Exhibit 10.1


Dated October 14, 2008; Effective October 1,
2008


Mr. Awadhesh Sinha

46 School House Lane

Roslyn Heights, NY 11577


Dear Mr. Sinha:


          Reference
is made to that certain Employment Agreement, dated as of June 15, 2005 (the
“Employment Agreement”), by and between Steven Madden, Ltd. (the “Company”)
and Awadhesh Sinha (the “Executive”), as amended by Amendment No. 1 to
Employment Agreement, dated November 6, 2007 (“Amendment No. 1”, and
together with the Employment Agreement, collectively the “Agreement”), by and
between the Company and the Executive. This letter constitutes an amendment to
the Agreement (“Amendment No. 2”). Except as amended hereby, the
Agreement remains in full force and effect. In the event of a conflict between
the terms of this Amendment No. 2 and the Agreement, the terms of this
Amendment No. 2 shall control. Capitalized terms used and not otherwise defined
in this Amendment No. 2 have the meaning ascribed to them in the Agreement.


	
 

	
 


	
 

	
Effective as
 of October 1, 2008, the Agreement is hereby amended as follows:


	
 

	
 


	
1.

	
The first
 two successive sentences of Section 3 of the Employment Agreement, as
 amended by Section 1.A of Amendment No. 1, are hereby amended and restated in
 their entirety as follows:


	
 

	
 


	
 

	
The term of
 the Executive’s employment, unless sooner terminated in accordance with the
 provisions set forth herein, shall be for a period commencing July 1, 2005
 through December 31, 2010 (the “Initial Term”). Thereafter, unless
 sooner terminated in accordance with the provisions set forth herein, this
 Agreement shall be automatically renewed for successive one-year terms (each,
 a “Renewal Term” and the Initial Term and any such Renewal Term,
 collectively, the “Term”) on the same terms set forth herein unless at
 least 120 days prior to the expiration of the Initial Term or 90 days prior
 to the expiration of any Renewal Term, either party notifies the other party
 in writing that he or it is electing to terminate this Agreement at the
 expiration of the then-current Term.












Mr. Awadhesh Sinha

October 14, 2008

Page 2


	
 

	
 


	
2.

	
Section 4.1
 of the Employment Agreement is hereby amended and restated in its entirety as
 follows: 


	
 

	
 


	
 

	
The Company
 shall pay to the Executive a base salary at the rate of Five Hundred Forty
 Thousand ($540,000) Dollars per annum (the “Base Salary”), less such
 deductions as shall be required to be withheld by applicable law and
 regulations.


	
 

	
 


	
3.

	
Section 4.2
 (b) of the Employment Agreement is hereby amended and restated in its
 entirety as follows:




	
 

	
In respect
 of the Company’s fiscal year ending December 31, 2005, the Company shall pay
 to the Executive a cash bonus (payable within 75 days after December 31)
 equal to the greater of (i) Fifty Thousand ($50,000) dollars and (ii) three
 percent (3%) of the increase in the Company’s net earnings before interest
 and taxes (“EBIT”), as derived from the Company’s financial statements
 included in its periodic reports on Form 10-K and 10-Q (“Periodic Reports”)
 for such fiscal year over the EBIT of the immediately prior fiscal year as
 derived from the Company’s financial statements included in its Periodic
 Reports for such fiscal year. In respect of each of the Company’s fiscal
 years during the Term after the fiscal year ending December 31, 2005 and
 prior to January 1, 2009, the Company shall pay to the Executive a cash bonus
 in accordance with clause (ii) above, which bonus shall be payable within 75
 days after the December 31 of the fiscal year in which the bonus is earned.
 In respect of each of the Company’s 2009 and 2010 fiscal years during the
 Term, the Executive shall be eligible to a cash bonus under the Company’s
 2006 Stock Incentive Plan, as amended (the “SIP”), equal to three percent
 (3%) of the increase in EBIT, as derived from the Company’s financial
 statements included in its Periodic Reports for such fiscal year over the
 EBIT of the immediately prior fiscal year as derived from the Company’s
 financial statements included in its Periodic Reports for such fiscal year.
 Such bonus is intended to be a “performance-based cash award” under the SIP
 exempt from the limitations of Section 162(m) of the Internal Revenue Code of
 1986, as amended (the “Code”), and shall be subject to the terms and
 conditions of the SIP governing performance-based cash awards including the Compensation
 Committee’s written certification of the increase in EBIT prior to payment of
 the bonus. Any such bonus shall be paid following such certification and
 shall be paid within 75 days after the December 31 of the fiscal year in
 which the bonus is earned. Notwithstanding anything contained in this
 Agreement, in no event shall the bonus contemplated by this Section 4.2(b)
 exceed One Million ($1,000,000) Dollars with respect to each fiscal year
 during the Term.


	
 

	
 


	
4.

	
Section 4.2
 (c) is hereby added to the Agreement immediately following Section 4.2(b) of
 the Employment Agreement as follows:












Mr. Awadhesh Sinha

October 14, 2008

Page 3


	
 

	
 


	
 

	
          (c)          
 The Executive shall be eligible to be awarded such additional bonus
 compensation, if any, as shall be determined from time to time by the Board
 of Directors (or appropriate committee thereof) of the Company, in its sole
 discretion, which shall be final, conclusive and binding.




	
5.

	
Section 4.3
 of the Employment Agreement is hereby amended and restated in its entirety as
 follows:


	
 

	
 


	
 

	
          (a)          Subject
 to subsection (e) below, for the period commencing July 1, 2008 and ending
 December 31, 2008, the Company shall provide for a mandatory deferral in an
 amount equal to 25% of the Executive’s Base Salary payable pursuant to the
 terms hereof during such period (the “Initial Reserve”), it being
 understood that within 30 days of December 31, 2010 the Company shall pay to
 the Executive an amount equal to the Initial Reserve; provided, that the Executive
 remains in the employ of the Company on December 31, 2010.








	
 

	
 


	
 

	
          (b)          Subject
 to subsection (e) below, for the period commencing January 1, 2009 and ending
 December 31, 2009, the Company shall provide for a mandatory deferral in an amount
 equal to 12.5% of the Executive’s Base Salary payable pursuant to the terms
 hereof during such period (the “2009 Reserve”), it being understood
 that within 30 days of December 31, 2010 the Company shall pay to the
 Executive an amount equal to the 2009 Reserve; provided, that the
 Executive remains in the employ of the Company on December 31, 2010.


	
 

	
 


	
 

	
          (c)          Subject
 to subsection (e) below, for the period commencing January 1, 2010 and ending
 December 31, 2010, the Company shall provide for a mandatory deferral in an
 amount equal to 7.5% of the Executive’s Base Salary payable pursuant to the
 terms hereof during such period (the “2010 Reserve”), it being
 understood that within 30 days of December 31, 2010 the Company shall pay to
 the Executive an amount equal to the 2010 Reserve; provided, that the
 Executive remains in the employ of the Company on December 31, 2010.


	
 

	
 


	
 

	
          (d)          If
 the Executive is terminated pursuant to Section 5.4, the Executive shall
 receive a pro-rata portion of the deferred cash compensation (i.e.,
 the applicable percentage (depending on the period during which termination
 occurs) of the Executive’s aggregate Base Salary paid through the date of
 such termination), subject to the Delay Period set forth in Section 10.8(c)
 hereof and payable on the first payroll date occurring on or after the
 expiration of the Delay Period, provided that, in the event of Executive’s
 death such amount shall be payable to the Executive’s estate within 90 days
 following the Executive’s death.


	
 

	
 


	
 

	
          (e)          The
 amounts subject to mandatory deferral by the Company pursuant to this Section
 4.3 (the “Reserve Funds”) shall constitute an unsecured promise by the
 Company to pay such amounts in the future, pursuant to the terms set forth
 above. In no event shall the provisions of this Section 4.3 obligate the
 Company to create or fund a trust, escrow or other set aside of assets for
 the maintenance of the Reserve Funds.












Mr. Awadhesh Sinha

October 14, 2008

Page 4


	
 

	
 


	
6.

	
Section 4.4
 is hereby amended and restated in its entirety as follows:


	
 

	
 


	
 

	
The Company
 shall, at the direction of the Executive, either reimburse the Executive for,
 or directly pay the cost of, the lease of an automobile during the Term and
 all usual expenditures in connection therewith (i.e. fuel, insurance,
 parking, customary maintenance and repairs) in an amount not to exceed One
 Thousand Seven Hundred Fifty ($1,750) Dollars per month, less such deductions
 as shall be required to be withheld by applicable law and regulations. Any
 reimbursements by the Company pursuant to this Section 4.4 shall be subject
 to, and made in accordance with, Section 10.8(d) hereof.


	
 

	
 


	
7.

	
The last
 sentence of Section 5.4 is hereby amended and restated in its entirety as
 follows:


	
 

	
 


	
 

	
Such amount
 shall be subject to the Delay Period set forth in Section 10.8(c) hereof and
 payable to the Executive by the Company based on the Company’s regular
 payroll periods commencing on the first payroll date occurring on or after
 the expiration of the Delay Period, provided that, in the event of
 Executive’s death such amount shall become payable to the Executive’s estate
 based on the Company’s regular payroll periods commencing within 90 days
 following the Executive’s death.


	
 

	
 


	
8.

	
A new sentence
 is hereby added to the end of Section 5.5(a) as follows:


	
 

	
 


	
 

	
Such amount
 shall be paid in a lump sum and shall be subject to the Delay Period set
 forth in Section 10.8(c).


	
 

	
 


	
9.

	
Section
 5.5(c)(i) is hereby amended by replacing “20%” with “30%.”


	
 

	
 


	
10.

	
Section
 5.5(c)(ii) is hereby amended by replacing “24” with “12” in each place
 appearing therein and by replacing the words “two-thirds” with the words “a
 majority.”


	
 

	
 


	
11.

	
Section 5.6
 is hereby amended by adding the following sentence to the end thereof:


	
 

	
 


	
 

	
Such release
 shall be executed prior to the expiration of the Delay Period set forth in
 Section 10.8(c) hereof.












Mr. Awadhesh
Sinha

October 14, 2008

Page 5


	
 

	
 


	
12.

	
A new
 Section 10.8 is hereby inserted immediately following Section 10.7 to read as
 follows:


	
 

	
 


	
 

	
Section 10.8
 Section 409A of the Code. 


	
 

	
 


	
 

	
          (a)          It
 is intended that the payments and benefits under this Agreement be exempt
 from, or comply with, Section 409A of Code and the regulations and guidance
 promulgated thereunder (collectively “Code
 Section 409A”), and all provisions of this Agreement shall be
 construed in a manner consistent with the requirements under Code Section
 409A. The Company shall have no liability to the Executive with regard to any
 failure to comply with Code Section 409A.


	
 

	
 


	
 

	
          (b)          A
 termination of employment shall not be deemed to have occurred for purposes
 of any provision of this Agreement providing for the payment of any amounts
 or benefits upon or following a termination of employment unless such
 termination is also a “Separation from Service” within the meaning of Code
 Section 409A and, for purposes of any such provision of this Agreement,
 references to a “discharge,” “resignation,” “termination,” “termination of
 employment” or like terms shall mean Separation from Service. 


	
 

	
 


	
 

	
          (c)          If
 Executive is deemed on the date of termination of his employment to be a
 “specified employee,” within the meaning of that term under Section
 409A(a)(2)(B) of the Code and using the identification methodology selected
 by the Company from time to time, or if none, the default methodology, then
 with regard to any payment or the providing of any benefit made subject to
 this Section 10.8, to the extent required to be delayed in compliance
 with Section 409A(a)(2)(B) of the Code, and any other payment, the provision
 of any other benefit or any other distribution of equity that is required to
 be delayed in compliance with Section 409A(a)(2)(B) of the Code, such
 payment, benefit or distribution shall not be made or provided prior to the
 earlier of (i) the expiration of the six-month period measured from the date
 of Executive’s Separation from Service or (ii) the date of Executive’s death
 (the “Delay Period”). Promptly following the expiration of such six-month
 period, all compensation suspended pursuant to the foregoing sentence
 (whether it would have otherwise been payable in a single sum or in
 installments in the absence of such suspension) shall be paid or reimbursed
 to Executive in a lump sum. 












Mr. Awadhesh Sinha

October 14, 2008

Page 6


	
 

	
 


	
 

	
          (d)          With
 regard to any provision herein that provides for reimbursement of costs and
 expenses or in-kind benefits, except as permitted by Code Section 409A, (i)
 the right to reimbursement or in-kind benefits shall not be subject to
 liquidation or exchange for another benefit, (ii) the amount of expenses
 eligible for reimbursement, or in-kind benefits, provided during any taxable
 year shall not affect the expenses eligible for reimbursement, or in-kind
 benefits to be provided, in any other taxable year, provided, that the
 foregoing clause (ii) shall not be violated with regard to expenses
 reimbursed under any arrangement covered by Section 105(b) of the Code solely
 because such expenses are subject to a limit related to the period the
 arrangement is in effect, and (iii) such payments shall be made on or before
 the last day of Executive’s taxable year following the taxable year in which
 the expense was incurred.


	
 

	
 


	
 

	
          (e)          If
 under this Agreement, an amount is to be paid in two or more installments,
 for purposes of Code Section 409A, each installment shall be treated as a
 separate payment.


	
 

	
 


	
 

	
          (f)          Whenever
 a payment under this Agreement specifies a payment period with reference to a
 number of days (e.g., “payment shall be made within 30 days following the
 date of termination”), the actual date of payment within the specified period
 shall be within the sole discretion of the Company.


	
 

	
 


	
13.

	
The parties
 hereby agree that nothing herein shall constitute Good Reason, as defined in
 the Agreement, and the Executive hereby acknowledges receipt of all amounts
 due and payable to him or on his behalf pursuant to the terms of the
 Agreement through October 14, 2008.













Mr. Awadhesh
Sinha

October 14, 2008

Page 7


          Please
acknowledge the Executive’s agreement to the foregoing by signing a copy of
this Amendment No. 2 in the space provided below and returning it to the
Company, Attention: Chief Executive Officer.


	
 

	
 

	
 


	
 

	
Very truly
 yours,


	
 

	
 


	
 

	
STEVEN MADDEN LTD.


	
 

	
 


	
 

	
By:

	
/s/ Edward
 R. Rosenfeld


	
 

	
 

	



	
 

	
 

	
Edward R.
 Rosenfeld


	
 

	
 

	
Chief
 Executive Officer


	
 

	
 

	
 


	
READ AND AGREED:

	
 

	
 


	
 

	
 

	
 


	
/s/ Awadhesh
 Sinha

	
 

	
 


	


	
 

	
 


	
Awadhesh
 Sinha