**Exhibit 10.90****RETAIL VENTURES, INC.****2007 CASH INCENTIVE COMPENSATION PLAN****1.00 PURPOSE AND EFFECTIVE DATE****1.01 Purpose:**This Plan is intended to foster and promote the financial success of the Company andRelated Entities and to increase shareholder value by **[1]**providing Participants an opportunity toearn incentive compensation if specified objectives are met and **[2]**enabling the Company to achievesuccess by attracting and retaining talented, outstanding employees whose judgment, interest andspecial efforts the Company wishes to recognize.**1.02 Effective Date:**The Plan will be effective upon its adoption by the Board and approval by theaffirmative vote of the Company’s shareholders under applicable rules and procedures described inCode §§162(m). Any Award granted before shareholder approval will be null and void if theshareholders do not approve the Plan within the period just described.**2.00 DEFINITIONS**When used in this Plan, the following terms have the meanings given to them in this section unlessanother meaning is expressly provided elsewhere in this document or clearly required by thecontext. When applying these definitions and any other word, term or phrase used in this Plan, theform of any word, term or phrase will include any and all of its other forms.**Act.**The Securities Exchange Act of 1934, as amended or any successor statute of similar effecteven if the Company is not subject to the Act.**Award.**A grant made under this Plan consisting of an opportunity to earn a cash bonus if terms andconditions specified in the Award Agreement are met. Notwithstanding any provision containedelsewhere in this Plan, during any calendar year no Participant may receive more than five milliondollars ($5,000,000) through this Plan.**Award Agreement.**The written or electronic agreement between the Company and each Participant thatdescribes the terms and conditions that must be met if an Award is to be earned. If there is aconflict between the terms of this Plan and the terms of the Award Agreement, the terms of the Planwill govern.**Award Date.**The later of **[1]**the date the Committee establishes the terms of an Award or **[2]**thedate specified in the Award Agreement.**Board.**The Company’s board of directors.**Cause.**Unless the Committee specifies otherwise in the Award Agreement, with respect to anyParticipant and subject to any cure provision included in any written agreement between theParticipant and the Company:
 

 
**[1]**A material failure to substantially perform his or her position or duties;**[2]**Engaging in illegal or grossly negligent conduct that is materially injurious to theCompany or any Related Entity;**[3]**A material violation of any law or regulation governing the Company or any RelatedEntity;**[4]**Commission of a material act of fraud or dishonesty which has had or is likely to have amaterial adverse effect upon the Company’s (or any Related Entity’s) operations or financialconditions;**[5]**A material breach of the terms of any other agreement (including any employmentagreement) with the Company or any Related Entity; or**[6]**A breach of any term of this Plan or Award Agreement.If a Participant Terminates (or is Terminated) for any reason other than Cause and the Companysubsequently discovers an act, failure or event that, if known before the Participant’s Terminationwould have justified a Termination for Cause and that act, event or failure was actively concealedby the Participant and could not have been discovered through reasonable diligence before theParticipant Terminated, that Participant will be retroactively treated as having been Terminatedfor Cause.**Code.**The Internal Revenue Code of 1986, as amended or superseded after the Effective Date and anyapplicable rulings or regulations issued under the Code.**Committee.**The Board’s Compensation Committee which also constitutes a “compensation committee”within the meaning of Treas. Reg. §1.162-27(c)(4). The Committee will be comprised of at leastthree persons **[1]**each of whom is **[a]**an outside director, as defined inTreas. Reg. §1.162-27(e)(3)(i) and **[b]**a “non-employee” director within the meaning of Rule 16b-3under the Act and **[2]**none of whom may receive remuneration from the Company or any Related Entityin any capacity other than as a director, except as permitted underTreas. Reg. §1.162-27(e)(3)(ii).**Company.**Retail Ventures, Inc., an Ohio corporation, and any and all successors to it.**Covered Officer.**Those employees whose compensation is subject to limited deductibility underCode §162(m) as of the last day of any calendar year ending with or within any Performance Period.**Disability.**Unless the Committee specifies otherwise in the Award Agreement, the Participant’sinability with a reasonable accommodation, to perform his or her duties on a full-time basis for aperiod of more than six consecutive calendar months beginning before Termination due to a physicalor mental infirmity.
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**Employee.**Any person who, on any applicable date, is a common law employee of the Company or anyRelated Entity. A worker who is classified as other than a common law employee but who issubsequently reclassified as a common law employee of the Company for any reason and on any basiswill be treated as a common law employee only from the date that reclassification occurs and willnot retroactively be reclassified as an Employee for any purpose of this Plan.**Participant.**Any Employee to whom an Award has been granted.**Performance Criteria.**The criteria described in Section 5.01.**Performance Period.**The period over which the Committee will determine if applicable PerformanceCriteria have been met.**Plan.**The Retail Ventures, Inc. 2007 Cash Incentive Compensation Plan.**Related Entity.**Any corporation, partnership or other form of unincorporated entity **[1]**of whichthe Company owns, directly or indirectly, 50 percent or more of the total combined voting power ofall classes of stock, if the entity is a corporation, or of the capital or profits interest, if theentity is a partnership or another form of unincorporatedentity or **[2]**which owns 50 percent or more of the total combined voting power of all classes ofthe Stock.**Retirement.**The date a Participant Terminates on or after reaching age 65 and completing at leastfive years of service.**Stock.**The common stock, without par value, issued by the Company or any security issued by theCompany in substitution, exchange or in place of these shares.**Termination or Terminated.**Unless the Committee specifies otherwise in the Award Agreement,**[1]**cessation of the employee-employer relationship between a Participant and the Company and allRelated Entities for any reason or **[2]**with respect to a Participant who is an Employee of aRelated Entity, a severance or diminution of the Company’s direct or indirect ownership after whichthat entity is no longer a Related Entity and after which that person is not an Employee of theCompany or any entity that then is a Related Entity. However, **[3]**a Termination will not haveoccurred while the Participant is absent from active employment for a period of not more than threemonths (or, if longer, the period during which reemployment rights are protected by law, contractor written agreement, including the Award Agreement, between the Participant and the Company) dueto illness, military service or other leave of absence approved by the Committee and **[4]**in theCommittee’s discretion, a Termination will not have occurred for the duration of a pendingPerformance Period if a Participant’s status is changed from Employee to a consultant orindependent contractor during a Performance Period established before that status change occurred.**3.00 PARTICIPATION****3.01 Participation.**
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**[1]**Consistent with the terms of the Plan and subject to Section 3.02, the Committeewill **[a]**decide which Employees will be granted Awards and **[b]**specify the type of Award tobe granted and the terms upon which an Award will be granted and may be earned.**[2]**The Committee may establish different terms and conditions **[a]**for each Award, **[b]**foreach Participant receiving the same type of Award and **[c]**for the same Participants for eachAward the Participant receives.**[3]**The Committee (or the Board, as appropriate) also may amend the Plan and the AwardAgreement without any additional consideration to affected Participants to the extentnecessary to avoid penalties arising under Code §409A, even if those amendments reduce,restrict or eliminate rights granted under the Plan or Award Agreement (or both) beforethose amendments.**[4]**Unless permitted by Code §409A, no Award subject to Code §409A will be granted underthis Plan to any person who is performing services only for anentity that is not an affiliate of the Company within the meaning of Code §414(b) and (c).**3.02 Conditions of Participation.**By accepting an Award, each Participant agrees:**[1]**To be bound by the terms of the Award Agreement and the Plan and to comply with otherconditions imposed by the Committee; and**[2]**That the Committee (or the Board, as appropriate) may amend the Plan and the AwardAgreement without any additional consideration to the extent necessary to avoid penaltiesarising under Code §409A, even if those amendments reduce, restrict or eliminate rightsgranted under the Plan or Award Agreement (or both) before those amendments.**4.00 ADMINISTRATION****4.01 Committee Duties.**The Committee is responsible for administering the Plan and has all powersappropriate and necessary to that purpose. Consistent with the Plan’s objectives, the Committeemay adopt, amend and rescind rules and regulations relating to the Plan, to the extent appropriateto protect the Company’s and any Related Entity’s interests, and has complete discretion to makeall other decisions (including whether a Participant has incurred a Disability) necessary oradvisable for the administration and interpretation of the Plan. Any action by the Committee willbe final, binding and conclusive for all purposes and upon all persons.**4.02 Delegation of Ministerial Duties.**In its sole discretion, the Committee may delegate anyministerial duties associated with the Plan to any person (including Employees) that it deemsappropriate. However, the Committee may not delegate any duties it is required to discharge underCode §162(m).
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**4.03 Award Agreement.**At the time an Award is made, the Committee will prepare and deliver an AwardAgreement to each affected Participant. The Award Agreement:**[1]**Will describe the Award and when and how it may be earned;**[2]**To the extent different from the terms of the Plan, will describe **[a]**any conditionsthat must be met before the Award may be earned, including Performance Criteria and **[b]**anyother applicable terms and conditions affecting the Award.**5.00 AWARDS****5.01 Performance Criteria.****[1]**The Performance Criteria upon which the payment of an Award to a Covered Officer that isintended to qualify as “performance-based compensation” under Code §162(m) will be based onone or more (or a combination of) the following Performance Criteria and may be appliedsolely with reference to theCompany (and/or any Related Entity) or relatively between the Company (and/or any RelatedEntity) and one or more unrelated entities:**[a]**Net earnings or net income (before or after taxes);**[b]**Earnings per share;**[c]**Net sales or revenue growth;**[d]**Net operating profit;**[e]**Return measures (including, but not limited to, return on assets, capital,invested capital, equity, sales or revenue);**[f]**Cash flow (including, but not limited to, operating cash flow, free cash flow,cash flow return on equity and cash flow return on investment);**[g]**Earnings before or after taxes, interest, depreciation and/or amortization;**[h]**Gross or operating margins;**[i]**Productivity ratios;**[j]**Share price (including, but not limited to, growth measures and totalshareholder return);**[k]**Expense targets;**[l]**Margins;**[m]**Operating efficiency;
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**[n]**Market share;**[o]**Customer satisfaction;**[p]**Working capital targets; and**[q]**Economic value added (net operating profit after tax minus the sum of capitalmultiplied by the cost of capital).**[2]**Performance Criteria upon which the payment of an Award to Participants who are notCovered Officers may be based on one or more (or a combination of) the Performance Criterialisted in Section 5.01 or on other factors the Committee believes are relevant andappropriate.**[3]**Different Performance Criteria may be applied to individual Participants or to groups ofParticipants and, as specified by the Committee, may be based onthe results achieved **[a]**separately by the Company or any Related Entity**, [b]**anycombination of the Company and Related Entities or **[c]**any combination of segments, productsor divisions of the Company and Related Entities.**[4]**The Committee:**[a]**Will make appropriate adjustments to Performance Criteria to reflect the effecton any Performance Criteria of any stock dividend or stock split affecting Stock,recapitalization (including, without limitation, the payment of an extraordinarydividend), merger, consolidation, combination, spin-off, distribution of assets toshareholders, exchange of shares or similar corporate change. Also, the Committeewill make a similar adjustment to any portion of a Performance Criteria that is notbased on Stock but which is affected by an event having an effect similar to thosejust described.**[b]**May make appropriate adjustments to Performance Criteria to reflect asubstantive change in a Participant’s job description or assigned duties andresponsibilities.**[5]**Performance Criteria will be established in an Award Agreement **[a]**as soon asadministratively practicable after established but **[b]**in the case of Covered Officers, nolater than the earlier of **[i]**90 days after the beginning of the applicable PerformancePeriod; or **[ii]**the expiration of 25 percent of the applicable Performance Period.**5.02 Earning Awards.**Subject to any terms, restrictions and conditions specified in the Plan orthe Award Agreement, as of the end of each Performance Period, the Committee will certify to theBoard the extent to which each Participant has or has not met his or her Performance Criteria.Awards will be:
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**[1]**Forfeited, if Performance Criteria have not been met at the end of the PerformancePeriod; or**[2]**To the extent that related Performance Criteria have been met, subject toSection 5.03, valued and distributed in a single lump sum cash payment, in the formspecified in the Award Agreement, no later than the fifteenth (15th) dayof the third (3rd) month beginning after the end of the calendar year orthe Company’s fiscal year (whichever is later) during which or with which theapplicable Performance Period ends.**5.03 Deferral of Distribution.**Each Participant may direct the Company to defer payment of all orany portion of his or her Award by electing to have that amount**[1]**credited to his or her accountunder any nonqualified deferred compensation plan [as defined in Section 201(2) of the EmployeeRetirement Income Security Act of 1974, as amended] maintained by the Company and designated by theCommittee as an appropriate repository for these deferrals or any successor plan and**[2]**distributedunder the terms of that plan. This election must be made at a time and in a manner that complieswith Code §409A.**5.04 Effect of Termination.****[1] Termination Other Than For Death or Disability.**Unless otherwise provided in the AwardAgreement, and except in the case of a Termination on account of death or Disability, noAward will be paid to a Participant who Terminates before the end of a Performance Period.**[2] Termination Because of Death or Disability.**Unless otherwise provided in the AwardAgreement, a prorated Award will be paid to a Participant (or to his or her Beneficiary) whoTerminates on account of death or Disability but only if the Performance Criteria applicableto that Performance Period are met at the end of that Performance Period. The amount paidwill equal the Award the Disabled or dead Participant would have received had his or heremployment not Terminated before the end of the Performance Period multiplied by the numberof days between the beginning of the Performance Period during which the Terminationoccurred on account of death or Disability and divided by the total number of days in thatPerformance Period. This amount, if any, will be paid at the same time and in the samemanner as the Award would have been paid if the Disabled or dead Participant had notTerminated.**6.00 AMENDMENT, MODIFICATION AND TERMINATION OF PLAN**The Board or the Committee may terminate, suspend or amend the Plan at any time without shareholderapproval except to the extent that shareholder approval is required to satisfy applicablerequirements imposed by **[1]**Rule 16b-3 under the Act, or any successor rule or regulation,**[2]**applicable requirements of the Code or **[3]**any securities exchange, market or other quotationsystem on or through which the Company’s securities are listed or traded. Also, no Plan amendmentmay **[4]**result in the loss of a Committee member’s status as a
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“non-employee director” as definedin Rule 16b-3 under the Act, or any successor rule or regulation, with respect to any employeebenefit plan of the Company, **[5]**cause the Plan to fail to meet requirements imposed by Rule 16b-3or **[6]**without the consent of the affected Participant (and except as specifically providedotherwise in this Plan or the Award Agreement) adversely affect any Award granted before theamendment, modification or termination. However, nothing in this section will restrict theCommittee’s right to amend the Plan and any Award Agreements without any additional considerationto affected Participants to the extent necessary to avoid penalties arising under Code §409A, evenif those amendments reduce, restrict or eliminate rights granted under the Plan or Award Agreement(or both) before those amendments.**7.00 MISCELLANEOUS****7.01 Assignability.**Except as described in this section, an Award may not be transferred except bywill or the laws of descent and distribution.**7.02 Beneficiary Designation.**Each Participant may name a Beneficiary or Beneficiaries (who may benamed contingently or successively) to receive or to exercise any Award that becomes payable onaccount of or after the Participant’s death. Each designation made will revoke all priordesignations made by the same Participant, must be made on a form prescribed by the Committee andwill be effective only when filed in writing with the Committee. If a Participant has not made aneffective Beneficiary designation, the deceased Participant’s Beneficiary will be his or hersurviving spouse or, if none, the deceased Participant’s estate. The identity of a Participant’sdesignated Beneficiary will be based only on the information included in the latest beneficiarydesignation form completed by the Participant and will not be inferred from any other evidence.**7.03 No Guarantee of Continuing Services.**Nothing in the Plan may be construed as:**[1]**Interfering with or limiting the right of the Company or any Related Entity to Terminateany Employee’s employment at any time;**[2]**Conferring on any Participant any right to continue as an Employee of the Company or anyRelated Entity;**[3]**Guaranteeing that any Employee will be selected to be a Participant; or**[4]**Guaranteeing that any Participant will receive any future Awards.**7.04 Tax Withholding.**The Company will withhold from the Award or from other amounts owed to theParticipant an amount sufficient to satisfy federal, state and local withholding tax requirementson any Award.**7.05 Indemnification.**Each individual who is or was a member of the Committee or of the Board willbe indemnified and held harmless by the Company against and from any loss, cost, liability orexpense that may be imposed upon or reasonably incurred by him or her in connection with orresulting from any claim, action, suit or proceeding to which he or she may
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be made a party or inwhich he or she may be involved by reason of any action taken or not taken under the Plan as aCommittee or Board member and against and from any and all amounts paid, with the Company’sapproval, by him or her in settlement of any matter related to or arising from the Plan as aCommittee or Board member or paid by him or her in satisfaction of any judgment in any action, suitor proceeding relating to or arising from the Plan against him or her as a Committee or Boardmember, but only if he or she gives the Company an opportunity, at its own expense, to handle anddefend the matter before he or she undertakes to handle and defend it in his or her own behalf.The right of indemnification described in this section is not exclusive and is independent of anyother rights of indemnification to which the individual may be entitled under the Company’sorganizational documents, by contract, as a matter of law or otherwise. The foregoing right ofindemnification is not exclusive and is independent of any other rights of indemnification to whichthe person may beentitled under the Company’s organizational documents, by contract, as a matter of law orotherwise.**7.06 No Limitation on Compensation.**Nothing in the Plan is to be construed to limit the right ofthe Company to establish other plans or to pay compensation to its employees or directors, in cashor property, in a manner not expressly authorized under the Plan.**7.07 Requirements of Law.**The grant of Awards and the issuance of shares of Stock will be subjectto all applicable laws, rules and regulations and to all required approvals of any governmentalagencies or national securities exchange, market or other quotation system.**7.08 Governing Law.**The Plan, and all agreements hereunder, will be construed in accordance withand governed by the laws (other than laws governing conflicts of laws) of the State of Ohio.**7.09 No Impact on Benefits.**Plan Awards are incentives designed to promote the objectivesdescribed in Section 1.00. Also, Awards are not compensation for purposes of calculating aParticipant’s rights under any employee benefit plan that does not specifically require theinclusion of Awards in calculating benefits.
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