RETAIL VENTURES, INC.
Exhibit 4(c)
EXHIBIT 4(c)
DESPOSITORY AGREEMENT
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This Agreement is entered into as of this _____ day of July 1992,
between VALUE CITY DEPARTMENT STORES, INC. an Ohio corporation ("Value City"),
and XXXXX XXXX ("Escrow Agent").
WHEREAS, on or about July ____, 1992, Value City and certain employees
of Value City entered into 1992 Bonus Share Agreements (the "Agreements"), a
form of which is attached hereto as Exhibit A, whereby Value City agrees to
issue certain Value City common shares, without par value ("Shares") to these
employees according to the terms of the Agreements; and
WHEREAS, Value City and Escrow Agent desire to escrow the certificates
evidencing the Shares, until such time as the restrictions set forth in the
Agreements are satisfied.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Value City hereby appoints Xxxxx Xxxx, as General Counsel of
Schottenstein Stores Corporation, a Delaware corporation, or his successors, as
Escrow Agent, whose sole duties and responsibilities shall be to hold and
deliver the certificates evidencing the Shares in accordance with the terms of
the Agreements.
2. Value City hereby delivers to Escrow Agent certificates evidencing
the Shares, and accompanying stock power appropriately endorsed for transfer in
blank.
3. The Escrow Agent agrees to hold the Shares during the Restricted
Period (as defined in the Agreements), and to release the Shares either to the
employee or Value City in accordance with the terms of the Agreements.
4. This Depository Agreement may not be waived, modified or amended
except by written instrument executed by all of the parties. This Agreement is
governed and construed in accordance with Ohio law and shall be binding upon,
and shall inure to the benefit of, the parties hereto and their respective
successors and assigns.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the date first written above.
VALUE CITY DEPARTMENT STORES, INC.
By:
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Its:
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ESCROW AGENT
By:
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Xxxxx Xxxx
