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: February 8, 2012
(Date of earliest event reported)
 
STEVEN MADDEN, LTD.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
 
000-23702
 
13-3588231
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

 
52-16 Barnett Avenue, Long Island City, New York 11104
(Address of Principal Executive Offices)   (Zip Code)
 
Registrant’s 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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
Item 5.02.
Departure of Directors or Certain officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(e)  On February 8, 2012, Steven Madden, Ltd. (the “Company”) entered into an amendment (the “Fifth Amendment”) to its existing employment agreement, dated January 1, 1998, as amended (the “Dharia Employment Agreement”), with Arvind Dharia, the Company’s Chief Financial Officer.  The Fifth Amendment amends the Dharia Employment Agreement effective January 1, 2012 to: (a) extend the term of Mr. Dharia’s  employment (which by its terms expired on December 31, 2011)  to December 31, 2014, (b) increase Mr. Dharia’s annual base salary to $554,719, a 5% increase over his prior salary, for the remainder of the term, (c) provide for an award on February 8, 2012 of 10,000 restricted shares of the Company’s common stock, $0.0001 per share, under the Steven Madden, Ltd, 2006 Stock Incentive Plan, as amended, which shares will vest over a three-year period to the extent of 3,333, 3,333 and 3,334 shares on each of February 8, 2013, February 8, 2014 and February 8, 2015, respectively, and (d) increase the amount of Mr. Dharia’s automobile allowance from $1,200 to $1,400 per month.  All other terms of the Dharia Employment Agreement remain unchanged.
 
The foregoing description of the Fifth 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 Fifth Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
 
Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits:

Exhibit
 
Description
     
10.1
 
Amendment No. 5 to Employment Agreement dated February 8, 2012 between the Company and Arvind Dharia

 
 
 
 
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: February 14, 2012 STEVEN MADDEN, LTD.  
       
 
By:
/s/ Awadhesh Sinha  
    Awadhesh Sinha  
    Chief Operating Officer  
       
 
 
 
 
Exhibit 10.1
 
AMENDMENT No. 5 TO EMPLOYMENT AGREEMENT
 
This Amendment #5 dates as of February 8, 2012 (the “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:
 
WHEREAS, the Company and the Executive are parties to that certain Employment Agreement, dated as of January 1, 1998, as amended by four subsequent Amendments dated prior to this date (collectively, the “Original Agreement”);   and

WHEREAS, the Executive and the Company desire to amend the Original Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
 
1.   Effective as of January 1, 2012, the original Agreement is amended as follows:
 
a.  
The first sentence of Section 3 of the Original Agreement shall be deleted in its entirety and in lieu thereof the following sentence shall be inserted:
 
i.  
“The term of this Agreement, unless sooner terminated in accordance with the provisions set forth herein, shall be for the period commencing on January 1, 2012 and terminating on December 31, 2014 (the “Term”).
 
b.  
Section 4.1 of the Original Agreement shall be deleted in its entirety and in lieu thereof the following paragraph shall be inserted:
 
i.  
“The Company shall pay to Executive an annual base salary of Five Hundred Fifty Four Thousand Seven Hundred Nineteen Dollars ($554,719.00); this shall remain the base salary for the remainder of the term.”
 
c.  
The Executive shall receive a grant of Ten Thousand (10,000) shares of restricted stock on February 8, 2012, vesting one-third of total grant per year for three years on the anniversary of the grant date.
 
d.  
Section 4.3 of the Original Agreement, subsequently amended in Amendment Number 4, Section 1(c), shall be further amended by deleting the amount $1,200 and inserting in lieu thereof $1,400.
 
2.   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. 5 of the date first set forth above.
 
 
  Steven Madden, Ltd.
   
   
  /s/ Ed Rosenfeld
  ____________________________________
  Ed Rosenfeld, Chairman and CEO
   
   
  /s/ Arvind Dharia
  ____________________________________
  Arvind Dharia