Exhibit
10.4

     

    ICONIX
BRAND GROUP, INC.

     

    RESTRICTED
STOCK PERFORMANCE UNIT AGREEMENT

     

    To:  Neil
R. Cole

     

    Date of Award:  September 23,
2009

     

    You are
hereby awarded (the “Award”), effective as of the date hereof, 472,673
restricted stock performance units (“Unit or PSUs”, as the case may be) each of
which shall represent the right to receive one share (the “Share”) of common
stock $.001 par value (“Common Stock”), of Iconix Brand Group, Inc., a Delaware
corporation (the “Company”), pursuant to the Company’s 2009 Equity Incentive
Plan (the “Plan”), subject to certain vesting restrictions specified below (the
“Vesting”).

     

    This
Award is made pursuant to Section 2.4.2 of the Employment Agreement (“Employment
Agreement”) entered into between you and the Company effective January 1, 2008,
as amended by the agreement between you and the Company entered into on May 21,
2008. Pursuant to Sections 2 and 12f. of the Plan,
for purposes of this Award, the term “Cause” shall be as defined in the
Employment Agreement.  Defined terms that are not otherwise
defined in the Plan or this Award, are as defined in the Employment
Agreement.  This Award is intended to comply with the terms of the
Employment Agreement and the terms of the Plan, and in the event of any
inconsistency between the terms of the Employment Agreement and the terms of the
Plan, the terms of the Plan shall control.

     

    During
the period commencing on the Award date and terminating on the fifth anniversary
of the Effective Date, except as otherwise provided herein, the Units may not be
sold, assigned, transferred, pledged, or otherwise encumbered and are subject to
forfeiture as provided herein.

     

    Vesting

     

    The PSUs
shall be performance based and shall vest based on the achievement of annual
performance goals as described on Exhibit C
to your Employment Agreement, which is incorporated herein by reference
(“Exhibit C”), and upon certification of
achievement by the Compensation Committee as set forth on Exhibit C. For purposes of determining vesting of the
PSU’s, one third of the PSU’s shall relate to each of the Performance Periods
from January 1 through December 31, commencing with the period January 1, 2010
though December 31, 2010, and ending with the period from January 1, 2012
through December 31, 2012.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Notwithstanding
anything to the contrary contained herein or in the Employment Agreement, in the
event of a Change in Control (as defined, for the purposes of this Award, in
Section 5.4.4 of the Employment Agreement), (x) the unvested PSUs shall vest as
follows:  (a) with regard to the PSUs that could vest in the calendar
year of the Change of Control, based on the achievement of the performance goals
for the year in which such Change in Control occurs (including as a result of achieved aggregate
growth), calculated as of the date of such Change in Control (with the
date on which the Change of Control occurs being deemed to be the end of a
Performance Period for purposes of the calculations set forth on Exhibit C, but with no adjustment of the level of the
goals), and (b) with regard to the PSUs that could otherwise only vest in
calendar years after the Change in Control, based on the achievement of the
performance goals for later Performance Periods that would be deemed to have
been achieved as of the date of the Change of Control (with the date on which
the Change of Control occurs being deemed to be the end of each such later
Performance Period for purposes of the calculations set forth on Exhibit C, but with no adjustment of the level of the
goals), including, in the case of clauses (a) and (b), as a consequence of the
price per share of the Common Stock (including as a result of a deemed
liquidation following a Change in Control which is a sale of the Company’s
assets) being paid by the acquirer in connection with the Change in Control and
(y) any portion of the PSUs that remains unvested on the date of such Change in
Control after giving effect to the foregoing clause (x) shall be forfeited as of
the date of such Change in Control.

     

    Notwithstanding
the foregoing, in the event of a termination of your employment with the Company
prior to any Performance Vesting Date, your then unvested PSUs as of a Date of
Termination shall vest or be forfeited as follows:

     

    
      
        	
              	
                1.

              	
                If
      Termination upon Death, the portion of the PSUs subject to vesting in the
      calendar year the Date of Termination occurs (including, as a result of
      achieved aggregate growth) shall immediately become vested on the
      certification of the Compensation Committee promptly after the Date of
      Termination based on the achievement of the performance goals for such
      year, calculated through the Date of Termination (with the Date of
      Termination being deemed to be the end of a Performance Period for
      purposes of the calculations set forth on Exhibit C, but with no adjustment of the level of
      goals), and shall be distributed to your estate in shares of Common Stock
      sixty (60) days after the Date of Termination.  After giving
      effect to the foregoing, any portion of the PSUs that remain unvested on
      the certification following the Date of Termination shall be forfeited as
      of the Date of Termination.

              


      

    

     

    
      
        	
              	
                2.

              	
                If
      Termination upon Disability, subject to Section 5.4.8 of the Employment
      Agreement, the portion of the PSUs subject to vesting in the calendar year
      the Date of Termination occurs (including, as a result of achieved
      aggregate growth) shall immediately become vested on the certification of
      the Compensation Committee promptly after the Date of Termination based on
      the achievement of the performance goals for such year, calculated through
      the Date of Termination (with the Date of Termination being deemed to be
      the end of a Performance Period for purposes of the calculations set forth
      on Exhibit C, but with no adjustment
      of the level of goals), and shall be distributed in shares of Common Stock
      to you as provided in, and subject to, Sections 5.4.8 and 9.8.2. of the
      Employment Agreement.  After giving effect to the foregoing, any
      portion of the PSUs that remain unvested on the certification following
      the Date of Termination shall be forfeited as of the Date of
      Termination.

              


      

    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      
        	
              	
                3.

              	
                If
      Termination is without Cause or for Good Reason, subject to Section 5.4.8
      of the Employment Agreement, the portion of the PSUs subject to vesting in
      the calendar year the Date of Termination occurs (including, as a result
      of achieved aggregate growth) shall immediately become vested on the
      certification of the Compensation Committee promptly after the Date of
      Termination based on the achievement of the performance goals for such
      year calculated through the Date of Termination (with the Date of
      Termination being deemed to be the end of a Performance Period for
      purposes of the calculations set forth on Exhibit C, but with no
      adjustment of the level of the goals), and shall be distributed in shares
      of Common Stock to you as provided in, and subject to, Sections 5.4.8 and
      9.8.2. of the Employment Agreement.  After giving effect to the
      foregoing, any portion of the PSUs that remain unvested on the
      certification following the Date of Termination shall be forfeited as of
      the Date of Termination..

              


      

    

     

    
      
        	
              	
                4.

              	
                If
      Termination is for Cause or without Good Reason, 100% of the then unvested
      PSUs shall be forfeited.

              


      

    

     

    Payment

     

    Other
than as provided in the immediately preceding clauses 1, 2 and 3 as to
conditions and timing of distribution of Common Stock with respect to PSUs
vesting as a result of a termination of your employment and Section 9.8.2 of the
Employment Agreement with regard to equity distributed as a result of your
incurring a Separation from Service as an employee of the Company, any vested
portion of the PSUs shall be distributed to you in shares of Common Stock in the
year following the year of each applicable Performance Vesting Date following
the Compensation Committee’s certification of the level of attainment of the
annual performance goals.  Notwithstanding anything to the contrary
contained herein or in the Employment Agreement, except as to Sections 5.4.8 and
9.8.2 of the Employment Agreement, all vested PSUs (including those vested in
connection with a Change in Control) shall be distributed to you in shares of
Common Stock simultaneous with the Company’s incurring a Change in
Control.

     

    
      
        
          
            
              
                
                  	
                          Dividends

                        	 
      	
                          With
      respect to the PSUs, you will have the right to receive dividend
      equivalents (in cash or in kind, as the case may be) in respect of any
      dividend distributed to holders of Common Stock of record on and after the
      Date of Award; provided, that any such dividend equivalents shall be
      subject to the same restrictions as the PSUs with regard to which they are
      issued, including without limitation, as to vesting (including accelerated
      vesting) and time of distribution.  All such withheld dividends
      shall not earn interest, except as otherwise determined by the
      Administrator.  You will not receive withheld
      dividends on any PSUs which are forfeited and all such dividends shall be
      forfeited along with the PSUs which are
  forfeited.

                        
	 	 	 
	
                          Tax
      Withholding

                        	 
      	
                          The
      Company shall have the right to withhold from your compensation an amount
      sufficient to fulfill its or its Affiliate’s obligations for any
      applicable withholding and employment taxes.  Alternatively, the
      Company may require you to pay to the Company the amount of any taxes
      which the Company is required to withhold with respect to the Shares, or,
      in lieu thereof, to retain or sell without notice a sufficient number of
      Shares to cover the amount required to be withheld.  The Company
      may withhold from any cash dividends paid with respect to PSUs an amount
      sufficient to cover taxes owed, if any, as a result of the dividend
      payment.  The Company’s method of satisfying its withholding
      obligations shall be solely in the discretion of the Administrator,
      subject to applicable federal, state, local and foreign
      laws.  The Company shall have a lien and security interest in
      the Shares and any accumulated dividends to secure your obligations
      hereunder.

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
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                    Tax
      Representations

                  	 
      	
                    You
      hereby represent and warrant to the Company as follows:

                     

                    (a)           You
      have reviewed with your own tax advisors the federal, state, local and
      foreign tax consequences of this investment and the transactions
      contemplated by this Agreement.  You are relying solely on such
      advisors and not on any statements or representations of the Company or
      any of its Employees or agents.

                     

                    (b)           You
      understand that you (and not the Company) shall be responsible for your
      own tax liability that may arise as a result of this investment or the
      transactions contemplated by this
Agreement.

                  


          

        

      

      


      
        
          	
                  Securities
      Law 

                  Representations

                	 
      	
                  The
      following two paragraphs shall be applicable if, on the date of issuance
      of the Shares, no registration statement and current prospectus under the
      Securities Act of 1933, as amended (the “1933 Act”), covers the issuance
      by the Company to you of Shares, and shall continue to be applicable for
      so long as such registration has not occurred and such current prospectus
      is not available:

                   

                   
      (a)          You hereby
      agree, warrant and represent that you will acquire the Shares to be issued
      hereunder for your own account for investment purposes only, and not with
      a view to, or in connection with, any resale or other distribution of any
      of such shares, except as hereafter permitted.  You further
      agree that you will not at any time make any offer, sale, transfer, pledge
      or other disposition of such Shares to be issued hereunder without an
      effective registration statement under the 1933 Act, and under any
      applicable state securities laws or an opinion of counsel acceptable to
      the Company to the effect that the proposed transaction will be exempt
      from such registration.  You agree to execute such instruments,
      representations, acknowledgments and agreements as the Company may, in its
      sole discretion, deem advisable to avoid any violation of federal, state,
      local or foreign law, rule or regulation, or any securities exchange rule
      or listing agreement.

                   

                   
      (b)          The
      certificates for Shares to be issued to you hereunder shall bear the
      following legend:

                


        

      

       

      
        
          
          

        

        
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                            “The
      shares represented by this certificate have not been registered under the
      Securities Act of 1933, as amended, or under applicable state securities
      laws.  The shares have been acquired for investment and may not
      be offered, sold, transferred, pledged or otherwise disposed of without an
      effective registration statement under the Securities Act of 1933, as
      amended, and under any applicable state securities laws or an opinion of
      counsel acceptable to the Company that the proposed transaction will be
      exempt from such registration.”

                          
	 	 	 
	
                            Stock
      Dividend, Stock Split and Similar Capital Changes

                          	 
      	
                            In
      the event of any change in the outstanding shares of the Common Stock of
      the Company by reason of a stock dividend, stock split, combination of
      shares, recapitalization, merger, consolidation, transfer of assets,
      reorganization, conversion or what the Administrator deems in its sole
      discretion to be similar circumstances, the number and kind of Units and
      shares subject to this Agreement shall be appropriately adjusted in a
      manner to be determined in the sole discretion of the Administrator, whose
      decision shall be final, binding and conclusive in the absence of clear
      and convincing evidence of bad faith.  Any Units or shares of
      Common Stock or other securities received, as a result of the foregoing,
      by you with respect to the PSUs shall be subject to the same restrictions
      as the PSUs, the certificate or other instruments evidencing such shares
      of Common Stock or other securities shall be legended as provided above
      with respect to the PSUs, and any cash dividends received with respect to
      such Units shall be subject to the same
      restrictions as dividend equivalents with respect to the
      PSUs.

                          
	 	 	 
	
                            Non-Transferability

                          	 
      	
                            Unvested
      PSUs are not transferable.

                          
	 	 	 
	
                            No
      Effect on Employment

                          	 
      	
                            Nothing herein guarantees you employment
      for any specified period of time.  This means that, except as
      provided in the Employment Agreement, either you or the Company or any of
      its Affiliates may terminate your employment at any time for any reason,
      with or without cause, or for no reason.  You recognize that,
      for instance, you may terminate your employment or the Company or any of
      its Affiliates may terminate your employment prior to the date on which
      your Units become
vested.

                          


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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                            No
      Effect on Corporate Authority

                          	 
      	
                            You
      understand and agree that the existence of this Agreement will not affect
      in any way the right or power of the Company or its shareholders to make
      or authorize any or all adjustments, recapitalizations, reorganizations,
      or other changes in the Company’s capital structure or its business, or
      any merger or consolidation of the Company, or any issuance of bonds,
      debentures, preferred or other stocks with preferences ahead of or
      convertible into, or otherwise affecting the common shares or the rights
      thereof, or the dissolution or liquidation of the Company, or any sale or
      transfer of all or any part of its assets or business, or any other
      corporate act or proceeding, whether of a similar character or
      otherwise.

                          
	 	 	 
	
                            Arbitration

                          	 
      	
                            Any
      dispute or disagreement between you and the Company with respect to any
      portion of this Agreement or its validity, construction, meaning,
      performance or your rights hereunder shall be settled by arbitration in
      accordance with Section 9.7 of the Employment Agreement and to the extent
      provided therein Section 2.4.2 of the Employment Agreement and Exhibit
      C.  However, prior to
      submission to arbitration you will attempt to resolve any disputes or
      disagreements with the Company over this Agreement amicably and
      informally, in good faith, for a period not to exceed two
      weeks.  Thereafter, subject to the
      foregoing, the dispute or disagreement will be submitted to
      arbitration.  At any time prior to a decision from the
      arbitrator(s) being rendered, you and the Company may resolve the dispute
      by settlement.

                          
	 	 	 
	
                            Governing
      Law

                          	 
      	
                            The
      laws of the State of Delaware will govern all matters relating to this
      Agreement, without regard to the principles of conflict of
      laws.

                          
	 	 	 
	
                            Notices

                          	 
      	
                            Any
      notice you give to the Company must be in writing and either
      hand-delivered or mailed to the executive office of the Company. If
      mailed, it should be addressed to the Executive Vice President and General
      Counsel of the Company.  Any notice given to you will be
      addressed to you at your address as reflected on the personnel records of
      the Company. You and the Company may change the address for notice by like
      notice to the other. Notice will be deemed to have been duly delivered
      when hand-delivered or, if mailed, on the day such notice is
      postmarked.

                             

                            Copies
      of notices should also be provided to:

                             

                            For
      the Company:

                             

                            Robert
      Mittman

                            Blank
      Rome LLP

                            The
      Chrysler Building

                            405
      Lexington Avenue

                            New
      York, N.Y. 10174

                            Direct:
      212-885-5555

                            Fax:
      212-885-5557

                          


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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                      For
      you:

                       

                      Bradley
      P. Cost

                      Bachelder
      Law Offices

                      780
      Third Avenue

                      New
      York, New York 10017

                      Direct:
      212-497-1331

                      Main:
      212-319-3900

                      Fax:
      212-319-3070

                    
	 	 	 
	
                      Agreement
      Subject to Plan; Entire Agreement

                    	 
      	
                      This
      Agreement shall be subject to the terms of the Plan in effect on the date
      hereof, subject to “Conflicting Terms”
      below, which terms are hereby incorporated herein by reference and
      made a part hereof.  This Agreement constitutes the entire
      understanding between the Company and you with respect to the subject
      matter hereof and no amendment, supplement or waiver of this Agreement, in
      whole or in part, shall be binding upon the Company unless in writing and
      signed by the President of the Company

                    
	 	 	 
	
                      Conflicting
      Terms

                    	
                        

                    	
                      Wherever
      a conflict may arise between the terms of this Agreement and the terms of
      the Plan in effect on the date hereof, the terms of the Plan will
      control.

                    


            

          

        

      

    

     

    Please
sign the Acknowledgement attached to this Restricted Stock Performance Unit
Agreement and return it to the Company’s Secretary, thereby indicating your
understanding of and agreement with its terms and conditions.

     

    
      
        
          	
                  ICONIX
      BRAND GROUP, INC.

                
	 
      	 
      
	
                  By:

                	
                  /s/ Warren
Clamen

                


        

      

    

     

    
      
         


      

      
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      ACKNOWLEDGMENT

    

    
      


    

    I hereby
acknowledge receipt of a copy of the Plan.  I hereby represent that I
have read and understood the terms and conditions of the Plan and of the
Restricted Stock Performance Unit Agreement.  I hereby signify my
understanding of, and my agreement with, the terms and conditions of the Plan
and of the Restricted Stock Performance Unit Agreement.  I agree to
accept as binding, conclusive, and final all decisions or interpretations of the
Administrator concerning any questions arising under the Plan with respect to
this Restricted Stock Performance Unit Agreement.  I accept this
Restricted Stock Performance Unit Agreement in full satisfaction of any previous
written or oral promise made to me by the Company or any of its Affiliates with
respect to PSUs.

     

    Date:  September 23,
2009

     

    
      
        
          	 
      	
                  /s/ Neil R. Cole

                
	 
      	
                  Neil
      R. Cole

                


        

      

    


    
      
         


      

      
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