Back to top

STANDARD EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN DSW INC AND WILLIAM JORDAN

Employee Retention Agreement

STANDARD EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN DSW INC AND WILLIAM JORDAN | Document Parties: DSW INC. You are currently viewing:
This Employee Retention Agreement involves

DSW INC.

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: STANDARD EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN DSW INC AND WILLIAM JORDAN
Governing Law: Ohio     Date: 4/1/2009
Industry: Retail (Apparel)     Sector: Services

STANDARD EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN DSW INC AND WILLIAM JORDAN, Parties: dsw inc.
50 of the Top 250 law firms use our Products every day

Exhibit 10.61

STANDARD EXECUTIVE EMPLOYMENT AGREEMENT

BETWEEN

DSW INC

AND

WILLIAM JORDAN

This Standard Executive Employment Agreement (“Agreement”) by and between DSW Inc. (“Company”) and William Jordan (“Executive”), collectively, the “Parties,” is effective as of the date signed (“Effective Date”) and supercedes and replaces any other oral or written employment-related agreement between the Executive and the Company.

1.00 Duration

This Agreement will remain in effect from the Effective Date until it terminates as provided in Section 5.00. Any notice of termination required to be given under this Agreement must be given as provided in Section 6.00 and will be effective on the date prescribed in Section 5.00.

2.00 Executive’s Employment Function

2.01 Position . The Executive agrees to serve as the Company’s Executive Vice President and General Counsel with the authority and duties customarily associated with this position and to discharge any other duties and responsibilities assigned by the President. The Executive will report directly to and be subject to the supervision, advice and direction of the President, or his/her designate. The Executive agrees at all times to observe and be bound by all Company rules, policies, practices, procedures and resolutions that generally apply to Company employees of comparable status and which do not conflict with the specific terms of this Agreement.

2.02 Place of Performance . The Executive’s duties will principally be performed in Columbus, Ohio, except for required travel on the Company’s business, unless the President requires the Executive to perform duties at another location.

3.00 Compensation

The Company will pay the Executive the amounts described in Section 3.00 as compensation for the services described in this Agreement and in exchange for the duties and responsibilities described in Section 4.00.

3.01 Base Salary . The Company will pay to the Executive an annualized base salary of $405,000, which may be adjusted at the Company’s discretion (“Base Salary”). The Executive’s Base Salary will be paid in installments that correspond with the Company’s normal payroll practices.

 


 

3.02 Cash Incentive Bonus .

[1] The Executive will be eligible to receive a Cash Incentive Bonus under the terms of the DSW Inc. Incentive Compensation Plan (“Incentive Plan”), as modified by the Company. The Company intends to provide the Executive with a cash bonus of 50 percent of Base Salary based on the Executive’s achievement of the incentive goals established by the Company. Subsequent annual cash bonuses will be based, in the Company’s discretion, on Incentive Goals and percentages of Base Salary determined under the Incentive Plan that is then in effect.

[2] Payment of Cash Bonus. Any Cash Incentive Bonus will be payable, in cash, consistent with the Company’s normal bonus payment policy.

3.03 Equity Incentive. Subject to the Company’s discretion, the Executive will be eligible to receive discretionary grants of stock options and restricted stock units.

3.04 Benefit Plans . Subject to their terms, the Executive may participate in any Company sponsored employee pension or welfare benefit plan at a level commensurate with the Executive’s title and position.

3.05 Vacations . Subject to the terms of the Company’s vacation policy, the Executive is entitled to three weeks of vacation each calendar year to be taken during periods approved by the President.

3.06 Expenses . The Executive is entitled to receive prompt reimbursement for all normal and reasonable expenses incurred while performing services under this Agreement, including all reasonable travel expenses. Reimbursement for these expenses will be made as soon as administratively feasible after the date the Executive submits appropriate evidence of the expenditure and otherwise complies with the Company’s business expense reimbursement policy. Reimbursement of expenses in one year will not affect the amount of expenses that may be reimbursed in a later year.

3.07 Termination Benefits . The Company also will provide the Executive with the termination benefits described in Section 5.00.

4.00 Executive’s Obligations

The amounts described in Sections 3.00 and 5.00 are provided by the Company in exchange for (and have a value to the Company equivalent to) the Executive’s performance of the obligations described in this Agreement, including performance of the duties and the covenants and releases made and entered into by and between the Executive and the Company in this Agreement.

4.01 Scope of Duties . The Executive will:

[1] Devote all available business time, best efforts and undivided attention to the Company’s business and affairs; and

2


 

[2] Not engage in any other business activity, whether or not for gain, profit or other pecuniary benefit.

[3] However, the restriction described in Section 4.01[1] and [2] will not preclude the Executive from:

[a] Making or holding passive investments in outstanding shares in the securities of publicly-owned companies or other businesses [other than organizations described in Section 4.05], regardless of when and how that investment was made; or

[b] Serving on corporate, civic, religious, educational and/or charitable boards or committees but only if this activity [i] does not interfere with the performance of duties under this Agreement and [ii] is approved by the President.

4.02 Confidential Information .

[1] Obligation to Protect Confidential Information. The Executive acknowledges that the Company and its subsidiaries, parent corporation and affiliated entities (collectively, “Group” and separately, “Group Member”) have a legitimate and continuing proprietary interest in the protection of Confidential Information (as defined in Section 4.02[2]) and have invested, and will continue to invest, substantial sums of money to develop, maintain and protect Confidential Information. The Executive agrees [a] during and after employment with all Group Members [i] that any Confidential Information will be held in confidence and treated as proprietary to the Group, [ii] not to use or disclose any Confidential Information except to promote and advance the Group’s business interests and [b] immediately upon separation from employment with all Group Members, to return to the Company any Confidential Information.

[2] Definition of Confidential Information. For purposes of this Agreement, Confidential Information includes any confidential data, figures, projections, estimates, pricing data, customer lists, buying manuals or procedures, distribution manuals or procedures, other policy and procedure manuals or handbooks, supplier information, tax records, personnel histories and records, information regarding sales, information regarding properties and any other Confidential Information regarding the business, operations, properties or personnel of the Group (or any Group Member) which are disclosed to or learned by the Executive as a result of employment with any Group Member, but will not include [a] the Executive’s personal personnel records or [b] any information that [i] the Executive possessed before the date of initial employment (including periods before the Effective Date) with any Group Member that was a matter of public knowledge, [ii] became or becomes a matter of public knowledge through sources independent of the Executive, [iii] has been or is disclosed by any Group Member without restriction on its use or [iv] has been or is required to be disclosed by law or governmental order or regulation. The Executive also agrees that, if there is any reasonable doubt whether an item is public knowledge, to not regard the item as public knowledge until and unless the Senior Vice President of Human Resources confirms to

3


 

the Executive that the information is public knowledge or an arbitrator, acting under Section 9.00, finally decides that the information is public knowledge.

[3] Intellectual Property. The Executive expressly acknowledges that all right, title and interest to all inventions, designs, discoveries, works of authorship, and ideas conceived, produced, created, discovered, authored, or reduced to practice during the Executive’s performance of services under this Agreement, whether individually or jointly with any Group Member (the “Intellectual Property”) shall be owned solely by the Group, and shall be subject to the restrictions set forth in Section 4.02[1] above. All Intellectual Property which constitutes copyrightable subject matter under the copyright laws of the United States shall, from the inception of creation, be deemed to be a “work made for hire” under the United States copyright laws and all right, title and interest in and to such copyrightable works shall vest in the Group. All right, title and interest in and to all Intellectual Property developed or produced under this Agreement by the Executive, whether constituting patentable subject matter or copyrightable subject matter (to the extent deemed not to be a “work made for hire”) or otherwise, shall be assigned and is hereby irrevocably assigned to the Group by the Executive. The Executive shall, without any additional consideration, execute all documents and take all other actions needed to convey the Executive’s complete ownership interest in any Intellectual Property to the Group so that the Group may own and protect such Intellectual Property and obtain patent, copyright and trademark registrations for it. The Executive agrees that any Group Member may alter or modify the Intellectual Property at the Group Member’s sole discretion, and the Executive waives all right to claim or disclaim authorship.

4.03 Solicitation of Employees . 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 [1] not, directly or indirectly, to solicit any employee of any Group Member to leave employment with the Group, [2] not, directly or indirectly, to employ or seek to employ any employee of any Group Member and [3] not to cause or induce any of the Group’s (or Group Member’s) competitors to solicit or employ any employee of any Group Member.

4.04 Solicitation of Third Parties . 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.

4.05 Non-Competition . 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

4


 

discount and off-price shoes and accessories at department stores, specialty retail stores or home shopping network clubs. 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.) 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.

4.06 Post-Termination Cooperation . 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:

[1] Cooperation With the Company . The Executive agrees [a] 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 [b] 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, [c] “proceedings” includes internal investigations, administrative investigations or proceedings and lawsuits (including pre-trial discovery and trial testimony) and [d] “cooperation” includes [i] 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), [ii] providing any and all documents in the Executive’s possession that relate to the proceeding, and [iii] providing assistance in locating any and all relevant notes and/or documents.

[2] Cooperation With Third Parties . 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 4.02[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 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.

[3] Cooperation With Media . 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 4.02[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

5


 

immediately after being contacted by any member of the media with respect to any matter affected by this section.

4.07 Non-Disparagement . 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 [1] any remarks that may be made by the Executive under the terms of Section 4.06[2] or that are required to discharge the duties described in this Agreement or [2] 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 5.04[5] (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.

4.08 Notice of Subsequent Employment. The Executive agrees to immediately notify the Company of any subsequent employment during the period of salary continuation after employment terminates.

4.09 Nondisclosure. The Executive agrees not to disclose the terms of this Agreement in any manner to any person other than the President, 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.

4.10 Remedies . 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 4.00. For this reason, any disputes arising under Section 4.00 will not be subject to arbitration under Section 9.00. Instead, if the Executive breaches or threatens to breach any provision of Section 4.00, 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 4.00.

4.11 Return of Company Property. Upon termination of employment, the Executive agrees to promptly return to the Company all property belonging to the Group or any Group Member.

5.00 Termination and Related Benefits

This Agreement will terminate upon the occurrence of any of the events described in this section.

5.01 Rules of General Application . The following rules apply generally to the implementation of Section 5.00:

[1] Method of Payment. If the amount of any installment payments


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more