**Exhibit 10.85**Date:                              March 29, 2007To:From:                                                  , Human ResourcesSubject:                         **Equity Award Agreement**Congratulations! This is to advise you that the Compensation Committee of the Board of Directorsmet and has awarded you the following:**Restricted Stock Units (RSUs)**   **RSUs Grant:**                      Units **RSUs Grant Date:**                      **RSUs Grant Vesting Period:** Subject to the applicable terms of the Stock Incentive Plan and this equity agreement, [describethe vesting arrangement], all subject to continued employment and to Section 5 of your EmploymentAgreement. [Describe accelerated vesting feature, if applicable].   **Governing Documents:** The Units are subject to each of the following documents:   **1.** Your Employment Agreement with Retail Ventures, Inc.,effective                     ; and   **2.** This Equity Award Agreement; but   **3.** The Units are not subject to the Stock Incentive Plan,although terms in the Stock Incentive Plan that can be applicableto the Units will apply to the Units.   **Restricted Stock Unit Rights and Exercise Provisions:** The grant of Units entitles you only to theright to receive cash under the terms described in this Notice and does not entitled to you toreceive any shares of Company common stock. You are not entitled to vote or to receive anydividends associated with any shares of Company stock upon which the Units are based. TheCompany will adjust your Units to reflect the effect of any corporate event within Section 4.3of the Stock Incentive Plan. Other applicable rights and obligations are set forth in theStock Incentive Plan.   On the date any Unit vests, the Company shall pay to you an amountin cash in redemption and cancellation of such Unit equal to theFair Market Value of a share of Company common stock on suchvesting date. The Company will meet its withholding obligation inthe manner described in Sections 11.9 and 11.10 of the StockIncentive Plan. Also, Section 409A of the Internal Revenue Codeimposes a 20 percent exercise tax on the payment of any severancecompensation to certain Company officers if that payment is madewithin six months of the officer’s employment termination date.If this tax would apply to the redemption of your Units, if you sorequest to avoid having this tax imposed on you, or if necessaryfor the Company to avoid penalties payable by the Company, theCompany will defer payment of the redemption amount by six months.     **Governing Law.**This Award Agreement will be construed in accordance with and governed by thelaws of the United States and the laws of the State of Ohio (other than laws governing conflicts oflaws).     **Conditions to Receiving This Award Agreement:**In consideration of receiving this award, youagree to the following obligations and conditions:
 

 
     **Non-Competition**. That for the longer of any period of salary continuation or for one yearafter terminating employment with the Company or any of its subsidiaries, parent corporation andaffiliated entities (collectively “Group” or “Group Member”) you will not, directly or indirectly,accept employment with, act as a consultant to, or otherwise perform services that aresubstantially the same or similar to those for which the Executive was compensated by any GroupMember (this comparison will be based on job-related functions and responsibilities and not on jobtitle) for any business that directly competes with the Group’s or any Group Member’s business,which is understood by the Parties to be the sale of off-price and discount merchandise, includingdiscount and off-price shoes and accessories. Illustrations of businesses that compete with theGroup’s business include, but are not limited to, Loehmann’s; The TJX Companies, Inc. (T.J. Maxx;Marshall’s; HomeGoods; A.J. Wright; Marmaxx; Winners); Ross Stores, Inc.; Big Lots Inc.; Kohl’sCorporation; Kmart; J.C. Penney; Saks Off 5th; Stein Mart; Tuesday Morning; QVC, Inc.;HSN (IAC/InterActive Corporation); and Burlington Coat Factory. This restriction applies to anyparent, division, affiliate, newly formed or purchased business(es) and/or successor of a businessthat competes with the Group’s or any Group Member’s business.     **Non-Solicitation of Employees**. That during employment, and for the longer of any period ofsalary continuation or for two years after terminating employment with all Group Members, you will**[1]**not, directly or indirectly, solicit any employee of the Company or any Related Entity toleave employment with the Company or any Related Entity, **[2]**not, directly or indirectly,  employor seek to employ any employee of any Group Member and **[3]**not  cause or induce any of theGroup’s (or Group Member’s) competitors to solicit or employ any employee of any Group Member.     **Non-Solicitation of Third Parties**. That during employment, and for the longer of any periodof salary continuation or for two years after terminating employment with all Group Members youwill not, directly or indirectly,  recruit, solicit or otherwise induce or influence anycustomer, supplier, sales representative, lender, lessor, lessee or any other person having abusiness relationship with the Group (or any Group Member) to discontinue or reduce the extent ofthat relationship except in the course of discharging the duties described in this Agreement andwith the good faith objective of advancing the Group’s (or any Group Member’s) business interests.**Beneficiary Designation:**You may name a Beneficiary or Beneficiaries to receive any RSUs to besettled after you die. This may be done only on the attached Beneficiary Designation Forms and byfollowing the rules described in that form.**Your Acknowledgment of Award Conditions**Please review these materials. If you have any questions, please call                      at 614-                    .Once you have reviewed the documents, please sign the form below and return to:**Retail Ventures, Inc.**