EX-10.85



 





Exhibit 10.85




Date:     
                
         March 29, 2007




To:




From:    
               
               
                , Human Resources




Subject:                         Equity Award Agreement



Congratulations! This is to advise you that the Compensation Committee of the Board of Directors
met 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, [describe
the vesting arrangement], all subject to continued employment and to Section 5 of your Employment
Agreement. [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 applicable
to the Units will apply to the Units.
	 
	 	 
	Restricted Stock Unit Rights and Exercise Provisions:

	 	The grant of Units entitles you only to the
right to receive cash under the terms described in this Notice and does not entitled to you to
receive any shares of Company common stock. You are not entitled to vote or to receive any
dividends associated with any shares of Company stock upon which the Units are based. The
Company will adjust your Units to reflect the effect of any corporate event within Section 4.3
of the Stock Incentive Plan. Other applicable rights and obligations are set forth in the
Stock Incentive Plan.
	 
	 

	 	On the date any Unit vests, the Company shall pay to you an amount
in cash in redemption and cancellation of such Unit equal to the
Fair Market Value of a share of Company common stock on such
vesting date. The Company will meet its withholding obligation in
the manner described in Sections 11.9 and 11.10 of the Stock
Incentive Plan. Also, Section 409A of the Internal Revenue Code
imposes a 20 percent exercise tax on the payment of any severance
compensation to certain Company officers if that payment is made
within six months of the officer’s employment termination date.
If this tax would apply to the redemption of your Units, if you so
request to avoid having this tax imposed on you, or if necessary
for the Company to avoid penalties payable by the Company, the
Company will defer payment of the redemption amount by six months.






     Governing Law. This Award Agreement will be construed in accordance with and governed by the
laws of the United States and the laws of the State of Ohio (other than laws governing conflicts of
laws).



     Conditions to Receiving This Award Agreement: In consideration of receiving this award, you
agree to the following obligations and conditions:



 









 





     Non-Competition. That for the longer of any period of salary continuation or for one year
after terminating employment with the Company or any of its subsidiaries, parent corporation and
affiliated 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 are
substantially the same or similar to those for which the Executive was compensated by 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 off-price and discount merchandise, including
discount and off-price shoes and accessories. Illustrations of businesses that compete with the
Group’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’s
Corporation; 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 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.



     Non-Solicitation of Employees. That during employment, and for the longer of any period of
salary 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 to
leave employment with the Company or any Related Entity, [2] not, directly or indirectly,  employ
or seek to employ any employee of any Group Member and [3] not  cause or induce any of the
Group’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 period
of salary continuation or for two years after terminating employment with all Group Members you
will not, directly or indirectly,  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.


Beneficiary Designation: You may name a Beneficiary or Beneficiaries to receive any RSUs to be
settled after you die. This may be done only on the attached Beneficiary Designation Forms and by
following 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.

3241 Westerville Rd.

Columbus, OH 43224

Attn.:                     



By signing below, I acknowledge and agree that:





	 	•	 	A copy of the Plan has been made available to me;
	 
	 	•	 	I have received a copy of the Plan’s Prospectus;
	 
	 	•	 	I understand and accept the conditions placed on my Award and understand what I must do to earn my Award;
	 
	 	•	 	I will consent (in my own behalf and in behalf of my Beneficiaries and without any
further consideration) to any change to my Award or this Award Agreement to avoid paying
penalties under Section 409A of the Internal Revenue Code, even if those changes affect
the terms of my Award and reduce its value or potential value;
	 
	 	•	 	I agree that all decisions of the Plan Committee upon any questions arising under the
Plan are binding, conclusive and final.





	 	 	 	 	 
	 	 	 
	(signature)
	 	 	 	 
	 
	 	 	 	 
	Date signed: