EX-10.23.6






Exhibit 10.23.6




DSW INC.

NONQUALIFIED STOCK OPTION AGREEMENT




Summary of Terms




	 	 	 	 
		Awardee Name:
	 	
		 

	 	
		 
	 	
		Grant Date:
	 	
		 

	 	
		 
	 	
		Award Type:

	Nonqualified Stock Option	
		 
	 	
		Number of Shares:
	 	
		 

	 	
		 
	 	
		Exercise Price:
	 	
		 

	 	
		 
	 	
		Vesting Schedule:
	 	
		 

	 	
		 
	 	
		Expiration Date:
	 	
		 

	 	





 









 





DSW INC.

NONQUALIFIED STOCK OPTION AGREEMENT




     This Agreement is entered into in Franklin County, Ohio. On                                          (the “Grant Date”),
DSW Inc., an Ohio corporation (the “Company”), has awarded to                                          (“Awardee”), an option
(the “Option”) to purchase                                common shares, without par value, of the Company (the
“Shares”) for a price of                                         per share. The Option has been granted under the DSW Inc.
2005 Equity Incentive Plan (the “Plan”), and will include and be subject to all provisions of the
Plan, which are incorporated herein by reference, and will be subject to the provisions of this
agreement. Capitalized terms used in this agreement which are not specifically defined will have
the meanings ascribed to such terms in the Plan. This Option shall vest and become exercisable in
five installments, which shall be as nearly equal as possible, on the first five anniversaries of
the Grant Date (each, the “Vesting Date” with respect to the portion of the Option scheduled to
vest on such date), subject to the provisions of this agreement, including those relating to the
Awardee’s continued employment with the Company or a Related Entity. Notwithstanding the foregoing,
in the event of a Change in Control prior to Awardee’s Termination of Employment, the vesting of
the Option shall be accelerated and settled in accordance with the terms of Section 13 of the Plan.
This Option shall expire on                     (the “Grant Expiration Date”).



     1. Method of Exercise and Payment of Price.



     (a) Method of Exercise. At any time when all of the Option or a portion of the Option
(such portion not to be fewer than 100 Shares or the total number of Shares then underlying such
Option) is exercisable under the Plan and this agreement, some or all of the exercisable portion of
the Option may be exercised from time to time by written notice to the Company, or such other
method of exercise as may be specified by the Company, including without limitation, exercise by
electronic means on the web site of the Company’s third-party equity plan administrator, which
will:



     (i) state the number of whole Shares with respect to which the Option is being exercised; and



     (ii) if the Option is being exercised by anyone other than Awardee, if not already provided,
be accompanied by proof satisfactory to counsel for the Company of the right of such person or
persons to exercise the Option under the Plan and all applicable laws and regulations.



     (b) Payment of Price. The full exercise price for the portion of the Option being
exercised shall be paid to the Company as provided below:



     (i) in cash;



     (ii) by check or wire transfer (denominated in U.S. Dollars);



     (iii) subject to any conditions or limitations established by the Committee, other Shares
which (A) in the case of Shares acquired from the Company (whether upon the exercise of an Option
or otherwise), have been owned by the Participant for more than six months on the date of surrender
(unless this condition is waived by the Committee), and (B) have a Fair Market Value on the date of
surrender equal to or greater than the aggregate exercise price of the Shares as to which said
Option shall be exercised (it being agreed that the excess of the Fair Market Value over the
aggregate exercise price shall be refunded to the Awardee, with any fractional Share being repaid
in cash);



     (iv) consideration received by the Company under a broker-assisted sale and remittance program
acceptable to the Committee; or



     (v) any combination of the foregoing methods of payment.



     2. Transferability. The Option shall be transferable (I) at Awardee’s death, by
Awardee by will or pursuant to the laws of descent and distribution, or (II) subject to the
Committee’s discretion, by Awardee during Awardee’s lifetime pursuant to trust law.



 









 





     3. Termination of Employment.



     (a) Employment Termination by Reason of Death or Disability. If employment Termination
occurs by reason of death or Disability prior to the vesting in full of the Option, then any
unvested portion of the Option shall vest upon and become exercisable in full from and after such
death or Disability. The Option may thereafter be exercised by the Awardee, a Beneficiary, or any
transferee of Awardee, if applicable, for a period of one year from the date of such death or
Disability until the Grant Expiration Date.



     (b) Employment Termination by Reason of Retirement. If employment Termination occurs
by reason of Retirement prior to the vesting in full of the Option, then any unvested portion of
the Option shall vest upon and become exercisable in full from and after such Retirement. The
Option may thereafter be exercised by the Awardee, a Beneficiary, or any transferee of Awardee, if
applicable, for a period of one year from the date of such Retirement until the Grant Expiration
Date.



     (c) Other Employment Termination. Except as otherwise provided for in another
agreement, if employment Termination occurs by any reason other than death, Disability or
Retirement, any unexercised portion of the Option which has not vested on such date of employment
Termination will automatically be forfeited. Subject to Section 12.03 of the Plan, Awardee (or any
transferee, if applicable) will have 90 days from the date of employment Termination or until the
Grant Expiration Date, whichever period is shorter, to exercise any portion of the Option that is
vested and exercisable on the date of employment Termination.



     4. Restrictions on Exercise. The Option is subject to all restrictions in this
agreement and/or in the Plan. As a condition of any exercise of the Option, the Company may require
Awardee or his or her transferee or successor to make any representation and warranty to comply
with any applicable law or regulation or to confirm any factual matters reasonably requested by the
Company. The Option shall not be exercisable if such exercise would involve a violation of any
applicable law or regulation.



     5. Right of Set-Off. By accepting this Option, Awardee consents to a deduction from,
and set-off against, any amounts owed to Awardee by the Company or any Related Entity from time to
time (including, but not limited to, amounts owed to Awardee as wages, severance payments or other
fringe benefits) to the extent of the amounts owed to the Company or any Related Entity by Awardee
under this agreement.



     6. Withholding Tax.



     (a) Generally. Awardee is liable and responsible for all taxes owed in connection with
the exercise of the Option, regardless of any action the Company takes with respect to any tax
withholding obligations that arise in connection with the Option. The Company does not make any
representation or undertaking regarding the tax treatment or the treatment of any tax withholding
in connection with the exercise of the Option. The Company does not commit and is under no
obligation to structure the Option or the exercise of the Option to reduce or eliminate Awardee’s
tax liability.



     (b) Payment of Withholding Taxes. Concurrently with the payment of the exercise price
pursuant to paragraph 1 hereof, Awardee is required to arrange for the satisfaction of the minimum
amount of any domestic or foreign tax withholding obligation, whether national, federal, state or
local, including any employment tax obligation (the “Tax Withholding Obligation”) in a manner
acceptable to the Company. Any manner provided for in subparagraph 1(b) hereof shall be deemed an
acceptable manner to satisfy the Tax Withholding Obligation unless otherwise determined by the
Company.



     7. Governing Law/Venue for Dispute Resolution. This agreement shall be governed by
the laws of the State of Ohio, without regard to principles of conflicts of law, except to the
extent superseded by the laws of the United States of America. The parties agree and acknowledge
that the laws of the State of Ohio bear a substantial relationship to the parties and/or this
agreement and that the Option and benefits granted herein would not be granted without the
governance of this agreement by the laws of the State of Ohio. In addition, all legal actions or
proceedings relating to this agreement shall be brought exclusively in state or federal courts
located in Franklin County, Ohio and the parties executing this agreement hereby consent to the
personal jurisdiction of such



 









 




courts. Any provision of this agreement which is determined by a court of competent
jurisdiction to be invalid or unenforceable should be construed or limited in a manner that is
valid and enforceable and that comes closest to the business objectives intended by such provision,
without invalidating or rendering unenforceable the remaining provisions of this agreement.




     8. Action by the Committee. The parties agree that the interpretation of this
agreement shall rest exclusively and completely within the sole discretion of the Committee. The
parties agree to be bound by the decisions of the Committee with regard to the interpretation of
this agreement and with regard to any and all matters set forth in this agreement. The Committee
may delegate its functions under this agreement to an officer of the Company designated by the
Committee (hereinafter the “designee”). In fulfilling its responsibilities hereunder, the Committee
or its designee may rely upon documents, written statements of the parties or such other material
as the Committee or its designee deems appropriate. The parties agree that there is no right to be
heard or to appear before the Committee or its designee and that any decision of the Committee or
its designee relating to this agreement shall be final and binding unless such decision is
arbitrary and capricious.



     9. Prompt Acceptance of Agreement. The Option grant evidenced by this agreement
shall, at the discretion of the Committee, be forfeited if this agreement is not manually executed
and returned to the Company, or electronically executed by Awardee by indicating Awardee’s
acceptance of this agreement in accordance with the acceptance procedures set forth on the
Company’s third-party equity plan administrator’s web site, within 90 days of the Grant Date.



     10. Electronic Delivery and Consent to Electronic Participation. The Company may, in
its sole discretion, decide to deliver any documents related to the Option grant under and
participation in the Plan or future options that may be granted under the Plan by electronic means.
Awardee hereby consents to receive such documents by electronic delivery and to participate in the
Plan through an on-line or electronic system established and maintained by the Company or another
third party designated by the Company, including the acceptance of option grants and the execution
of option agreements through electronic signature.



     11. Notices. All notices, requests, consents and other communications required or
provided under this agreement to be delivered by Awardee to the Company will be in writing and will
be deemed sufficient if delivered by hand, facsimile, nationally recognized overnight courier, or
certified or registered mail, return receipt requested, postage prepaid, and will be effective upon
delivery to the Company at the address set forth below:


DSW Inc.

810 DSW Drive

Columbus, Ohio 43219

Attention: EVP & Chief Legal Officer

Facsimile:                                         



All notices, requests, consents and other communications required or provided under this agreement
to be delivered by the Company to Awardee may be delivered by e-mail or in writing and will be
deemed sufficient if delivered by e-mail, hand, facsimile, nationally recognized overnight courier,
or certified or registered mail, return receipt requested, postage prepaid, and will be effective
upon delivery to the Awardee.




     12. Employment Agreement, Offer Letter or Other Arrangement. To the extent a written
employment agreement, offer letter or other arrangement (“Employment Arrangement”) that was
approved by the Compensation Committee or the Board of Directors or that was approved in writing by
an officer of the Company pursuant to delegated authority of the Compensation Committee provides
for greater benefits to Awardee with respect to (i) vesting of the Option on Termination of
Employment by reason of specified events or (ii) exercisability of the Option following Termination
of Employment, than provided in this agreement or in the plan, then the terms of such Employment
Arrangement with respect to vesting of the Option on Termination of Employment by reason of such
specified events or exercisability of the Option following Termination of Employment shall
supersede the terms hereof to the extent permitted by the terms of the plan under which the Option
was granted.



 









 





	 	 	 	 	 
	 	 	DSW INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Its:
	 	SVP, Human Resources






ACCEPTANCE OF AGREEMENT 



Awardee hereby: (a) acknowledges receiving a copy of the Plan, which has either been previously
delivered or is provided with this agreement, and represents that he or she is familiar with and
understands all provisions of the Plan and this agreement; (b) voluntarily and knowingly accepts
this agreement and the Option granted to him or her under this agreement subject to all provisions
of the Plan and this agreement; and (c) represents that he or she understands that the acceptance
of this agreement through an on-line or electronic system, if applicable, carries the same legal
significance as if he or she manually signed the agreement. Awardee further acknowledges receiving
a copy of the Company’s most recent annual report to shareholders and other communications
routinely distributed to the Company’s shareholders and a copy of the Plan Description (Prospectus)
dated May 21, 2009 pertaining to the Plan.





	 	 	 
	 

	 	 
	 

	 	Awardee’s Signature
	 
	 	 
	 

	 	 
	 

	 	Date