Group Members, to return to the Company any
Confidential Information.
	 
	 	 	[2] Definition of Confidential Information. For purposes of this Agreement, Confidential
Information includes any confidential data, figures, projections, estimates, pricing data,
customer lists, buying manuals or procedures, distribution manuals or procedures, other
policy and procedure manuals or handbooks, supplier information, tax records, personnel
histories and records, information regarding sales, information regarding properties and any
other Confidential Information regarding the business, operations, properties or personnel
of the Group (or any Group Member) which are disclosed to or learned by the Executive as a
result of employment with any Group Member, but will not include [a] the Executive’s
personal personnel records or [b] any information that [i] the Executive possessed before
the date of initial employment (including periods before the Effective Date) with any Group
Member that was a matter of public knowledge, [ii] became or becomes a matter of public
knowledge through sources independent of the Executive, [iii] has been or is disclosed by
any Group Member without restriction on its use or [iv] has been or is required to be
disclosed by law or governmental order or regulation. The Executive also agrees that, if
there is any reasonable doubt whether an item is public knowledge, to not regard the item as
public knowledge until and unless the Vice President of Human Resources confirms to the
Executive that the information is public knowledge or an arbitrator, acting under Section
9.00, finally decides that the information is public knowledge.
	 
	 	 	[3] Intellectual Property. The Executive expressly acknowledges that all right, title and
interest to all inventions, designs, discoveries, works of authorship, and ideas conceived,
produced, created, discovered, authored, or reduced to practice during the Executive’s
performance of services under this Agreement, whether individually or jointly with any Group
Member (the “Intellectual Property”) shall be owned solely by the





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	 	 	Group, and shall be subject to the restrictions set forth in Section 4.02[1] above. All
Intellectual Property which constitutes copyrightable subject matter under the copyright
laws of the United States shall, from the inception of creation, be deemed to be a “work
made for hire” under the United States copyright laws and all right, title and interest in
and to such copyrightable works shall vest in the Group. All right, title and interest in
and to all Intellectual Property developed or produced under this Agreement by the
Executive, whether constituting patentable subject matter or copyrightable subject matter
(to the extent deemed not to be a “work made for hire”) or otherwise, shall be assigned and
is hereby irrevocably assigned to the Group by the Executive. The Executive shall, without
any additional consideration, execute all documents and take all other actions needed to
convey the Executive’s complete ownership interest in any Intellectual Property to the Group
so that the Group may own and protect such Intellectual Property and obtain patent,
copyright and trademark registrations for it. The Executive agrees that any Group Member
may alter or modify the Intellectual Property at the Group Member’s sole discretion, and the
Executive waives all right to claim or disclaim authorship.




4.03 Solicitation of Employees. The Executive agrees that during employment, and for the longer of
any period of salary continuation or for two years after terminating employment with all Group
Members [1] not, directly or indirectly, to solicit any employee of any Group Member to leave
employment with the Group, [2] not, directly or indirectly, to employ or seek to employ any
employee of any Group Member and [3] not to cause or induce any of the Group’s (or Group Member’s)
competitors to solicit or employ any employee of any Group Member.



4.04 Solicitation of Third Parties. The Executive agrees that during employment, and for the
longer of any period of salary continuation or for two years after terminating employment with all
Group Members not, directly or indirectly, to recruit, solicit or otherwise induce or influence any
customer, supplier, sales representative, lender, lessor, lessee or any other person having a
business relationship with the Group (or any Group Member) to discontinue or reduce the extent of
that relationship except in the course of discharging the duties described in this Agreement and
with the good faith objective of advancing the Group’s (or any Group Member’s) business interests.



4.05 Non-Competition. The Executive agrees that for the longer of any period of salary
continuation or for one year after terminating employment with all Group Members not, directly or
indirectly, to accept employment with, act as a consultant to, or otherwise perform services that
are substantially the same or similar to those for which the Executive was compensated by any Group
Member (this comparison will be based on job-related functions and responsibilities and not on job
title) for any business that directly competes or plans to directly compete with the Group’s (or
any Group Member’s) business, which is understood by the Parties to be the sale of discount and
off-price shoes and accessories. Illustrations of businesses that compete with the Group’s
business include, but are not limited to, The TJX Companies, Inc. (T.J. Maxx; Marshall’s; Marmaxx;
Winners); Shoe Carnival; MJM Designer Shoes; The Shoe Dept.; Payless ShoeSource; Off-Broadway
Shoes; Famous Footwear; and Footstar. This restriction applies to any parent, division, affiliate,
newly formed or purchased business(es) and/or successor of a business that competes with the
Group’s (or any Group Member’s) business.




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4.06 Post-Termination Cooperation. As is required of the Executive during employment, the
Executive agrees that during and after employment with any Group Members and without additional
compensation (other than reimbursement for reasonable associated expenses), to cooperate with the
Group (and with each Group Member) in the following areas:





[1] Cooperation With the Company. The Executive agrees [a] to be reasonably available to
answer questions for the Group’s (and any Group Member’s) officers regarding any matter,
project, initiative or effort for which the Executive was responsible while employed by any
Group Member and [b] to cooperate with the Group (and with each Group Member) during the
course of all third-party proceedings arising out of the Group’s (and any Group Member’s)
business about which the Executive has knowledge or information. For purposes of this
Agreement, [c] “proceedings” includes internal investigations, administrative investigations
or proceedings and lawsuits (including pre-trial discovery and trial testimony) and [d]
“cooperation” includes [i] the Executive’s being reasonably available for interviews,
meetings, depositions, hearings and/or trials without the need for subpoena or assurances by
the Group (or any Group Member), [ii] providing any and all documents in the Executive’s
possession that relate to the proceeding, and [iii] providing assistance in locating any and
all relevant notes and/or documents.




[2] Cooperation With Third Parties. Unless compelled to do so by lawfully-served subpoena
or court order, the Executive agrees not to communicate with, or give statements or
testimony to, any opposing attorney, opposing attorney’s representative (including private
investigator) or current or former employee relating to any matter (including pending or
threatened lawsuits or administrative investigations) about which the Executive has
knowledge or information (other than knowledge or information that is not Confidential
Information as defined in Section 4.02[2]) as a result of employment with the Group (or any
Group Member) except in cooperation with the Company. The Executive also agrees to notify
the Executive Vice President of Human Resources immediately after being contacted by a third
party or receiving a subpoena or court order to appear and testify with respect to any
matter affected by this section.




[3] Cooperation With Media. The Executive agrees not to communicate with, or give
statements to, any member of the media (including print, television or radio media) relating
to any matter (including pending or threatened lawsuits or administrative investigations)
about which the Executive has knowledge or information (other than knowledge or information
that is not Confidential Information as defined in Section 4.02[2]) as a result of
employment with the Group (or any Group Member). The Executive also agrees to notify the
Executive Vice President of Human Resources immediately after being contacted by any member
of the media with respect to any matter affected by this section.


4.07 Non-Disparagement. The Executive and the Company (on its behalf and on behalf of the Group
and each Group Member) agree that neither will make any disparaging remarks about the other and the
Executive will not make any disparaging remarks about the Company’s Chairman, Chief Executive
Officer or any of the Group’s senior executives. However, this section will not preclude [1] any
remarks that may be made by the Executive under the terms of




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Section 4.06[2] or that are required to discharge the duties described in this Agreement or [2] the
Company from making (or eliciting from any person) disparaging remarks about the Executive
concerning any conduct that may lead to a termination for Cause, as defined in Section 5.04[5]
(including initiating an inquiry or investigation that may result in a termination for Cause), but
only to the extent reasonably necessary to investigate the Executive’s conduct and to protect the
Group’s (or any Group Member’s) interests.



4.08 Notice of Subsequent Employment. The Executive agrees to immediately notify the Company of
any subsequent employment during the period of salary continuation after employment terminates.



4.09 Nondisclosure. The Executive agrees not to personally disclose the terms of this Agreement in
any manner to any person other than the Horvath Position, DSW Inc., one of the Company’s Vice
Presidents of Human Resources (or any Company representative they expressly approve for such
disclosure), the Executive’s personal attorney, accountant and financial advisor, and the
Executive’s immediate family or as otherwise required by law.



4.10 Remedies. The Executive acknowledges that money will not adequately compensate the Group for
the substantial damages that will arise upon the breach of any provision of Section 4.00. For this
reason, any disputes arising under Section 4.00 will not be subject to arbitration under Section
9.00. Instead, if the Executive breaches or threatens to breach any provision of Section 4.00, the
Company will be entitled, in addition to other rights and remedies, to specific performance,
injunctive relief and other equitable relief to prevent or restrain any breach or threatened breach
of Section 4.00.



4.11 Return of Company Property. Upon termination of employment, the Executive agrees to promptly
return to the Company all property belonging to the Group or any Group Member.




5.00 Termination and Related Benefits



This Agreement will terminate upon the occurrence of any of the events described in this section.



5.01 Rules of General Application. The following rules apply generally to the implementation of
Section 5.00:





[1] Method of Payment. The Company, at its option, may elect to pay, as a lump sum, any
installment payments due under Section 5.00. If the Company decides to accelerate payment
of any installment obligation due under Section 5.00, the amount paid will be reduced to
reflect the value of the accelerated payment. This reduction will be based on the rate paid
under 90-day U.S. Treasury Bills issued on the first issue date after this Agreement
terminates.




[2] Application of Pro Rata. Any pro rata share required to be paid under Section 5.00 will
be based on the number of days between the first day of the fiscal year during which the
Executive terminates employment and the date that the Executive terminates employment
divided by the number of days in the fiscal year during which the Executive terminates
employment.



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5.02 Termination Due to Executive’s Death. This Agreement will terminate automatically on the date
the Executive dies. As of that date, and subject to Section 5.04[6], the Company will make the
following payments to the person the Executive designates on the attached Beneficiary designation
form or, with respect to any Equity Incentive, the beneficiary the Executive designates under the
Stock Incentive Plan under which the award was issued (“Beneficiary”):





[1] Base Salary. The unpaid Base Salary the Executive earned to the date of termination.




[2] Cash Incentive Bonus. The pro rata share of any Cash Incentive Bonus that would have
been paid to the Executive had the Executive not died based on the extent to which
performance standards are met on the last day of the year in which the Executive dies.




[3] Equity Incentive. Subject to the terms of any applicable agreement, [a] the Executive’s
Beneficiary may exercise any outstanding stock options that are then vested when the
Executive dies and [b] those that would have been vested on the last day of the fiscal year
during which the Executive dies if the Executive had not died.




[4] Other. Any rights accruing to the Executive under any employee benefit plan, fund or
program maintained by the Company will be distributed or made available as required by the
terms of the plan fund or program or as required by law.


5.03 Termination Due to Executive’s Disability. The Company may terminate this Agreement after
ascertaining that the Executive is Disabled (as defined below — “Disability”) by delivering to the
Executive a written notice of termination for Disability that includes the date termination for
Disability is to be effective. Subject to Section 5.04[6], if that notice is given and if all
requirements of this Agreement are met (including those imposed under Section 7.00), the Company
will make the following payments to the Executive:





[1] Base Salary. The unpaid Base Salary the Executive earned to the date of termination.




[2] Cash Incentive Bonus. The pro rata share of any Cash Incentive Bonus that would have
been paid to the Executive had the Executive not become Disabled based on the extent to
which performance standards are met on the last day of the year in which the Executive
becomes Disabled.




[3] Equity Incentive. Subject to the terms of any applicable agreement, [a] the Executive
may exercise any outstanding stock options that are vested when the Executive became
Disabled and [b] those that would have been vested on the last day of the fiscal year during
which the Executive becomes Disabled if the Executive had not become Disabled.




[4] Other. Any rights accruing to the Executive under any employee benefit plan, fund or
program maintained by the Company will be distributed or made available as required by the
terms of the plan fund or program or as required by law.



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[5] Definition of Disability. For these purposes, Disability means that, for more than six
consecutive months, the Executive is unable, with a reasonable accommodation, to perform the
duties described in Section 4.01 on a full-time basis due to a physical or mental disability
or infirmity.


5.04 Termination for Cause. The Company may terminate the Executive’s employment for Cause (as
defined below — “Cause”) by delivering to the Executive a written notice describing the basis for
this termination and the date the termination for Cause is to be effective. If the Executive is
terminated for Cause and if all requirements of this Agreement are met (including those imposed
under Section 7.00), the Company will make the following payments to the Executive:





[1] Base Salary. The unpaid Base Salary the Executive earned to the date of termination.




[2] Cash Incentive Bonus. Any unpaid Cash Incentive Bonus earned for the fiscal year that
ends before the fiscal year during which the Executive is terminated for Cause (but no Cash
Incentive Bonus will be given with respect to the fiscal year during which the Executive is
terminated for Cause).




[3] Equity Incentive. The Executive’s entitlement to Equity Incentive will be limited to
those specifically described in the Company’s Stock Incentive Plan and any applicable stock
option and restricted stock agreements.




[4] Other. Any rights accruing to the Executive under any employee benefit plan, fund or
program maintained by the Company will be distributed or made available as required by the
terms of the plan fund or program or as required by law.




[5] Definition of Cause. For these purposes, Cause means the Executive’s [a] failure to
substantially perform the duties associated with employment under this Agreement, but only
if [i] before issuing the notice of termination for Cause, the Company makes a written
demand upon the Executive for substantial performance and specifically describes the basis
for this demand and [ii] if the failure is one that can be cured, the Executive does not
comply within 60 days after receiving that demand; [b] willful, illegal or grossly negligent
conduct that is materially injurious to the Company or any Group Member monetarily or
otherwise; [c] violation of laws or regulations governing the Company or to any Group
Member; [d] breach of any fiduciary duty owed to the Company or any Group Member; [e]
misrepresentation or dishonesty which the Company determines has had or is likely to have a
material adverse effect upon the Company’s or any Group Member’s operations or financial
condition; [f] breach of Section 4.00 of this Agreement; [g] involvement in any act of moral
turpitude that has an injurious effect on the Company (or any Group Member) or its
reputation; or [h] breach of the terms of any non-solicitation or confidentiality clauses
contained in an employment agreement(s) with a former employer. The Company’s mere
dissatisfaction with the Executive’s performance, or the business results achieved, shall
not constitute Cause under this Section.



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[6] Subsequent Information. The terms of Section 5.04 will apply if, within one year after
the Executive terminates under any other provision of Section 5.00, the Company learns and
notifies Executive of an event that, had it been known before the Executive terminated
employment, would have justified a termination for Cause . In this case, the Company will
be entitled to recover (and the Executive agrees to repay) any amounts (other than legally
protected benefits) that the Executive received under any other provision of Section 5.00
reduced by the amount the Executive is entitled to receive under Section 5.04.


5.05 Voluntary Termination by Executive. The Executive may voluntarily terminate employment with
the Company at any time by delivering to the Company a written notice specifying the date
termination is to be effective, in which case the Company will make the following payments to the
Executive if all requirements of this Agreement are met (including those imposed under Section
7.00):





[1] Base Salary. The unpaid Base Salary the Executive earned to the date of
termination.




[2] Cash Incentive Bonus. Any unpaid Cash Incentive Bonus earned for the fiscal year that
ends before the fiscal year during which the Executive voluntarily terminates (but no Cash
Incentive Bonus will be given with respect to the fiscal year during which the Executive
voluntarily terminates).




[3] Equity Incentive. The Executive’s entitlement to Equity Incentive will be limited to
those specifically described in the Company’s Stock Incentive Plan and any applicable stock
option and restricted stock agreements.




[4] Other. Any rights accruing to the Executive under any employee benefit plan, fund or
program maintained by any Group Member will be distributed or made available as required by
the terms of the plan fund or program or as required by law.


5.06 Involuntary Termination Without Cause. The Company may terminate the Executive’s employment
at any time Without Cause (as defined below) by delivering to the Executive a written notice
specifying the date termination is to be effective. Subject to Section 5.04[6], if this notice is
given and if all requirements of this Agreement are met (including those imposed under Section
7.00), the Company will make the following payments to the Executive as of the effective date of
termination Without Cause:





[1] Base Salary.




[a] If termination occurs after January 30, 2006 but before January, 2008 fiscal
year end: The Company will continue to pay the Executive’s Base Salary at the rate
in effect on the date of termination Without Cause through the Fiscal Year ending
January, 2009.




[b] If termination occurs on or after January, 2008 fiscal year end: For 12 months
beginning on the date of termination Without Cause, the Company will



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     continue to pay the Executive’s Base Salary at the rate in effect on the date of
termination Without Cause.




[2] Health Care. The Company will reimburse the Executive for the cost of maintaining
continuing health coverage under COBRA for a period of no more than 12 months following the
date of termination, less the amount the Executive is expected to pay as a regular employee
premium for such coverage. Such reimbursements will cease if the Executive becomes eligible
for similar coverage under another benefit plan.




[3] Cash Incentive Bonus. The pro rata share of any Cash Incentive Bonus that would have
been paid to the Executive had the Executive not been terminated Without Cause based on the
extent to which performance standards are met on the last day of the year in which the
Executive is terminated Without Cause.




[4] Equity Incentive. Subject to the terms of the Company’s Equity Incentive Plan and any
applicable agreement, the Executive may exercise any outstanding stock options that are
vested on the date of termination Without Cause and those that would have vested during the
one year following the effective date of termination Without Cause as if the Executive had
remained employed throughout that one-year period.




[5] Other. Any rights accruing to the Executive under any employee benefit plan, fund or
program maintained by the Company will be distributed or made available as required by the
terms of the plan fund or program or as required by law.




[6] Definition of Without Cause. For purposes of this Agreement, Without Cause means
termination of the Executive’s employment by the Company for any reason other than those set
forth in Section 5.02, 5.03, 5.04 or 5.07.




	5.07	 	Termination for Good Reason: After he has been appointed to his position and has begun
working for the Company, Executive may terminate employment for Good Reason (as defined in
this section). If Executive terminates employment for Good Reason Executive shall be entitled
to all of the payments described in Section 5.06 pertaining to an Involuntary Termination
Without Cause. “Good Reason” means without the Executive’s express prior written consent, the
occurrence of any one or more of the following events during the term of this Agreement and
which is not corrected to the Executive’s reasonable satisfaction within 60 days after he
gives notice to the Chief Executive Officer of the circumstance that he believes does or may
constitute Good Reason:






	 	[1]	 	A material reduction in the Executive’s duties, responsibilities or status with
respect to the Company, as compared to those in effect when he begins working for the
Company (but will not include any changes resulting directly from implementation of a
plan that restructures the business organization of the Company and its affiliates,
including, without limitation, by way of disaffiliation or liquidation of a subsidiary
or division), it being understood that the mere occurrence of a sale of the Company or
of a controlling interest therein to a third





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	 	 	 	party shall not constitute such a material reduction as a result of the Company
ceasing to be publicly traded or because the Company becomes a subsidiary of another
entity;
	 
	 	[2]	 	Deprivation of the Executive of the titles of Executive Vice President and
Chief Operating Officer of the Company without a simultaneous grant of a more senior
title;
	 
	 	[3]	 	The permanent assignment to the Executive of job duties materially inconsistent
with those contemplated by this Agreement;
	 
	 	[4]	 	The failure of the Company to maintain the Executive’s relative level of
coverage under the employee benefit or retirement plans, policies, practices or
arrangements as in effect on the effective date of this Agreement, both in terms of the
amount of benefits provided and the relative level of the Executive’s participation.
However, Good Reason will not arise under this subsection if the Company eliminates
and/or modifies any of these programs if required by law to do so, to the extent needed
to preserve the tax-character of the plan, policy, practice or arrangement, or if such
elimination and/or modification applies uniformly to other Company employees similarly
situated to the Executive;
	 
	 	[5]	 	Any material breach of this Agreement including failure to make any payment or
grant provided under this Agreement when due by or on or in behalf of the Company.





6.00 Notice



6.01 How Given. Any notice permitted or required to be given under this Agreement must be given in
writing and delivered in person or by registered U.S. mail, return receipt requested, postage
prepaid, or through Federal Express, UPS, DHL or any other reputable professional delivery service
that maintains a confirmation of delivery system. Any delivery must be addressed to the Company’s
Vice President of Human Resources at the Company’s then-current corporate offices or to the
Executive at the Executive’s address as contained in the Executive’s personnel file.



6.02 Effective Date. Any notice permitted or required to be given under this Agreement will be
effective on the date it is delivered, in the event of personal delivery, or on the date its
receipt is acknowledged, in the event of delivery by registered mail or through a professional
delivery service described in Section 6.01.




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7.00 Release



In exchange for the payments and benefits described in this Agreement, as well as any and all other
mutual promises made in this Agreement, the Executive and the Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and
assigns agree to release and forever discharge the Company, the Group and each Group Member and
their executives, officers, directors, agents, attorneys, successors and assigns, from any and all
claims, suits and/or causes of action that grow out of or are in any way related to the Executive’s
recruitment to or employment with the Company and all Group Members, other than any claim that the
Company has breached this Agreement. This release includes, but is not limited to, any claims that
the Company, the Group or any Group Member violated the Employee Retirement and Income Security Act
of 1974; the Age Discrimination in Employment Act; the Older Worker’s Benefit Protection Act; the
Americans with Disabilities Act; Title VII of the Civil Rights Act of 1964 (as amended); the Family
and Medical Leave Act; any law prohibiting discrimination, harassment or retaliation in employment;
any claim of promissory estoppel or detrimental reliance, defamation, intentional infliction of
emotional distress; or the public policy of any state, or any federal, state or local law. The
Executive agrees, upon termination of employment with all Group Members, to reaffirm and execute
this release in writing. If the Executive fails to reaffirm and execute this release, the
Executive agrees to forego any payment from the Company, other than those described in Section
5.05, as if the Executive had terminated employment voluntarily under Section 5.05. Specifically,
the Executive agrees that a necessary condition for the payment of any of the other amounts
described in Section 5.00 in the event of termination (except termination under Section 5.02) is
the Executive’s reaffirmation of this release upon termination of employment. The Executive
acknowledges that the Executive is an experienced senior executive knowledgeable about the claims
that might arise in the course of employment with the Company and knowingly agrees that the
payments upon termination (except those payable upon the Executive’s death) provided for in this
Agreement are satisfactory consideration for the release of all possible claims. The Executive is
advised to consult with an attorney prior to executing this Agreement. The Executive acknowledges
that 21 days have been given to consider this release. The Executive may revoke consent to this
Agreement by delivering a written notice of such revocation to the Company within seven days of
signing this Agreement. If the Executive revokes this consent, this Agreement will become null and
void and the Executive must return any compensation received under it, except salary earned for
actual work.




8.00 Insurance



To the extent permitted by law and its organizational documents, the Company will include the
Executive under any liability insurance policy the Company maintains for employees of comparable
status. The level of coverage will be at least as favorable to the Executive (in amount and each
other material respect) as the coverage of other employees of comparable status. This obligation
to provide insurance for the Executive will survive termination of this Agreement with respect to
proceedings or threatened proceedings based on acts or omissions occurring during the Executive’s
employment with the Company.




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9.00 Arbitration



9.01 Acknowledgement of Arbitration. Unless stated otherwise in this Agreement, the Parties agree
that arbitration is the sole and exclusive remedy for each of them to resolve and redress any
dispute, claim or controversy involving the interpretation of this Agreement or the terms,
conditions or termination of this Agreement or the terms, conditions or termination of Executive’s
employment with the Group and with each Group Member, including any claims for any tort, breach of
contract, violation of public policy or discrimination, whether such claim arises under federal or
state law.



9.02 Scope of Arbitration. The Executive expressly understands and agrees that claims subject to
arbitration under this section include asserted violations of the Employee Retirement and Income
Security Act of 1974; the Age Discrimination in Employment Act; the Older Worker’s Benefit
Protection Act; the Americans with Disabilities Act; Title VII of the Civil Rights Act of 1964 (as
amended); the Family and Medical Leave Act; any law prohibiting discrimination, harassment or
retaliation in employment; any claim of promissory estoppel or detrimental reliance, defamation,
intentional infliction of emotional distress; or the public policy of any state, or any federal,
state or local law.



9.03 Effect of Arbitration. The Parties intend that any arbitration award relating to any matter
described in Section 9.00 will be final and binding on them and that a judgment on the award may be
entered in any court of competent jurisdiction, and enforcement may be had according to the terms
of that award. This section will survive the termination or expiration of this Agreement.



9.04 Location of Arbitration. Arbitration will be held in Columbus, Ohio, and will be conducted by
a retired federal judge or other qualified arbitrator. The arbitrator will be mutually agreed upon
by the Parties and the arbitration will be conducted in accordance with the National Rules for the
Resolution of Employment Disputes of the American Arbitration Association. The Parties will have
the right to conduct discovery pursuant to the Federal Rules of Civil Procedure; provided, however,
that the arbitrator will have the authority to establish an expedited discovery schedule and cutoff
and to resolve any discovery disputes. The arbitrator will have no jurisdiction or authority to
change any provision of this Agreement by alterations of, additions to or subtractions from the
terms of this Agreement. The arbitrator’s sole authority will be to interpret or apply any
provision(s) of this Agreement or any public law alleged to have been violated. The arbitrator
will be limited to awarding compensatory damages, including unpaid wages or benefits, but, to the
extent allowed by law, will have no authority to award punitive, exemplary or similar-type damages.



9.05 Time for Initiating Arbitration. Any claim or controversy not sought to be submitted to
arbitration, in writing, within 120 days of the date the Party asserting the claim knew, or through
reasonable diligence should have known, of the facts giving rise to that Party’s claim, will be
deemed waived and the Party asserting the claim will have no further right to seek arbitration or
recovery with respect to that claim or controversy. Both Parties agree to strictly comply with the
time limitation specified in Section 9.00. For purposes of this section, a claim or controversy is
sought to be submitted to arbitration on the date the complaining Party gives written notice to the
other that [1] an issue has arisen or is likely to arise that, unless resolved




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otherwise, may be resolved through arbitration under Section 9.00 and [2] unless the issue is
resolved otherwise, the complaining Party intends to submit the matter to arbitration under the
terms of Section 9.00.



9.06 Costs of Arbitration. The Company will bear the arbitrator’s fee and other costs associated
with any arbitration, unless the arbitrator, acting under Federal Rule of Civil Procedure 54(b),
elects to award these fees to the Company.



9.07 Arbitration Exclusive Remedy. The Parties acknowledge that, because arbitration is the
exclusive remedy for resolving issues arising under this Agreement, neither Party may resort to any
federal, state or local court or administrative agency concerning breaches of this Agreement or any
other matter subject to arbitration under Section 9.00, except as otherwise provided in this
Agreement, and that the decision of the arbitrator will be a complete defense to any suit, action
or proceeding instituted in any federal, state or local court before any administrative agency with
respect to any arbitrable claim or controversy.



9.08 Waiver of Jury. The Executive and the Company each waive the right to have a claim or dispute
with one another decided in a judicial forum or by a jury, except as otherwise provided in this
Agreement.




10.00 General Provisions



10.01 Representation of Executive. The Executive represents and warrants that the Executive is not
under any contractual or legal restraint that prevents or prohibits the Executive from entering
into this Agreement or performing the duties and obligations described in this Agreement.



10.02 Modification or Waiver; Entire Agreement. No provision of this Agreement may be modified or
waived except in a document signed by the Executive and the Company’s Chief Executive Officer or
other person designated by the Company’s Board of Directors. This Agreement, and any attachments
referenced in the Agreement, constitute the entire agreement between the Parties regarding the
employment relationship described in this Agreement, and any other agreements are terminated and of
no further force or legal effect. No agreements or representations, oral or otherwise, with
respect to the Executive’s employment relationship with the Company have been made or relied upon
by either Party which are not set forth expressly in this Agreement.



10.03 Governing Law; Severability. This Agreement is intended to be performed in accordance with,
and only to the extent permitted by, all applicable laws, ordinances, rules and regulations. If
any provision of this Agreement, or the application of any provision of this Agreement to any
person or circumstance, is, for any reason and to any extent, held invalid or unenforceable, such
invalidity and unenforceability will not affect the remaining provisions of this Agreement of its
application to other persons or circumstances, all of which will be enforced to the greatest extent
permitted by law and the Executive and the Company agree that the arbitrator (or judge) is
authorized to reform the invalid or enforceable provision [1] to the extent needed to avoid the
invalidity or unenforceability and [2] in a manner that is as similar as possible to the intent (as
described in this Agreement). The validity, construction and




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interpretation of this Agreement and the rights and duties of the Parties will be governed by the
laws of the State of Ohio, without reference to the Ohio choice of law rules.



10.04 No Waiver. Except as otherwise provided in Section 9.05, failure to insist upon strict
compliance with any term of this Agreement will not be considered a waiver of any such term.



10.05 IRC Section 409A. The parties agree that if necessary the method of making payments under
this agreement will be modified, and this agreement amended, to comply with IRC Section 409A and to
prevent Executive from being subject to excise taxes on severance payments. The parties agree that
any such modification will not result in a reduction of total monies owed to Executive under any
applicable provision of this Agreement. The parties further agree that if a delay of the severance
payments is necessary to comply with IRC Section 409A(a)(2)((B)(i), as amended, the aggregate
amount of the payments that would have been paid during the 6 month delay period (or such other
delay period required by Section 409A or the regulations promulgated under Section 409A) will be
paid on the first day of the month following the delay period (i.e., the seventh month).



10.06 Withholding. All payments made to the Executive under this Agreement will be reduced by any
amount:





	 	[1]	 	That the Company is required to withhold in advance payment of the Executive’s
federal, state and local income, wage and employment tax liability; and
	 
	 	[2]	 	To the extent allowed by law, that the Executive owes (or, after employment is
deemed to owe) to the Company.




However, application of Section 10.06[2] will not extinguish the Company’s right to seek additional
amounts from the Executive (or to pursue other appropriate remedies) to the extent that the amount
that may be recovered by application of Section 10.06[2] does not fully discharge the amount the
Executive owes to the Company and does not preclude the Company from proceeding directly against
the Executive without first exhausting its right of recovery under Section 10.06[2].



10.07 Survival. Subject to the terms of the Executive’s Beneficiary designation form, the Parties
agree that the covenants and promises set forth in this Agreement will survive the termination of
this Agreement and continue in full force and effect.





	10.08	 	Miscellaneous.
	 
	 	 	[1] The Executive may not assign any right or interest to, or in, any payments payable under
this Agreement; provided, however, that this prohibition does not preclude the Executive
from designating in writing one or more beneficiaries to receive any amount that may be
payable after the Executive’s death and does not preclude the legal representative of the
Executive’s estate from assigning any right under this Agreement to the person or persons
entitled to it.





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[2] This Agreement will be binding upon and will inure to the benefit of the Executive, the
Executive’s heirs and legal representatives and the Company and its successors.




[3] The headings in this Agreement are inserted for convenience of reference only and will
not be a part of or control or affect the meaning of any provision of the Agreement.


10.09 Successors to Company. This Agreement may and will be assigned or transferred to, and will
be binding upon and will inure to the benefit of, any successor of the Company, and any successor
will be substituted for the Company under the terms of this Agreement. As used in this Agreement,
the term “successor” means any person, firm, corporation or business entity which at any time,
whether by merger, purchase or otherwise, acquires all or essentially all of the assets of the
business of the Company. Notwithstanding any assignment, the Company will remain, with any
successor, jointly and severally liable for all its obligations under this Agreement.




     IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement, which
includes an arbitration provision, and consists of 19 pages.



	 	 	 	 	 
	 	 	Kevin M. Lonergan
	 
	 	 	 	 
	 	 	/s/ Kevin M. Lonergan
	 	 	 
	 
	 	 	 	 
	 	 	Signed: December 1, 2005
	 
	 	 	 	 
	 	 	DSW Inc.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Peter Z. Horvath
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Signed: December 1, 2005






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ATTACHMENT




TO




STANDARD EXECUTIVE EMPLOYMENT AGREEMENT




DSW INC. and KEVIN J. LONERGAN




Beneficiary Designation



Primary Beneficiary Designation. I designate the following persons as my Primary Beneficiary or
Beneficiaries to receive any amounts payable on my death under this Agreement. This benefit will
be paid, in the proportion specified, to:




	 	 	 	 	 	 	 
	 

	 	% to	 	 	 	 
	 

	 	 	 	 
	 	 
	 

	 	 	 	                    (Name)
	 	(Relationship)
	 
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 

	 	% to	 	 	 	 
	 

	 	 	 	 
	 	 
	 

	 	 	 	                    (Name)
	 	(Relationship)
	 
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 

	 	% to	 	 	 	 
	 

	 	 	 	 
	 	 
	 

	 	 	 	                    (Name)
	 	(Relationship)
	 
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 

	 	% to	 	 	 	 
	 

	 	 	 	 
	 	 
	 

	 	 	 	                    (Name)
	 	(Relationship)
	 
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 	 	 




Note: You are not required to name more than one Primary Beneficiary but if you do, the sum of
these percentages may not be larger than 100 percent.




	 	 	 	 	 	 	 	 	 
	 

	 	Initials
	 	 	 	Date	 	 
	 

	 	 	 	 
	 	 	 	 





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Contingent Beneficiary Designation. If one or more of my Primary Beneficiaries dies before I die,
I direct that any amounts payable on my death under this Agreement that might otherwise have been
paid to that Beneficiary:





                     Be paid to my other named Primary Beneficiaries in proportion to the allocation given
above (ignoring the interest allocated to the deceased Primary Beneficiary); or




                     Be distributed among the following Contingent Beneficiaries.



	 	 	 	 	 	 	 
	 

	 	% to	 	 	 	 
	 

	 	 	 	 
	 	 
	 

	 	 	 	                    (Name)
	 	(Relationship)
	 
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 

	 	% to	 	 	 	 
	 

	 	 	 	 
	 	 
	 

	 	 	 	                    (Name)
	 	(Relationship)
	 
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 

	 	% to	 	 	 	 
	 

	 	 	 	 
	 	 
	 

	 	 	 	                    (Name)
	 	(Relationship)
	 
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 	 	 




Note: You are not required to name more than one Contingent Beneficiary but if you do, the sum of
these percentages may not be larger than 100 percent.




	 	 	 	 	 	 	 	 	 
	 

	 	Initials
	 	 	 	Date	 	 
	 

	 	 	 	 
	 	 	 	 






19