Exhibit 10.3
Draft of October 8, 2007
Employee w/o employment agreement
NON-QUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE
STEVEN MADDEN, LTD.
2006 STOCK INCENTIVE PLAN
THIS AGREEMENT, dated as of _________, 200_ (this "Agreement"),
between
Steven Madden, Ltd. (the "Company") and _________ (the
"Participant").
Preliminary Statement
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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 _______
__, 200_ (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 in Section 2 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
______ shares of Common Stock (the "Option
Shares"), at a price per share of $_____ (the "Option
Price").(1)
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 percentage of the Option Shares
indicated 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"):
Percentage
of Option
Vesting Date
Shares Vested
-----------------
-------------
First Anniversary
331/3%
of
Grant Date
Second Anniversary
662/3%
of Grant Date
Third Anniversary
100%
of Grant Date
(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/will not] become
fully vested on a Change in
Control.
------------------------
(1) Option
Pri
