Exhibit 10.21
EXECUTION VERSION
NON-QUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE
STEVEN MADDEN, LTD.
2006 STOCK INCENTIVE PLAN
-------------------------
THIS AGREEMENT, dated
as of May 16, 2007 (this "Agreement"), between
Steven Madden, Ltd. (the "Company") and Jeff Silverman (the
"Participant").
Preliminary Statement
---------------------
The Compensation
Committee of the Board of Directors of the Company
(the "Committee") has authorized this grant of a non-qualified
stock option (the
"Option") on May 16, 2007 (the "Grant Date") to purchase the number
of shares of
the Company's common
stock, par value
$0.0001 per share (the "Common Stock"),
set forth below to the Participant, as an Eligible Employee of the
Company or an
Affiliate of the Company. Unless otherwise indicated, any capitalized term used
but not defined
herein shall have the meaning ascribed to such term in the
Steven Madden, Ltd.
2006 Stock Incentive
Plan, as amended (as
the same may be
further amended from time to time, the "Plan"). A copy of the Plan as in
effect
on the date hereof
has been delivered to the Participant. By signing and
returning this Agreement, the Participant acknowledges
having received and read
a copy of the Plan as in effect on the date hereof and agrees to
comply with the
Plan, this Agreement and all applicable laws and regulations.
Accordingly, the parties hereto agree as follows:
1. Tax
Matters. No part of
the Option granted hereby is intended
to qualify as an
"incentive stock
option" under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
2.
Grant of Option.
Subject in all
respects to the Plan and the
terms and conditions
set forth herein and
therein, the
Participant is
hereby
granted an Option to purchase from the Company 150,000 shares of Common Stock
(the "Option
Shares"), at a price per share of $50.00
(the "Option
Price"),
which is not less than Fair Market Value on the Grant Date.
3.
Vesting and Exercise.
--------------------
(a) Except as
set forth below,
the Option
shall vest and
become
exercisable in installments as provided below, which shall be
cumulative. To the
extent that the Option has become vested and exercisable as
provided below,
the
Option thereafter may
be exercised by the Participant, in whole or in part, at
any time or from time to time prior to the expiration or earlier
termination of
the Option as provided herein and in accordance with Section 6.3(d)
of the Plan,
including, without
limitation,
the filing of such
written form of exercise
notice, if any,
as may be required by the Committee or the Company and the
payment in full of the Option Price multiplied by the number of Option
Shares
underlying the portion of the Option exercised. Upon expiration of the Option,
the Option shall be
canceled and no longer
exercisable. The
following table
indicates each date upon which the Participant shall be vested and entitled
to
exercise the Option
with respect to the number of the Option Shares indicated
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beside such date,
provided that the
Participant has not
had a Termination
of
Employment any time
prior to such date (each of the dates set forth below being
herein called a "Vesting Date"):
Number
of Option
Vesting Date
Shares Vested
-----------------
-------------
First Anniversary of Grant Date
50,000 (1/3 of
the Option Shares)
Second Anniversary of Grant Date
100,000 (2/3 of
the Option Shares)
Third Anniversary of
Grant Date
150,000 (100% of
the Option Shares)
(b) There
shall be no
proportionate
or partial vesting in the
periods prior to each
Vesting Date and all vesting shall occur only on the
appropriate
Vesting Date,
provided that the Participant has not had a
Termination of Employment at any time prior to such Vesting
Date.
(c) The Option
will become fully vested on a Change in Control.
4.
Option Term.
The term of the Option
shall be five (5)
years
after the Grant Date and the Option
