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TERMINATION AGREEMENT , dated as of April 11, 2008 (the
“Agreement”), by and between STEVEN MADDEN, LTD. , a
Delaware corporation (the “Company”), and JEFFREY SILVERMAN (the
“Executive”).
RECITALS
WHEREAS , the Executive is employed by the Company pursuant
to an Employment Agreement, dated as of May 16, 2007, by and
between the Company and the Executive (the “Original
Employment Agreement”), as amended by an Amendment to
Employment Agreement, dated as of December 21, 2007, by and between
the Company and the Executive (the “Amendment”) (the
Original Employment Agreement, as amended by the Amendment, the
“Employment Agreement”).
WHEREAS , the Company and the Executive desire to terminate
the Executive’s employment with the Company upon and subject
to the terms and conditions set forth herein.
NOW, THEREFORE , upon the agreements and covenants set forth
herein, the parties hereto agree as follows:
1.
EMPLOYMENT TERMINATION; PAYMENTS; EMPLOYMENT AGREEMENT
.
1.1
The
parties hereby acknowledge and agree that, effective at the close
of business on April 4, 2008, the Executive resigned his employment
with the Company.
1.2
On
the Agreement Effective Date (as hereinafter defined), the Company
will pay to the Executive the $600,000 lump-sum payment referred to
in Section 1 of the Settlement and Release Agreement, dated as of
December 21, 2007, by and between the Company and the Executive
(the “Settlement Agreement”). The amount to
be paid to the Executive pursuant to this Section 1.2 (and, subject
to the terms and conditions of this Agreement, Section 6 hereof)
shall constitute the sole and exclusive remedy of the Executive,
and the Executive shall not be entitled to any other or further
compensation, rights or benefits hereunder, under the Employment
Agreement, under the Settlement Agreement or
otherwise.
1.3
The
parties agree that the termination of the Executive’s
employment with the Company shall not result in a termination of
the Employment Agreement. The provisions of Sections 6,
7 and 8 of the Original Employment Agreement (as amended by the
Amendment) shall survive the termination of the Executive’s
employment; provided; however, that unless the Executive revokes
this Agreement as provided in Section 2.5 hereof, the reference to
July 1, 2008 in Section 6(b) of the Original Employment Agreement
(as amended by the Amendment) is hereby deemed to refer to the
Agreement Effective Date.
2.
WAIVER AND RELEASE . As consideration for this
Agreement and the rights granted to the Executive herein, the
Executive hereby makes the following acknowledgments and
agreements. For purposes of this Section 2, the term
“Company” shall include the Company and each and every
of its subsidiaries, affiliates, divisions, parents, and
respective predecessors, successors and assigns and their
respective directors, officers, representatives, shareholders,
agents, employees, consultants and independent contractors, past,
present and future.
2.1
The
terms and implications of this Agreement have been fully explained
to the Executive.
2.2
The
Executive has been advised that he has twenty-one (21) days to
consider this Agreement and decide for himself whether or not he
wants to sign it.
2.3
The
Executive has been advised to consult with an attorney of his
choice concerning this Agreement and the implications to the
Executive of signing or not signing it.
2.4
The
Executive has carefully considered other alternatives to executing
this Agreement, and has decided that he wants to sign
it.
2.5
The
Executive is entitled to change his mind and revoke this Agreement
within seven (7) days of signing it (the “Revocation
Period”). This Agreement will not become effective
and the Executive will not receive any of the benefits set out
below until the eighth day after the Executive signs it (the
“Agreement Effective Date”). Any revocation
within the Revocation Period must be submitted, in writing, to the
Chief Executive Officer of the Company and state, “I hereby
revoke my acceptance of the Termination Agreement between the
Company and me.” The revocation must be received
by the Chief Executive Officer by the end of the Revocation
Period. If the last day of the Revocation Period is a
Saturday, Sunday, or legal holiday in the state of New York, then
the Revocation Period shall not expire until the next following day
which is not a Saturday, Sunday, or legal holiday and the Agreement
Effective Date shall be likewise extended. In the event
of a timely revocation by the Executive, this Agreement shall be
deemed null and void.
2.6
By
entering into this Agreement, the parties do not admit, and
specifically deny, any liability or wrongdoing, or violation of any
law, statute, order, regulation or policy. It is
expressly understood and agreed that this Agreement is being
entered into solely for the purpose of avoiding the costs of
litigation and amicably resolving all matters in controversy,
disputes, causes of action, claims, contentions and differences of
any kind whatsoever which have been or could have been alleged by
the respective parties against each other.
2.7
The
Executive acknowledges that he knows that there are various
federal, state and local laws which prohibit employment
discrimination on the basis of age, sex, race, color, creed,
national origin, marital status, religion, disability or veteran
status and that these laws are enforced through the Federal Equal
Employment Opportunity Commission, the New York State Division of
Human Rights and various city, county and local human rights
agencies. In addition, the Executive acknowledges that
he knows that there are other federal, state and local laws of
other types or description regarding employment, including, but not
limited to, claims arising from or derivative of the
Executive’s employment with the Company. For the
consideration set forth in this Agreement, to which the Executive
is not otherwise entitled, the Executive intends to voluntarily
give up any rights he may have under these or any other law with
respect to his employment with the Company or the termination of
his employment, including his rights under the Age Discrimination
in Employment Act of 1967, as amended, 29 U.S.C. §621 et. seq.
(“ADEA”), and Title VII of the Civil Rights Act of
1964, as amended, 42 U.S.C. §2000 et. seq. (“Title
VII”). The parties agree that this is not an
acknowledgment that the Company has violated any law or regulation
and the Company specifically denies having done so.
2.8
The
consideration set forth herein is in full and complete satisfaction
of all claims whatsoever. The Executive hereby releases, waives,
and forever discharges any and all claims of any kind against the
Company arising from the Executive’s employment and/or
separation from employment with the Company, or from any other
matter whatsoever up to and including the date of this Agreement,
whether known or unknown, that he may have or had, including, but
not limited to, fraud, claims arising under ADEA, Title VII, the
Civil Rights Act of 1866, 42 U.S.C. §1981, 42 U.S.C.
§1983, The Equal Pay Act, as amended, 29 U.S.C.
§206(d)(1), the Fair Labor Standards Act of 1938, as amended,
29 U.S.C. §201 et. seq., the Family and Medical Leave Act of
1993, 29 U.S.C. §2601 et. seq., the Employee
Retirement
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