DSW 2014 Annual Report Download - page 101

In exchange for the payments and benefits described in section 2.02 of this Agreement, upon termination the Executive and the
Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and
assigns (together, the “Executive Representatives”) agree to execute a release forever discharging the Company, the Group and
each Group Member and their executives, officers, directors, agents, attorneys, successors and assigns, from any and all claims,
suits and/or causes of action that grow out of or are in any way related to the Executive’s recruitment to or employment with the
Company and all Group Members, other than: (i) any claim that the Company has breached this Agreement, and (ii) any charge
filed with an administrative agency (although Executive and Executive Representatives waives any right to recover any money or
other benefits arising from such charge(s)).. This release includes, but is not limited to, any claims that the Company, the Group
or any Group Member violated the Employee Retirement and Income Security Act of 1974; the Age Discrimination in
Employment Act; the Older Worker’s Benefit Protection Act; the Americans with Disabilities Act; Title VII of the Civil Rights
Act of 1964 (as amended); the Family and Medical Leave Act; any law prohibiting discrimination, harassment or retaliation in
employment; any claim of promissory estoppel or detrimental reliance, defamation, intentional infliction of emotional distress; or
the public policy of any state, or any federal, state or local law. If the Executive or the Executive Representatives fails to execute
this release, the Executive or the Executive Representatives agrees to forego any payment from the Company as if the Executive
had terminated employment voluntarily. Specifically, the Executive and Executive Representatives agree that a necessary
condition for the payment of any of the amounts described in Section 2.00 in the event of termination is the Executive’s or the
Executive Representatives’ execution of this release upon termination of employment. The Executive acknowledges that the
Executive is an experienced senior executive knowledgeable about the claims that might arise in the course of employment with
the Company and knowingly agrees that the payments upon termination provided for in this Agreement are satisfactory
consideration for the release of all possible claims. The Executive is advised to consult with an attorney prior to executing this
Agreement. Upon termination, the Executive or the Executive Representatives will receive 21 days to consider this release. The
Executive or the Executive Representatives may revoke consent to the release by delivering a written notice of such revocation to
the Company within seven days of signing the release. If the Executive or Executive Representatives revokes consent to the
release, the release will become null and void and the Executive or the Executive Representatives must return any compensation
received under Section 2.02 of this Agreement, except salary the Executive earned for actual work.
 
To the extent permitted by law and its organizational documents, the Company will include the Executive under any liability
insurance policy the Company maintains for employees of comparable status. The level of coverage will be at least as favorable
to the Executive (in amount and each other material respect) as the coverage of other employees of comparable status. This
obligation to provide insurance for the Executive will survive termination of this Agreement with respect to proceedings or
threatened proceedings based on acts or omissions occurring during the Executive’s employment with the Company or with any
Group Member.
 
 Unless stated otherwise in this Agreement, the Parties agree that arbitration is the sole
and exclusive remedy for each of them to resolve and redress any dispute, claim or controversy involving the interpretation of this
Agreement or the
8 Initials: /s/MM Date:4/28/2014
Source: DSW Inc., 10-K, March 26, 2015 Powered by Morningstar® Document Research℠
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