Exhibit
10.2





 


September
4, 2015


 


Dear Ms.
Frieders:


 


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


 


		1.	Term
                                         of Agreement. September 4, 2015 through February 29, 2017, unless sooner terminated
                                         in accordance with Paragraph 5 of this Agreement.



 


		2.	Position.
                                         Chief Merchandising Officer.



 


		3.	Salary.
                                         $440,000 per annum (paid in accordance with normal Company practice).



 


		4.	Discretionary
                                         Bonus. You shall be eligible to receive a performance bonus for each of 2015 and
                                         2016 in an amount to be determined by the Company in its absolute discretion. Such bonuses
                                         (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.	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 payment of accrued and
                                         unpaid Salary described in Paragraph 3 through the date of 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 payment of accrued and unpaid Salary
                                         described in Paragraph 3 through the date of termination.



 


		(e)	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.




    	 



    	 



    


		6.	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 February 28,
                                         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.



 


		7.	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.



 


		8.	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.



 


		9.	Governing
                                         Law; Injunctive Relief.



 


		9.1	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.
	 	 	 



		9.2	You
                                         acknowledge and agree that, in the event you shall violate any of the restrictions of
                                         Paragraphs 6, 7 or 8 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.



 


		10.	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.




    	 



    	 



    


		11.	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 11.



 


		12.	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.



 


		13.	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.



 


		14.	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.








	 	 	 	 
	Signature:	 	/s/ Edward R.
    Rosenfeld	 
	 	 	Edward R. Rosenfeld,
    CEO	 
	 	 	 	 
	Counter-signature:	 	/s/ Karla Frieders	 
	 	 	Karla Frieders