Exhibit 10.5

                                                        Draft of October 8, 2007
                                                         Chief Executive Officer

                           RESTRICTED STOCK AGREEMENT
                                 PURSUANT TO THE
                  STEVEN MADDEN, LTD. 2006 STOCK INCENTIVE PLAN



         This agreement (the  "Agreement)  evidences a grant of shares by Steven
Madden,  Ltd. (the "Company") under the Steven Madden, Ltd. 2006 Stock Incentive
Plan (the "Plan") of Company common stock,  par value $0.0001 per share ("Common
Stock" or the  "Shares"),  subject to  certain  restrictions,  (the  "Restricted
Stock"),  to the  Participant  named  below.  Unless  otherwise  indicated,  any
capitalized  term used but not defined herein shall have the meaning ascribed to
such term in the Plan.

1.       Participant:      [________________________]

2.       Grant Date:       [________],  200_

3.       Number of Shares granted subject to restriction:  [_________].

4.       Restrictions  on Transfer.  The Participant  shall not sell,  transfer,
pledge,  hypothecate,  assign or otherwise dispose of the Shares,  except as set
forth  in  the  Plan  or  Agreement.  Any  attempted  sale,  transfer,   pledge,
hypothecation, assignment or other disposition of the Shares in violation of the
Plan or this Agreement shall be void and of no effect and the Company shall have
the right to  disregard  the same on its books and  records  and to issue  "stop
transfer" instructions to its transfer agent.

5.       Restricted Stock.
         ----------------

         (a)      Retention  of  Certificates.  Promptly  after the date of this
Agreement,   the  Company  shall  issue  stock  certificates   representing  the
Restricted Stock unless, to the extent permitted under applicable law, it elects
to issue the  Shares in the form of  uncertificated  shares and  recognize  such
ownership through an uncertificated book entry account maintained by the Company
(or its  designee)  on behalf of the  Participant  or  through  another  similar
method. The stock certificates shall be registered in the Participant's name and
shall bear any legend  required  under the Plan or Section 6 of this  Agreement.
Unless held in uncertificated  book entry form, such stock certificates shall be
held in custody by the Company (or its designated  agent) until the restrictions
thereon shall have lapsed.  Upon the Company's  request,  the Participant  shall
deliver to the Company a duly signed stock power, endorsed in blank, relating to
the  Restricted  Stock.  If  the  Participant   receives  a  stock  dividend  or
extraordinary cash dividend on the Restricted Stock or the Participant  receives
any other  shares,  securities,  moneys or  property  (other than  regular  cash
dividends on and after the date of this  Agreement)  representing a distribution
or return of capital upon or in respect of the  Restricted  Stock  pursuant to a
stock split,  reclassification or other like changes of the Restricted Stock, or
otherwise  received in exchange  therefor,  and any warrants,  rights or options
issued to the Participant in respect of the Restricted Stock  (collectively  "RS
Property") as long as the Restricted Stock remains  "Restricted  Stock," such RS
Property shall be subject to the same  restrictions as the Restricted Stock with
regard to which they are issued and shall herein be encompassed  within the term
"Restricted Stock."

         (b)      Rights with Regard to Restricted  Stock.  The Participant will
have the right to vote the Restricted Stock, to receive and retain all dividends
payable  to  holders  of Shares of  record  on and  after  the  transfer  of the
Restricted  Stock  (although  such  dividends  shall be  treated,  to the extent
required by applicable law, as additional  compensation for tax purposes if paid
on  Restricted  Stock and stock  dividends  will be subject to the  restrictions
provided  in  Section  5(c)),  and to  exercise  all other  rights,  powers  and
privileges of a holder of Common Stock with respect to the Restricted  Stock set
forth in the Plan,  with the exceptions  that: (i) the  Participant  will not be
entitled to delivery of the stock  certificate or certificates  representing the
Restricted  Stock until the  Restriction  Period  shall have  expired;  (ii) the
Company (or its designated  agent) will retain custody of the stock  certificate
or  certificates  representing  the  Restricted  Stock and the other RS Property
during the  Restriction  Period;  (iii) no RS Property shall bear interest or be
segregated in separate  accounts  during the  Restriction  Period;  and (iv) the
Participant  may not sell,  assign,  transfer,  pledge,  exchange,  encumber  or
dispose of the Restricted Stock during the Restriction Period.

         (c)      Vesting. The Restricted Stock shall become vested and cease to
be  Restricted  Stock (but shall remain  subject to Sections  5(g) and 7 of this
Agreement)  25% on the first  anniversary  of the Grant Date,  25% on the second
anniversary  of the Grant Date,  25% on the third  anniversary of the Grant Date
and  25% on the  fourth  anniversary  of  the  Grant  Date;  provided  that  the
Participant has not had a Termination  any time prior to the applicable  vesting
date.

<PAGE>

         The Shares of Restricted  Stock will become fully vested on a Change in
Control.

         Upon vesting, the Company shall promptly issue and deliver,  unless the
Company  is  using  book  entry,  to the  Participant  a new  stock  certificate
registered in the name of the Participant for such Shares without the legend set
forth in Section 6 hereof and deliver to the  Participant  any related  other RS
Property, subject to applicable withholding.

         (d)      Termination; Forfeiture.
                  -----------------------

                  (i) Except as provided in Section  5(d)(ii),  the  Participant
shall  forfeit  to the  Company,  without  compensation,  any and all  Shares of
Restricted  Stock that are not vested (but no vested  portion of the Shares) and
RS Property upon the Participant's Termination of Employment for any reason.

                  (ii)  The  terms  of  the  employment  agreement  between  the
Participant and the Company shall control the vesting of the Restricted Stock on
any  Termination.  In  addition,  in the event of:  (A) any  non-renewal  of the
Participant's  employment agreement with the Company or (B) a termination of the
Participant's  employment  by the  Company  without  Cause (as  defined  in such
employment  agreement),  all  restrictions  on the  Shares  shall  lapse and the
Restricted  Stock shall  immediately  vest and cease to be Restricted Stock (but
shall remain subject to Sections 5(g) and 7 of this Agreement).

         (e)      Withholding.  Participant  shall pay, or make  arrangements to
pay, in a manner  satisfactory to the Company,  an amount equal to the amount of
all  applicable  federal,  state and local or foreign  taxes that the Company is
required  to  withhold at any time.  In the  absence of such  arrangements,  the
Company or one of its  Affiliates  shall have the right to  withhold  such taxes
from the  Participant's  normal pay or other amounts payable to the Participant.
In addition,  any statutorily required withholding  obligation may be satisfied,
in whole or in  part,  at the  Participant's  election,  in the form and  manner
prescribed by the  Committee,  by delivery of Shares of Common Stock  (including
Shares issuable under this Agreement).

         (f)      Section 83(b). If the Participant properly elects (as required
by  Section  83(b)  of the  Code)  within  30 days  after  the  issuance  of the
Restricted  Stock to include in gross income for federal  income tax purposes in
the year of issuance the fair market value of such Shares of  Restricted  Stock,
the Participant  shall pay to the Company or make  arrangements  satisfactory to
the Company to pay to the Company  upon such  election,  any  federal,  state or
local taxes required to be withheld with respect to the Restricted Stock. If the
Participant  shall fail to make such payment,  the Company shall,  to the extent
permitted  by law,  have  the  right to  deduct  from  any  payment  of any kind
otherwise due to the Participant  any federal,  state or local taxes of any kind
required by law to be withheld with respect to the Restricted  Stock, as well as
the rights set forth in Section 5(e) hereof.  The Participant  acknowledges that
it is his or her sole responsibility,  and not the Company's, to file timely and
properly  the election  under  Section  83(b) of the Code and any  corresponding
provisions of state tax laws if he or she elects to utilize such election.

         (g)      Delivery Delay.  The delivery of any certificate  representing
the  Restricted  Stock or other RS Property  may be postponed by the Company for
such period as may be required for it to comply with any  applicable  federal or
state securities law, or any national securities  exchange listing  requirements
and the Company is not obligated to issue or deliver any  securities  if, in the
opinion of counsel for the Company, the issuance of such Shares shall constitute
a violation by the Participant or the Company of any provisions of any law or of
any  regulations  of  any  governmental  authority  or any  national  securities
exchange.

6.       Legend.  All certificates  representing the Restricted Stock shall have
endorsed  thereon the legends (a) required  under Section 8.2(d) of the Plan and
(b) any legend  required to be placed thereon by applicable blue sky laws of any
state. Notwithstanding the foregoing, in no event shall the Company be obligated
to issue a certificate  representing  the Restricted  Stock prior to the vesting
dates set forth above.

7.       Securities  Representations.   The  Shares  are  being  issued  to  the
Participant and this Agreement is being made by the Company in reliance upon the
following express representations and warranties of the Participant.

<PAGE>

         The Participant acknowledges, represents and warrants that:

         (a)      He  or  she  has  been  advised  that  he  or  she  may  be an
"affiliate"  within the meaning of Rule 144 under the Securities Act of 1933, as
amended (the "Act") and in this connection the Company is relying in part on his
or her representations set forth in this section.

         (b)      If he or she is deemed an affiliate within the meaning of Rule
144 of the Act, the Shares must be held  indefinitely  unless an exemption  from
any  applicable  resale  restrictions  is  available  or the  Company  files  an
additional  registration  statement (or a "re-offer  prospectus") with regard to
such Shares and the Company is under no obligation to register the Shares (or to
file a "re-offer prospectus").

         (c)      If he or she is deemed an affiliate within the meaning of Rule
144 of the Act, he or she understands that the exemption from registration under
Rule 144 will not be available  unless (i) a public  trading  market then exists
for the Common Stock of the Company,  (ii) adequate  information  concerning the
Company is then available to the public, and (iii) other terms and conditions of
Rule 144 or any exemption  therefrom are complied with; and that any sale of the
Shares may be made only in limited  amounts  in  accordance  with such terms and
conditions.

8.       No  Obligation  to  Continue  Employment.  This  Agreement  is  not  an
agreement of  employment.  This Agreement does not guarantee that the Company or
its  Affiliates  will employ or retain,  or to continue to, employ or retain the
Participant  during the entire,  or any portion of the, term of this  Agreement,
including  but not limited to any period  during which the  Restricted  Stock is
outstanding,  nor does it modify in any respect  the Company or its  Affiliate's
right to terminate or modify the Participant's employment or compensation.

9.       Power of Attorney.  The Company,  its successors and assigns, is hereby
appointed  the  attorney-in-fact,  with  full  power  of  substitution,  of  the
Participant for the purpose of carrying out the provisions of this Agreement and
taking any action and executing any instruments which such  attorney-in-fact may
deem necessary or advisable to accomplish the purposes hereof, which appointment
as attorney-in-fact  is irrevocable and coupled with an interest.  Nevertheless,
the Participant  shall,  if so requested by the Company,  execute and deliver to
the Company all such  instruments  as may, in the  judgment of the  Company,  be
advisable for the purpose.

10.      Rights as a  Stockholder.  The  Participant  shall  have no rights as a
stockholder  with respect to any Shares covered by the  Restricted  Stock unless
and until the Participant has become the holder of record of the Shares,  and no
adjustments shall be made for dividends in cash or other property, distributions
or other rights in respect of any such Shares, except as otherwise  specifically
provided for in the Plan.

11.      Provisions of Plan Control. This Agreement is subject to all the terms,
conditions  and  provisions  of the Plan,  including,  without  limitation,  the
amendment provisions thereof, and to such rules, regulations and interpretations
relating to the Plan as may be adopted by the  Committee and as may be in effect
from  time to  time.  The  Plan is  incorporated  herein  by  reference  and all
capitalized  terms in this Agreement  that are not otherwise  defined shall have
the same  meaning  as set  forth in the  Plan.  If and to the  extent  that this
Agreement conflicts or is inconsistent with the terms, conditions and provisions
of the Plan,  the Plan shall control,  and this Agreement  shall be deemed to be
modified  accordingly.  This Agreement contains the entire  understanding of the
parties  with  respect to the subject  matter  hereof and  supersedes  any prior
agreements  between the Company and the Participant  with respect to the subject
matter hereof.

12.      Acceptance.  As required by Section 8.2(b) of the Plan, the Participant
shall  forfeit the  Restricted  Stock if the  Participant  does not execute this
Agreement with a period of 60 days from the date the  Participant  receives this
Agreement (or such other period as the Committee shall provide).

13.      Miscellaneous.
         -------------

         (a)      This  Agreement  shall  inure to the benefit of and be binding
upon the  parties  hereto and their  respective  heirs,  legal  representatives,
successors and assigns.

         (b)      This  Agreement  shall be governed and construed in accordance
with the laws of Delaware  (regardless  of the law that might  otherwise  govern
under applicable Delaware principles of conflict of laws).

         (c)      This  Agreement  may be executed in one or more  counterparts,
all of which taken together shall constitute one contract.

<PAGE>

         (d)      The  failure  of any  party  hereto  at any  time  to  require
performance by another party of any provision of this Agreement shall not affect
the right of such party to require performance of that provision, and any waiver
by any  party of any  breach of any  provision  of this  Agreement  shall not be
construed as a waiver of any continuing or succeeding  breach of such provision,
a waiver of the provision itself, or a waiver of any right under this Agreement.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the Grant Date.


                                       STEVEN MADDEN, LTD.


                                       By: _________________________________

                                       Title:_______________________________







PARTICIPANT

__________________________________________
[Name]