As filed with the Securities and Exchange Commission on July 26, 2004,
Registration No. -_________
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------
STEVEN MADDEN, LTD.
(Exact name of registrant as specified in its charter)
Delaware 13-3588231
------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
52-16 Barnett Avenue, Long Island City, NY 11104
------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Written Compensation Contracts
(Full Title of the Plan)
Jamieson Karson
Chairman and Chief Executive Officer
Steven Madden, Ltd.
52-16 Barnett Avenue
Long Island City, NY 11104
(718) 446-1800
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent For Service)
Copies to:
Dennis J. Block, Esq.
Cadwalader, Wickersham & Taft LLP
100 Maiden Lane
New York, New York 10038
(212) 504-6000
---------------
CALCULATION OF REGISTRATION FEE
===============================================================================================================
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered(1) Share(2) price(2) registration fee(2)
- ---------------------------------------------------------------------------------------------------------------
Common Stock............ 260,000 $16.36 $4,253,600 $538.93
===============================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
proposed maximum aggregate offering price and the registration fee are
based upon the average of the high and low prices per share of the
Registrant's Common Stock reported on July 22, 2004.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will
be sent or given to the employees participating in the written compensation
contracts as specified by Rule 428(b)(1) of the Securities Act. Those documents
and the documents incorporated by reference into this Registration Statement,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents, as filed with the Securities and Exchange
Commission (the "SEC") by the Company are incorporated herein by reference:
(1) Annual Report on Form 10-K for the year ended December 31, 2003.
(2) Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.
(3) Current Report on Form 8-K dated January 26, 2004, Current Report on
Form 8-K dated March 3, 2004, Current Report on Form 8-K dated March
25, 2004, Current Report on Form 8-K dated April 29, 2004, Current
Report on Form 8-K dated May 21, 2004 and Current Report on Form 8-K
dated July 23, 2004.
(4) description of the Common Stock, par value $.0001 per share ("Common
Stock"), contained in the Company's registration statement on Form
SB-2, as amended, dated August 5, 1993 (SEC File No. 033-67162) as
such description may be amended by the Amended and Restated
Certificate of Incorporation of the Company filed as Exhibit 1 to the
Current Report on Form 8-K filed on November 23, 1998.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the effective date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 6. Indemnification of Directors and Officers.
Reference is made to Section 145 of the Delaware General Corporation Law
which provides for indemnification of directors and officers in certain
circumstances.
Article Ten of the Company's Certificate of Incorporation states as
follows:
The Company shall, to the fullest extent permitted by Section 145 of the
General Corporation Law of the State of Delaware, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
The Company's Amended and Restated Certificate of Incorporation is filed as
Exhibit 1 to the Current Report on Form 8-K filed on November 23, 1998.
For the undertaking with respect to indemnification, see Item 9.
Item 8. Exhibits
Exhibit No. Description
----------- -----------
5 Opinion of Cadwalader, Wickersham & Taft LLP.
10.1 Agreement dated April 2, 2002 between Steven Madden,
Ltd. and Robert Schmertz.
10.2 Agreement dated August 1, 2002 between Steven Madden,
Ltd. and Daianara Grullon.
10.3 Agreement dated August 1, 2002 between Steven Madden,
Ltd. and John McCann.
10.4 Agreement dated August 1, 2002 between Steven Madden,
Ltd. and Rachelle Watts.
10.5 Agreement dated August 1, 2002 between Steven Madden,
Ltd. and Amelia Varela.
10.6 Agreement dated August 1, 2002 between Steven Madden,
Ltd. and Mike Murphy.
10.7 Amendment No. 2 (to Employment Agreement) dated
October 30, 2002 between Steven Madden, Ltd. and
Arvind Dharia (incorporated by reference to Exhibit
10.16 to the Report on Form 10-Q filed by the Company
with the SEC on November 14, 2002).
10.8 Agreement dated October 7, 2002 between the Steve
Madden Mens Wholesale Division of Steven Madden, Ltd.
and Harry Chen.
10.9 Amendment No. 1 (to Employment Agreement) dated July
1, 2002 between Steven Madden, Ltd. and Richard
Olicker (incorporated by reference to Exhibit 10.6 to
the Report on Form 10-Q filed by the Company with the
SEC on November 14, 2002).
10.10 Agreement dated January 2, 2003 between Steven
Madden, Ltd. and Jeff Birnbaum.
23.1 Consent of Cadwalader, Wickersham & Taft LLP
(included in Exhibit 5).
23.2 Consent of Eisner LLP.
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
-2-
provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time will be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(d) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions referred to in Item 6 of this Registration
Statement, or otherwise, the registrant has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
-3-
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Long Island City, New York, on July 26, 2004.
STEVEN MADDEN, LTD.
By: /s/ JAMIESON KARSON
------------------------------------
Jamieson Karson
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- ---------------------------- --------------------------- -----------------
/s/ JAMIESON KARSON Chairman and Chief July 26, 2004
- ---------------------------- Executive Officer
Jamieson Karson
/s/ JEFFREY BIRNBAUM Director July 26, 2004
- ----------------------------
Jeffrey Birnbaum
/s/ MARC S. COOPER Director July 26, 2004
- ----------------------------
Marc S. Cooper
/s/ JOHN L. MADDEN Director July 26, 2004
- ----------------------------
John L. Madden
/s/ PETER MIGLIORINI Director July 26, 2004
- ----------------------------
Peter Migliorini
/s/ THOMAS H. SCHWARTZ Director July 26, 2004
- ----------------------------
Thomas H. Schwartz
/s/ AWADHESH SINHA Director July 26, 2004
- ----------------------------
Awadhesh Sinha
/s/ ARVIND DHARIA Chief Financial Officer July 26, 2004
- ----------------------------
Arvind Dharia
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
5 Opinion of Cadwalader, Wickersham & Taft LLP.
10.1 Agreement dated April 2, 2002 between Steven Madden,
Ltd. and Robert Schmertz.
10.2 Agreement dated August 1, 2002 between Steven Madden,
Ltd. and Daianara Grullon.
10.3 Agreement dated August 1, 2002 between Steven Madden,
Ltd. and John McCann.
10.4 Agreement dated August 1, 2002 between Steven Madden,
Ltd. and Rachelle Watts.
10.5 Agreement dated August 1, 2002 between Steven Madden,
Ltd. and Amelia Varela.
10.6 Agreement dated August 1, 2002 between Steven Madden,
Ltd. and Mike Murphy.
10.7 Amendment No. 2 (to Employment Agreement) dated
October 30, 2002 between Steven Madden, Ltd. and
Arvind Dharia (incorporated by reference to Exhibit
10.16 to the Report on Form 10-Q filed by the Company
with the SEC on November 14, 2002).
10.8 Agreement dated October 7, 2002 between the Steve
Madden Mens Wholesale Division of Steven Madden, Ltd.
and Harry Chen.
10.9 Amendment No. 1 (to Employment Agreement) dated July
1, 2002 between Steven Madden, Ltd. and Richard
Olicker (incorporated by reference to Exhibit 10.6 to
the Report on Form 10-Q filed by the Company with the
SEC on November 14, 2002).
10.10 Agreement dated January 2, 2003 between Steven
Madden, Ltd. and Jeff Birnbaum.
23.1 Consent of Cadwalader, Wickersham & Taft LLP
(included in Exhibit 5).
23.2 Consent of Eisner LLP.
Exhibit 5
[GRAPHIC OMITTED]
July 26, 2004
Steven Madden, Ltd.
52-16 Barnett Avenue
Long Island City, New York 11104
Re: Steven Madden, Ltd.
-------------------
Registration Statement on Form S-8 pertaining to written compensation contracts
- -------------------------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Steven Madden, Ltd., a Delaware corporation (the
"Company") in connection with the preparation and filing by the Company with the
Securities and Exchange Commission (the "Commission") of the Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"). This opinion relates to an aggregate of
260,000 shares (the "Shares") of the Company's common stock, par value $.0001
per share (the "Common Stock"), to be issued under the written compensation
contracts being registered pursuant to the Registration Statement.
In rendering the opinion set forth below, we have examined and relied upon the
originals, copies or specimens, certified or otherwise identified to our
satisfaction, of (a) the Registration Statement, (b) the written compensation
contracts and (c) such certificates, corporate and public records, agreements
and instruments and other documents as we have deemed appropriate as a basis for
the opinion expressed below. In such examination we have assumed the genuineness
of all signatures, the authenticity of all documents, agreements and instruments
submitted to us as originals, the conformity to original documents, agreements
and instruments of all documents, agreements and instruments submitted to us as
copies or specimens, the authenticity of the originals of such documents,
agreements and instruments submitted to us as copies or specimens, the
conformity of the text of each document filed with the Commission through the
Commission's Electronic Data Gathering, Analysis and Retrieval System to the
printed document reviewed by us, and the accuracy of the matters set forth in
the documents, agreements and instruments we reviewed. As to any facts material
to such opinion that were not known to us, we have relied upon statements and
representations of officers and other representatives of the Company. Except as
expressly set forth herein, we have not undertaken any independent investigation
(including, without limitation, conducting any review, search or investigation
of any public files, records or dockets) to determine the existence or absence
of the facts that are material to our opinion, and no inference as to our
knowledge concerning such facts should be drawn from our reliance on the
representations of the Company in connection with the preparation and delivery
of this letter. As used herein, "to our knowledge", "known to us" or words of
similar import mean the actual knowledge, without independent investigation, of
any lawyer in our firm actively involved in the transactions contemplated by the
Registration Statement.
We express no opinion concerning the laws of any jurisdiction other than the
laws of the State of New York and the General Corporation Law of the State of
Delaware (including the statutory provisions, all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting the
foregoing). We are not licensed to practice law in the State of Delaware. Except
as described, we have neither examined nor do we express any opinion with
respect to Delaware law.
Based upon and subject to the foregoing, we are of the opinion that the Shares,
when issued and delivered by the Company pursuant to the written compensation
contracts will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement, without admitting that we are "experts" within the
meaning of the Securities Act or the rules and regulations of the Commission
issued thereunder with respect to any part of the Registration Statement,
including this exhibit.
Very truly yours,
/s/ CADWALADER, WICKERSHAM & TAFT LLP
Page 2
Exhibit 10.1
STEVEN MADDEN, LTD.
52-16 BARNETT AVENUE
LONG ISLAND CITY, NY 11104
T (718)-308-2292
F (718)-308-8992
- --------------------------------------------------------------------------------
April 02, 2002
Mr. Robert Schmertz
Dear Robert:
Below are the terms of your employment with Steve Madden, Ltd.:
1. Term of Employment: 04/01/2002 to 06/30/2005
------------------
Your position with the company is President of Steven Madden Wholesale
Womens Division and Brand Manager for the Steven Madden brand or-any
position assigned by Corporate President or Chief Executive Officer.
2. Salary: $375,000.00 effective 4/1/02 thru 6/30/03
------ $412,500.00 effective 7/1/03 thru 6/30/04
$453,750.00 effective 7/1/04 thru 6/30/05
Less such deductions as shall be required to be withheld by applicable law
and regulations.
3. Options:
-------
(A) 100,000 options of common stock with a grant price based on
the fair market value on the date of the 2002 Annual
Shareholders Meeting, subject to shareholders approval. These
options shall vest quarterly beginning with 25,000 options
vesting on 09/30/2002 and 25,000 options vesting on the last
day of each quarter thereafter, and vesting fully on June 30,
2003.
(B) 100,000 options of common stock for calendar year 2002
performance, with a grant price based on the fair market value
on the date of the year 2003 Annual Shareholders Meeting,
subject to shareholders approval. These options shall vest
quarterly beginning with 25,000 options vesting on 9/30/2003
and 25,000 options vesting on the last day of each quarter
thereafter and vesting fully on June 30, 2004.
(C) 100,000 options of common stock for calendar year 2003
performance, with a grant price based on the fair market value
on the date of the 2004 Annual Shareholders Meeting, subject
to shareholders approval. These options shall vest quarterly
beginning with 25,000 options vesting on 09/30/2004 and 25,000
options vesting on the last day of each quarter thereafter and
vesting fully on June 30, 2005.
(D) In addition to the above, subject to shareholder approval and
subject to your continuous employment by the Company from the
commencement date of this agreement through June 30, 2005, you
shall be entitled to receive 50,000 shares ("Cliff Vested
Shares").
4. Change of Control: In the event there is a change of control, all
unvested options and common stock will accelerate and will immediately
vest on the date of the change of control, priced as of the date of
transfer.
5. Key Man: In the event that Steve Madden is no longer employed by the
Company, you shall have the option of terminating this Agreement by
delivery of notice to the Company within ten (10) days following such
event.
6. Covenant Not to Compete: Executive recognizes that the services to be
performed by him hereunder are special and unique. In consideration of
the compensation granted herein, the Executive agrees that, in the
event he either terminates his employment of his own accord or is
terminated by the Company for cause prior to the expiration of this
agreement, for a period of 12 months following such termination, he
shall not engage in or accept employment with any competitive business
for his special and unique services.
7. Expenses: All reasonable and necessary business related expenses
including a cellular phone are to be paid by Employer.
8. Automobile: Employer shall pay to Employee $500.00 per month as a car
allowance.
9. Vacations: Vacations, sick days and personal days in accordance with
executive policy.
10. Miscellaneous: In the event the Executive breaches this agreement all
unearned and unvested options shall become null and void and executive
shall forfeit all rights to the "Cliff Vested Shares".
11. Signing Bonus: Executive shall receive a signing bonus of $150,000 upon
the execution of this Agreement.
Steve Madden, Ltd
/s/ ROBERT SCHMERTZ /s/ JAMIESON A. KARSON
- ---------------------------- ---------------------------------
Robert Schmertz By: Jamieson A. Karson, CEO
Exhibit 10.2
STEVEN MADDEN, LTD.
STOCK GRANT AGREEMENT ("Agreement")
Steven Madden, Ltd., a Delaware corporation (the "Company"), hereby
grants the right to receive shares (the "Grant") of its Common Stock (the
"Shares") to Grantee named below, on the terms and conditions set forth in this
Agreement. The terms and conditions of the Grant are set forth in this
Agreement.
- --------------------------------------------------------------------------------
Date of Agreement: August 1, 2002
- --------------------------------------------------------------------------------
Name of Grantee: Daianara Grullon
- --------------------------------------------------------------------------------
Grantee's Social Security Number:
- --------------------------------------------------------------------------------
Number of Shares Covered by Grant: 20,000
- --------------------------------------------------------------------------------
Grant Schedule: On January 1, 2005 (the "Grant Date"),
provided that Grantee shall then be
employed by the Company in the same
capacity that Grantee is employed by the
Company as of the date hereof, Grantee
shall then be entitled to and receive a
Grant of an aggregate of 20,000 shares of
the Company's common stock (the "Granted
Shares"). Such Grant shall be personal to
Grantee and may not be assigned,
transferred, pledged or hypothecated by
Grantee.
- --------------------------------------------------------------------------------
Withholding The Company or any affiliate thereof
Tax Requirement: shall have the right to retain and
withhold the amount of taxes required by
any government to be withheld or
otherwise deducted and paid with respect
to the issuance of the Shares. No Grant
may be effective unless and until
arrangements satisfactory to the Company,
in its sole discretion, to pay such
withholding taxes are made. At its
discretion, the Company may require the
Grantee to reimburse the Company for any
such taxes required to be withheld by the
Company and withhold any distribution in
whole or in part until the Company is so
reimbursed. In lieu thereof, the Company
shall have the right to withhold from any
other cash amounts due or to become due
from the Company to Grantee an amount
equal to such taxes or retain and
withhold a number of shares having a
market value not less than the amount of
such taxes required to be withheld by the
Company to reimburse the Company for any
such taxes and cancel (in whole or in
part) any such Shares so withheld.
Although the Company may, in its
discretion, accept Shares as payment of
withholding taxes, the Company shall not
be obligated to do so.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Effect of Liquidation, Upon a merger (other than a merger of the
Reorganization, or Company in which the holders of Shares
Change in Control: immediately prior to the merger have the
same proportionate ownership of common
stock in the surviving corporation
immediately after the merger),
consolidation, acquisition of property or
stock, separation, reorganization (other
than mere reincorporation or creation of
a holding company), or liquidation of the
Company (each, an "event"), as a result
of which the stockholders of the Company
receive cash, stock, or other property in
exchange for, or in connection with,
their Shares, this Agreement and the
Grant shall accelerate and be issued (in
the original form or in a substantially
equivalent form) no later than six (6)
months after such event whether or not
the Grant Date set forth in this
Agreement has occurred but provided that
the Grantee is employed by the Company or
the surviving entity upon the date of
such issuance in the same or
substantially similar capacity that
Grantee is employed by the Company as of
the date hereof.
- --------------------------------------------------------------------------------
Entire Agreement: This Agreement constitutes the entire
Agreement of Grantee and the Company with
respect to matters set forth herein and
supersedes any prior understanding or
agreement, oral or written, with respect
thereto.
- --------------------------------------------------------------------------------
By signing this Agreement sheet, you agree to all of the terms and
conditions described in this Agreement.
Grantee: /s/ DAIANARA GRULLON
-------------------------------
(Signature)
Name: Daianara Grullon
Name: /s/ JAMIESON KARSON
----------------------------------
Company: Steve Madden Ltd.
Title: Chief Executive Officer
Exhibit 10.3
STEVEN MADDEN, LTD.
STOCK GRANT AGREEMENT ("Agreement")
Steven Madden, Ltd., a Delaware corporation (the "Company"), hereby
grants the right to receive shares (the "Grant") of its Common Stock (the
"Shares") to Grantee named below, on the terms and conditions set forth in this
Agreement. The terms and conditions of the Grant are set forth in this
Agreement.
- --------------------------------------------------------------------------------
Date of Agreement: August 1, 2002
- --------------------------------------------------------------------------------
Name of Grantee: John McCann
- --------------------------------------------------------------------------------
Grantee's Social Security Number:
- --------------------------------------------------------------------------------
Number of Shares Covered by Grant: 20,000
- --------------------------------------------------------------------------------
Grant Schedule: On January 1, 2005 (the "Grant Date"),
provided that Grantee shall then be
employed by the Company in the same
capacity that Grantee is employed by the
Company as of the date hereof, Grantee
shall then be entitled to and receive a
Grant of an aggregate of 20,000 shares of
the Company's common stock (the "Granted
Shares"). Such Grant shall be personal to
Grantee and may not be assigned,
transferred, pledged or hypothecated by
Grantee.
- --------------------------------------------------------------------------------
Withholding The Company or any affiliate thereof
Tax Requirement: shall have the right to retain and
withhold the amount of taxes required by
any government to be withheld or
otherwise deducted and paid with respect
to the issuance of the Shares. No Grant
may be effective unless and until
arrangements satisfactory to the Company,
in its sole discretion, to pay such
withholding taxes are made. At its
discretion, the Company may require the
Grantee to reimburse the Company for any
such taxes required to be withheld by the
Company and withhold any distribution in
whole or in part until the Company is so
reimbursed. In lieu thereof, the Company
shall have the right to withhold from any
other cash amounts due or to become due
from the Company to Grantee an amount
equal to such taxes or retain and
withhold a number of shares having a
market value not less than the amount of
such taxes required to be withheld by the
Company to reimburse the Company for any
such taxes and cancel (in whole or in
part) any such Shares so withheld.
Although the Company may, in its
discretion, accept Shares as payment of
withholding taxes, the Company shall not
be obligated to do so.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Effect of Liquidation, Upon a merger (other than a merger of the
Reorganization, or Company in which the holders of Shares
Change in Control: immediately prior to the merger have the
same proportionate ownership of common
stock in the surviving corporation
immediately after the merger),
consolidation, acquisition of property or
stock, separation, reorganization (other
than mere reincorporation or creation of
a holding company), or liquidation of the
Company (each, an "event"), as a result
of which the stockholders of the Company
receive cash, stock, or other property in
exchange for, or in connection with,
their Shares, this Agreement and the
Grant shall accelerate and be issued (in
the original form or in a substantially
equivalent form) no later than six (6)
months after such event whether or not
the Grant Date set forth in this
Agreement has occurred but provided that
the Grantee is employed by the Company or
the surviving entity upon the date of
such issuance in the same or
substantially similar capacity that
Grantee is employed by the Company as of
the date hereof.
- --------------------------------------------------------------------------------
Entire Agreement: This Agreement constitutes the entire
Agreement of Grantee and the Company with
respect to matters set forth herein and
supersedes any prior understanding or
agreement, oral or written, with respect
thereto.
- --------------------------------------------------------------------------------
By signing this Agreement sheet, you agree to all of the terms and
conditions described in this Agreement.
Grantee: /s/ JOHN MCCANN
---------------------------
(Signature)
Name: John McCann
Title: President of L.E.I
Company: /s/ JAMIE KARSON
---------------------------
Name: Jamie Karson
Title: C.E.O
Exhibit 10.4
STEVEN MADDEN, LTD.
STOCK GRANT AGREEMENT ("Agreement")
Steven Madden, Ltd., a Delaware corporation (the "Company"), hereby
grants the right to receive shares (the "Grant") of its Common Stock (the
"Shares") to Grantee named below, on the terms and conditions set forth in this
Agreement. The terms and conditions of the Grant are set forth in this
Agreement.
- --------------------------------------------------------------------------------
Date of Agreement: August 1, 2002
- --------------------------------------------------------------------------------
Name of Grantee: Rachelle Watts
- --------------------------------------------------------------------------------
Grantee's Social Security Number:
- --------------------------------------------------------------------------------
Number of Shares Covered by Grant: 20,000
- --------------------------------------------------------------------------------
Grant Schedule: On January 1, 2005 (the "Grant Date"),
provided that Grantee shall then be
employed by the Company in the same
capacity that Grantee is employed by the
Company as of the date hereof, Grantee
shall then be entitled to and receive a
Grant of an aggregate of 20,000 shares of
the Company's common stock (the "Granted
Shares"). Such Grant shall be personal to
Grantee and may not be assigned,
transferred, pledged or hypothecated by
Grantee.
- --------------------------------------------------------------------------------
Withholding The Company or any affiliate thereof
Tax Requirement: shall have the right to retain and
withhold the amount of taxes required by
any government to be withheld or
otherwise deducted and paid with respect
to the issuance of the Shares. No Grant
may be effective unless and until
arrangements satisfactory to the Company,
in its sole discretion, to pay such
withholding taxes are made. At its
discretion, the Company may require the
Grantee to reimburse the Company for any
such taxes required to be withheld by the
Company and withhold any distribution in
whole or in part until the Company is so
reimbursed. In lieu thereof, the Company
shall have the right to withhold from any
other cash amounts due or to become due
from the Company to Grantee an amount
equal to such taxes or retain and
withhold a number of shares having a
market value not less than the amount of
such taxes required to be withheld by the
Company to reimburse the Company for any
such taxes and cancel (in whole or in
part) any such Shares so withheld.
Although the Company may, in its
discretion, accept Shares as payment of
withholding taxes, the Company shall not
be obligated to do so.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Effect of Liquidation, Upon a merger (other than a merger of the
Reorganization, or Company in which the holders of Shares
Change in Control: immediately prior to the merger have the
same proportionate ownership of common
stock in the surviving corporation
immediately after the merger),
consolidation, acquisition of property or
stock, separation, reorganization (other
than mere reincorporation or creation of
a holding company), or liquidation of the
Company (each, an "event"), as a result
of which the stockholders of the Company
receive cash, stock, or other property in
exchange for, or in connection with,
their Shares, this Agreement and the
Grant shall accelerate and be issued (in
the original form or in a substantially
equivalent form) no later than six (6)
months after such event whether or not
the Grant Date set forth in this
Agreement has occurred but provided that
the Grantee is employed by the Company or
the surviving entity upon the date of
such issuance in the same or
substantially similar capacity that
Grantee is employed by the Company as of
the date hereof.
- --------------------------------------------------------------------------------
Entire Agreement: This Agreement constitutes the entire
Agreement of Grantee and the Company with
respect to matters set forth herein and
supersedes any prior understanding or
agreement, oral or written, with respect
thereto.
- --------------------------------------------------------------------------------
By signing this Agreement sheet, you agree to all of the terms and
conditions described in this Agreement.
Grantee: /s/ RACHELLE WATTS
-----------------------------------
(Signature)
Name: Rachelle Watts
Name: /s/ JAMIESON KARSON
--------------------------------------
Company: Steve Madden Ltd.
Title: Chief Executive Officer
Exhibit 10.5
STEVEN MADDEN, LTD.
STOCK GRANT AGREEMENT ("Agreement")
Steven Madden, Ltd., a Delaware corporation (the "Company"), hereby
grants the right to receive shares (the "Grant") of its Common Stock (the
"Shares") to Grantee named below, on the terms and conditions set forth in this
Agreement. The terms and conditions of the Grant are set forth in this
Agreement.
- --------------------------------------------------------------------------------
Date of Agreement: August 1, 2002
- --------------------------------------------------------------------------------
Name of Grantee: Amelia C. Varela
- --------------------------------------------------------------------------------
Grantee's Social Security Number:
- --------------------------------------------------------------------------------
Number of Shares Covered by Grant: 20,000
- --------------------------------------------------------------------------------
Grant Schedule: On January 1, 2005 (the "Grant Date"),
provided that Grantee shall then be
employed by the Company in the same
capacity that Grantee is employed by the
Company as of the date hereof, Grantee
shall then be entitled to and receive a
Grant of an aggregate of 20,000 shares of
the Company's common stock (the "Granted
Shares"). Such Grant shall be personal to
Grantee and may not be assigned,
transferred, pledged or hypothecated by
Grantee.
- --------------------------------------------------------------------------------
Withholding The Company or any affiliate thereof
Tax Requirement: shall have the right to retain and
withhold the amount of taxes required by
any government to be withheld or
otherwise deducted and paid with respect
to the issuance of the Shares. No Grant
may be effective unless and until
arrangements satisfactory to the Company,
in its sole discretion, to pay such
withholding taxes are made. At its
discretion, the Company may require the
Grantee to reimburse the Company for any
such taxes required to be withheld by the
Company and withhold any distribution in
whole or in part until the Company is so
reimbursed. In lieu thereof, the Company
shall have the right to withhold from any
other cash amounts due or to become due
from the Company to Grantee an amount
equal to such taxes or retain and
withhold a number of shares having a
market value not less than the amount of
such taxes required to be withheld by the
Company to reimburse the Company for any
such taxes and cancel (in whole or in
part) any such Shares so withheld.
Although the Company may, in its
discretion, accept Shares as payment of
withholding taxes, the Company shall not
be obligated to do so.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Effect of Liquidation, Upon a merger (other than a merger of the
Reorganization, or Company in which the holders of Shares
Change in Control: immediately prior to the merger have the
same proportionate ownership of common
stock in the surviving corporation
immediately after the merger),
consolidation, acquisition of property or
stock, separation, reorganization (other
than mere reincorporation or creation of
a holding company), or liquidation of the
Company (each, an "event"), as a result
of which the stockholders of the Company
receive cash, stock, or other property in
exchange for, or in connection with,
their Shares, this Agreement and the
Grant shall accelerate and be issued (in
the original form or in a substantially
equivalent form) no later than six (6)
months after such event whether or not
the Grant Date set forth in this
Agreement has occurred but provided that
the Grantee is employed by the Company or
the surviving entity upon the date of
such issuance in the same or
substantially similar capacity that
Grantee is employed by the Company as of
the date hereof.
- --------------------------------------------------------------------------------
Entire Agreement: This Agreement constitutes the entire
Agreement of Grantee and the Company with
respect to matters set forth herein and
supersedes any prior understanding or
agreement, oral or written, with respect
thereto.
- --------------------------------------------------------------------------------
By signing this Agreement sheet, you agree to all of the terms and
conditions described in this Agreement.
Grantee: /s/ AMELIA C. VARELA
-----------------------------------
(Signature)
Name: Amelia C. Varela
Company: /s/ JAMIE KARSON
-----------------------------------
Name: Jamie Karson
Title: C.E.O
Exhibit 10.6
STEVEN MADDEN, LTD.
STOCK GRANT AGREEMENT ("Agreement")
Steven Madden, Ltd., a Delaware corporation (the "Company"), hereby
grants the right to receive shares (the "Grant") of its Common Stock (the
"Shares") to Grantee named below, on the terms and conditions set forth in this
Agreement. The terms and conditions of the Grant are set forth in this
Agreement.
- --------------------------------------------------------------------------------
Date of Agreement: August 1, 2002
- --------------------------------------------------------------------------------
Name of Grantee: Mike Murphy
- --------------------------------------------------------------------------------
Grantee's Social Security Number:
- --------------------------------------------------------------------------------
Number of Shares Covered by Grant: 20,000
- --------------------------------------------------------------------------------
Grant Schedule: On July 1, 2004 (the "Grant Date"),
provided that Grantee shall then be
employed by the Company, Grantee shall
then be entitled to and receive a Grant
of an aggregate of 20,000 shares of the
Company's common stock (the "Granted
Shares"). Such Grant shall be personal to
Grantee and may not be assigned,
transferred, pledged or hypothecated by
Grantee.
- --------------------------------------------------------------------------------
Withholding The Company or any affiliate thereof
Tax Requirement: shall have the right to retain and
withhold the amount of taxes required by
any government to be withheld or
otherwise deducted and paid with respect
to the issuance of the Shares. No Grant
may be effective unless and until
arrangements satisfactory to the Company,
in its sole discretion, to pay such
withholding taxes are made. At its
discretion, the Company may require the
Grantee to reimburse the Company for any
such taxes required to be withheld by the
Company and withhold any distribution in
whole or in part until the Company is so
reimbursed. In lieu thereof, the Company
shall have the right to withhold from any
other cash amounts due or to become due
from the Company to Grantee an amount
equal to such taxes or retain and
withhold a number of shares having a
market value not less than the amount of
such taxes required to be withheld by the
Company to reimburse the Company for any
such taxes and cancel (in whole or in
part) any such Shares so withheld.
Although the Company may, in its
discretion, accept Shares as payment of
withholding taxes, the Company shall not
be obligated to do so.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Effect of Liquidation, Upon a merger (other than a merger of the
Reorganization, or Company in which the holders of Shares
Change in Control: immediately prior to the merger have the
same proportionate ownership of common
stock in the surviving corporation
immediately after the merger),
consolidation, acquisition of property or
stock, separation, reorganization (other
than mere reincorporation or creation of
a holding company), or liquidation of the
Company (each, an "event"), as a result
of which the stockholders of the Company
receive cash, stock, or other property in
exchange for, or in connection with,
their Shares, this Agreement and the
Grant shall at the option of the Company,
either (i) accelerate and be issued at
the time of such event or (ii) be
converted into a substantially equivalent
right issued by the surviving entity
- --------------------------------------------------------------------------------
Entire Agreement: This Agreement constitutes the entire
Agreement of Grantee and the Company with
respect to matters set forth herein and
supersedes any prior understanding or
agreement, oral or written, with respect
thereto.
- --------------------------------------------------------------------------------
By signing this Agreement sheet, you agree to all of the terms and
conditions described in this Agreement.
Grantee: /s/ MIKE MURPHY
----------------------------------
(Signature)
Name: Mike Murphy
Title: Product Development
Company: /s/ JAMIE KARSON
----------------------------------
Name: Jamie Karson
Title: C.E.O
Exhibit 10.8
EMPLOYMENT AGREEMENT
This Employment Agreement dated as of October 7th, 2002 (the
"Agreement"), by and between the Steve Madden Mens Wholesale division of Steven
Madden, Ltd., a Delaware corporation ("the "Company") located at 52-16 Barnett
Avenue, Long Island City, NY 11104 and Harry Chen, a resident residing at 10
Peachtree Drive, Montville, NJ 07045
WITNESSETH:
Whereas, the Executive and the Company desire to enter into this
Agreement.
Now, Therefore, in consideration of the mutual covenants contained
herein, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
Effective as of the October 7th, 2002, this Original Agreement is
hereby entered into as follows:
Section 1. Duties: During the term (as defined below),
Executive shall serve as President of Madden Mens division of Steven Madden,
Ltd. He shall report directly to the President of the Company. During the Term,
the Executive shall have authority for the day-to-day management and operation
of the Madden Mens division, subject to the supervision, authority, and control
of the President of the Company, including, without limitation, the authority to
engage and discharge employees and independent contractors within the division.
Section 2. Term of Employment: The term of Executive's
employment, shall be commencing from January 1st, 2003 and ending June 30th,
2005.
Section 3. Compensation Of Employee:
3.1 Base Salary: The Company shall pay to Executive
an annual base salary for his services hereunder of Two hundred fifty thousand
dollars ($250,000) from January 1st, 2003 through June 30th, 2005, less such
deductions as shall be required to be withheld by applicable law and
regulations. Executive's base salary is hereinafter referred to as the "Base
Salary". Executive's base salary shall be paid in substantially equal
installments on a basis consistent with the Company's payroll practices for
employees in similar positions.
3.2 Additional Compensation: Commission During every
fiscal year during the term, the Company shall pay Executive a commission of 1%
of the quarterly reported net sales of the Steve Madden Mens Wholesale Division
within 45 days of the end of each quarter.
3.3 Signing Bonus: The Company shall pay to the
Executive a one-time cash bonus equal to One Hundred Thousand dollars ($100,000)
less all applicable withholdings, all of which shall be payable on January 1st,
2003.
3.4 Options: Subject to shareholders approval,
100,000 stock options with a grant price of the fair market value on the date of
the annual shareholders meeting to be held in 2003. These options shall vest
quarterly over ten quarters, beginning with 20,000 options vesting on 6/30/2003
for 1st & 2nd quarter of 2003 and 10,000 vesting on the last day of each quarter
thereafter, and vesting fully on 6/30/2005. These options shall be subject to
terms and conditions at least as favorable to the Executive as options granted
from time to time to any other employee of the Company.
In addition to the above, subject to shareholder approval and subject
to your continuous employment by the Company from the commencement date of this
agreement through June 30, 2005, you shall receive 50,000 shares ("Cliff Vested
Shares") of the Company's stock on June 30, 2005.
3.5. Additional Bonus: If Madden Mens opens a new
division with the assistance of the Executive, the Company will pay Executive
10% of the reported Net Income of such new division without any further
compensation related to net sales of that division.
4. Expenses; Automobile Allowance: The Company shall
reimburse the Executive for all expenses incurred by him in the course of
performance of his duties, including, but not limited to, travel, entertainment
and promotional expenses. Reimbursement shall be made on a monthly basis, on
presentation to the Company of documentation therefore as reasonably requested
by The Corporation. The Executive shall be paid monthly automobile allowance of
$700.00 per month.
5. Benefits, Vacations, Working Conditions: The
Executive will receive at least the same benefits as any other division
Presidents at the Company, including but not limited to health insurance and
vacations. The Executive shall be given an office and furnishing and be
permitted to hire staff at a level at least equal to those of any other division
President at the Company. In addition to any other benefits, the Company will
provide counsel and pay all fees and indemnify the Executive from any loss,
claim, or damages in the event any claim is made or legal proceeding brought
against the Executive arising out of or in connection with the Company or his
duties hereunder, other than by reason of Executive's breach of this Agreement
or for any fraudulent conduct by Executive.
6. Covenant Not to Compete: Executive recognizes that
the service to be performed by him hereunder is special and unique. The
Executive agrees that, in the event the Company terminates his employment for
cause prior to the expiration of this agreement, for a period of 12 months
following such termination, he shall not engage in or accept employment with any
competitive business in the American Market, or with any business or entity
which disturbs or sells products into the American Market for his special and
unique services
7. Termination: If you terminate your relationship
with the Company voluntarily, or if the Company terminates your relationship
with the Company for cause (defined as a criminal or dishonest act), prior to
the expiration of the term, provided the Company is in compliance with this
Agreement, you agree to forfeit and surrender the prorated portion of any
unearned bonus and all unvested outstanding options from the date of
termination. Bonuses and vesting will be prorated to the date of termination. If
you employment is terminated without cause other than by your voluntary
resignation, bonuses will continue to be paid and shares and options will
continue to vest to you or your personal representative for the full term of and
as provided in this Agreement.
ACCEPTED & AGREED BY:
/s/ HARRY CHEN
--------------------------------
HARRY CHEN
/s/ JAMIESON A. KARSON
- --------------------------------
JAMIESON A. KARSON
CHIEF EXECUTIVE OFFICER
STEVEN MADDEN, LTD
/s/ ARVIND DHARIA
- --------------------------------
ARVIND DHARIA
CHIEF FINANCIAL OFFICER
STEVEN MADDEN, LTD
Exhibit 10.10
STEVEN MADDEN, LTD.
STOCK GRANT AGREEMENT ("Agreement")
Steven Madden, Ltd., a Delaware corporation (the "Company"), hereby
grants the right to receive shares (the "Grant") of its Common Stock (the
"Shares") to Grantee named below, on the terms and conditions set forth in this
Agreement. The terms and conditions of the Grant are set forth in this
Agreement.
- --------------------------------------------------------------------------------
Date of Agreement: January 2, 2003
- --------------------------------------------------------------------------------
Name of Grantee: Jeff Birnbaum
- --------------------------------------------------------------------------------
Grantee's Social Security Number:
- --------------------------------------------------------------------------------
Number of Shares Covered by Grant: 20,000
- --------------------------------------------------------------------------------
Grant Schedule: On January 1, 2005 (the "Grant Date"),
provided that Grantee shall then be
employed by the Company in the same
capacity that Grantee is employed by the
Company as of the date hereof, Grantee
shall then be entitled to and receive a
Grant of an aggregate of 20,000 shares of
the Company's common stock (the "Granted
Shares"). Such Grant shall be personal to
Grantee and may not be assigned,
transferred, pledged or hypothecated by
Grantee.
- --------------------------------------------------------------------------------
Withholding The Company or any affiliate thereof
Tax Requirement: shall have the right to retain and
withhold the amount of taxes required by
any government to be withheld or
otherwise deducted and paid with respect
to the issuance of the Shares. No Grant
may be effective unless and until
arrangements satisfactory to the Company,
in its sole discretion, to pay such
withholding taxes are made. At its
discretion, the Company may require the
Grantee to reimburse the Company for any
such taxes required to be withheld by the
Company and withhold any distribution in
whole or in part until the Company is so
reimbursed. In lieu thereof, the Company
shall have the right to withhold from any
other cash amounts due or to become due
from the Company to Grantee an amount
equal to such taxes or retain and
withhold a number of shares having a
market value not less than the amount of
such taxes required to be withheld by the
Company to reimburse the Company for any
such taxes and cancel (in whole or in
part) any such Shares so withheld.
Although the Company may, in its
discretion, accept Shares as payment of
withholding taxes, the Company shall not
be obligated to do so.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Effect of Liquidation, Upon a merger (other than a merger of the
Reorganization, or Company in which the holders of Shares
Change in Control: immediately prior to the merger have the
same proportionate ownership of common
stock in the surviving corporation
immediately after the merger),
consolidation, acquisition of property or
stock, separation, reorganization (other
than mere reincorporation or creation of
a holding company), or liquidation of the
Company (each, an "event"), as a result
of which the stockholders of the Company
receive cash, stock, or other property in
exchange for, or in connection with,
their Shares, this Agreement and the
Grant shall accelerate and be issued (in
the original form or in a substantially
equivalent form) no later than six (6)
months after such event whether or not
the Grant Date set forth in this
Agreement has occurred but provided that
the Grantee is employed by the Company or
the surviving entity upon the date of
such issuance in the same or
substantially similar capacity that
Grantee is employed by the Company as of
the date hereof.
- --------------------------------------------------------------------------------
Entire Agreement: This Agreement constitutes the entire
Agreement of Grantee and the Company with
respect to matters set forth herein and
supersedes any prior understanding or
agreement, oral or written, with respect
thereto.
- --------------------------------------------------------------------------------
By signing this Agreement sheet, you agree to all of the terms and
conditions described in this Agreement.
Grantee: /s/ JEFF BIRNBAUM
--------------------------------
(Signature)
Name: Jeff Birnbaum
Company: /s/ JAMIE KARSON
--------------------------------
Name: Jamie Karson
Title: C.E.O
Exhibit 23.2
Consent of Registered Independent Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement for
the written compensation contracts on Form S-8 of Steven Madden, Ltd. (the
"Company") of our report dated February 10, 2004, relating to the consolidated
balance sheets of the Company as of December 31, 2003 and 2002, and the related
consolidated statements of income, changes in stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 2003,
which report appears in the 2003 Annual Report on Form 10-K of the Company filed
on March 12, 2004.
/s/ EISNER LLP
New York, New York
July 20, 2004