Exhibit 10.1


 


Certain
confidential information contained in this exhibit was omitted by means of redacting a portion of the text and replacing it with
[*****], pursuant to Regulation S-K Item 601(b) of the Securities Act of 1933, as amended. Certain confidential information has
been excluded from the exhibit because it is (i) not material and (ii) would be competitively harmful if publicly disclosed.


 





 





December 8, 2020


 





Dear Mr. Mazouzi:


 


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, 2021 through December 31, 2023 unless sooner terminated in accordance with Paragraph 9 of this Agreement (the “Term”).
At the expiration of the term of this Agreement, unless you are (a) notified that your employment shall be terminated, or (b)
this Agreement is renewed in some form, your employment shall continue on an at-will basis, at the same terms as contained herein.



 


		2.	Position.
                                         Chief Financial Officer. You shall report to the Chief Operating 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.
                                         $550,000 per annum (paid in accordance with normal Company practice) from January 1,
                                         2021 through December 31, 2021; $575,000 per annum (paid in accordance with normal Company
                                         practice) from January 1, 2022 through December 31, 2022; and $600,000 per annum (paid
                                         in accordance with normal Company practice) from January 1, 2023 through December 31,
                                         2023.



 


		4.	Annual
                                         Performance Bonus. You shall be eligible to receive a performance bonus for each
                                         of 2021, 2022 and 2023 based on the actual diluted EPS of the Company in relation to
                                         the plan submitted to the Company’s Board of Directors (the “Plan”).
                                         Your bonus shall be calculated as follows:



 


	Diluted
    EPS	Bonus
    as % of Salary
	Maximum
    (130% of Plan)	80%
	Target
    (100% of Plan)	50%
	Threshold
    (90% of Plan)	20%






    	 



    	 



    






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For
actual diluted EPS amounts between the Threshold and Target amounts or between the Target and Maximum amounts, the bonus payable
shall be calculated based on a straight-line interpolation between the respective amounts. For example, if actual diluted EPS
were 110% of Plan, the Bonus payable would be 60% of Salary. Such bonus (net of any deductions required to be withheld by any
applicable laws and regulations) shall be payable on or about March 15th of the following year.


 


		5.	Restricted
                                         Stock. On January 4, 2021, you shall be granted shares of restricted stock vesting
                                         20% per year for five years commencing on the first anniversary of the grant date. The
                                         number of restricted shares to be issued shall be determined by dividing One Million
                                         Dollars ($1,000,000) by the closing price of the common stock of the Company on January
                                         4, 2021.



 


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



 


		7.	Benefits.
                                         You shall be eligible to participate in Steven Madden, Ltd.’s benefit plans on
                                         the same basis as other senior executives.



 


		8.	Paid
                                         Time Off. You shall be entitled to four weeks paid time off per year.



 


		9.	Termination.



 


		(a)	Involuntary
                                         Termination. The Company has the right to terminate your employment 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 for the year prior to termination, which such Bonus shall still be payable
                                         on or about March 15th of the year following its accrual.



 


		(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 moral turpitude (whether or not a felony);







    	 



    	 



    




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		(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)	Termination
                                         for Good Reason. You may terminate your employment for Good Reason (as defined below)
                                         and subject to your execution of the release described in subparagraph (g) below, you
                                         will be entitled to the same post-employment payments set forth in subsection (a) above.
                                         For purposes of this Agreement, resigning with “Good Reason” means that you
                                         resign from employment after the occurrence of any of the following: (i) a material diminution
                                         in your authority, duties or responsibilities, (ii) a material reduction in your aggregate
                                         compensation (excluding bonuses for which you did not qualify) unless such reduction
                                         is concurrently made to all of the Company’s senior management, (iii) the Company
                                         relocates more than twenty-five (25) miles from New York City, or (iv) a material breach
                                         of any other material term of this Agreement; provided, however, that any such condition
                                         shall not constitute Good Reason unless you provide written notice to the Company of
                                         the condition claimed to constitute Good Reason within thirty (30) days of the initial
                                         existence of such condition and, thereafter, the Company fails to cure such condition
                                         within thirty (30) days following its receipt of such written notice.



 


		(d)	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)
                                         any accrued and unpaid Bonus amount described in Paragraph 4 for the year prior to termination,
                                         which such Bonus shall still be payable on or about March 15th of the year
                                         following its accrual.







    	 



    	 



    




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		(e)	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) any accrued
                                         and unpaid Bonus amount described in Paragraph 4 for the year prior to your death, which
                                         such Bonus shall still be payable on or about March 15th of the year following
                                         its accrual.



 


		(f)	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 or you quit for Good Reason, 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 pervious 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.



 


		(g)	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.



 


		10.	Non-Solicitation/Non-Competition
                                         Agreement. You recognize that the services to be performed by you hereunder are special
                                         and unique. In consideration of the compensation granted herein, you agree that for as
                                         long as you are receiving your Salary under this Agreement or, if you are terminated
                                         by the Company for Cause or if you quit or resign your position without Good Reason,
                                         through December 31, 2023, 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, [*****], (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.







    	 



    	 



    




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		11.	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.



 


		12.	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.



 


		13.	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.







    	 



    	 



    




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		14.	Governing
                                         Law; Injunctive Relief.



 


		14.1	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.



 


		14.2	You
                                         acknowledge and agree that, in the event you shall violate any of the restrictions of
                                         Paragraphs 10, 11, 12 or 13 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.



 


		15.	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.



 


		16.	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: Chief
                                         Executive Officer, 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 16.



 


		17.	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.



 


		18.	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.



 


		19.	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/ Zine
    Mazouzi
	 	 	Zine Mazouzi