Exhibit 10.1




 





 


 


March 11, 2015 


 


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. March 9, 2015 through December 31, 2016 unless sooner terminated in
                                         accordance with Paragraph 7 of this Agreement (the “Term”).



 


		2.	Position.
                                         Brand Director. You shall report to the Chief Executive Officer 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.
                                         $761,250 per annum (paid in accordance with normal Company practice) from March 9, 2015
                                         through December 31, 2016.



 


		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 two weeks of signing of this Agreement, you shall be granted 20,000
                                         shares of restricted stock. The shares shall vest 331⁄3 % on the third anniversary
                                         of the grant date; 331⁄3 % on the fourth anniversary of the grant date; and 331⁄3
                                         % on the fifth 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, 2017, 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