AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment No. 2 dated as of October 30, 2002 (this "Amendment") to
that certain Employment Agreement, by and between Steven Madden, Ltd., a
Delaware corporation (the "Company"), and Arvind Dharia (the "Executive"), as
amended.
W I T N E S S E T H
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WHEREAS, the Company and the Executive are parties to that certain
Employment Agreement dated as of January 1, 1998, as amended by Amendment No. 1
dated as of June 29, 2001 (collectively the "Original Agreement"), a copy of
which is attached hereto as Exhibit A; and
WHEREAS, the Executive and the Company desire to amend the Original
Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
A. Effective as of the date hereof, the Original Agreement is
hereby amended as follows:
1. The following section shall be added as subsection
(d) of Section 4.2 of the Original Agreement:
(d) In addition to all of the foregoing
compensation and benefits, if the Executive
is employed by the Company on December 31,
2005 (the "Stock Grant Date"), the Company
shall grant to the Executive on the Stock
Grant Date an additional 20,000 common
shares of the Company (the "2005 Stock
Grant"). The Company shall not place any
restrictions on any of the shares granted to
the Executive pursuant to the 2005 Stock
Grant. Moreover, notwithstanding anything to
the contrary herein, in the event of a
Change of Control or the termination of the
Executive's employment for any reason (other
than For Cause or the Executive's
resignation) under Section 5 or Section 6
prior to the Stock Grant Date, the Company
shall award to the Executive the 2005 Stock
Grant as of the earlier of the date of the
Change of Control or the date of the
termination of his employment.
2. Section 5.5 (a) shall be deleted in its entirety and
in lieu thereof the following paragraph shall be
inserted:
"Section 5.5 Change of Control
(a) If a Change of Control (as defined below)
occurs without the Executive's prior written
consent, the Executive shall have the right
to terminate this Agreement. At least ten
(10) days prior to any such proposed Change
of Control, the Company shall notify
Executive of its intention to effect such
Change of Control ("Notice of Change of
Control"), and the Executive shall thereupon
have five (5) days from the actual receipt
of such notice to give notice of his
intention to terminate this Agreement in the
event of the Change in Control. If Executive
shall give notice of his intention to
terminate this Agreement in the event of the
Change in Control, this Agreement shall be
deemed terminated as of the effective date
of the event constituting the Change of
Control and the Executive shall receive in
cash, within ten (10) days of termination,
an amount equal to three (3) times the total
compensation received by the Executive
pursuant to Sections 4.1, 4.2(b), 4.2(c) and
4.4 of this Agreement for the preceding
twelve (12) month period ending on the last
previous December 31 except that in lieu of
the actual Base Salary component received
during such period under Section 4.1 of this
Agreement, there shall be substituted the
annual Base Salary to which the Executive
was entitled as of the date of the giving of
the Notice of Change of Control."
3. Section 5.5(b) shall be deleted in its entirety.
B. As hereinabove modified, all of the terms and provisions of
the Original Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment No. 2 as of the date first set forth above.
Steve Madden, Ltd.
By: /s/ JAMIESON KARSON
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Jamieson Karson
Chief Executive Officer
/s/ ARVIND DHARIA
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Arvind Dharia