INDEMNIFICATION AGREEMENTIndemnification Agreement • May 1st, 2020 • Designer Brands Inc. • Retail-shoe stores • Ohio
This Indemnification Agreement (this “Agreement”) is made and entered into as of the last date of the signature below, by and between Designer Brands Inc., an Ohio corporation (the “Company”), and [NAME], an individual (“Indemnitee”).
STANDARD EXECUTIVE SEVERANCE AGREEMENT BETWEEN DESIGNER BRANDS INC. AND DREW DOMECQSeverance Agreement • May 1st, 2020 • Designer Brands Inc. • Retail-shoe stores • Ohio
This Standard Executive Severance Agreement (this “Agreement”) by and between Designer Brands Inc. (the “Company”) and Drew Domecq (the “Executive”), collectively, the “Parties,” is effective as of the date signed (the “Effective Date”) and supersedes and replaces any other oral or written employment-related agreement between the Executive and the Company.
RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • May 1st, 2020 • Designer Brands Inc. • Retail-shoe stores • Ohio
This Agreement is entered into in Franklin County, Ohio. On the Grant Date, Designer Brands Inc., an Ohio corporation (the “Company”), has awarded to the Participant Restricted Stock Units (the “Restricted Stock Units” or “Award”), representing an unfunded unsecured promise of the Company to deliver common shares, without par value, of the Company (the “Shares”) to the Participant as set forth herein. The Restricted Stock Units have been granted pursuant to the Designer Brands Inc. 2014 Long-Term Incentive Plan, as amended (the “Plan”), and shall be subject to all provisions of the Plan, which are incorporated herein by reference, and shall be subject to the provisions of this Restricted Stock Units Agreement (this “Agreement”). Capitalized terms used in this Agreement which are not specifically defined shall have the meanings ascribed to such terms in the Plan. To the extent the terms and conditions set forth in this Agreement differ in any way from the terms and conditions set forth
representations and warranties may have heretofore been amended, modified or waived in writing in accordance with the Credit Agreement. 5. The Lead Borrower hereby represents and warrants to the Lenders and the Administrative Agent as of the Effective...Credit Agreement • May 1st, 2020 • Designer Brands Inc. • Retail-shoe stores
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 1st, 2020 • Designer Brands Inc. • Retail-shoe stores • Ohio
PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of April 30, 2020 (the “Effective Date”), made by each of the Grantors referred to below, in favor of PNC Bank, National Association, in its capacity as administrative and collateral agent for the Secured Parties referred to below (in such capacity, together with its successors and assigns in such capacity, if any, the “Agent”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 1st, 2020 • Designer Brands Inc. • Retail-shoe stores
This Third Amendment to Credit Agreement is dated as of March 16, 2020, by and among Designer Brands Inc., an Ohio corporation (f/k/a DSW Inc.) (the “Lead Borrower”), PNC Bank, National Association (“PNC Bank”) and the other Lenders party hereto, and PNC Bank, in its capacity as administrative agent for the Lenders (hereinafter referred to in such capacity as the “Administrative Agent”) (the “Third Amendment”).
RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • May 1st, 2020 • Designer Brands Inc. • Retail-shoe stores • Ohio
This Agreement is entered into in Franklin County, Ohio. On the Grant Date, Designer Brands Inc., an Ohio corporation (the “Company”), has awarded to the Participant Restricted Stock Units (the “Restricted Stock Units” or “Award”), representing an unfunded unsecured promise of the Company to deliver common shares, without par value, of the Company (the “Shares”) to the Participant as set forth herein. The Restricted Stock Units have been granted pursuant to the Designer Brands Inc. 2014 Long-Term Incentive Plan, as amended (the “Plan”), and shall be subject to all provisions of the Plan, which are incorporated herein by reference, and shall be subject to the provisions of this Restricted Stock Units Agreement (this “Agreement”). The participation of the Participant in the Plan is entirely voluntary and not obligatory. Capitalized terms used in this Agreement which are not specifically defined shall have the meanings ascribed to such terms in the Plan. To the extent the terms and condit
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 1st, 2020 • Designer Brands Inc. • Retail-shoe stores
This First Amendment to Credit Agreement is dated as of January 30, 2018, by and among DSW Inc., an Ohio corporation (the “Lead Borrower”), PNC Bank, National Association (“PNC Bank”) and the other Lenders party hereto, and PNC Bank, in its capacity as administrative agent for the Lenders (hereinafter referred to in such capacity as the “Administrative Agent”) (the “First Amendment”).
NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 1st, 2020 • Designer Brands Inc. • Retail-shoe stores • Ohio
This Agreement is entered into in Franklin County, Ohio. On the Grant Date, Designer Brands Inc., an Ohio corporation (the “Company”), has awarded to the Participant, an option (the “Option”) to purchase common shares, without par value, of the Company (the “Shares”) for the Exercise Price per share. The Option has been granted under the Designer Brands Inc. 2014 Long Term Equity Incentive Plan, as amended (the “Plan”), and will include and be subject to all provisions of the Plan, which are incorporated herein by reference, and will be subject to the provisions of this Agreement. Capitalized terms used in this Agreement which are not specifically defined will have the meanings ascribed to such terms in the Plan. To the extent the terms and conditions set forth in this Agreement differ in any way from the terms and conditions set forth in the Plan, the terms of the Plan shall govern. This Option shall vest and become exercisable in five installments, which shall be as nearly equal as p
FIRST AMENDMENT TO STANDARD EXECUTIVE SEVERANCE AGREEMENTStandard Executive Severance Agreement • May 1st, 2020 • Designer Brands Inc. • Retail-shoe stores
This First Amendment to Standard Executive Severance Agreement (“Amendment”) is made effective as of the date signed (“Effective Date”) by and between DSW Inc., an Ohio corporation (the “Company”) and Thomas Jessep (the “Executive”);
THIS FORM OF AWARD AGREEMENT IS PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Stock Units Award Agreement • May 1st, 2020 • Designer Brands Inc. • Retail-shoe stores • Ohio
This Award Agreement describes many features of your Award and the conditions you must meet before you may receive the value associated with your Award. To ensure you fully understand these terms and conditions, you should:
DESIGNER BRANDS INC. PERFORMANCE STOCK UNIT AGREEMENTPerformance Stock Unit Agreement • May 1st, 2020 • Designer Brands Inc. • Retail-shoe stores • Ohio
This Agreement is entered into in Franklin County, Ohio. On the Grant Date, Designer Brands Inc., an Ohio corporation (the “Company”), has awarded to the Participant Performance Units (the “Performance Units” or “Award”), representing an unfunded unsecured promise of the Company to deliver Class A common shares, without par value, of the Company (the “Shares”) to the Participant as set forth herein. The Performance Units have been granted pursuant to the Designer Brands Inc. 2014 Long-Term Incentive Plan, as amended (the “Plan”), and shall be subject to all provisions of the Plan, which are incorporated herein by reference, and shall be subject to the provisions of this Performance Unit Agreement (this “Agreement”). Capitalized terms used in this Agreement which are not specifically defined shall have the meanings ascribed to such terms in the Plan. To the extent the terms and conditions set forth in this Agreement differ in any way from the terms and conditions set forth in the Plan,
