Exhibit 10.1


 


December 30, 2016


 


Ms. Amelia Newton Varela


63 Papermill Road


Manhasset, New York 11030


 


Dear Ms. Newton Varela:


 


This letter
will set forth below the amended and restated terms and conditions of your employment with Steven Madden, Ltd. (the “Company”):


 


		1.	Term
                                         of Agreement. January 1, 2017 through December 31, 2019 (the “Term”),
                                         unless sooner terminated in accordance with Paragraph 7 of this Agreement.



 


		2.	Position.
                                         President of the Company. You shall report to the Chief Executive Officer (the “CEO”)
                                         or such other person as the CEO shall direct.



 


		3.	Salary.
                                         $630,000 per annum (paid in accordance with normal Company practice) from January 1,
                                         2017 through December 31, 2017; $650,000 per annum (paid in accordance with normal Company
                                         practice) from January 1, 2018 through December 31, 2018; and $670,000 per annum (paid
                                         in accordance with normal Company practice) from January 1, 2019 through December 31,
                                         2019.



 


		4.	Annual
                                         Bonus. You shall receive a performance bonus for each of 2017, 2018 and 2019 equal
                                         to 2% of the increase, if any, in total Company EBIT for that year over total Company
                                         EBIT for the immediately prior year, less any deductions as shall be required to be withheld
                                         by any applicable laws and regulations. EBIT from any business acquired after the date
                                         of the execution of this Amendment shall not be included in the bonus calculation. 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.	Options.
                                         You shall be granted 100,000 options on January 3, 2017. All options shall vest 25% each
                                         year for four years, commencing on the first anniversary date of the grant of the options,
                                         have a term of seven years and have an exercise price equal to the market price on the
                                         last trading day prior to the grant date.



 


		6.	Car
                                         Allowance. During the Term, you shall receive a car allowance of $1,250 per month.



 


		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 (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
                                         their 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);



 


		(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 payment of accrued and
                                         unpaid Salary described in Paragraph 3 through the date of termination plus 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
                                         their accrual.







    	 



    	 



    




		(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 payment of accrued and unpaid Salary
                                         described in Paragraph 3 through the date of termination plus 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 their
                                         accrual.



 


		(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 Letter 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.



 


		8.	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 and, if you are terminated
                                         by the Company for Cause or if you quit or resign your position, through December 31,
                                         2019, you shall not, (i) become employed by or otherwise affiliated with, nor furnish
                                         services to, any business that competes with the Company, (ii) solicit any business from
                                         any customers of the Company, or (iii) induce or encourage any employee of the Company
                                         (or its affiliates) to become employed by, or furnish services to, any business that
                                         competes with the Company.



 


		9.	Covenant
                                         Not to Disclose. You covenant and agree that you will not, to the detriment of the
                                         Company, 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.







    	 



    	 



    




		10.	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 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.



 


		11.	Governing
                                         Law; Injunctive Relief.



 


		11.1	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.



 


		11.2	You
                                         acknowledge and agree that, in the event you shall violate any of the restrictions of
                                         Paragraphs 8, 9 or 10 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.



 


		12.	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.



 


		13.	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: CEO,
                                         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 13.



 


		14.	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 (including, without limitation,
                                         the letter agreement between you and the Company dated April 29, 2008 and the letter
                                         agreement between you and the Company dated January 10, 2014, as amended), 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.



 


		15.	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.







    	 



    	 



    




		16.	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.



 


		17.	Clawback.
                                         Any amounts paid or payable to you pursuant to this Agreement or the Company’s equity
                                         or compensation plans shall be subject to recovery or clawback to the extent required
                                         by any applicable law or any applicable securities exchange listing standards.



 


		18.	409A.



 


		(a)	To
                                         the extent applicable, this Agreement shall be interpreted in accordance with Section
                                         409A of the Internal Revenue Code of 1986, as amended (the “Code”) and Department
                                         of Treasury regulations and other interpretive guidance issued thereunder (together,
                                         “Section 409A”).  Notwithstanding any provision of this Agreement to
                                         the contrary, if the Company determines that any compensation payable under this Agreement
                                         may be subject to Section 409A, the Company shall work in good faith with you to adopt
                                         such amendments to this Agreement or adopt other policies and procedures (including amendments,
                                         policies and procedures with retroactive effect), or take any other actions, that the
                                         Company determines are necessary or appropriate to avoid the imposition of taxes under
                                         Section 409A, including without limitation, actions intended to (A) exempt the compensation
                                         payable under this Agreement from Section 409A, and/or (B) comply with the requirements
                                         of Section 409A. Any right to a series of installment payments hereunder, including without
                                         limitation, any right to receive the Severance (if applicable), shall be treated as a
                                         right to a series of separate payments for purposes of Section 409A.



 


		(b)	To
                                         the extent that any payments or reimbursements provided to you under this Agreement are
                                         deemed to constitute compensation to the you to which Treasury Regulation Section 1.409A-3(i)(1)(iv)
                                         would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later
                                         than December 31 of the year following the year in which the expense was incurred. 
                                         The amount of any such payments eligible for reimbursement in one year shall not affect
                                         the payments or expenses that are eligible for payment or reimbursement in any other
                                         taxable year, and the Consultant’s right to such payments or reimbursement of any
                                         such expenses shall not be subject to liquidation or exchange for any other benefit.



		(c)	Notwithstanding
                                         anything to the contrary in this Agreement, no compensation or benefits shall be paid
                                         to you during the six (6)-month period following your “separation from service”
                                         (within the meaning of Section 409A) if the Company determines that paying such amounts
                                         at the time or times indicated in this Agreement would be a prohibited distribution under
                                         Section 409A(a)(2)(B)(i) of the Code.  If the payment of any such amounts is delayed
                                         as a result of the previous sentence, then on the first business day following the end
                                         of such six (6)-month period (or such earlier date upon which such amount can be paid
                                         under Section 409A without resulting in a prohibited distribution, including as a result
                                         of the your death), the Company shall pay you a lump-sum amount equal to the cumulative
                                         amount that would have otherwise been payable to the you during such period (without
                                         interest). 




    	 



    	 



    


	Signature:	/s/ Edward R. Rosenfeld	 
	 	Edward R. Rosenfeld, CEO	 
	 	 	 
	Counter-signature:	/s/Amelia Newton Varela	 
	 	Amelia Newton Varela