UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported) July 13, 2006
(July 10, 2006)
DSW Inc.
(Exact name of registrant as specified in its charter)
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Ohio
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001-32545
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31-0746639 |
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(State or other jurisdiction
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(Commission
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( IRS Employer |
of incorporation)
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File Number)
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Identification No.) |
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4150 E. Fifth Avenue, Columbus, Ohio
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43219 |
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(Address of principal executive offices)
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(Zip Code) |
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 10, 2006, DSW Inc. (the Company) named Harris Mustafa as Executive Vice
President, Supply Chain and Merchandise Planning and Allocation of the Company. Pursuant to the
terms of his employment agreement with the Company, dated July 13, 2006 (the Employment
Agreement), Mr. Mustafa will receive an annual base salary of $465,000. The Company also agreed
to pay a signing bonus of $75,000 to Mr. Mustafa. Mr. Mustafa will also be eligible to receive a
cash incentive bonus under the Companys Incentive Compensation Plan. The Company intends to
provide Mr. Mustafa with an annual cash bonus of 50% of his base salary based on his achievement of
incentive goals in the Companys Incentive Compensation Plan, up to a maximum of 100% of his base
salary. Mr. Mustafa will also receive, subject to certain conditions set forth in the Employment
Agreement, (i) options to purchase 30,000 shares of the Companys Class A common stock at an
exercise price equal to the closing price of the Companys common stock on the date such grant,
subject to a 5-year vesting period and (ii) 5,500 restricted stock units with cliff vesting of 100% as
of July 10, 2010. The Company will also provide Mr. Mustafa with a comprehensive relocation
package and an after-tax perquisite allowance of $21,000 per year. In the event that Mr. Mustafas
employment is terminated involuntarily by the Company without cause (as such term is defined in the
Employment Agreement), (i) the Company will continue to pay Mr. Mustafas base salary at the rate
then in effect for a period of 12 months, provided that
Mr. Mustafa promptly and reasonably pursues
new employment, (ii) the Company will reimburse Mr. Mustafa for COBRA costs for up to 12 months,
subject to certain conditions, (iii) the Company will pay to Mr. Mustafa the pro rata share of any
cash incentive bonus that he would have received had he not been terminated, and (iv) Mr. Mustafa
may exercise any outstanding stock options which are vested on the date of his termination and
those stock options that would have vested during the one year following his termination. In the
event that Mr. Mustafa becomes employed as an employee or a consultant during the 12 month period
following his involuntary termination by the Company, Mr. Mustafas base salary to be paid by the
Company will be reduced to 50% of the base salary amount for the remainder of the 12 month salary
continuation period. The foregoing summary is qualified in its
entirety by reference to the full
and complete terms of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1
and is hereby incorporated by reference into this Item 1.01
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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Exhibit Number |
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Description |
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10.1
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Employment Agreement, dated July 13, 2006, between DSW
Inc. and Harris Mustafa. |