Exhibit 10.8
RESTRICTED STOCK AGREEMENT
PURSUANT TO THE
STEVEN MADDEN, LTD. 2006 STOCK INCENTIVE PLAN
This agreement (the "Agreement) evidences a grant of shares by Steven
Madden, Ltd. (the "Company") under the Steven Madden, Ltd. 2006 Stock Incentive
Plan (the "Plan") of Company common stock, par value $0.0001 per share ("Common
Stock" or the "Shares"), subject to certain restrictions, (the "Restricted
Stock"), to the Participant named below. Unless otherwise indicated, any
capitalized term used but not defined herein shall have the meaning ascribed to
such term in the Plan.
1. Participant: [________________________]
2. Grant Date: [________________________]
3. Number of Shares granted subject to restriction: [_________].
Notwithstanding anything herein, the Participant hereby acknowledges and agrees
that the Shares granted pursuant to this Agreement are subject to, and
conditioned upon, stockholder approval of the Plan at the next scheduled
stockholders' meeting, and the Participant further agrees that if such approval
is not obtained this Agreement shall be null and void ab initio.
4. Restrictions on Transfer. The Participant shall not sell, transfer,
pledge, hypothecate, assign or otherwise dispose of the Shares, except as set
forth in the Plan or Agreement. Any attempted sale, transfer, pledge,
hypothecation, assignment or other disposition of the Shares in violation of the
Plan or this Agreement shall be void and of no effect and the Company shall have
the right to disregard the same on its books and records and to issue "stop
transfer" instructions to its transfer agent.
5. Restricted Stock.
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(a) Retention of Certificates. Promptly after the date of this
Agreement, the Company shall issue stock certificates representing the
Restricted Stock unless, to the extent permitted under applicable law, it elects
to issue the Shares in the form of uncertificated shares and recognize such
ownership through an uncertificated book entry account maintained by the Company
(or its designee) on behalf of the Participant or through another similar
method. The stock certificates shall be registered in the Participant's name and
shall bear any legend required under the Plan or Section 6 of this Agreement.
Unless held in uncertificated book entry form, such stock certificates shall be
held in custody by the Company (or its designated agent) until the restrictions
thereon shall have lapsed. Upon the Company's request, the Participant shall
deliver to the Company a duly signed stock power, endorsed in blank, relating to
the Restricted Stock. If the Participant receives a stock dividend or
extraordinary cash dividend on the Restricted Stock or the Participant receives
any other shares, securities, moneys or property (other than regular cash
dividends on and after the date of this Agreement) representing a distribution
or return of capital upon or in respect of the Restricted Stock pursuant to a
stock split, reclassification or other like changes of the Restricted Stock, or
otherwise received in exchange therefor, and any warrants, rights or options
issued to the Participant in respect of the Restricted Stock (collectively "RS
Property") as long as the Restricted Stock remains "Restricted Stock," such RS
Property shall be subject to the same restrictions as the Restricted Stock with
regard to which they are issued and shall herein be encompassed within the term
"Restricted Stock."
(b) Rights with Regard to Restricted Stock. The Participant will
have the right to vote the Restricted Stock, to receive and retain all dividends
payable to holders of Shares of record on and after the transfer of the
Restricted Stock (although such dividends shall be treated, to the extent
required by applicable law, as additional compensation for tax purposes if paid
on Restricted Stock and stock dividends will be subject to the restrictions
provided in Section 5(c)), and to exercise all other rights, powers and
privileges of a holder of Common Stock with respect to the Restricted Stock set
forth in the Plan, with the exceptions that: (i) the Participant will not be
entitled to delivery of the stock certificate or certificates representing the
Restricted Stock until the Restriction Period shall have expired; (ii) the
Company (or its designated agent) will retain custody of the stock certificate
or certificates representing the Restricted Stock and the other RS Property
during the Restriction Period; (iii) no RS Property shall bear interest or be
segregated in separate accounts during the Restriction Period; and (iv) the
Participant may not sell, assign, transfer, pledge, exchange, encumber or
dispose of the Restricted Stock during the Restriction Period.
(c) Vesting. The Restricted Stock shall become vested and cease to
be Restricted Stock (but shall remain subject to Sections 5(f) and 7 of this
Agreement) 100% on the [ _____ ]; provided that the Participant has not had a
Termination any time prior to the applicable vesting date.
The Shares of Restricted Stock will become fully vested on a Change in
Control.
Upon vesting, the Company shall promptly issue and deliver, unless the
Company is using book entry, to the Participant a new stock certificate
registered in the name of the Participant for such Shares without the legend set
forth in Section 6 hereof and deliver to the Participant any related other RS
Property, subject to applicable withholding.
(d) Termination; Forfeiture. The Participant shall forfeit to the
Company, without compensation, any and all Shares of Restricted Stock that are
not vested (but no vested portion of the Shares) and RS Property upon the
Participant's Termination for any reason.
(e) Section 83(b). If the Participant wishes to include in gross
income for federal income tax purposes in the year of issuance the fair market
value of such Shares of Restricted Stock, an election under Section 83(b) of the
Code must be filed within 30 days after the issuance of the Restricted Stock.
The Participant acknowledges that it is his or her sole responsibility, and not
the Company's, to file timely and properly the election under Section 83(b) of
the Code and any corresponding provisions of state tax laws if he or she elects
to utilize such election.
(f) Delivery Delay. The delivery of any certificate representing
the Restricted Stock or other RS Property may be postponed by the Company for
such period as may be required for it to comply with any applicable federal or
state securities law, or any national securities exchange listing requirements
and the Company is not obligated to issue or deliver any securities if, in the
opinion of counsel for the Company, the issuance of such Shares shall constitute
a violation by the Participant or the Company of any provisions of any law or of
any regulations of any governmental authority or any national securities
exchange.
6. Legend. All certificates representing the Restricted Stock shall have
endorsed thereon the legends (a) required under Section 8.2(c) of the Plan and
(b) any legend required to be placed thereon by applicable blue sky laws of any
state. Notwithstanding the foregoing, in no event shall the Company be obligated
to issue a certificate representing the Restricted Stock prior to the vesting
dates set forth above.
7. Securities Representations. The Shares are being issued to the
Participant and this Agreement is being made by the Company in reliance upon the
following express representations and warranties of the Participant.
The Participant acknowledges, represents and warrants that:
(a) He or she has been advised that he or she may be an
"affiliate" within the meaning of Rule 144 under the Securities Act of 1933, as
amended (the "Act") and in this connection the Company is relying in part on his
or her representations set forth in this section.
(b) If he or she is deemed an affiliate within the meaning of Rule
144 of the Act, the Shares must be held indefinitely unless an exemption from
any applicable resale restrictions is available or the Company files an
additional registration statement (or a "re-offer prospectus") with regard to
such Shares and the Company is under no obligation to register the Shares (or to
file a "re-offer prospectus").
(c) If he or she is deemed an affiliate within the meaning of Rule
144 of the Act, he or she understands that the exemption from registration under
Rule 144 will not be available unless (i) a public trading market then exists
for the Common Stock of the Company, (ii) adequate information concerning the
Company is then available to the public, and (iii) other terms and conditions of
Rule 144 or any exemption therefrom are complied with; and that any sale of the
Shares may be made only in limited amounts in accordance with such terms and
conditions.
8. No Obligation to Continue Directorship. This Agreement is not an
agreement of directorship. This Agreement does not guarantee that the Company or
its Affiliates will retain, or to continue to, retain the Participant during the
entire, or any portion of the, term of this Agreement, including but not limited
to any period during which the Restricted Stock is outstanding, nor does it
modify in any respect the Company or its Affiliate's right to terminate or
modify the Participant's directorship or compensation.
9. Power of Attorney. The Company, its successors and assigns, is hereby
appointed the attorney-in-fact, with full power of substitution, of the
Participant for the purpose of carrying out the provisions of this Agreement and
taking any action and executing any instruments which such attorney-in-fact may
deem necessary or advisable to accomplish the purposes hereof, which appointment
as attorney-in-fact is irrevocable and coupled with an interest. Nevertheless,
the Participant shall, if so requested by the Company, execute and deliver to
the Company all such instruments as may, in the judgment of the Company, be
advisable for the purpose.
10. Rights as a Stockholder. The Participant shall have no rights as a
stockholder with respect to any Shares covered by the Restricted Stock unless
and until the Participant has become the holder of record of the Shares, and no
adjustments shall be made for dividends in cash or other property, distributions
or other rights in respect of any such Shares, except as otherwise specifically
provided for in the Plan.
11. Provisions of Plan Control. This Agreement is subject to all the terms,
conditions and provisions of the Plan, including, without limitation, the
amendment provisions thereof, and to such rules, regulations and interpretations
relating to the Plan as may be adopted by the Board and as may be in effect from
time to time. The Plan is incorporated herein by reference and all capitalized
terms in this Agreement that are not otherwise defined shall have the same
meaning as set forth in the Plan. If and to the extent that this Agreement
conflicts or is inconsistent with the terms, conditions and provisions of the
Plan, the Plan shall control, and this Agreement shall be deemed to be modified
accordingly. This Agreement contains the entire understanding of the parties
with respect to the subject matter hereof and supersedes any prior agreements
between the Company and the Participant with respect to the subject matter
hereof.
12. Acceptance. As required by Section 8.2(b) of the Plan, the Participant
shall forfeit the Restricted Stock if the Participant does not execute this
Agreement with a period of 60 days from the date the Participant receives this
Agreement (or such other period as the Board shall provide).
13. Miscellaneous.
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(a) This Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, legal representatives,
successors and assigns.
(b) This Agreement shall be governed and construed in accordance
with the laws of Delaware (regardless of the law that might otherwise govern
under applicable Delaware principles of conflict of laws).
(c) This Agreement may be executed in one or more counterparts,
all of which taken together shall constitute one contract.
(d) The failure of any party hereto at any time to require
performance by another party of any provision of this Agreement shall not affect
the right of such party to require performance of that provision, and any waiver
by any party of any breach of any provision of this Agreement shall not be
construed as a waiver of any continuing or succeeding breach of such provision,
a waiver of the provision itself, or a waiver of any right under this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the Grant Date.
STEVEN MADDEN, LTD.
By: _______________________________
Title:_____________________________
PARTICIPANT
________________________________________
Schedule of Restricted Stock Grants to Non-Employee Directors for the
period from March 2006 through May 2007
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Participant Grant Date Number of Shares Granted Vesting
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Jeff Birnbaum March 20, 2006 500 first anniversary of the
Company's 2006 annual
stockholder's meeting
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John Madden March 20, 2006 500 first anniversary of the
Company's 2006 annual
stockholder's meeting
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Marc Cooper March 20, 2006 500 first anniversary of the
Company's 2006 annual
stockholder's meeting
- ---------------------------------------------------------------------------------------------------------------
Hal Kahn March 20, 2006 1,000 first anniversary of the
Company's 2006 annual
stockholder's meeting
- ---------------------------------------------------------------------------------------------------------------
Peter Migliorini March 20, 2006 1,000 first anniversary of the
Company's 2006 annual
stockholder's meeting
- ---------------------------------------------------------------------------------------------------------------
Richard Randall May 26, 2006 1,500 first anniversary of the
Company's 2006 annual
stockholder's meeting
- ---------------------------------------------------------------------------------------------------------------
Thomas Schwartz March 20, 2006 1,000 first anniversary of the
Company's 2006 annual
stockholder's meeting
- ---------------------------------------------------------------------------------------------------------------
Walter Yetnikoff March 20, 2006 1,000 first anniversary of the
Company's 2006 annual
stockholder's meeting
- ---------------------------------------------------------------------------------------------------------------
Jeffrey Birnbaum May 25, 2007 750 first anniversary of the
Company's 2007 annual
stockholder's meeting
- ---------------------------------------------------------------------------------------------------------------
John Madden May 25, 2007 750 first anniversary of the
Company's 2007 annual
stockholder's meeting
- ---------------------------------------------------------------------------------------------------------------
Marc Cooper May 25, 2007 750 first anniversary of the
Company's 2007 annual
stockholder's meeting
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Hal Kahn May 25, 2007 1,500 first anniversary of the
Company's 2007 annual
stockholder's meeting
- ---------------------------------------------------------------------------------------------------------------
Peter Migliorini May 25, 2007 1,500 first anniversary of the
Company's 2007 annual
stockholder's meeting
- ---------------------------------------------------------------------------------------------------------------
Richard Randall May 25, 2007 1,500 first anniversary of the
Company's 2007 annual
stockholder's meeting
- ---------------------------------------------------------------------------------------------------------------
Thomas Schwartz May 25, 2007 1,500 first anniversary of the
Company's 2007 annual
stockholder's meeting
- ---------------------------------------------------------------------------------------------------------------
Walter Yetnikoff May 25, 2007 1,500 first anniversary of the
Company's 2007 annual
stockholder's meeting
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