EXHIBIT 10.3
AMENDMENT TO
EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this "Amendment"), dated as
of
December 21, 2007, is by and between Steven Madden, Ltd., a
Delaware corporation
(the "Company"), and Jeffrey Silverman ("Executive").
WHEREAS, the parties hereto are parties to that certain
Employment
Agreement, dated as of May 16, 2007 (the "Employment
Agreement").
WHEREAS, the parties hereto, acting pursuant to Section 8(g) of
the
Employment Agreement, desire to amend the Employment Agreement to
make certain
changes thereto as set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as
follows:
1.
Section 1 of the Employment Agreement is hereby deleted in its
entirety and replaced with the following:
"1. Term. The term of employment shall commence upon the
Closing, if one occurs (the "Effective Date") and shall continue
until June 30,
2008 (the "Term"), unless terminated earlier as provided
herein."
2.
Section 2(b) of the Employment Agreement is hereby amended by
adding the following text as the last sentence of Section 2(b): "In
addition to
faithfully and diligently performing his duties as specified herein
through the
Term, Executive shall, in conformity with the directions of the
Company, assist
the Company in the hiring and/or training of a person or entity to
manage the
Company's e-commerce business (the "E-commerce Successor") and
shall assist the
Company in the transition of such responsibilities from Executive
to the
E-commerce Successor." In addition, the third sentence of Section
2(b) is hereby
deleted and Executive acknowledges and agrees that no violation of
such
provision has occurred prior to the date hereof.
3.
Section 3(b) of the Employment Agreement is hereby deleted in
its entirety. The Company and Executive hereby agree that no bonus
shall be
payable by the Company to Executive pursuant to the Employment
Agreement, and
all references to any bonus payment elsewhere in the Employment
Agreement shall
be of no force or effect.
4.
Section 3(c) of the Employment Agreement is hereby deleted in
its entirety and replaced with the following:
"(c)
Stock Options. The Company and Executive agree that
all stock options granted by the Company to Executive under the
Company's 2006
Stock Incentive Plan are hereby cancelled and forfeited, effective
as of the
date hereof. The Company and Executive further agree that (i) the
Non-Qualified
Stock Option Agreement Pursuant to the Steven Madden, Ltd. 2006
Stock Option
Plan, dated as of May 16, 2007, between the Company and Executive
in respect of
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the grant of options to purchase from the Company 150,000 shares of
the
Company's common stock at a price per share of $45.00 and (ii) the
Non-Qualified
Stock Option Agreement Pursuant to the Steven Madden, Ltd. 2006
Stock Option
Plan, dated as of May 16, 2007, between the Company and Executive
in respect of
the grant of options to purchase from the Company 150,000 shares of
the
Company's common stock at a price per share of $50.00, in each
case, are hereby
terminated in all respects."
5. The
parties agree that this Amendment does not constitute a
termination by the Company for Cause or a Change in Control as such
terms are
defined in the Employment Agreement, and Executive shall not
receive any
payments pursuant to Section 5 of the Employment Agreement in
connection with
the execution of this Amendment, Executive's continued employment
through the
Term or the conclusion of the Term on June 30, 2008.
6. The
second sentence of Section 4(c) of the Employment
Agreement is hereby deleted in its entirety and replaced with the
following:
"For purposes of this Agreement, the term "Cause" shall mean
any of the following: (i) the perpetration of an intentional and
knowing fraud
against or affecting the Company or any of its affiliates or any
customer,
client, agent, or employee thereof ("fraud," for purposes of this
clause (i),
meaning a false representation of a material fact, whether by
words, conduct,
false or misleading allegations or concealment of that which should
have been
disclosed, which deceives and is intended to deceive another so
that he shall
act upon it to his legal injury); (ii) the indictment of Executive
for (A) a
felony or (B) any misdemeanor involving moral turpitude, deceit,
dishonesty or
fraud ("indictment," for these purposes, meaning a United
States-based
indictment, probable cause hearing or any other procedure pursuant
to which an
initial determination of probable or reasonable cause with respect
to such
offense is made); or (iii) any material breach by Executive of this
Agreement
and the failure of Executive to cure such material breach within
thirty (30)
days after written notice.
7. Each
of Section 4(e) and Section 5(d) of the Employment
Agreement is hereby deleted in its entirety. The Company and
Executive hereby
agree that Executive shall not be entitled to receive any payment
under the
Employment Agreement upon a change in control of the Company (other
than the
payments Executive is entitled to receive pursuant to Section 5(c)
of the
Employment Agreement upon the termination of his employment by the
Company
without Cause ), and that all references to any payment upon a
change in control
of the Company elsewhere in the Employment Agreement shall be of no
force or
effect. Section 5(c) is hereby amended to provide that the payment
of Base
Salary shall be payable in a lump sum within ten (10) days of suc
