DSW 2014 Annual Report Download - page 99

 If the amount of any installment payments is or becomes less than or equal to the applicable dollar
amount under Section 402(g)(1)(B) of the Internal Revenue Code of 1986, the Company may elect to pay such remaining
installments as a lump sum.
 . Any pro rata share required to be paid under Section 2.00 will be based on the number of days
between the first day of the fiscal year during which the Executive terminates employment and the date that the Executive
terminates employment divided by the number of days in the fiscal year during which the Executive terminates employment.
 . The Company may terminate the Executive’s employment at any time
Without Cause (as defined below) by delivering to the Executive a written notice specifying the date termination is to be
effective. If all requirements of this Agreement are met, the Company will make the following payments to the Executive as of
the effective date of Involuntary Termination Without Cause:
 For twelve (12) months beginning on the date of Involuntary Termination Without Cause, the Company will
continue to pay the Executive’s base salary at the rate in effect on the effective date of Involuntary Termination Without Cause. If
such amount exceeds two times the annual compensation limit prescribed by Section 401(a)(17) of the Internal Revenue Code of
1986 (the “Involuntary Termination Limit”), then the Company will pay the severance obligation described in this Section
2.02[1] in two payment streams. The first payment stream will be equal to the Involuntary Termination Limit, and the Company
will pay this amount in 12 monthly installments, beginning on the date of Involuntary Termination Without Cause. The amount
of the second payment stream will equal the amount in excess of the Involuntary Termination Limit. The Company will pay this
amount in six monthly installments beginning on the date that is six months after the date of the Executive’s Involuntary
Termination. Without Cause. As a condition of this salary continuation, the Executive is expected to promptly and reasonably
pursue new employment. If during the salary continuation period the Executive becomes employed either as an employee or a
consultant, the Executive’s Base Salary paid by the Company will be reduced by 50% of the Base Salary amount for the
remainder of the salary continuation period. The Executive agrees to immediately notify the Company of any subsequent
employment or consulting work during the period of salary continuation.
 . The Company will reimburse the Executive for the cost of maintaining continuing health coverage under
COBRA for a period of no more than twelve (12) months following the effective date of Involuntary Termination Without
Cause, less the amount the Executive is expected to pay as a regular employee premium for such coverage. Such reimbursements
will cease if the Executive becomes eligible for similar coverage under another benefit plan.
 . The Company will pay to the Executive the pro- rata share of any Cash Incentive Bonus that
would have been paid to the Executive had the Executive not been involuntarily terminated Without Cause. The pro-rated bonus
will be calculated based on the extent to which performance standards are met on the last day of the year in which the Executive
is involuntarily terminated Without Cause and will be paid at the same time as all other participants.
 . Subject to the terms of the Equity Incentive Plan and any applicable award agreements,  the
Executive may exercise any outstanding stock options that are vested on the effective date of Involuntary Termination Without
Cause, and those that would have vested
6 Initials: /s/MM Date:4/28/2014
Source: DSW Inc., 10-K, March 26, 2015 Powered by Morningstar® Document Research℠
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