Cash and equivalents

EX-10.2 3 l29149aexv10w2.htm EX-10.2 EX-10.2
 

Exhibit 10.2
DSW INC. SUMMARY OF DIRECTOR COMPENSATION
1.   Pursuant to the terms of the DSW Inc. 2005 Equity Incentive Plan (the “Equity Incentive Plan”), each director who is not a member of management of DSW or Retail Ventures, Inc. receives:
  •   An annual retainer of $110,000; and
 
  •   An additional annual retainer for committee service for each committee on which such director serves (provided that the committee chairs do not receive such additional retainer) as follows:
  •   Audit Committee — $15,000
 
  •   Compensation Committee — $11,500
 
  •   Nominating and Corporate Governance Committee — $7,500
The annual retainers shall be paid as follows:
  •   One-half in cash, payable in quarterly installments on the last day of each fiscal quarter; and
 
  •   One-half in stock units, payable on the date of each annual meeting of the shareholders for the purpose of electing directors, determined by dividing the amount of the retainer to be paid in stock units by the “Fair Market Value” of a share of “Stock” on the “Grant Date” pursuant to Section 7.01[3] of the Equity Incentive Plan.
2.   The Chairman of the Nominating and Corporate Governance Committee receives an additional annual cash retainer of $20,000, payable in quarterly installments of $5,000 on the last day of each fiscal quarter, for service as the Chair of the Nominating and Corporate Governance Committee.
3.   The Chairman of the Compensation Committee receives an additional annual cash retainer of $30,000, payable in quarterly installments of $7,500 on the last business day of each fiscal quarter, for service as the Chair of the Compensation Committee.
4.   The Chairman of the Audit Committee receives an additional cash retainer of $35,000, payable in quarterly installments of $8,750 on the last business day of each fiscal quarter, for service as the Chair of the Audit Committee.
5.   Non-management directors may elect to have any of their cash retainers paid in the form of stock units in lieu of cash.
6.   For fiscal 2007, each non-management director shall receive an additional stock grant equal to $5,000.