Exhibit 10.1


		
         Steven Madden, Ltd.,
52-16 Barnett Avenue, Long Island City, NY 11104

        Phone: 718-446-1800



 


January 2, 2013


  


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. January 1, 2013 through December 31, 2014
unless sooner terminated in accordance with Paragraph 7 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. $725,000 per annum (paid in accordance with normal
Company practice).



 


		4.	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.



 


		5.	Car Allowance. You shall receive a car allowance of $1,500
per month.



 


		6.	Restricted Stock. Within three business days of the signing
of this agreement, you shall be granted 16,667 shares of restricted stock. The shares shall vest 20% each year for five years commencing
on the first anniversary of the grant date.



 


		7.	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 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.


 






    	 



    	 



    
 

		(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 violation of fiduciary duty owed to the Company, or any of its subsidiaries or affiliates; 
	 	 	 



		(v)	any grossly negligent act or omission or any willful and deliberate
misconduct by you that results, or is likely to result, in material economic, or other harm, to the Company, or any of its subsidiaries
or affiliates; or
	 	 	 



		(vi)	you violate or pay fines, suffer sanctions or injunctive relief relating
to (whether or not you are found to have violated ) any federal or state securities laws, rules or regulations or the rules and
regulations of any stock exchange on which the Company is listed or included.
	 	 	 



		(c)	Disability. You shall be considered to be “Disabled” if, in the Company’s
reasonable opinion after receiving the written report of an independent physician selected by the Company, you are incapable, due
to mental or physical disability, of performing the essential functions of your duties for a period of sixty (60) days (whether
or not consecutive) during any period of one hundred twenty (120) days. In the event you shall become Disabled during the Term,
the Company may terminate your employment and the Term and the Company shall have no further obligation or liabilities to you,
except (i) payment of accrued and unpaid Salary described in Paragraph 3 through the date of termination plus (ii) Salary payments
described in Paragraph 3, at the regular intervals of payment for the twelve (12) month period immediately subsequent to the date
of your termination.


 






    	 



    	 



    
 

		(d)	Death. In the event of your death, your employment and the Term shall terminate immediately
and the Company shall have no further obligation or liabilities to you or your estate except that your estate shall be entitled
to receive (i) payment of accrued and unpaid Salary described in Paragraph 3 through the date of termination plus (ii) Salary payments
described in Paragraph 3, at the regular intervals of payment for the twelve (12) month period immediately subsequent to the date
of your death.
	 	 	 



		(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 (i) the average amount of total compensation actually received
by you for the preceding three calendar years multiplied by 3 or (ii) 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.
	 	 	 



		(f)	Termination Payment. Provided the Company makes the payments required under this Agreement
that are attributable to the termination of your employment, such payments shall be in full and complete satisfaction and release
of any and all claims you or your beneficiaries, estate or legal representatives may have against the Company and/or its subsidiaries
or affiliates hereunder. Notwithstanding anything contained in this Agreement, the Company shall have no obligation to make any
payment to you under this Agreement unless and until you execute and deliver to the Company a general release from any and all
liability and all applicable periods of time have expired such that the Company shall irrevocably be entitled to enjoy the benefits
of the aforementioned release.
	 	 	 



		8.	Non-Solicitation/Non-Competition Agreement. You recognize
that the services to be performed by you hereunder are special and unique you acknowledge that the restrictions set forth in this
Paragraph 8 and in Paragraphs 9, 10 and 11 of this Agreement are fair and reasonable. In consideration of the compensation granted
herein, you agree that, through December 31, 2015, you shall not, directly or indirectly, anywhere in the United States, whether
individually or as a principal officer, employee, partner, member, director or agent of, or consultant for, any person or entity:
(i) become employed by, an owner of, or otherwise affiliated with, or furnish services to, any business that competes with the
Company, (ii) solicit any business from any customers of the Company, or (iii) hire, offer to hire, entice away, or in any manner
persuade or attempt to persuade any employee of the Company to discontinue his/her employment with the Company or any other party
that has a business relationship with the Company to discontinue his/her/its business relationship with the Company.



 






    	 



    	 



    
 


		9.	Discoveries. You agree to disclose promptly in writing to
the Board of Directors of the Company all ideas, processes, methods, devices, business concepts, inventions, improvements, discoveries,
know-how and other creative achievements (hereinafter referred to collectively as “Discoveries”) to the extent such
Discoveries have been reduced to practice, in whole or in part, whether or not the same or any part thereof is capable of being
patented, trademarked, copyrighted, or otherwise protected, which you, while employed by the Company, conceive, make, develop,
acquire or reduce to practice, whether acting alone or with others and whether during or after usual working hours, and which are
related to the Company’s business or interests, or are used or usable by the Company, or arise out of or in connection with
the duties performed by you. You hereby transfer and assign to the Company all right, title and interest in and such Discoveries
that are conceived, made, developed, acquired or reduced to practice during your employment with the Company, including any and
all domestic and foreign copyrights and patent and trademark rights therein and any renewals thereof. On request of the Company,
You will, without any additional compensation, from time to time during, and after the expiration or termination of, the Term,
execute such further instruments (including applications for copyrights, patents, trademarks and assignments thereof) and do all
such other acts and things as may be deemed necessary or desirable by the Company to protect and/or enforce its rights in respect
of such Discoveries. All reasonable expenses incurred by you in complying with the Company’s request and all expenses of
filing or prosecuting any patent, trademark or copyright application shall be borne by the Company, but you shall cooperate in
filing and/or prosecuting any such application.



 


10.             
Covenant Not to Disclose.
You covenant and agree that you will not at any time during or after the Term, reveal, divulge or make known to any person (other
than (i) to the Company, or (ii) in the regular course of business of the Company) or use for your own account any confidential
or proprietary records, data, processes, ideas, methods, devices, business concepts, inventions, discoveries, know-how, trade secrets
or any other confidential or proprietary information whatsoever (the “Confidential Information”) previously possessed
or used by the Company or any of its subsidiaries or affiliates, (whether or not developed, devised or otherwise created in whole
or in part by your efforts) and made known to you by reason of your employment by or affiliation with the Company. You further
covenant and agree that you shall retain all such knowledge and information which you shall acquire or develop respecting such
Confidential Information in trust for the sole benefit of the Company and its successors and assigns. Additionally, you agree that
all right, title and interest in and to any discoveries, processes, ideas, methods and/or business concepts that you develop during
the Term relating to the business of the Company are, and shall remain the property of the Company, and you hereby assign to the
Company any right, title and interest you might otherwise claim therein. 


 


11.            
Business Materials, Covenant to Report.
All written materials, records and documents made by you or coming into your possession concerning the business or affairs of the
Company shall be the sole property of the Company and, upon the termination or expiration of your employment with the Company or
upon the request of the Company at any time, you shall promptly deliver the same to the Company and shall retain no copies thereof.
You agree to render to the Company such reports of your activities or activities of others under your direction during the Term
as the Company may request.


 


		12.	Governing Law; Injunctive Relief.



 


	 	12.1	The validity,
interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of New York,
excluding choice of law rules thereof.
	 	 	 
		12.2	You acknowledge and agree that, in the event you shall violate any of the restrictions of Paragraphs
8, 9, 10 or 11 hereof, the Company will be without an adequate remedy at law and will therefore be entitled to enforce such restrictions
by temporary or permanent injunctive or mandatory relief in any court of competent jurisdiction without the necessity of proving
damages or posting a bond or other security, and without prejudice to any other remedies which it may have at law or in equity.
Each of you and the Company acknowledges and agrees that, in addition to any other state having proper jurisdiction, any such relief
may be sought in, and for such purpose each of you and the Company consents to the jurisdiction of, the courts of the State of
New York.



 






    	 



    	 



    
 


		13.	Assignment. This Agreement, as it relates to your employment,
is a personal contract and your rights and interests hereunder may not be sold, transferred, assigned, pledged or hypothecated.



 


		14.	Notices. Any and all notices or other communications or deliveries
required or permitted to be given or made pursuant to any of the provisions of this Agreement shall be deemed to have been duly
given or made for all purposes when hand delivered or sent by certified or registered mail, return receipt requested and postage
prepaid, overnight mail or courier, or facsimile, addressed, if to the Company, at the Company’s offices, Attn: President,
and if to you, at the address of your personal residence as maintained in the Company’s records, or at such other address
as any party shall designate by notice to the other party given in accordance with this Paragraph 14.



 


		15.	Entire Agreement. This Agreement represents the entire understanding
and agreement between the parties hereto with respect to the subject matter hereof, supersedes all prior agreements between such
parties with respect to the subject matter hereof, and cannot be amended, supplemented or modified orally, but only by an agreement
in writing signed by the party against whom enforcement of any such amendment, supplement or modification is sought.



 


		16.	Execution in Counterparts; Signatures; Severability. This
Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute
one and the same instrument. Facsimile or electronic mail signatures hereon shall constitute original signatures. If any provisions
of this Agreement as applied to any part or to any circumstance shall be adjudged by a court to be invalid or unenforceable, the
same shall in no way affect any other provision of this Agreement, the application of such provision in any other circumstances
or the validity or enforceability of this Agreement.



 


		17.	Representation by Counsel; Interpretation. Each party acknowledges
that it has been represented by counsel or has had the opportunity to be represented by counsel in connection with this Agreement
and the transactions contemplated by this Agreement. Accordingly, any rule or law or any legal decision that would require interpretation
of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived by such
parties. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the parties hereto.



 


	 	STEVEN MADDEN, LTD.
	 	 	 
	Signature:	By:	/s/ Edward R. Rosenfeld
	 	 	Edward R. Rosenfeld, CEO
	 	 	 
	Counter-signature:	/s/ Robert Schmertz
	 	Robert Schmertz