- Current report filing (8-K)
October 13 2009 - 9:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 7, 2009
(Date of earliest event reported)
STEVEN
MADDEN, LTD.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-23702
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13-3588231
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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52-16
Barnett Avenue, Long Island City, New York 11104
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(Address
of Principal Executive Offices) (Zip Code)
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Registrants telephone number, including area code: (718) 446-1800
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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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(e)
On October 7, 2009, Steven Madden, Ltd. (the Company) entered into an
employment agreement with Robert Schmertz, the Companys Brand Director (the
Schmertz Employment Agreement), and a fourth amendment to its existing
employment agreement with Arvind Dharia, the Companys Chief Financial Officer
(the Dharia Employment Agreement).
The
Schmertz Employment Agreement, the full text of which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference,
replaces an existing employment agreement with Mr. Schmertz which was to expire
by its terms on December 31, 2009. Pursuant to the Schmertz Employment
Agreement, Mr. Schmertz will continue to serve as Brand Director of the Company
for a term commencing on October 7, 2009 and expiring on December 31, 2012,
unless sooner terminated in accordance with the Schmertz Employment Agreement.
Mr. Schmertz will continue to be paid during the period from October 7, 2009
through December 31, 2009 an annual salary of $600,000, the salary reflected in
his previous agreement, but his base salary will increase to $660,000 per year
beginning on January 1, 2010 for the duration of the term. Pursuant to the
Schmertz Employment Agreement, Mr. Schmertz is entitled to receive a
performance bonus for 2009 of $300,000, minus deductions required to be
withheld for taxes (the 2009 Bonus), $200,000 of which will be paid to him by
October 21, 2009 and the remaining $100,000 of which will be paid to him on or
about March 15, 2010. Future bonuses, if any, are at the absolute discretion of
the Board of Directors. Under the Schmertz Employment Agreement, Mr. Schmertz
continues to receive a monthly automobile allowance of $1,250. In addition, the
Schmertz Employment Agreement provides for the grant to Mr. Schmertz of an
option to purchase 50,000 shares of the Companys common stock, $0.0001 per
share (the Common Stock), under the Steven Madden, Ltd, 2006 Stock Incentive
Plan, as amended, at an exercise price equal to the closing market price of the
Common Stock on October 7, 2009, the date of execution of the Schmertz
Employment Agreement ($37.10). The option is subject to vesting in equal annual
installments of 10,000 shares over a five year period on each anniversary of
the date of grant commencing on October 8, 2010. The option will remain
exercisable until October 8, 2016.
The
Company may terminate the Schmertz Employment Agreement for Cause (as defined
therein) in which event Mr. Schmertz would be entitled to receive only his
accrued and unpaid base salary through the date of termination. In the event
that Mr. Schmertzs employment is terminated by the Company without Cause, he
would be entitled to receive payment of his annual salary, payable at regular
payroll intervals, from the date of termination through the remainder of the
term plus any accrued and unpaid portion of the 2009 Bonus. In addition, if Mr.
Schmertzs employment is terminated by the Company without Cause during the
period commencing 30 days prior to a Change of Control (as defined in the
Schmertz Employment Agreement) and ending 180 days after a Change of Control,
he would be entitled to receive an amount equal to the lesser of (i) the
average amount of total compensation actually received by him during the
preceding three calendar years multiplied by 3 and (ii) the maximum amount that
is tax deductible to the Company under Section 280G of the Internal Revenue
Code, such amount to be in lieu of and not in addition to any other payments to
which he would be entitled in the event of the termination of his employment.
The
foregoing description of the Schmertz 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 herein by reference.
Also,
on October 7, 2009, the Company entered into a fourth amendment (the Fourth Amendment)
to its existing employment agreement, dated January 1, 1998, as amended
(theDharia Employment Agreement), with Arvind Dharia, the Companys Chief
Financial Officer, which was due to expire on December 31, 2009. The Fourth
Amendment, the full text of which is filed as Exhibit 10.2 to this Current
Report on Form 8-K and is incorporated herein by reference, amends the Dharia
Employment Agreement with the Company to: (i) extend the term of Mr. Dharias
employment through December 31, 2011, (ii) increase Mr. Dharias annual base
salary to $528,304.22, a 10% increase over his current salary, and (iii)
increase the amount provided to Mr. Dharia as an automobile allowance from
$1,000 to $1,200 per month. All other terms of the Dharia Employment Agreement
remain unchanged.
The
foregoing description of the Fourth Amendment to the Dharia Employment
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Fourth Amendment filed as Exhibit 10.2 to
this Current Report on Form 8-K, which is incorporated herein by reference.
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Item 9.01.
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Financial
Statements and Exhibits.
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Exhibit
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Description
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10.1
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Employment
Agreement, dated October 7, 2009, between the Company and Robert Schmertz
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10.2
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Amendment
No. 4, dated October 7, 2009, to Employment Agreement of Arvind Dharia,
between the Company and Arvind Dharia
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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: October
9, 2009
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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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Chief Executive Officer
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