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Item
1.01.
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Entry
into a Material Definitive Agreement.
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On
April 29, 2008, the Board of Directors (the Board) of Steven Madden, Ltd.
(the Company) and the Compensation Committee of the Board of the Company (the
Compensation Committee) approved, pursuant to the Steven Madden, Ltd. 2006
Stock Incentive Plan (the Plan), the grant of an option to Steven Madden, the
Companys Creative and Design Chief, to purchase 100,000 shares of common stock
of the Company, exercisable to the extent of 20,000 shares on each of April 29,
2009, April 29, 2010, April 29, 2011, April 29, 2012 and April 29, 2013. Such option is exercisable until April 29,
2015 at an exercise price of $19.32 per share.
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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On
April 29, 2008, the Company and Amelia Newton Varela entered into an Employment
Agreement (the Employment Agreement), pursuant to which Ms. Varela is to
serve as the Companys Executive Vice President of Wholesale and Retail for a
term expiring on December 31, 2010, unless sooner terminated in accordance with
the provisions of the Employment Agreement.
Pursuant to the Employment Agreement, Ms. Varela is entitled to receive
an annual base salary of $350,000
from January 1, 2008 through December 31, 2008 and $400,000 from January 1,
2009 through December 31, 2010, and certain performance bonuses for each of
2008, 2009 and 2010, as described in the Employment Agreement, based on the
year-to-year changes in EBIT in the Companys Wholesale Footwear Division and
Retail Division. If Ms. Varela is still
employed by the Company on December 31, 2010, she will also be entitled to a
bonus of $200,000.
Pursuant
to the Employment Agreement, on April 29, 2008, Ms. Varela was granted
an option to purchase 50,000 shares of the Companys common stock at an
exercise price of $19.32 per share. The
option is exercisable until April 29, 2015 to the extent of 10,000 shares on
each of April 29, 2009, April 29, 2010, April 29, 2011, April 29, 2012 and
April 29, 2013. Further, in the event that Ms. Varela is still
employed by the Company (i) on April 1, 2009, she shall be granted an option to
purchase 25,000 shares of common stock of the Company and (ii) on April 1,
2010, she shall be granted an option to purchase 25,000 shares of common stock
of the Company. Such options shall vest
20% each year for five years, commencing on the first anniversary date of the
grant of the options, have a term of seven years and have an exercise price
equal to the market price on the grant date.
The
Company may terminate the Employment Agreement for cause (as such term is
defined in the Employment Agreement) or without cause. In the event that Ms. Varelas employment is
terminated by the Company for cause, the Company shall have no further
obligations to Ms. Varela, and Ms. Varela shall be entitled to no further
compensation from the Company, except for any accrued and unpaid salary through
the date of her termination.
In
the event that Ms. Varelas employment is terminated by the Company without
cause, she shall be entitled to (i) salary payments, at the regular intervals
of payment, from the date of termination through the date the Employment
Agreement would have otherwise terminated but for the involuntary termination
plus (ii) any accrued and unpaid bonus amounts for the year prior to
termination.
The
foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Employment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K,
which is incorporated by reference herein.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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10.1
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Employment Agreement, dated
April 29, 2008, between Steven Madden, Ltd. and Amelia Newton Varela.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: May 5, 2008
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STEVEN
MADDEN, LTD.
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By:
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/s/ Edward R. Rosenfeld
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Edward R. Rosenfeld
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Interim Chief Executive Officer
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