DSW 2014 Annual Report Download - page 103

 . 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 6.00, 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.
 . 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.
 
 . 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.
 . No provision of this Agreement may be modified or waived except in a
document signed by the Executive and the Company’s Chief Executive Officer or other person designated by the Company’s
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.
 . 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  to the extent needed to avoid the
invalidity or unenforceability and  in a manner that is as similar as possible to the intent (as described in this Agreement). The
validity, construction and 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.
 . Except as otherwise provided in Section 6.05, failure to insist upon strict compliance with any term of this
Agreement will not be considered a waiver of any such term.
. All payments made to the Executive under this Agreement will be reduced by any amount:
 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
10 Initials: /s/MM Date:4/28/2014
Source: DSW Inc., 10-K, March 26, 2015 Powered by Morningstar® Document Research℠
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