April 1, 2013

Exhibit 10.17

April 1, 2013

Xxxx XxxXxxx

President, Home and Office Division

XX Xxxxxx of America, Inc.

0000 Xxx Xxxxxxxxx Xxxxx, Xxxxx 000

Atlanta, Georgia 30328

RE:

Amended Severance Letter

Dear Xxxx:

Reference is made to the severance letter between you and XX Xxxxxx of America, Inc. (“XX Xxxxxx”) dated December 14, 2005 (the “Prior Severance Letter”). This letter confirms the agreement of XX Xxxxxx to pay you a one-time severance payment and a retention bonus upon the following terms and conditions:

Severance Payment. The severance payment will be in the amount equal to the product of 1.5 multiplied by your annual base salary at the time you are Terminated Without Cause (as defined in Schedule A), less applicable deductions for taxes and other withholding amounts (the “Severance Payment”).

Termination Without Cause. The Severance Payment shall only be payable to you in circumstances where you have been “Terminated Without Cause” (as the term is defined in Schedule A attached hereto) on or prior to December 30, 2014.

Severance Release. After the occurrence of the conditions described in paragraph 2 above, the Severance Payment will be paid to you in a lump sum no later than 60 days after your termination date and within 5 days after the release described below becomes effective and is no longer subject to revocation (the “Severance Payment Date”), provided that, to the extent the Severance Payment is subject to Code Section 409A, if the date of execution of the release could result in the Severance Payment Date occurring in either the calendar year in which your termination date occurs or the following calendar year, the Severance Payment Date shall be on the first payroll date occurring in such following calendar year. The Severance Payment shall not be payable unless and until you execute and deliver a full and final release of claims against XX Xxxxxx, its affiliates, subsidiaries, officers and directors, in

accordance with XX Xxxxxx’ standard practice for severance payments in a form attached hereto as Exhibit A, that is no longer subject to revocation in accordance with applicable law on the Severance Payment Date; and provided, further, that such release will not require you to waive any rights related to vested stock options, Transaction Management Incentive Plan Payments or other vested equity grants issued by XX Xxxxxx or its affiliates.

Retention Payment. If you are not Terminated Without Cause on or prior to December 30, 2014, then you will not receive a Severance Payment. However, if you remain employed with XX Xxxxxx through and including December 31, 2014 (or upon such earlier date as may be determined by agreement between the Board and the Chief Executive Officer, in their sole discretion), you will receive a retention payment of $100,000, less applicable deductions for taxes and other withholding amounts (the “Retention Payment”).

Retention Release. After the occurrence of the conditions described in paragraph 4 above, the Retention Payment will be paid to you in a lump sum no later than 60 days after December 31, 2014 (or upon such earlier date as may be determined by agreement between the Board and the Chief Executive Officer, in their sole discretion) and within 5 days after the release described below becomes effective and is no longer subject to revocation (the “Retention Payment Date”), provided that, to the extent the Retention Payment is subject to Code Section 409A, if the date of execution of the release could result in the Retention Payment Date occurring in either the calendar year in which your termination date occurs or the following calendar year, the Retention Payment Date shall be on the first payroll date occurring in such following calendar year. The Retention Payment shall not be payable unless and until you execute and deliver a full and final release of claims against XX Xxxxxx, its affiliates, subsidiaries, officers and directors, in accordance with XX Xxxxxx’ standard practice for severance payments in a form attached hereto as Exhibit A, that is no longer subject to revocation in accordance with applicable law on the Retention Payment Date; and provided, further, that such release will not require you to waive any rights related to vested stock options, Transaction Management Incentive Plan Payments or other vested equity grants issued by XX Xxxxxx or its affiliates.

Section 280G. The Board of Directors of the Company agree to recommend and submit to the shareholders of the Company for their approval, (i) the potential Severance Payment payable under this letter and (ii) the potential payments to you and other executives under the Company Transaction Management Incentive Plan (“TMIP”), in accordance with and in a manner intended to comply with the shareholder approval exemption under Section 280G(b)(5) of the Internal Revenue Code of 1986 (the “Code”). If the shareholders do not approve the payments or if for any other reason, any payments under this agreement or any other agreement to which you are a party would constitute “excess parachute payments” for purposes of Section 280G of the Code, such payments shall be reduced such that the amount

of such payments equals 299% of your “base amount” (as defined in Code Section 280G) and no excise tax would be owed under Code Section 4999; provided that no such reduction shall occur if, following such reduction, the total after-tax amount of all such excess parachute payments does not equal or exceed the total after-tax amount of all such excess parachute payments that you would have received, on an after-tax basis (and after giving effect to any excise taxes), had no such reduction been made.

Section 409A. This letter agreement and the payments hereunder are intended to be exempt from Code Section 409A and shall be interpreted and administered in accordance with such intent. If, notwithstanding such intent, any payment under this agreement constitutes nonqualified deferred compensation subject to Section 409A, then in no event will the timing of your execution of the release, directly or indirectly, result in your designating the calendar year of payment, and if a payment of nonqualified deferred compensation that is subject to execution of the release could be made in more than one taxable year, payment shall be made in the later taxable year.

This letter agreement is intended to be for your personal benefit and is not assignable to any third party. In the event of your death, this agreement will terminate and your heirs will not be entitled to any benefit hereunder.

This letter agreement replaces and supersedes any prior agreement or letter with respect to severance between you and XX Xxxxxx, including the Prior Severance Letter, which shall no longer have any force or effect. For the avoidance of doubt, your rights to any payments under this letter agreement will in no event extend beyond either your Termination Without Cause on or prior to December 30, 2014 (with respect to the Severance Payment) or your service through to and including December 31, 2014 (with respect to the Retention Payment) and you shall have no rights hereunder with respect to any matters arising after December 31, 2014.

Sincerely,

/s/ Xxxxxx X. Xxxxxxxxxx

Xxxxxx X. Xxxxxxxxxx

Chief Executive Officer

XX Xxxxxx of America, Inc.

ACKNOWLEDGED AND AGREED this 1st day of April, 2013.

/s/ Xxxx XxxXxxx

Xxxx XxxXxxx

EXHIBIT A

AGREEMENT AND RELEASE

THIS GENERAL RELEASE OF ALL CLAIMS (this “General Release”), dated as of [ ], is made by and between [ ] (the “Executive”) and XX Xxxxxx of America, Inc. (the “Company”).

WHEREAS, the Company and Executive are parties to that certain severance letter, dated as of March [ ], 2013 (the “Severance Letter”);

WHEREAS, Executive’s employment with the Company has been terminated and Executive is entitled to receive certain payments and other benefits, as set forth in the Severance Letter subject to the execution of this General Release;

WHEREAS, in consideration for Executive’s signing of this General Release, the Company will provide Executive with such payments and benefits pursuant to the Severance Letter; and

WHEREAS, except as otherwise expressly set forth herein, the parties hereto intend that this General Release shall effect a full satisfaction and release of the obligations described herein owed to Executive by the Company and to the Company by Executive.

NOW, THEREFORE, in consideration of the premises, the mutual covenants of the parties hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant and agree as follows:

1. (a) Executive, for himself, Executive’s spouse, heirs, administrators, children, representatives, executors, successors, assigns, and all other individuals and entities claiming through Executive, if any (collectively, the “Executive Releasers”), does hereby release, waive, and forever discharge the Company and each of its respective agents, subsidiaries, parents, affiliates, related organizations, employees, officers, directors, shareholders, attorneys, successors, and assigns in their capacities as such (collectively, the “Employer Releasees”) from, and does fully waive any obligations of Employer Releasees to Executive Releasers for, any and all liability, actions, charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ fees and costs other than claims for such fees and costs that are not released pursuant to Section 1(b) below) of any kind whatsoever, whether known or unknown or contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Executive Releasers, including, without limitation, any obligations of Employer Releasees in consequence of, arising out of, or in any way relating to: (a) Executive’s employment with the Company; (b) the termination of Executive’s employment with the Company; (c) the Severance Letter; or (d) any events, acts, or omissions occurring on or prior to the date of this General Release

(collectively, “Executive Claims”). The foregoing release, discharge and waiver includes, but is not limited to, all waivable Executive Claims and any obligations, liabilities or causes of action arising from such Executive Claims, under common law including, but not limited to, wrongful or retaliatory discharge, breach of contract (including but not limited to any claims under the Severance Letter other than claims for unpaid severance benefits, bonus or base salary earned thereunder), libel, slander, defamation or intentional infliction of emotional distress; and further includes, but is not limited to, any claims and claims under any federal, state or local statute, ordinance, or regulation, including, but not limited to, the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act of 1964, other civil rights statutes including, without limitation 42 U.S.C. § 1981, 42 U.S.C. § 1982, and 42 U.S.C. § 1985, the National Labor Relations Act, the Employee Retirement Income Security Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Family and Medical Leave Act, the Xxxxxxxx-Xxxxx Act, the Occupational Safety and Health Act, the Immigration Reform and Control Act, the Georgia Fair Employment Practices Act of 1978, the Georgia Equal Pay Act, the Georgia Equal Employment for People With Disabilities Code, or any other applicable state or local labor or human rights laws, as such laws have been amended, or the discrimination or employment laws of any state or municipality, and/or any claims under any express or implied contract which Executive Releasers may claim existed with Employer Releasees. This also includes a release of any claims for wrongful discharge and all claims for alleged physical or personal injury, emotional distress, damages, attorneys or experts fees, interest and penalties relating to or arising out of Executive’s employment with the Company or any of its subsidiaries or affiliates or the termination of that employment, and any claims under the Worker Adjustment and Retraining Notification Act or any similar law, which requires, among other things, that advance notice be given of certain work force reductions.

(b) Notwithstanding anything contained in Section 1(a) above to the contrary, nothing contained in herein shall constitute a release by any Executive Releaser of any of his, her or its rights or remedies available to him, her or it, at law or in equity, related to, on account of, in connection with or in any way pertaining to the enforcement of: (i) any right to indemnification, advancement of legal fees or directors and officers liability insurance coverage existing under the constituent documents of the Company or applicable state corporate, limited liability company and partnership statutes or pursuant to any agreement, plan or arrangement; (ii) any rights to the receipt of employee benefits which vested on or prior to the date of this General Release, including without limitation any rights to compensation or benefits under the DSW Group, Inc. Equity Realization Bonus Plan or under the Company Transaction Management Incentive Plan or under any other Company equity compensation plans; (iii) the right to receive severance and other benefits under the Severance Letter; (iv) the right to continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act; or (v) this General Release or any of its terms or conditions. Executive shall indemnify and hold the Company harmless from any claim by any Executive Releaser that has been released hereunder.

2. Excluded from this General Release and waiver are any claims that cannot be waived by applicable law, including but not limited to the right to participate in an investigation conducted by certain government agencies. Executive does, however, waive Executive’s right to, and will not accept, any monetary payment should any government agency (such as the Equal Employment Opportunity Commission or Department of Labor) pursue any claims on Executive’s behalf. Executive represents and warrants that Executive has not filed any complaint, charge, or lawsuit against the Employer Releasees with any government agency, any court, or arbitrator.

3. Executive acknowledges that Executive is not entitled to, and will not receive, any severance payments or severance benefits of any kind from the Employer Releasees, as the case may be, other than as set forth in this General Release, and that no representations or promises to the contrary have been made to Executive. Executive further acknowledges and agrees that the consideration received for this General Release is in addition to any payment, benefit or other thing of value that the Company may owe Executive for his services.

4. Each party agrees that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by any party of any improper or unlawful conduct.

5. Executive acknowledges and recites that he has:

(a) executed this General Release knowingly and voluntarily;

(b) had a reasonable opportunity to consider this General Release;

(d) been advised and directed orally and in writing (and this subparagraph (d) constitutes such written direction) to seek legal counsel and any other advice he wishes with respect to the terms of this General Release before executing it; and

(e) relied solely on his own judgment, belief and knowledge, and such advice as he may have received from his legal counsel.

6. Executive acknowledges and agrees that (a) his execution of this General Release has not been forced by any employee or agent of the Company or any of its affiliates, and Executive has had an opportunity to negotiate the terms of this General Release and (b) he has been offered fifty two (52) calendar days after receipt of this General Release to consider its terms before executing it. Executive shall have seven (7) calendar days from the date he executes this General Release to revoke his or her waiver of any ADEA claims by providing written notice of the revocation to the Company, as provided in Section 3 of the Severance Letter.

7. Capitalized terms used but not defined in this General Release have the meanings ascribed to such terms in the Severance Letter.

8. This General Release may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. Signatures delivered by facsimile or PDF shall be effective for all purposes.

IN WITNESS WHEREOF, the parties hereto have executed this General Release as of the day and year first above written.


XX XXXXXX OF AMERICA, INC.:

By:
Name:
Title:

EXECUTIVE:


Name:

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April 1, 2013

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