Exhibit
10.1


 





 


December
21, 2022


 


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, 2023 through December 31, 2025 (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.
                                            $775,000 per annum (paid in accordance with normal Company practice) from January 1, 2023
                                            through December 31, 2023; $800,000 per annum (paid in accordance with normal Company practice)
                                            from January 1, 2024 through December 31, 2024; and $825,000 per annum (paid in accordance
                                            with normal Company practice) from January 1, 2025 through December 31, 2025.
	 	 
	4.	Annual
                                            Performance Bonus. You shall be eligible to receive a performance bonus for each of 2023,
                                            2024 and 2025 based on the actual EBIT 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:



 


	EBIT	 	Bonus as % of Salary	 
	Maximum (130% of Plan)	 	 	80	%
	Target (100% of Plan)	 	 	50	%
	Threshold (90% of Plan)	 	 	30	%



 


For
actual EBIT 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 EBIT 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.


 


If
actual EBIT meets or exceeds Plan, you shall also be eligible for a restricted stock grant in an amount to be determined by the Company
in its absolute discretion. Such restricted stock grant shall be awarded on or about March 15th of the following year.


 




    	 



    	
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	5.	Restricted
                                            Stock. On January 3, 2023, you shall be granted shares of restricted stock vesting 25%
                                            per year for four 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 One Hundred
                                            Thousand Dollars ($1,100,000) by the closing price of the common stock of the Company on
                                            January 3, 2023.
	 	 
	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;



 




    	 



    	
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		(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 (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.
	 	 	 
		(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.



 




    	 



    	
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		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, 2025, 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.



 




    	 



    	
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	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.



 




    	 



    	
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	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