Exhibit 10.1
STEVEN MADDEN, LTD.
52-16 BARNETT AVENUE
LONG ISLAND CITY, NY 11104
T (718) 446-1800
October 7,
2009
Dear Mr. Schmertz:
This letter (the
“Agreement”) will set forth below the terms and
conditions of your employment with Steven Madden, Ltd. (the
“Company”):
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1.
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Term of Agreement
: October 7, 2009 through December
31, 2012 unless sooner terminated in accordance with Paragraph 8 of
this Agreement (the “Term”).
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2.
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Position
: Brand Director. You shall report
to the Creative and Design Chief or such other person as the Chief
Executive Officer shall direct. You shall expend all of your
working time to the Company and shall devote your best efforts,
energy and skills to the Company and the promotion of its
interests; you shall not take part in any activities detrimental to
the best interest of the Company.
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3.
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Salary : $600,000 per annum (paid in accordance with
normal Company practice) from the date hereof through December 31,
2009; and $660,000 per annum (paid in accordance with normal
Company practice) from January 1, 2010 through December 31,
2012.
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4.
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2009 Bonus
: You shall receive a performance
bonus for 2009 of $300,000 (net of any deductions required to be
withheld by any applicable laws and regulations) payable in two
installments: (i) $200,000 payable within two weeks of the signing
of this Agreement and (ii) $100,000 payable on or about March 15,
2010.
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5.
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Additional Discretionary
Bonuses : The Company may
pay you a bonus in such amount, if any, and at such time or times,
as the Board of Directors may determine in its absolute discretion
subject to the Company’s ordinary payroll
practice.
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6.
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Car Allowance
: You shall receive a car allowance
of $1,250 per month.
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7.
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Stock Options
: On October 8, 2009, you shall be
granted 50,000 options. The options shall vest 20% each year for
five years commencing on the first anniversary date of the grant of
the options, have a term of seven years and have an exercise price
equal to the market price on the last trading day prior to the
grant date.
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8.
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Termination
:
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(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.
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(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:
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(i)
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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;
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(ii)
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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);
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(iii)
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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;
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(iv)
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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)
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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
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(vi)
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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.
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(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 (i) payment of accrued and unpaid Salary described in
Paragraph 3 through the date of termination plus (ii) any accrued
and unpaid Bonus amount described in Paragraph 4 plus (iii) Salary
payments described in Paragraph 3, at the regular intervals of
payment for the twelve (12) month period immediately subsequent to
the date of your termination.
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(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 (i) payment of accrued and unpaid Salary
described in Paragraph 3 through the date of termination plus (ii)
any accrued and unpaid Bonus amount described in Paragraph 4 plus
(iii) Salary payments described in Paragraph 3, at the regular
intervals of payment for the twelve (12) month period immediately
subsequent to the date of your death.
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(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 t
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