Exhibit
10.5

     

    ICONIX
BRAND GROUP, INC.

     

    RESTRICTED
STOCK AGREEMENT

     

    To:           Warren
Clamen

     

    Date
of Award:  September 22, 2009

     

    You are
hereby awarded, effective as of the date hereof, 70,542 shares (the “Shares”)
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 restrictions
specified below in Restrictions and Forfeiture. (While subject
to the Restrictions, this Agreement refers to the Shares as “Restricted
Shares”).

     

    During
the period commencing on the Award Date and terminating on November 10, 2011 (the
“Restricted Period”), except as otherwise provided herein, the Shares may not be
sold, assigned, transferred, pledged, or otherwise encumbered and are subject to
forfeiture (the “Restrictions”).

     

    Except as
set forth below, the Restricted Period with respect to the Shares will lapse in
accordance with the vesting schedule set forth below (the “Vesting
Schedule”).  Subject to the restrictions set forth in the Plan, the
Administrator (as defined in the Plan) shall have the authority, in its
discretion, to accelerate the time at which any or all of the Restrictions shall
lapse with respect to any Shares subject thereto, or to remove any or all of
such Restrictions, whenever the Administrator may determine that such action is
appropriate by reason of changes in applicable tax or other laws, or other
changes in circumstances occurring after the commencement of the Restricted
Period.

     

    In
addition to the terms, conditions, and restrictions set forth in the Plan, the
following terms, conditions, and restrictions apply to the Restricted
Shares:

     

    
      
        	
                Restrictions
      and

                Forfeiture

              	
                You
      may not sell, assign, pledge, encumber, or otherwise transfer any interest
      in the Restricted Shares until the dates set forth in the Vesting
      Schedule, at which point the Restricted Shares will be referred to as
      “Vested.”

              


      

    


    
      
         


      

      
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                Vesting
      Schedule

              	
                Assuming
      you provide Continuous Service (as defined herein) as an Employee (as
      defined in the Plan) of the Company or an Affiliate of the Company, all
      Restrictions will lapse on the Restricted Shares on the Vesting date or
      Vesting dates set forth in the schedule below for the applicable grant of
      Restricted Shares and they will become
Vested.

              


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	
                                          Vesting Schedule

                                        	 
	 	
                                          Vesting Date

                                        	 	
                                          Number of Restricted Shares that
      Vest

                                        	 
	 	
                                          November
      10, 2009

                                        	 	 	33	%
	 	
                                          November
      10, 2010

                                        	 	 	33	%
	 	
                                          November
      10, 2011

                                        	 	 	33	%


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        	
                Continuous
      Service

              	
                “Continuous
      Service,” as used herein, means the absence of any interruption or
      termination of your service as an Employee (as defined in the Plan) of the
      Company or any Affiliate.  If you are employed by an Affiliate
      of the Company, your employment shall be deemed to have terminated on the
      date your employer ceases to be an Affiliate of the Company, unless you
      are on that date transferred to the Company or another Affiliate of the
      Company.  Service shall not be considered interrupted in the
      case of sick leave, military leave or any other leave of absence approved
      by the Company or any then Affiliate of the Company.  Your
      employment shall not be deemed to have terminated if you are transferred
      from the Company to an Affiliate of the Company, or vice versa, or from
      one Company Affiliate to another Company
  Affiliate.

              


      

    


    
      
         


      

      
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                Share
      Certificates

              	
                The
      Company will issue a certificate (or certificates) in your name with
      respect to the Shares, and will hold such certificate (or certificates) on
      deposit for your account until the expiration of the Restricted Period
      with respect to the Shares represented thereby.  Such
      certificate (or certificates) will contain the following restrictive
      legend:

                 

                “The transferability of this
      certificate and the shares of stock represented hereby are subject to the
      terms and conditions (including forfeiture) contained in the 2009 Equity
      Incentive Plan of the Company, copies of which are on file in the office
      of the Secretary of the Company.”

              
	 
      	 
      
	
                Additional

                Conditions
      to

                Issuance
      of Stock

                Certificates

              	
                You
      will not receive the certificates representing the Restricted Shares
      unless and until the Company has received a stock power or stock powers in
      favor of the Company executed by you.

              
	 
      	 
      
	
                Cash
      Dividends

              	
                Cash
      dividends, if any, paid on the Restricted Shares shall be held by the
      Company for your account and paid to you upon the expiration of the
      Restricted Period, except as otherwise determined by the
      Administrator.  All such withheld dividends shall not earn
      interest, except as otherwise determined by the Administrator. You will not receive withheld
      cash dividends on any Restricted Shares which are forfeited and all such
      cash dividends shall be forfeited along with the Restricted Shares which
      are forfeited.

              
	 
      	 
      
	
                Tax
      Withholding

              	
                Unless
      you make an election under Section 83(b) of the Internal Revenue Code of
      1986, as amended (the “Code”), and pay taxes in accordance with that
      election, you will be taxed on the Shares as they become Vested and must
      arrange to pay the taxes on this income. If the Administrator so
      determines, arrangements for paying the taxes may include your
      surrendering Shares that otherwise would be released to you upon becoming
      Vested or your surrendering Shares you already own. The fair market value
      of the Shares you surrender, determined as of the date when taxes
      otherwise would have been withheld in cash, will be applied as a credit
      against the withholding taxes.

                 

                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 on the Restricted Shares an
      amount sufficient to cover taxes owed 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.  You understand
      that Section 83 of the Code taxes (as ordinary income) the fair market
      value of the Shares as of the date any “restrictions” on the Shares
      lapse.  To the extent that an award hereunder is not otherwise
      an exempt transaction for purposes of Section 16(b) of the Securities
      Exchange Act of 1934, as amended (the “1934 Act”), with respect to
      officers, directors and 10% shareholders subject to Section 16 of the 1934
      Act, a “restriction” on the Shares includes for these purposes the period
      after the award of the Shares during which such officers, directors and
      10% shareholders could be subject to suit under Section 16(b) of the 1934
      Act.  Alternatively, you understand that you may elect to be
      taxed at the time the Shares are awarded rather than when the restrictions
      on the Shares lapse, or the Section 16(b) period expires, by filing an
      election under Section 83(b) of the Code with the Internal Revenue Service
      within thirty (30) days from the date of the award.

                 

                YOU
      HEREBY ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY AND NOT THE
      COMPANY’S TO FILE TIMELY THE ELECTION AVAILABLE TO YOU UNDER SECTION 83(B)
      OF THE CODE, EVEN IF YOU REQUEST THAT THE COMPANY OR ITS REPRESENTATIVES
      MAKE THIS FILING ON YOUR BEHALF.

              
	 
      	 
      
	
                Securities
      Law

                Representations

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

              


      

    

     

    
      
         


      

      
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                (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:

                 

                “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 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 shares of Common Stock or
      other securities received, as a result of the foregoing, by you with
      respect to the Restricted Shares shall be subject to the same restrictions
      as the Restricted Shares, the certificate or other instruments evidencing
      such shares of Common Stock or other securities shall be legended and
      deposited with the Company as provided above with respect to the
      Restricted Shares, and any cash dividends received with respect to such
      shares of Common Stock or other securities shall be accumulated as
      provided above with respect to the Restricted Shares.

              
	 
      	 
      
	
                Non-Transferability

              	
                Restricted
      Shares are not transferable.

              


      

    

     

    
      
         


      

      
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                No
      Effect on

                Employment

              	
                Except
      as otherwise provided in your Employment Agreement, dated November 11,
      2008, nothing herein shall modify your status as an at-will employee of
      the Company or any of its Affiliates.  Further, 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 Shares become
      vested.

              
	 
      	 
      
	
                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 (excluding Attachment A hereto) or its validity,
      construction, meaning, performance or your rights hereunder shall, unless
      the Company in its sole discretion determines otherwise, be settled by
      arbitration, at a location designated by  the Company, in
      accordance with the Commercial Arbitration Rules of the American
      Arbitration Association or its successor, as amended from time to
      time.  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, 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.  You and the Company shall equally share
      the costs charged by the American Arbitration Association or its
      successor, but you and the Company shall otherwise be solely responsible
      for your own respective counsel fees and expenses.  The decision
      of the arbitrator(s) shall be made in writing, setting forth the award,
      the reasons for the decision and award and shall be binding and conclusive
      on you and the Company.  Further, neither you nor the Company
      shall appeal any such award.  Judgment of a court of competent
      jurisdiction may be entered upon the award and may be enforced as such in
      accordance with the provisions of the
award.

              


      

    

     

    
      
        
        

      

      
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                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 office of the Chief Executive Officer of
      the Company. If mailed, it should be addressed to the Chief Executive
      Officer of the Company at its then main headquarters. 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.

              
	 
      	 
      
	
                Agreement
      Subject

                to
      Plan; Entire

                Agreement

              	
                This
      Agreement shall be subject to the terms of the Plan in effect on the date
      hereof, 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 copy of this Restricted Stock 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/ Andrew R.
  Tarshis

              


      

    

    
      

        
          
             


          

          
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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 Agreement.  I hereby signify my understanding of, and
my agreement with, the terms and conditions of the Plan and of the Restricted
Stock 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
Agreement.  I accept this Restricted Stock 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 option or stock grants.

     

    
      	
              Date:

            	
              September 22, 2009

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              /s/ Warren Clamen

            
	 
      	 
      	
              Warren
      Clamen

            
	 
      	 
      	 
      
	 
      	 
      	
              XXXXXXXXXXX

            
	 
      	 
      	
              ADDRESS

            


    

     

    
      
         


      

      
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