DSW 2014 Annual Report Download - page 98

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Human Resources immediately after being contacted by a third party or receiving a subpoena or court order to appear and testify
with respect to any matter affected by this section.
 . The Executive agrees not to communicate with, or give statements to, any member of the media
(including print, television or radio media) 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). The
Executive also agrees to notify the Senior Vice President of Human Resources immediately after being contacted by any member
of the media with respect to any matter affected by this section.
 . The Executive and the Company (on its behalf and on behalf of the Group and each Group
Member) agree that neither will make any disparaging remarks about the other and the Executive will not make any disparaging
remarks about the Company’s Chairman, Chief Executive Officer or any of the Group’s senior executives. However, this section
will not preclude  any remarks that may be made by the Executive under the terms of Section 1.06[2] or that are required to
discharge the duties described in this Agreement or  the Company from making (or eliciting from any person) disparaging
remarks about the Executive concerning any conduct that may lead to a termination for Cause, as defined in Section 2.03
(including initiating an inquiry or investigation that may result in a termination for Cause), but only to the extent reasonably
necessary to investigate the Executive’s conduct and to protect the Group’s (or any Group Member’s) interests.
  The Executive agrees to immediately notify the Company of any subsequent
employment during the period of salary continuation after employment terminates.
  The Executive agrees not to disclose the terms of this Agreement in any manner to any person other than
the Executive’s manager, one of the Company’s Vice Presidents of Human Resources (or any Company representative they
expressly approve for such disclosure), the Executive’s personal attorney, accountant and financial advisor, and the Executive’s
immediate family or as otherwise required by law.
 . The Executive acknowledges that money will not adequately compensate the Group for the substantial
damages that will arise upon the breach of any provision of Section 1.00. For this reason, any disputes arising under Section 1.00
will not be subject to arbitration under Section 6.00. Instead, if the Executive breaches or threatens to breach any provision of
Section 1.00, the Company will be entitled, in addition to other rights and remedies, to specific performance, injunctive relief and
other equitable relief to prevent or restrain any breach or threatened breach of Section 1.00.
  Upon termination of employment, the Executive agrees to promptly return to the
Company all property belonging to the Group or any Group Member.
 
  The following rules apply generally to the implementation of Section 2.00:
5 Initials: /s/MM Date:4/28/2014
Source: DSW Inc., 10-K, March 26, 2015 Powered by Morningstar® Document Research℠
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