Exhibit 10.1
SECOND AMENDED AND RESTATED SECURED PROMISSORY
NOTE
1.
FOR VALUE RECEIVED, the undersigned, STEVEN H. MADDEN, an
individual residing at 175 East 73rd Street, New York, New York
10021 (the “ Borrower ”), hereby unconditionally
promises to pay to the order of STEVEN MADDEN, LTD., a Delaware
corporation (the “ Company ”), at the time,
place and in the manner specified below, the principal amount of
three million dollars ($3,000,000), and to pay simple interest on
the unpaid principal amount hereof at the rate of (i) eight percent
(8%) per annum (calculated on the basis of a 360-day year) from
June 25, 2007 until the date hereof, and (ii) six percent (6%) per
annum (calculated on the basis of a 360-day year), from the date
hereof until the Maturity Date (as defined herein). This Second
Amended and Restated Secured Promissory Note (the “
Note ”) amends, restates and replaces the Secured
Promissory Note, dated June 25, 2007, and the Amended and Restated
Secured Promissory Note, dated December 19, 2007, each as
previously executed and delivered by the Borrower to the order of
the Company to evidence a loan from the Company to the Borrower,
together with all accrued and unpaid interest thereon
(collectively, the “ Original Notes
”).
2.
The Borrower shall pay the full principal amount of this Note, and
all accrued and unpaid interest thereon, to the Company on the
earlier of (i) the date the Borrower ceases to be employed by the
Company and (ii) June 30, 2015 (the “ Maturity Date
”). If the Maturity Date shall fall on a day other than a
“ Business Day ” (defined as a day on which
national banks in New York, New York are open to the public for
regular business), such payment may be made on the next succeeding
Business Day without triggering the running of the time necessary
to constitute a Default (as defined in Paragraph 9
below).
3.
Payment of principal and interest under this Note shall be payable
in lawful money of the United States of America in immediately
available funds at the offices of the Company at 52-16 Barnett
Avenue, Long Island City, New York 11104 (or such other address as
constitutes the principle office of the Company at the time of
payment, if different), or at such other place as the Company may
designate in writing to the Borrower.
4.
The Borrower may prepay this Note in whole or in part at any time
and from time to time, without penalty. All payments shall be
applied first to accrued and unpaid interest and then to
principal.
5.
The Company is hereby authorized by the Borrower from time to time
to set off, appropriate and apply any and all amounts due and
payable to the Company by the Borrower under this Note against any
and all amounts payable and/or equity granted to the Borrower by
the Company pursuant to Section 4.10 of that certain Third Amended
Employment Agreement, dated as of July 15, 2005, by and between the
Borrower and the Company.
6.
To secure the Borrower’s payment and performance of all of
the Borrower’s obligations hereunder, the Borrower hereby
pledges to and assigns to the Company, and grants to the Company a
first priority continuing security interest in, 510,000 shares of
the common stock of the Company, par value $.0001 per share (the
“ Common Stock ”) owned by the Borrower (the
“ Pledged Shares ”) and all dividends and
distributions in respect of such Pledged Shares, and proceeds of
all of the foregoing (collectively, the “ Collateral
”). The Borrower shall deliver (or cause to be delivered) and
pledge to the Company any and all certificates evidencing the
Pledged Shares (acc
