Exhibit
10.4


 





FIRST
AMENDMENT TO EMPLOYMENT AGREEMENT


This
First Amendment dated as of May 15, 2017 (this “Amendment”) to that certain Employment Agreement dated April
5, 2016 by and between Steven Madden, Ltd., a Delaware Corporation (the “Company”) and Michael Paradise (the
“Executive”), as amended.


W
I T N E S S E T H:


WHEREAS,
the Company and the Executive are parties to that certain Employment Agreement, dated April 5, 2016 (the “Original
Agreement”); and


WHEREAS,
the Executive and the Company desire to amend the Original Agreement in certain respects;


NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:


		1.	Effective
                                         as of the date of this Amendment, the Original Agreement is amended by the deletion of
                                         Section 10(e) in its entirety and the insertion of the following Section 10(e) in lieu
                                         thereof:




		2.	“(e)
                                         Change of Control. The term “Change of Control”, as used herein, shall
                                         mean when any person or group (excluding the Company or any of its affiliates) becomes
                                         the beneficial owner of securities representing 50% or more of the combined voting power
                                         of the Company’s then outstanding securities. If, during the period commencing
                                         30 days prior to a Change of Control and ending 180 days after a Change of Control, you
                                         are terminated by the Company other than for Cause, you are entitled to receive an amount
                                         equal to the lesser of (A) two and one-half (2.5) times the sum of (i) the annual Base
                                         Salary to which you were entitled under Section 3 as of the date termination plus (ii)
                                         the average cash bonus received by the Executive for the preceding three-year period
                                         ending on the last previous December 31st or (B) the maximum amount which
                                         is tax deductible to the Company under Internal Revenue Code Section 280G. The foregoing
                                         shall be in lieu of, and not in addition to, any other payments or compensation you would
                                         otherwise be entitled to hereunder as a result of your termination.”




 


		3.	As
                                         hereinabove modified, all of the terms and provisions of the Original Agreement shall
                                         remain in full force and effect.




[SIGNATURE
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IN
WITNESS WHEREOF, the parties hereto have executed this First Amendment to Employment Agreement on the date set forth above.


	 	 	 
	 	STEVEN MADDEN, LTD.
	 	 	 
	 	By 	/s/
    Edward Rosenfeld
	 	Name:   	Edward Rosenfeld
	 	Title:	Chief Executive Officer
	 	 	 
	 	/s/
Michael Paradise
	 	Michael
Paradise 





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