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Exhibit 10.1

STEVEN MADDEN, LTD.
52-16 BARNETT AVENUE
LONG ISLAND CITY, NY 11104
T (718) 446-1800

 

 

October 7, 2009          

Dear Mr. Schmertz:

This letter (the “Agreement”) will set forth below the terms and conditions of your employment with Steven Madden, Ltd. (the “Company”):

 

 

1.

Term of Agreement : October 7, 2009 through December 31, 2012 unless sooner terminated in accordance with Paragraph 8 of this Agreement (the “Term”).

 

 

2.

Position : Brand Director. You shall report to the Creative and Design Chief or such other person as the Chief Executive Officer shall direct. You shall expend all of your working time to the Company and shall devote your best efforts, energy and skills to the Company and the promotion of its interests; you shall not take part in any activities detrimental to the best interest of the Company.

 

 

3.

Salary : $600,000 per annum (paid in accordance with normal Company practice) from the date hereof through December 31, 2009; and $660,000 per annum (paid in accordance with normal Company practice) from January 1, 2010 through December 31, 2012.

 

 

4.

2009 Bonus : You shall receive a performance bonus for 2009 of $300,000 (net of any deductions required to be withheld by any applicable laws and regulations) payable in two installments: (i) $200,000 payable within two weeks of the signing of this Agreement and (ii) $100,000 payable on or about March 15, 2010.

 

 

5.

Additional Discretionary Bonuses : The Company may pay you a bonus in such amount, if any, and at such time or times, as the Board of Directors may determine in its absolute discretion subject to the Company’s ordinary payroll practice.

 

 

6.

Car Allowance : You shall receive a car allowance of $1,250 per month.

 

 

7.

Stock Options : On October 8, 2009, you shall be granted 50,000 options. The options shall vest 20% each year for five years commencing on the first anniversary date of the grant of the options, have a term of seven years and have an exercise price equal to the market price on the last trading day prior to the grant date.

 

 

8.

Termination :

 

 

 

(a) Involuntary Termination . The Company has the right to terminate your employment, on written notice to you, at any time without Cause (as defined below). In the event the Company terminates your employment without Cause, then the Term shall terminate immediately, and you shall be entitled to receive only (i) Salary payments described in Paragraph 3, at the regular intervals of payment, from the date of termination through the date this Agreement would have otherwise terminated but for the involuntary termination plus (ii) any accrued and unpaid Bonus amount described in Paragraph 4.

 


 

 

 

(b) Voluntary Termination by you or Termination for Cause . You shall have the right to terminate your employment at any time for any reason (“Voluntary Termination”) and the Company shall have the right to terminate your employment at any time for Cause, on written notice to you, setting forth in reasonable detail the facts and circumstances resulting in the Cause upon which such termination is based. In the event of a Voluntary Termination or a termination by the Company for Cause, the Term shall terminate immediately and you shall be entitled only to any accrued and unpaid Salary described in Paragraph 3 through the date of termination. For the purpose of this Agreement, Cause shall mean:

 

 

 

 

 

(i)

a material breach by you of your material duties or obligations to the Company which is not remedied to the reasonable satisfaction of the Company within ten (10) days after the receipt by you of written notice of such breach from the Company;

 

 

 

 

(ii)

you are convicted of, or enter a guilty or “no contest” plea with respect to a felony or a crime of mural turpitude (whether or not a felony);

 

 

 

 

(iii)

you have an alcohol or substance abuse problem, which in the reasonable opinion of the Company materially interferes with your ability to perform your duties;

 

 

 

 

(iv)

any act or acts of personal dishonesty, fraud, embezzlement, misappropriation or conversion intended to result in your personal enrichment at the expense of the Company, or any of its subsidiaries or affiliates, or any other material breach or violat


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