EX-10.1






Exhibit 10.1




STANDARD EXECUTIVE EMPLOYMENT AGREEMENT




BETWEEN




DSW INC.




AND




MICHAEL R. MACDONALD




This Standard Executive Employment Agreement (“Agreement”) by and between DSW Inc. (“Company”) and
Michael R. MacDonald (“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 President and Chief Executive
Officer with the authority and duties customarily associated with this position and to discharge
any other duties and responsibilities assigned by the Chairman and Board of Directors. The
Executive will report directly to and be subject to the supervision, advice and direction of the
Chairman and Board of Directors, or their designates. 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,
except for required travel on the Company’s business, unless the Chairman and Board of Directors
require the Executive to perform duties at another location.



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 $950,000,
which may be adjusted at the Company’s discretion (“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] The Executive will be eligible to receive a Cash Incentive Bonus under the terms of the
DSW Inc. 2005 Cash Incentive Compensation Plan (“Incentive Plan”), as modified by the
Company. The Chairman and Board of Directors intend to provide the Executive with a cash
bonus of 100 percent of Base Salary based on the Executive’s achievement of the incentive
goals established by the Chairman and Board of Directors (with the potential of a maximum
payout of 200% of Base Salary based upon exceeding achievement of incentive compensation
goals). Subsequent annual cash bonuses will be based, in the Chairman and Board of
Directors’ discretion, on Incentive Goals and percentages of Base Salary determined under
the Incentive Plan that is then in effect.




[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 Incentives. Subject to the Chairman and Board of Directors’ discretion, the Executive
will be eligible to receive discretionary grants of stock options and restricted stock units.



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.



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 Chairman
and Board of Directors.



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.
Reimbursement of expenses in one year will not affect the amount of expenses that may be reimbursed
in a later year.



3.07 Termination Benefits. 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. The Executive will:



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[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 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 Chairman and Board of
Directors.



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


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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 Senior 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 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



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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 with the Group’s (or any Group Member’s)
business, which is understood by the Parties to be the sale of significant branded or discount and
off-price shoes at department stores, specialty retail stores or online footwear retailers.
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; The Maxx; Marmaxx); MJM Designer Shoes; The Shoe
Dept; Payless ShoeSource; Off-Broadway Shoes; Famous Footwear; Footstar; Nordstrom’s (Non-apparel);
Zappos; Piperlime; and Endless. 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.



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 Senior 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



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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 Senior 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 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 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 disclose the terms of this Agreement in any manner
to any person other than the Board of Directors, 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. If the amount of any installment payments is or becomes less than or
equal to the applicable dollar amount under Section 402(g)(1)(B) of the



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Internal Revenue Code of 1986, the Company may elect to pay such remaining installments as a
lump sum.




[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.



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 incentives, the beneficiary the Executive designates under the
Equity Incentive Plan (“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 Incentives. Subject to the terms of any applicable award agreement, the
Executive’s Beneficiary may exercise any outstanding stock options that are then vested upon
the Executive’s death (including any options that become vested as a result of the
Executive’s death) for a period ending on the earlier of [a] the normal expiration date of
the award or [b] one year after the Executive’s death.




[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.



5.03 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.



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[3] Equity Incentives. Subject to the terms of any applicable award agreement, the
Executive may exercise any outstanding stock options that are then vested upon the
Executive’s termination because of Disability (including any options that become vested as a
result of the Executive’s termination because of Disability), as such term is defined in the
Equity Incentive Plan, for a period ending on the earlier of [a] the normal expiration date
of the award or [b] one year after the Executive terminates because of Disability.




[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] 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 Incentives. The Executive’s entitlement to any benefits will be limited to those
specifically described in the Equity Incentive Plan and any applicable award 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] Definition of Cause. For these purposes, Cause means the Executive’s [a] breach of
Section 4.00 of this Agreement; [b] willful, illegal or grossly negligent conduct that is
materially injurious to the Company or any Group Member monetarily or otherwise; [c] a
material 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]
involvement in any act of moral turpitude that has a materially



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injurious effect on the Company (or any Group Member) or its reputation; or [g] willful
material breach of the terms of any non-solicitation or confidentiality clauses contained in
an Standard Executive Employment Agreement(s) with a former employer. The Company’s
dissatisfaction with the Executive’s performance, or the business results achieved, shall
not, in and of itself, constitute Cause under this Section.




[6] Subsequent Information. The terms of Section 5.04 will apply if, after the Executive
terminates under any other provision of Section 5.00, the Company learns 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:




[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 Incentives. The Executive’s entitlement to any benefits will be limited to those
specifically described in the Equity Incentive Plan and any applicable award 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] and Section 10.09,
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 Involuntary Termination Without Cause:




[1] Base Salary. For 12 months beginning on the date of Involuntary Termination Without
Cause, the Company will continue to pay the Executive’s Base Salary at the rate in effect on
the effective date of Involuntary Termination Without Cause. If such amount exceeds two
times the annual compensation limit prescribed by Section 401(a)(17) of the Internal Revenue
Code of 1986 (the “Involuntary Termination Limit”), then the Company will pay the severance
obligation described in this Section 5.06[1] in two payment




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streams. The first payment stream will be equal to the Involuntary Termination Limit, and
the Company will pay this amount in 12 monthly installments, beginning on the date of
Involuntary Termination Without Cause. The amount of the second payment stream will equal
the amount in excess of the Involuntary Termination Limit. The Company will pay this amount
in six monthly installments beginning on the date that is six months after the date of the
Executive’s Involuntary Termination Without Cause. The Executive agrees to immediately
notify the Company of any subsequent employment or consulting work during the period of
salary continuation.




[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
effective date of Involuntary Termination Without Cause, 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 Company will pay to the Executive the pro rata share of any
Cash Incentive Bonus that would have been paid to the Executive had the Executive not been
involuntarily terminated Without Cause. The pro-rated bonus will be calculated based on the
extent to which performance standards are met on the last day of the year in which the
Executive is involuntarily terminated Without Cause and will be paid at the same time as all
other participants.




[4] Equity Incentives. Subject to the terms of the Equity Incentive Plan and any applicable
award agreements, the Executive may exercise any outstanding stock options that are vested
on the effective date of Involuntary Termination Without Cause, and those that would have
vested during the one year following the effective date of Involuntary Termination Without
Cause, during the three-month period following the effective date of Involuntary Termination
Without Cause. All outstanding restricted stock units that would have vested during the one
year following the effective date of Involuntary Termination Without Cause shall become
vested as of the effective date of Involuntary Termination Without Cause.




[5] 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.




[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 or 5.04.



5.07 Termination for Good Reason: Executive may terminate his employment for Good Reason (as
defined in this section). If Executive terminates his employment for Good Reason he 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 agreement, 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



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after he gives notice to the Chairman and Board of Directors 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 on the effective date of this Agreement (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 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 title of Chief Executive 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
Senior 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 sections 5.02, 5.03, 5.06 and 5.07 of this
Agreement, upon termination the Executive and the Executive’s personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees, legatees and assigns
(together, the “Executive Representatives”) agree to execute a release forever discharging 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. If the Executive or the Executive
Representatives fails to execute this release, the Executive or the Executive Representatives
agrees to forego any payment from the Company as if the Executive had terminated employment
voluntarily under Section 5.05. Specifically, the Executive and Executive Representatives agree
that a necessary condition for the payment of any of the amounts described in Section 5.00 in the
event of termination (except termination under Section 5.02) is the Executive’s or the Executive
Representatives’ execution 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. Upon termination, the
Executive or the Executive Representatives will receive 21 days to consider this release. The
Executive or the Executive Representatives may revoke consent to the release by delivering a
written notice of such revocation to the Company within seven days of signing the release. If the
Executive or Executive Representatives revokes consent to the release, the release will become null
and void and the Executive or the Executive Representatives must return any compensation received
under Sections 5.02, 5.03, 5.06 or 5.07 of this Agreement, except salary the Executive 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 or with any Group Member.



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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 Chairman and Board of
Directors or other person designated by the Company’s Chairman and 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 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 10.05[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 10.05[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 10.05[2].



10.06 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.



10.07 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.




[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.



10.08 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




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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.



10.09 IRC Section 409A Compliance. The parties will administer this Agreement in a good faith
attempt to avoid imposition on Executive of penalties under Section 409A of the Internal Revenue
Code of 1986 and the guidance promulgated thereunder. If Executive is a “specified employee” as
defined under Section 409A, and to the extent any payments under this Agreement are otherwise
payable in the period beginning with the termination date and ending six months after the
termination date and would subject Executive to penalties under Section 409A, such payments will be
delayed, aggregated, and paid as soon as practicable after the date that is six months after the
date of termination.



     IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement, which
includes an arbitration provision, and consists of 16 pages.



	 	 	 	 	 
	 	EXECUTIVE

 	 
	 	/s/ Michael MacDonald
 	 
	 	 	 
	 	Dated:  March 25, 2009 	 
	 	 	 
	 	DSW INC.

 	 
	 	By:  	/s/Jay L. Schottenstein
 	 
	 	 	 	 
	 	Dated:  March 25, 2009 	 



Initials ______ Date ______



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