EX-10.23.01






Exhibit 10.23.1




DSW INC.

RESTRICTED STOCK UNITS AGREEMENT




Summary of Terms




	 	 	 	 
	 	Awardee Name:
 	 	 
	 	 

 	 	 
	 	 
 	 	 
	 	Grant Date:
 	 	 
	 	 

 	 	 
	 	 
 	 	 
	 	Award Type:

 	Restricted Stock Units	 
	 	 
 	 	 
	 	Number of Shares:
 	 	 
	 	 

 	 	 
	 	 
 	 	 
	 	Vesting Schedule:
 	 	 
	 	 

 	 	 





 









 





DSW INC.

RESTRICTED STOCK UNITS 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”)                       
      Restricted
Stock Units (the “Restricted Stock Units” or “Award”), representing an unfunded unsecured promise
of the Company to deliver common shares, without par value, of the Company (the “Shares”) to
Awardee as set forth herein. The Restricted Stock Units have been granted pursuant to the DSW Inc.
2005 Equity Incentive Plan, as amended (the “Plan”), and shall be subject to all provisions of the
Plan, which are incorporated herein by reference, and shall be subject to the provisions of this
Restricted Stock Units Agreement (this “Agreement”). Capitalized terms used in this Agreement which
are not specifically defined shall have the meanings ascribed to such terms in the Plan.



     1. Vesting. The Restricted Stock Units shall vest on the                      anniversary of the
Grant Date (the “Vesting Date”), subject to the provisions of this agreement, including those
relating to the Awardee’s continued employment with the Company or any Related Entity.
Notwithstanding the foregoing, in the event of a Change in Control prior to Awardee’s Employment
Termination, the Restricted Stock Units shall vest in full.



     2. Transferability. The Restricted Stock Units shall not be transferable.



     3. Termination of Employment.



     (a) General. Except as set forth below or as otherwise provided for in another
agreement, if an Employment Termination occurs prior to the vesting of a Restricted Stock Unit,
such Restricted Stock Unit shall be forfeited by Awardee.



     (b) Death and Disability. If an Employment Termination occurs prior to the vesting in
full of the Restricted Stock Units by reason of Awardee’s death or Disability, then any unvested
Restricted Stock Units shall immediately vest in full and shall not be forfeited.



     (c) Retirement. If an Employment Termination occurs prior to the vesting in full of
the Restricted Stock Units by reason of the Awardee’s Retirement, then any unvested Restricted
Stock Units shall immediately vest in full and shall not be forfeited.



     4. Payment. Awardee shall be entitled to receive from the Company (without any
payment on behalf of Awardee other than as described in Paragraph 8) the Stock represented by such
Restricted Stock Unit; provided, however, that in the event that such Restricted Stock Units vest
prior to the applicable Vesting Date as a result of the death, Disability or Retirement of Awardee
or as a result of a Change in Control, Awardee shall be entitled to receive the corresponding Stock
from the Company on the date of such vesting.



     5. Dividend Equivalents. Until Awardee’s Restricted Stock Units are settled and Stock
is delivered to Awardee, Awardee shall not receive cash dividends from the Company on the
Restricted Stock Units.



     6. Right of Set-Off. By accepting these Restricted Stock Units, Awardee consents to a
deduction from, and set-off against, any amounts owed to Awardee by the Company or a 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 a Related
Entity by Awardee under this Agreement.



     7. No Shareholder Rights. Awardee shall have no rights of a shareholder with respect
to the Restricted Stock Units, including, without limitation, Awardee shall not have the right to
vote the Stock represented by the Restricted Stock Units.



     8. Withholding Tax.



 









 





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



     (b) Payment of Withholding Taxes. Prior to any event in connection with the Restricted
Stock Units (e.g., vesting or settlement) that the Company determines may result in any domestic or
foreign tax withholding obligation, whether national, federal, state or local, including any
employment tax obligation (the “Tax Withholding Obligation”), Awardee is required to arrange for
the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to
the Company. Unless Awardee elects to satisfy the Tax Withholding Obligation by an alternative
means that is then permitted by the Company, Awardee’s acceptance of this Agreement constitutes
Awardee’s instruction and authorization to the Company to withhold on Awardee’s behalf the number
of shares from those Shares issuable to Awardee at the time when the Restricted Stock Units become
vested and payable as the Company determines to be sufficient to satisfy the Tax Withholding
Obligation. In the case of any amounts withheld for taxes pursuant to this provision in the form of
shares, the amount withheld shall not exceed the minimum required by applicable law and
regulations.



     9. 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 superceded 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 Restricted Stock Units 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.



     10. 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.



     11. Prompt Acceptance of Agreement. The Restricted Stock Unit 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.



     12. Electronic Delivery and Consent to Electronic Participation. The Company may, in
its sole discretion, decide to deliver any documents related to the Restricted Stock Unit grant
under and participation in the Plan or future Restricted Stock Units that may be granted under the
Plan by electronic means or to request Awardee’s consent to participate in 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 restricted stock unit grants and the execution of
restricted stock unit agreements through electronic signature.




     13. 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: 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.




     14. 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 vesting of the Award on Employment Termination,
than provided in this agreement or in the plan, then the terms of such Employment Arrangement with
respect to vesting of the Award on Employment Termination by reason of such specified events shall
supersede the terms hereof to the extent permitted by the terms of the plan under which the Award
was made.



	 	 	 	 	 
	 	 	DSW INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Its:
	 	SVP, Human Resources






 









 





ACCEPTANCE OF AGREEMENT 



Awardee hereby: (a) acknowledges that he or she has received a copy of the Plan, 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; (b) accepts this Agreement and the Restricted Stock Units granted to him or
her under this Agreement subject to all provisions of the Plan and this Agreement; (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; (d) represents and warrants to the Company that he or she is purchasing the Restricted
Stock Units for his or her own account, for investment, and not with a view to or any present
intention of selling or distributing the Restricted Stock Units either now or at any specific or
determinable future time or period or upon the occurrence or nonoccurrence of any predetermined or
reasonably foreseeable event; and (e) agrees that no transfer of the Stock delivered in respect of
the Restricted Stock Units shall be made unless the Stock have been duly registered under all
applicable Federal and state securities laws pursuant to a then-effective registration which
contemplates the proposed transfer or unless the Company has received a written opinion of, or
satisfactory to, its legal counsel that the proposed transfer is exempt from such registration.





	 	 	 
	 

	 	 
	 

	 	Awardee’s Signature
	 
	 	 
	 

	 	 
	 

	 	Date