DSW 2014 Annual Report Download - page 105

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 . 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.
 .
 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.
 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.
 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.
 . 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 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.
  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.
12 Initials: /s/MM Date:4/28/2014
Source: DSW Inc., 10-K, March 26, 2015 Powered by Morningstar® Document Research
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