Exhibit 10.9
RESTRICTED STOCK AGREEMENT
PURSUANT TO THE
STEVEN MADDEN, LTD. 2006 STOCK INCENTIVE PLAN
This
agreement (the
"Agreement) evidences
a grant of shares by Steven
Madden, Ltd. (the
"Company") under the Steven Madden, Ltd. 2006 Stock Incentive
Plan (the "Plan") of Company common stock, par value $0.0001 per share
("Common
Stock" or the
"Shares"), subject to
certain restrictions, (the "Restricted
Stock"), to the
Participant
named below. Unless otherwise indicated, any
capitalized term used
but not defined herein shall have the meaning ascribed to
such term in the Plan.
1.
Participant: Jamieson
A. Karson
2.
Grant Date:
March 24, 2006
3.
Number of Shares granted subject to restriction: 20,000
(a)
Notwithstanding
anything herein,
the Participant hereby
acknowledges and
agrees that the Shares granted pursuant to this Agreement are
subject to, and conditioned upon, stockholder approval of the Plan at the
next
scheduled stockholders' meeting, and the Participant further agrees
that if such
approval is not obtained this Agreement shall be null and void ab
initio.
(b) The
Participant hereby
further acknowledges
and agrees that
the Shares granted
pursuant to this
Agreement shall be
granted in lieu of the
annual grant of stock
options or other
equity awards not yet granted by the
Company to the Participant under the Participant's employment agreement with
respect to the 2005 fiscal year and that the execution by the Participant of
this Agreement
shall constitute a waiver of any right
or entitlement
to any
annual equity award grant under such employment agreement with respect to the
2005 fiscal year.
If stockholder approval of the Plan is not
obtained at the
next scheduled
stockholders'
meeting,
nothing
herein shall affect the
Participant's rights
under his employment
agreement to any annual grants of
stock options, any other equity awards or otherwise.
4.
Restrictions on
Transfer. The
Participant shall not
sell, transfer,
pledge, hypothecate,
assign or otherwise
dispose of the Shares,
except as set
forth in the Plan or Agreement. Any attempted sale, transfer, pledge,
hypothecation, assignment or other disposition of the Shares in
violation of the
Plan or this Agreement shall be void and of no effect and the
Company shall have
the right to disregard
the same on its books
and records
and to issue
"stop
transfer" instructions to its transfer agent.
5.
Restricted Stock.
----------------
(a) Retention
of Certificates. Promptly after the date of this
Agreement, the
Company shall issue stock certificates representing the
Restricted Stock unless, to the extent permitted under applicable
law, it elects
to issue the Shares in
the form of
uncertificated shares
and recognize
such
ownership through an uncertificated book entry account maintained
by the Company
(or its designee)
on behalf of the
Participant
or through another similar
method. The stock certificates shall be registered in the
Participant's name and
shall bear any legend
required under the
Plan or Section 6 of this Agreement.
Unless held in uncertificated book entry form, such stock
certificates shall be
held in custody by the Company (or its designated agent) until the restrictions
thereon shall have lapsed. Upon the Company's request, the Participant shall
deliver to the Company a duly signed stock power, endorsed in
blank, relating to
the Restricted
Stock. If the Participant receives a stock dividend or
extraordinary cash dividend on the Restricted Stock or the
Participant
receives
any other shares,
securities,
moneys or property (other than regular cash
dividends on and after the date of this Agreement) representing a distribution
or return of capital upon or in respect of the Restricted Stock pursuant to a
stock split,
reclassification or other like changes of the Restricted Stock,
or
otherwise received in
exchange therefor,
and any warrants,
rights or options
issued to the Participant in respect of the Restricted Stock
(collectively
"RS
Property") as long as the Restricted Stock remains "Restricted Stock," such RS
Property shall be subject to the same restrictions as the Restricted
Stock with
regard to which they are issued and shall herein be encompassed
within the term
"Restricted Stock."
(b) Rights
with Regard to Restricted Stock. The Participant will
have the right to vote the Restricted Stock, to receive and retain
all dividends
payable to
holders of Shares of record on and after the transfer of the
Restricted Stock
(although such dividends shall be treated, to the extent
required by applicable law, as additional compensation for tax purposes if
paid
on Restricted
Stock and stock
dividends will be subject to the
restrictions
<PAGE>
provided in
Section 5(c)), and to exercise all other rights, powers and
privileges of a holder of Common Stock with respect to the
Restricted Stock
set
forth in the Plan,
with the exceptions
that: (i) the
Participant will not
be
entitled to delivery of the stock certificate or certificates
representing the
Restricted Stock until
the Restriction
Period shall have expired; (ii) the
Company (or its designated agent) will retain custody of the
stock certificate
or certificates
representing
the Restricted Stock and the other RS
Property
during the Restriction
Period; (iii) no RS Property shall bear
interest or be
segregated in separate
accounts during the
Restriction
Period; and (iv) the
Participant may not
sell, assign,
transfer, pledge, exchange, encumber or
dispose of the Restricted Stock during the Restriction Period.
(c) Vesting.
The Restricted Stock shall become vested and cease to
be Restricted
Stock (but shall
remain subject to
Sections 5(g) and 7 of
this
Agreement) 25% on
April 1, 2007, 25% on April 1, 2008, 25% on April 1, 2009 and
25% on April 1, 2010;
provided that the
Participant has not
had a Termination
any time prior to the applicable vesting date.
The Shares of Restricted Stock will become fully vested on
a Change in
Control.
Upon vesting, the Company shall promptly issue and deliver,
unless the
Company is
using book entry, to the Participant a new stock certificate
registered in the name of the Participant for such Shares without
the legend set
forth in Section 6 hereof and deliver to the Partici
