EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

          EMPLOYMENT AGREEMENT, entered into on April 7, 2008, but effective as of March 24, 2008, by and between Steven Madden, Ltd. (the “Company”), and Edward Rosenfeld (the “Employee”).

RECITALS

          WHEREAS, the Employee has served as the Company’s Vice President of Strategic Planning and Finance since 2005, Executive Vice President of Strategic Planning and Finance since 2007, and a Director since February 2008; and

          WHEREAS, the Company and the Employee desire to enter into an employment agreement which will set forth the terms and conditions upon which the Employee shall continue to be employed by the Company and upon which the Company shall compensate the Employee.

          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth, the parties hereto have agreed, and do hereby agree, as follows:

                    1.1  The Company will employ the Employee in its business, and the Employee will work for the Company therein, as its Interim Chief Executive Officer for a term commencing as of March 24, 2008 (the “Effective Date”) and terminating on December 31, 2009 (the “Expiration Date”), subject to earlier termination as hereinafter provided (the employment period, as earlier terminated, being referred to as the “Term”).

                    1.2  Upon the expiration of the Term or the termination of the Employee’s employment with the Company for any reason whatsoever, he shall be deemed to have resigned all of his positions as an officer and director of the Company and of each and every subsidiary thereof.

                    During the Term, the Employee shall serve as the Company’s Chief Executive Officer and shall have such executive and managerial responsibilities on behalf of the Company of the type and nature generally associated with his position and such further duties as shall, from time to time, be delegated or assigned to him by the Board of Directors of the Company consistent with his position. He shall also continue to serve as a Director of the Company.

                    During the Term, the Employee shall expend all of his working time for the Company; shall devote his best efforts, energy and skill to the services of the Company and the promotion of its interests; and shall not take part in activities detrimental to the best interests of the Company.

                    4.1  For all services to be rendered by the Employee during the Term, and in consideration of the Employee’s representations and covenants set forth in this Agreement, the Employee shall be entitled to receive from the Company compensation as set forth in Paragraph 4.2.

                    4.2  During the Term, the Employee shall be entitled to receive the following salary per annum: $400,000.00.

           The Employee shall be entitled to such additional compensation and annual bonus as may be determined from time to time by the Board of Directors of the Company in its sole discretion. All amounts due hereunder shall be payable in accordance with the Company’s standard payroll practices.

           The Employee shall receive, as additional compensation, 40,000 Stock Options. Such options shall have a term of seven years and shall vest 20% annually for five years.

                    5.1  The Company shall pay directly, or reimburse the Employee for, all reasonable and necessary expenses and disbursements incurred by the Employee for and on behalf of the Company in the performance of his duties during the Term.

                    5.2  The Employee shall submit to the Company, not less than once in each calendar month, reports of such expenses and disbursements in form normally used by the Company and receipts with respect thereto, and the Company’s obligations under Paragraph 5.1 hereof shall be subject to compliance therewith.

                    The Employee shall be entitled to Vacation, Sick, and Personal Days in accordance with the Company’s usual policy as set forth in the employment manual of the Company.

                    The Employee shall be accorded the right to participate in and receive benefits under and in accordance with the provisions of any pension, profit sharing, life insurance, disability insurance, and dental insurance or reimbursement or other plan or program of the Company either in existence as of the Effective Date or hereafter adopted for the benefit generally of its employees.

2

                    During the Term, the Employee shall, if elected or appointed, serve as (a) an officer of any subsidiaries of the Company and/or entities affiliated with the Company in existence or hereafter created or acquired and (b) a director of any such subsidiaries of the Company and/or entities affiliated with the Company in existence or hereafter created or acquired, in each case without any additional compensation for such services.

                    9.1  The Employee’s employment hereunder shall automatically terminate upon his death and may terminate at the option of the Company in the event of “cause” (as hereinafter provided).

                    9.2  The Employee’s employment may be terminated by the Company at any time during the Term upon written notice for “cause.” As used in this Agreement, “cause” shall include the Employee’s commission of any act in the performance of his duties constituting common law fraud, a felony or other gross malfeasance of duty, the Employee’s commission of any act involving moral turpitude, any material misrepresentation by the Employee, any breach of any material covenant on the Employee’s part herein set forth, or the Employee’s engagement in misconduct which is materially injurious to the Company or any of its subsidiaries or affiliated entities.

                    9.3  Upon termination of the Employee’s employment with the Company for cause, the Company shall have no further obligations to the Employee and the Employee shall be entitled