STEVEN MADDEN, LTD. (NASDAQ:SHOO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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. |
(e) On May 15, 2017, Steven Madden, Ltd. (the Company) entered
into an amendment (the Dharia Employment Agreement Amendment) to
its existing employment agreement, dated as of January 1, 1998,
as previously amended (the Dharia Employment Agreement), with
Arvind Dharia, the Companys Chief Financial Officer. to the terms
of the Dharia Employment Agreement Amendment, in the event that
Mr. Dharias employment is terminated by the Company without Cause
(as defined in the Dharia Employment Agreement) or by the
resignation of Mr. Dharia for Good Reason (as defined in the
Dharia Employment Agreement) during the period commencing 120
days prior to a Change of Control (as defined in the Dharia
Employment Agreement) and ending on the day immediately prior to
a Change of Control, Mr. Dharia would be entitled to receive a
cash payment within ten days of the date of his termination or
resignation of employment in an amount equal to 2.5 times the sum
of (i) the annual base salary to which Mr. Dharia was entitled as
of the date of such termination or resignation of employment plus
(ii) the average cash bonus paid to him during the preceding
three-year period ending on the last previous December
31st. All other terms of the Dharia Employment
Agreement remain unchanged.
On May 15, 2017, the Company entered into an amendment (the
Varela Employment Agreement Amendment) to its existing employment
agreement, dated as of December 30, 2016 (the Varela Employment
Agreement), with Amelia Newton Varela, the Companys President. to
the terms of the Varela Employment Agreement Amendment, in the
event that Ms. Varelas employment is terminated by the Company
without Cause (as defined in the Varela Employment Agreement)
during the period commencing 30 days prior to a Change of Control
(as defined in the Varela Employment Agreement) and ending 180
days after a Change of Control, Ms. Varela would be entitled to
receive an amount equal to the lesser of (a) 2.5 times the sum of
(i) the annual base salary to which Ms. Varela was entitled as of
the date of such termination of employment plus (ii) the average
cash bonus paid to her during the preceding three-year period
ending on the last previous December 31st and (b) the
maximum amount that is tax deductible to the Company under
Section 280G of the Internal Revenue Code of 1986, as amended.
All other terms of the Varela Employment Agreement remain
unchanged.
On May 15, 2017, the Company entered into an amendment (the Sinha
Employment Agreement Amendment) to its existing employment
agreement, dated as of December 30, 2016 (the Sinha Employment
Agreement), with Awadhesh Sinha, the Companys Chief Operating
Officer. to the terms of the Sinha Employment Agreement
Amendment, in the event that Mr. Sinhas employment is terminated
by the Company without Cause (as defined in the Sinha Employment
Agreement) or by the resignation of Mr. Sinha for Good Reason (as
defined in the Sinha Employment Agreement) during the period
commencing 120 days prior to a Change of Control (as defined in
the Sinha Employment Agreement) and ending 90 days after a Change
of Control, Mr. Sinha would be entitled to receive a cash payment
within ten days of the date of his termination or resignation of
employment in an amount equal to 2.5 times the sum of (i) the
annual base salary to which Mr. Sinha was entitled as of the date
of such termination or resignation of employment plus (ii) the
average cash bonus paid to him during the preceding three-year
period ending on the last previous December 31st. All
other terms of the Sinha Employment Agreement remain unchanged.
On May 15, 2017, the Company entered into an amendment (the
Paradise Employment Agreement Amendment and, together with the
Dharia Employment Agreement Amendment, the Varela Employment
Agreement Amendment and the Sinha Employment Agreement Amendment,
the Amendments) to its existing employment agreement, dated as of
April 5, 2016 (the Paradise Employment Agreement), with Michael
Paradise, the Companys Executive Vice President General Counsel.
to the terms of the Paradise Employment Agreement Amendment, in
the event that Mr. Paradises employment is terminated by the
Company without Cause (as defined in the Paradise Employment
Agreement) during the period commencing 30 days prior to a Change
of Control (as defined in the Paradise Employment Agreement) and
ending 180 days after a Change of Control, Mr. Paradise would be
entitled to receive an amount equal to the lesser of (a) 2.5
times the sum of (i) the annual base salary to which Mr. Paradise
was entitled as of the date of such termination of employment
plus (ii) the average cash bonus paid to him during the preceding
three-year period ending on the last previous December
31st and (b) the maximum amount that is tax deductible
to the Company under Section 280G of the Internal Revenue Code of
1986, as amended. All other terms of the Paradise Employment
Agreement remain unchanged.
The foregoing descriptions of the Amendments do not purport to be
complete and are qualified in their entirety by reference to the
full text of the Amendments filed as Exhibits 10.1, 10.2, 10.3
and 10.4 to this Current Report on Form 8-K, each of which is
incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit | Description | |
| 10.1 |
Amendment No. 7 to Employment Agreement, dated as of May 15, 2017, between the Company and Arvind Dharia. |
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| 10.2 |
First Amendment to Employment Agreement, dated as of May 15, 2017, between the Company and Amelia Newton Varela. |
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| 10.3 |
First Amendment to Employment Agreement, dated as of May 15, 2017, between the Company and Awadhesh Sinha. |
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| 10.4 |
First Amendment to Employment Agreement, dated as of May 15, 2017, between the Company and Michael Paradise. |
About STEVEN MADDEN, LTD. (NASDAQ:SHOO)
Steven Madden, Ltd. and its subsidiaries design, source, market and sell name brand and private label footwear for women, men and children. The Company operates through five segments: Wholesale Footwear, which consists of brands, including Steve Madden Women’s and Dolce Vita; Wholesale Accessories, which includes Betseyville and Luv Betse accessories brands; First Cost, which earns commissions for serving as a buying agent for footwear products under private labels for market merchandisers; Retail, which includes Steve Madden stores located in shopping malls and in urban street locations across the United States, Canada, Mexico and South Africa, and Licensing, which is engaged in the licensing of the Steve Madden and Madden Girl trademarks for use in connection with the manufacture and sale of outerwear and men’s leather accessories. STEVEN MADDEN, LTD. (NASDAQ:SHOO) Recent Trading Information
STEVEN MADDEN, LTD. (NASDAQ:SHOO) closed its last trading session down -0.40 at 36.80 with 539,997 shares trading hands.