DSW 2014 Annual Report Download - page 100

during the one year following the effective date of Involuntary Termination Without Cause, during the three-month period
following the effective date of Involuntary Termination Without Cause and  all restricted stock units that would have vested
during the one year following the effective date of Involuntary Termination Without Cause will accelerate and become vested on
the effective date of Involuntary Termination Without Cause.
 . Any rights accruing to the Executive under any employee benefit plan, fund or program maintained by any Group
Member will be distributed or made available as required by the terms of the plan fund or program or as required by law.
  For these purposes, Cause means the Executive’s  breach of Section 1.00 of this Agreement; 
willful, illegal or grossly negligent conduct that is materially injurious to the Company or any Group Member monetarily or
otherwise;  violation of laws or regulations governing the Company or to any Group Member;  breach of any fiduciary duty
owed to the Company or any Group Member;  misrepresentation or dishonesty which the Company determines has had or is
likely to have a material adverse effect upon the Company’s or any Group Member’s operations or financial condition;
 involvement in any act of moral turpitude that has an injurious effect on the Company (or any Group Member) or its
reputation; or  breach of the terms of any non-solicitation or confidentiality clauses contained in an standard executive
employment agreement(s) with a former employer. The Company’s dissatisfaction with the Executive’s performance, or the
business results achieved, shall not, in and of itself, constitute Cause under this Section.
 . The terms of Section 2.03 will apply if, after the Executive terminates, the Company learns of
an event that, had it been known before the Executive terminated employment, would have justified a termination for Cause. In
this case, the Company will be entitled to recover (and the Executive agrees to repay) any amounts (other than legally protected
benefits) that the Executive received.
For purposes of this Agreement, Without Cause means termination of the Executive’s employment by the Company for any
reason other than those set forth in Section 2.03 or 2.04.
 
 . Any notice permitted or required to be given under this Agreement must be given in writing and delivered in
person or by registered, U.S. mail, return receipt requested, postage prepaid, or through Federal Express, UPS, DHL or any other
reputable professional delivery service that maintains a confirmation of delivery system. Any delivery must be addressed to the
Company’s Senior Vice President of Human Resources at the Company’s then-current corporate offices or to the Executive at
the Executive’s address as contained in the Executive’s personnel file.
 . Any notice permitted or required to be given under this Agreement will be effective on the date it is
delivered, in the event of personal delivery, or on the date its receipt is acknowledged, in the event of delivery by registered mail
or through a professional delivery service described in Section 3.01.
 
7 Initials: /s/MM Date:4/28/2014
Source: DSW Inc., 10-K, March 26, 2015 Powered by Morningstar® Document Research℠
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