DSW 2014 Annual Report Download - page 97

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 . The Executive agrees that during employment, and for the longer of any period of salary
continuation or for two years after terminating employment with all Group Members not, directly or indirectly, to 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.
 . The Executive agrees that for the longer of any period of salary continuation or for one year after
terminating employment with all Group Members not, directly or indirectly, to 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
significant branded or discount and off-price shoes at department stores, specialty retail stores or online footwear retailers.
Illustrations of businesses that compete with the Group’s business include, but are not limited to, The TJX Companies, Inc. (T.J.
Maxx; Marshall’s; The Maxx; Marmaxx); Shoe Carnival; MJM Designer Shoes; The Shoe Dept.; Payless ShoeSource; Off-
Broadway Shoes; Famous Footwear; Footstar; Nordstrom’s (Non-apparel); Zappos; Piperlime; and Endless. 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.
 . As is required of the Executive during employment, the Executive agrees that during
and after employment with any Group Members and without additional compensation (other than reimbursement for reasonable
associated expenses), to cooperate with the Group (and with each Group Member) in the following areas:
 . The Executive agrees  to be reasonably available to answer questions for the
Group’s (and any Group Member’s) officers regarding any matter, project, initiative or effort for which the Executive was
responsible while employed by any Group Member and to cooperate with the Group (and with each Group Member) during
the course of all third-party proceedings arising out of the Group’s (and any Group Member’s) business about which the
Executive has knowledge or information. For purposes of this Agreement,  “proceedings” includes internal investigations,
administrative investigations or proceedings and lawsuits (including pre-trial discovery and trial testimony) and “cooperation”
includes the Executive’s being reasonably available for interviews, meetings, depositions, hearings and/or trials without the
need for subpoena or assurances by the Group (or any Group Member),  providing any and all documents in the Executive’s
possession that relate to the proceeding, and  providing assistance in locating any and all relevant notes and/or documents.
 . Unless compelled to do so by lawfully-served subpoena or court order, the Executive
agrees not to communicate with, or give statements or testimony to, any opposing attorney, opposing attorney’s representative
(including private investigator) or current or former employee relating to any matter (including pending or threatened lawsuits or
administrative investigations) about which the Executive has knowledge or information (other than knowledge or information
that is not Confidential Information as defined in Section 1.02[2]) as a result of employment with the Group (or any Group
Member) except in cooperation with the Company. The Executive also agrees to notify the Senior Vice President of
4 Initials: /s/MM Date:4/28/2014
Source: DSW Inc., 10-K, March 26, 2015 Powered by Morningstar® Document Research℠
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