EXHIBIT 10.2
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 James Randel
("Randel").
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 all
disputes
relating to the Pre-Transaction Arrangement, the Company hereby (a)
forgives all
amounts in respect of the Working Capital Refund (as such term is
defined in the
Purchase Agreement) that Randel may be 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). For purposes of
this Section
1, the term "Settlement Payments" means, collectively, (x) the
payment of all
United States custom fees due by Compo for the Company's imports,
and (y) 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 Jeffrey Silverman
of a check
payable to DHL in the amount of $23,531.92 for delivery to DHL.
Section 2. Randel Release. Randel, on behalf of himself, his
employees,
agents and representatives, and their respective successors and
assigns, past,
present and future (the "Randel 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 "Randel 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,
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obligations, expenses, losses and demands whatsoever, in law,
admiralty, equity
or otherwise (collectively, the "Claims") (i) against the Randel
Released
Parties which the Randel 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' respective rights and obligations pursuant to the Earn-Out
Agreement
and pursuant to the Purchase Agreement and (b) the Pre-Transaction
Arrangement,
and (ii) against the Randel Released Parties in connection with,
arising from or
related to all other matters and events that occurred prior to the
date hereof.
Section 3. C
