EXHIBIT 10.1
SETTLEMENT AND RELEASE AGREEMENT
--------------------------------
This SETTLEMENT AND RELEASE AGREEMENT (this "Agreement") is made
and
entered into as of December 21, 2007, by and between Steven Madden,
Ltd., a
Delaware corporation (the "Company"), and Jeffrey Silverman
("Silverman").
WHEREAS, the parties hereto are parties to that certain
Membership
Interest Purchase Agreement (the "Purchase Agreement"), dated as of
May 16,
2007, by and among the Company and the members (the "Members") of
Compo
Enhancements, LLC ("Compo") and that certain Earn-Out Agreement,
dated as of May
16, 2007, by and among the Company and the Members (the "Earn-Out
Agreement"),
which were entered into in connection with the Company's
acquisition of the
outstanding ownership interests of Compo (the "Transaction").
WHEREAS, the parties hereto desire to set forth these and other
agreements as set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable
consideration, the
receipt and sufficiency of which are hereby acknowledged, and
intending to be
legally bound, the parties hereby agree as follows:
Section 1. Settlement. The parties hereby agree that, prior to
the
consummation of the Transaction, all amounts payable by the Company
to Compo
were correctly calculated and paid in accordance with the
arrangement between
Compo and the Company that existed prior to the consummation of the
Transaction
(the "Pre-Transaction Arrangement"), and that no additional
payments are
required by either Compo or the Company in respect of the
Pre-Transaction
Arrangement. In full and final resolution and settlement of (i) all
disputes
relating to the Pre-Transaction Arrangement and (ii) all
obligations of the
Company to Silverman, including any payment obligations, pursuant
to the
Earn-Out Agreement, and in consideration of the release contained
in Section 2
hereof, the Company hereby (a) forgives all amounts in respect of
the Working
Capital Refund (as such term is defined in the Purchase Agreement)
that
Silverman is obligated to pay to the Company pursuant to Section
2.3(b)(ii) of
the Purchase Agreement, and (b) agrees to make all of the
Settlement Payments
(as hereinafter defined). The parties agree that, as of and
following the
execution of this Agreement, the Company shall have no further
liability or
obligation to Silverman pursuant to the Earn-Out Agreement and
Silverman shall
have no further rights, titles, benefits, or interests in, to or
under the
Earn-Out Agreement. For purposes of this Section 1, the term
"Settlement
Payments" means, collectively, (x) a lump-sum payment of $600,000,
in cash, to
Silverman which shall be made on June 30, 2008; provided, that if
Silverman is
terminated without Cause (as such term is defined in Silverman's
then current
employment agreement with the Company), such payment shall be made
within ten
(10) days of such termination, (y) the payment of all United States
custom fees
due by Compo for the Company's imports, and (z) within seven days
after the date
hereof, (i) the payment of $20,475.83 to WEEKS-LERMAN GROUP, LLC
and $40,000 to
The Preschoolians Company in respect of amounts previously paid by
The
Preschoolians Company to DHL and credited to the Company's DHL
account, and (ii)
the delivery to Silverman of a check payable to DHL in the amount
of $23,531.92
for delivery to DHL.
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Section 2. Silverman Release. Silverman, on behalf of himself,
his
employees, agents and representatives, and their respective
successors and
assigns, past, present and future (the "Silverman Releasing
Parties"), hereby
releases and forever discharges the Company, its officers,
directors, employees,
agents and representatives, and their respective successors and
assigns, past,
present and future (the "Silverman Released Parties"), from any and
all actions,
causes of action, suits, debts, dues, sums of money, accounts,
reckonings,
bonds, bills, specialties, covenants, contracts, controversies,
agreements,
promises, variances, trespasses, damages, judgments, executions,
claims,
liabilities, obligations, expenses, losses and demands whatsoever,
in law,
admiralty, equity or otherwise (collectively, "Claims"), (i)
against the
Silverman Released Parties which the Silverman Releasing Parties
have ever had,
now have, or hereafter can, shall or may have for, upon or by
reason of any
matter, cause or thing whatsoever based upon, in connection with,
or arising
from or related to (a) the parties' resp
