Unassociated Document


    

      EXECUTION
        COPY

    

     

    EMPLOYMENT
      AGREEMENT

     

    EMPLOYMENT
      AGREEMENT (“Agreement”),
      entered into January 28, 2008 (the “Signing
      Date”)
      to be
      effective as of January 1, 2008 (the “Effective
      Date”),
      by
      and between Iconix Brand Group, Inc., a Delaware corporation (the “Company”),
      and
      Neil R. Cole (the “Executive”).

     

    W
      I T N E
      S S E T H:

     

    WHEREAS,
      the Executive possesses unique personal knowledge, experience and expertise
      concerning the business and operations conducted by the Company;

     

    WHEREAS,
      the
      Employment Agreement by and between the Company and the Executive, dated
      effective as of January 1, 2005 (the
      “Prior
      Agreement”),
      expired
      pursuant to its terms on December 31, 2007 and the Company desires to continue
      to employ the Executive, and the Executive desires to continue to be employed
      by
      the Company, upon the terms and subject to the conditions set forth in this
      Agreement; and

     

    WHEREAS,
      effective
      as of the Effective Date, the Company and the Executive desire to enter into
      this Agreement as to the terms and conditions of the Executive’s continued
      employment with the Company.

     

    NOW,
      THEREFORE, in consideration of the covenants and agreements hereinafter set
      forth and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto agree as follows:

     

    1. EMPLOYMENT
      AND DUTIES

     

    1.1. Term
      of Employment.
      The
      Executive’s initial term of employment under this Agreement shall commence on
      the Effective Date and shall continue until December 31, 2012 (the “Initial
      Term”),
      unless further extended or earlier terminated as provided in this Agreement.
      Unless
      written notice of non-renewal is provided by either party at least 180 days
      prior to the end of the Initial Term, the Executive’s term of employment under
      this Agreement will automatically be renewed for a single one (1) year period
      from January 1, 2013 until December 31, 2013,
      unless
      earlier terminated as provided in this Agreement.
      The
      period of time between the Effective Date and the termination of the Executive’s
      employment under this Agreement shall be referred to herein as the “Term.”

     

    1.2. General.

     

    1.2.1. During
      the Term, the Executive shall have the titles of President and Chief Executive
      Officer of the Company and shall have the authorities, duties and
      responsibilities customarily exercised by an individual serving in these
      positions in a corporation of the size and nature of the Company and such other
      authorities, duties and responsibilities as may from time to time be delegated
      to him by the Board of Directors of the Company (the “Board”)
      that
      are consistent with the foregoing. If requested by the Board or the Executive,
      the Executive will work with the Board to identify a person to serve as
      President of the Company reporting directly and solely to the Executive and,
      upon the appointment of such person, the Executive shall cease to have the
      title
      of President and the associated authorities, duties and
      responsibilities
      of
      President shall be exercised by such successor, subject to the authority of
      the
      Executive as Chief Executive Officer.
      The
      Executive shall faithfully and diligently discharge his duties hereunder and
      use
      his best efforts to implement the policies established by the Board from time
      to
      time. During the Term, the Executive shall be the highest ranking executive
      of
      the Company and no other officer will be appointed with authority over the
      Executive, and the Executive shall report directly to the Board. Subject to
      the
      foregoing, it is recognized that while the Executive is currently Chairman
      of
      the Board, the Board reserves the right to remove him as such and to appoint
      another member of the Board as non-executive Chairman, with the associated
      authorities, responsibilities and duties.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.2.2. The
      Executive shall devote all of his business time, attention, knowledge and skills
      faithfully, diligently and to the best of his ability, in furtherance of the
      business and activities of the Company; provided,
      however,
      that
      nothing in this Agreement shall preclude the Executive from devoting reasonable
      periods of time required for:

     

    (i) serving
      as a director or member of a committee of up to two (2) organizations or
      corporations that do not, in the good faith determination of the Board, compete
      with the Company or otherwise create, or could create, in the good faith
      determination of the Board, a conflict of interest with the business of the
      Company;

     

    (ii) delivering
      lectures, fulfilling speaking engagements, and any writing or publication
      relating to his area of expertise; provided,
      that
      any fees, royalties or honorariums received therefrom shall be promptly turned
      over to the Company;

     

    (iii) engaging
      in professional organization and program activities;

     

    (iv) managing
      his personal passive investments and affairs, and may operate the business
      of
      NRC Aviation LLC (providing its sole business relates to the utilization and
      management of one airplane); and

     

    (v) participating
      in charitable or community affairs;

     

    provided
      that such activities do not materially, individually or in the aggregate,
      interfere with the due performance of his duties and responsibilities under
      this
      Agreement or
      create
      a conflict of interest with the business of the Company, as
      determined in good faith by the Board.

     

    1.2.3. During
      the Term, at each annual meeting of the Company’s stockholders, the Company
      shall nominate the Executive for election, and the Board shall recommend the
      election of the Executive, by the Company’s stockholders as a
      director.

     

    1.3. Reimbursement
      of Expenses.
      During
      the Term, the Company shall pay the reasonable expenses incurred by the
      Executive in the performance of his duties hereunder, including, without
      limitation, those incurred in connection with business related travel (subject
      to Section 4.5) or entertainment, or, if such expenses are paid directly by
      the
      Executive, the Company shall promptly reimburse him for such payments, provided
      that the Executive properly accounts for such expenses in accordance with the
      Company’s business expense reimbursement policy. To the extent any such
      reimbursements (and any other reimbursements of costs and expenses provided
      for
      herein) are includable in the Executive’s gross income for Federal income tax
      purposes, all such reimbursements shall be made no later than March 15 of the
      calendar year next following the calendar year in which the expenses to be
      reimbursed are incurred.

     

    
      
        
        

      

      
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    2. COMPENSATION

     

    2.1. Base
      Salary.
      During
      the Term, the Executive shall be entitled to receive a base salary at a rate
      of
      one million dollars ($1,000,000.00) per annum, which base salary shall be
      payable in accordance with the payroll practices of the Company, with such
      increases (but no decreases) as may be determined by the Board from time to
      time
      (as increased from time to time, the “Base
      Salary”).

     

    2.2. Sign-on
      Bonus.
      The
      Company shall pay the Executive a lump sum cash bonus in the amount of five
      hundred thousand dollars ($500,000.00) within five (5) business days after
      the
      Signing Date (the “Sign-On Bonus”). In
      the
      event that the Executive resigns from his employment hereunder without Good
      Reason (as defined below) or the Employee’s employment is terminated by the
      Company for Cause (as defined below) (x) on or prior to June 30, 2008,
the
      Executive shall promptly pay to the Company an amount equal to one hundred
      percent (100%) of the Sign-On Bonus; or (y) on or following July, 1 2008, but
      prior to January 1, 2009, the Executive shall
      promptly pay to the Company an amount equal to one
      hundred percent (100%) of the Sign-On Bonus less
      a pro
      rata portion of the Sign-On Bonus determined
      by multiplying $500,000 by a fraction, the numerator of which is the number
      of
      days during 2008 that the Executive is employed by the Company and the
      denominator of which is 365.

     

    2.3. Annual
      Bonuses.
      In
      addition to Base Salary, the Executive shall be eligible to receive an annual
      cash bonus (the “Annual
      Bonus”)
      for
      each completed calendar year (subject to Section 5.4 hereof) of the Company
      during the Term in accordance with this Section 2.3. The Company shall promptly
      establish (subject to shareholder approval) an incentive bonus plan intended
      to
      satisfy the requirements of Section 162(m) of the Internal Revenue Code of
      1986,
      as amended (the “Code”),
      including as a performance goal thereunder the targets specified in this Section
      (the “162(m)
      Plan”).
      The
      162(m) Plan shall be submitted for shareholder approval at the next meeting
      of
      the Company’s shareholders (and thereafter as required by Section 162(m) of the
      Code) and the awards under this Section (except as provided in the last sentence
      hereof) shall be conditioned upon such shareholder approval and any required
      future approval as required by Section 162(m) of the Code. The Annual Bonus
      shall be a percentage of the Base Salary determined based on the level of the
      Company’s consolidated earnings before interest, taxes, depreciation and
      amortization of fixed assets and intangible assets (“EBITDA”)
      achieved for such year against the target level of EBITDA (“Target
      EBITDA”)
      established for such year by the Compensation Committee of the Board (the
“Compensation
      Committee”),
      in
      its sole discretion, but with prior consultation with the Executive, as
      follows:


    
      
        
        

      

      
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              Annual
                Level of Target EBITDA Achieved

            	
              %
                of Base Salary

            
	 	 
	
              less
                than 80%

            	
              0%

            
	
              80%
                (Threshold)

            	
              50%

            
	
              90%

            	
              75%

            
	
              100%
                (Target)

            	
              100%

            
	
              105%

            	
              110%

            
	
              110%

            	
              122.50%

            
	
              115%

            	
              135%

            
	
              120%
                or more (Maximum)

            	
              150%

            


    

    


    There
      shall be no interpolation between each target level. Any Annual Bonus earned
      shall be payable in full in a lump sum cash payment in the calendar year
      following the calendar year for which it is earned. Such payment shall be made
      as soon as reasonably practicable following the audit by the Company’s
      independent public accountants of the Company’s financial statements for the
      calendar year for which it is earned, and the certification of the amount due
      by
      the Compensation Committee, and in accordance with the Company’s normal payroll
      practices for the payment of bonuses to senior executives. The Compensation
      Committee shall use reasonable business efforts to meet for the purposes of
      such
      certification within 30 days after completion of the audit for the applicable
      fiscal year. Except as otherwise expressly provided in Section 5, any Annual
      Bonus payable under this Section 2.3 shall be contingent on the Executive’s
      continued employment with the Company through the date such payment is made.
      In
      the event any necessary shareholder approvals under Code Section 162(m) for
      the
      Annual Bonus payable for any year is not timely received, the Executive shall
      not be entitled to any Annual Bonus for that year pursuant to the aforesaid
      formula, but the Compensation Committee may award him a discretionary bonus
      for
      such year. Notwithstanding the foregoing, if the Executive is employed upon
      expiration of the Term, he shall be entitled to the Annual Bonus for such last
      year even if he is not employed by the Company on the date the Annual Bonus
      is
      paid for such last year.

    


    2.4. Sign-On
      Equity Award.
      Subject
      to the next sentence hereof, on February 19, 2008 (the “Determination
      Date”),
      the
      Executive shall receive a one-time grant of equity incentive awards (the
“Sign-On
      Grant”)
      issued
      under the Company’s 2006 Equity Incentive Plan (the “Equity
      Plan”),
      as
      provided below. If, and to the extent that, on the Determination Date the number
      of shares of Common Stock (as defined below) available for award under the
      Equity Plan, less 75,000 shares, is not sufficient to make the full Sign-on
      Grant, a number of PSU’s (as defined below) to be granted pursuant to Section
      2.4.2 below equal to the number shares of Common Stock that cannot be awarded
      as
      a result of such inadequate number of shares shall be reduced from the PSU’s
      portion of the Sign-on Grant in reverse order of eligibility to vest. An
      additional grant for such number of PSU’s that could not be issued as a result
      of the limitation in the prior sentence shall instead be made to the Executive
      promptly after, and subject to, approval by the shareholders of the Company
      of
      an additional number of shares of Common Stock available for awards under the
      Equity Plan (or a successor plan). The number of shares of Common Stock required
      for any such delayed grant shall be adjusted as the Compensation Committee
      shall
      deem appropriate to reflect any
      change that is made to the outstanding Common Stock by reason of any stock
      split, stock dividend, combination of shares, exchange of shares, or other
      change affecting the outstanding Common Stock during the period from the
      Determination Date through the
      date
      such delayed grant is made.
      The
      PSU’s
      granted pursuant to any such delayed grant shall be subject to same terms and
      conditions as the PSU’s to be initially awarded as part of the Sign-On Award
      pursuant to Section 2.4.2 below. If, and to the extent, such delayed grant
      is
      necessary, the Company shall submit to its shareholders for approval at its
      next
      annual shareholder meeting an increase in the number of shares of Common Stock
      available for awards under the Equity Plan (or a successor plan) sufficient
      to
      at least cover the number of shares of Common Stock necessary to make such
      delayed grant.

     

    
      
        
        

      

      
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    2.4.1. RSU’s.
      The
      Executive shall receive a grant of restricted stock units of the Company (the
      “RSU’s”)
      equal
      to a number of shares of the Company’s common stock, par value $0.001 per share
      (“Common
      Stock”)
      with a
      Fair Market Value (as defined below) on the Determination Date of Twenty-Four
      Million Dollars ($24,000,000). The RSU’s shall be subject to the terms and
      conditions of the Equity Plan and a Restricted Stock Unit Award Agreement
      between the Company and the Executive in the form attached hereto as Exhibit
      A,
      but which Restricted
      Stock Unit Award Agreement
      shall
      set
      forth the following terms and conditions
      (and
      shall not contain any terms or conditions that are inconsistent with this
      Agreement):

     

    (i) Vesting.
      Vesting
      of the RSU’s shall be time based and shall vest in five (5) substantially equal
      annual installments subject to the Executive’s continuous employment with the
      Company through each such vesting date, with the first installment vesting
      on
      December 31, 2008 and each subsequent installment vesting each December 31
      thereafter, with the final installment vesting on December 31, 2012 (each a
      “Time
      Vesting Date”).
      Notwithstanding the foregoing, in the event of a Change in Control (as defined
      below in Section 5.4.4), one hundred (100%) of the then remaining unvested
      RSU’s
      shall immediately become vested effective simultaneous with such Change in
      Control.

     

    (ii) Distribution.
      Subject
      to Section 5.4 as to conditions and timing of distribution of Common Stock
      with
      respect to RSU’s vesting as a result of a termination of employment and Section
      9.8.2 with regard to timing of equity distributed as a result of a Separation
      from Service (as defined below) as an employee of the Company, any vested
      portion of the RSU’s shall be distributed to the Executive in shares of Common
      Stock as follows: 

     

    (A) The
      RSU’s
      shall be distributed to the Executive fifteen (15) days after the applicable
      Time Vesting Date; 

     

    (B) Notwithstanding
      anything to the contrary contained herein, other than Sections 5.4.8 and 9.8.2,
      all vested RSU’s (including those vested pursuant to the last sentence of the
      clause (i) above) shall be distributed in shares of Common Stock to the
      Executive simultaneous with the Company’s incurring a Change in Control.


     

    
      
        
        

      

      
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    (iii) Termination.
      Notwithstanding
      the foregoing, in
      the
      event of a termination of the Executive’s
      employment with the Company prior to any Time Vesting Date, the
      unvested
      RSU’s at
      the time of such termination shall vest or be forfeited as set forth in Section
      5.4 below, as applicable.

     

    2.4.2. PSU’s.
      Subject
      to the first paragraph of this Section 2.4, the Executive shall receive a grant
      of performance stock units of the Company (the “PSU’s,”
and
      together with the RSU’s, the “Equity
      Units”)
      equal
      to a number of shares of Common Stock with a Fair Market Value on the
      Determination Date of Sixteen Million Dollars ($16,000,000). The PSU’s shall be
      subject to the terms and conditions of the Equity Plan and a Performance Stock
      Unit Award Agreement between the Company and the Executive in the form attached
      hereto as Exhibit B, but which
      Performance
      Stock Unit Award Agreement
      shall
      set
      forth the following terms and conditions
      (and
      shall not contain any terms or conditions that are inconsistent with the terms
      of this Agreement):

     

    (i) Vesting.
      Vesting
      of the PSU’s shall be performance based and shall vest based on the achievement
      of annual performance goals as described on Exhibit C attached hereto upon
      certification of achievement by the Compensation Committee as set forth on
      Exhibit C attached hereto. Notwithstanding anything to the contrary contained
      herein, in the event of a Change in Control, (x) the unvested PSU’s shall vest
      as follows: (a)
      with
      regard to the PSU’s that could vest in the calendar year of the Change in
      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 attached hereto, but with no adjustment of the level
      of
      the goals), and (b) with regard to the PSU’s 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
      attached hereto, 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 PSU’s 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.

     

    (ii) Distribution.
      Subject
      to Section 5.4 as to conditions and timing of distribution of Common Stock
      with
      respect to PSU’s vesting as a result of a termination of employment and Section
      9.8.2 with regard to timing of equity distributed as a result of a Separation
      from Service as an employee of the Company, any vested portion of the PSU’s
      shall be distributed to the Executive in shares of Common Stock in the year
      following the year of each applicable Performance Vesting Date (as defined
      in
      Exhibit C) following the Compensation Committee’s certification of the level of
      attainment of the annual performance goals. Notwithstanding anything to the
      contrary contained herein, except as to Sections 5.4.8 and 9.8.2, all vested
      PSU’s (including those vested pursuant to the last sentence of clause (i) above)
      shall be distributed to the Executive in shares of Common Stock simultaneous
      with the Company’s incurring a Change in Control. 

     

    
      
        
        

      

      
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    (iii) Termination.
      Notwithstanding
      anything to the contrary contained herein, in
      the
      event of a termination of the Executive’s
      employment with the Company prior to any Performance Vesting Date, the
      unvested
PSU’s
      at the
      time of such termination shall vest
      or
be
      forfeited as set
      forth
      in Section 5.4 below, as applicable.

     

    2.4.3. Dividends.
      With
      respect to the Equity Units, the Executive 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 Determination
      Date (or in the case of any PSU’s awarded pursuant to a delayed grant in
      accordance with the first paragraph of this Section 2.4, on and after the date
      such delayed grant is made); provided,
      that
      any such dividend equivalents shall be subject to the same restrictions as
      the
      Equity Units with regard to which they are issued, including without limitation,
      as to vesting and time of distribution.

     

    2.4.4. Fair
      Market Value.
      For the
      purposes of this Section 2.4, “Fair
      Market Value”
means
      the
      average
      of the last
      sale
      price reported for the Common Stock for
      each
      of the ten (10) trading days commencing
      on the third trading date following the
      Signing Date as reported on the NASDAQ National Market.
      The
      number of RSU’s and PSU’s to be issued shall be determined by dividing the
      required dollar value by the Fair Market Value.

     

    2.4.5. Ownership
      Retention.
      The
      shares of
      Common
      Stock underlying
      the RSU’s and PSU’s shall only be saleable or otherwise transferable by the
      Executive prior to termination
      of his employment with the Company
      (i) as
      necessary to pay taxes on the distributed stock, (ii) to
      trusts
      or other entities established for the benefit of the Executive and/or his
      immediate family members, subject to such trusts or other entities agreeing
      in
      writing to retain such shares of Common Stock during the period of the
      Executive’s employment with the Company, subject to sub-section (iii), (iii) if
      at the
      time
of
      such
      sale or other transfer, the
      value
      of the Common
      Stock
      owned by
      the Executive and
      by
      trusts or other entities established for the benefit of the Executive and/or
      his
      immediate family members (and
      not
      subject to forfeiture conditions and not including options) shall, and would
      immediately
      after
      any
      sale or other
      transfer,
      exceed five million dollars ($5,000,000) in value, or (iv)
      as
      otherwise approved by the Board in its sole discretion.

     

    
      
        
        

      

      
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    2.5. Additional
      Compensation.
      During
      the Term, in addition to the foregoing, the Executive shall be eligible to
      receive such other compensation as may from time to time be awarded him by
      the
      Board (or the Compensation Committee), in its sole discretion.

     

    3. PLACE
      OF PERFORMANCE.
      In
      connection with his employment by the Company, the Executive shall be based
      at
      the Company’s principal executive offices, currently located in New York, New
      York.

     

    4. EMPLOYEE
      BENEFITS AND PERQUISITES

     

    4.1. Benefit
      Plans.
      During
      the Term, the Executive shall be eligible to participate on the terms and
      conditions, including eligibility, no less favorable than provided to other
      senior executives of the Company in all employee benefit plans, programs or
      arrangements (other than equity and incentive plans,
      unless
      determined by the Board (or the Compensation Committee), in its sole
      discretion), which shall be established or maintained by the Company generally
      for its employees, or generally made available to its senior executives. The
      parties acknowledge that because of the Sign-on Grant, it is currently
      contemplated that the Executive will not receive additional equity grants for
      a
      period of five (5) years following the Effective Date.

     

    4.2. Vacation.
      The
      Executive shall be entitled to not less than five (5) weeks vacation at full
      pay
      for each year during the Term. Such vacation may be taken in the Executive’s
      discretion, and at such time or times as are not inconsistent with the
      reasonable business needs of the Company. 

     

    4.3. Life
      Insurance Coverage.
      Subject
      to
      Executive’s insurability at standard or better insurance rates and his
      cooperating with any required physical examinations, the
      Company shall use its reasonable business efforts to obtain and maintain in
      full
      force and effect during the Term, life insurance issued by an insurance
      company(s) with at least an “A” rating by A.M. Best Company covering the life of
      the Executive for the benefit of his designated beneficiary(s) in the amount
      of
      $5,000,000, which amount shall include the current $1,000,000 whole-life policy.
      In the event such amount is not available at standard
      or better insurance rates, then the
      Company shall use its reasonable business efforts to obtain and maintain such
      life insurance in the
      amount
      that is purchasable at the same cost as if such amount could have been purchased
      at standard insurance rates. The
      remainder of the coverage shall be a term policy.

     

    4.4. Automobile.
      During
      the Term, the Company shall provide the Executive for his use, at the Company’s
      expense, an automobile commensurate with the Executive’s needs as the Company’s
      most senior executive officer
      and
      commensurate with the automobile provided by the Company to the Executive on
      the
      Signing Date.
      In
      addition, the Company shall supply the Executive with a Company paid and insured
      driver for business purposes only. The Company shall be responsible for the
      cost
      of insurance, maintenance, gas and other related operating expenses incurred
      for
      business purposes for such automobile during the Term, including the reasonable
      cost of parking near the Company’s executive office. The
      Executive hereby acknowledges that he will be subject to taxation for any
      personal use of the automobile in accordance with applicable law.

     

    
      
        
        

      

      
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    4.5. Air
      Travel.
      During
      the Term, the Executive shall be entitled to travel for business purposes by
      private aircraft chartered by the Company (including from NRC Aviation LLC
      or a
      successor thereto) in accordance with the Company’s policies (established by the
      Board, or an authorized committee thereof) as in effect from time to
      time.

     

    5. TERMINATION
      OF EMPLOYMENT

     

    5.1. General.
      The
      Executive’s employment under this Agreement may be terminated without any breach
      of this Agreement only on the following circumstances:

     

    5.1.1. Death.
      The
      Executive’s employment under this Agreement shall terminate upon his
      death.

     

    5.1.2. Disability.
      If the
      Executive suffers a Disability (as defined below), the Company may terminate
      the
      Executive’s employment under this Agreement upon thirty (30) days prior written
      notice; provided that the Executive has not returned to full time performance
      of
      his duties during such thirty (30) day period. For purposes hereof,
“Disability”
shall
      mean the Executive’s inability to perform his duties and responsibilities
      hereunder, with or without reasonable accommodation, due to any physical or
      mental illness or incapacity,
      which
      condition either (i) has continued
      for a
      period of 180 days (including weekends and holidays) in any consecutive 365-day
      period, or (ii) is
      projected by the Board in good faith after consulting with a doctor selected
      by
      the Company and consented to by the Executive (or, in the event of the
      Executive’s incapacity, his legal representative), such consent not to be
      unreasonably withheld, that the condition is likely to continue for a period
      of
      at least six (6) consecutive months from its commencement.

     

    5.1.3. Good
      Reason.
      The
      Executive may terminate his employment under this Agreement for Good Reason
      at
      any time on or prior to the 120th
      day
      after the occurrence of any of the Good Reason events set forth in the following
      sentence. For purposes of this Agreement, “Good Reason” shall mean the
      occurrence of any of the following events without the Executive’s
      consent:

     

    (i) the
      failure by the Company to timely comply with its material obligations and
      agreements contained in this Agreement;

     

    (ii) a
      material diminution of the authorities, duties or responsibilities of the
      Executive set forth in Section 1.2 above (other than temporarily while the
      Executive is physically or mentally incapacitated and unable to properly perform
      such duties, as determined by the Board in good faith);

     

    (iii) the
      loss
      of any of the titles of the Executive with the Company set forth in Section
      1.2
      above (other than the loss of the title of President in connection with the
      appointment of another person as the President of the Company in accordance
      with
      Section 1.2 hereof);

     

    (iv) a
      reduction by the Company in the Base Salary or in any of the percentages of
      Base
      Salary payable as an Annual Bonus as set forth in Section 2.3 hereof (or, for
      purposes of determining an Annual Bonus, an increase in any of the percentages
      of Annual Level of Target EBITDA that must be achieved to obtain the related
      percentage of Base Salary as set forth in Section 2.3 hereof);

     

    
      
        
        

      

      
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    (v) the
      re-location of the Executive to an office outside of New York, New York (Borough
      of Manhattan);

     

    (vi) the
      failure by the Company to nominate or re-nominate the Executive to serve as
      a
      member of the Board (other than as a result of the Executive’s death or
      Disability, or because of a legal prohibition under applicable law or
      regulation);

     

    (vii) the
      assignment to the Executive of duties or responsibilities which are materially
      inconsistent with any of his duties and responsibilities set forth in Section
      1.2 hereof;

     

    (viii) a
      change
      in the reporting structure so that the Executive reports to someone other than
      solely and directly to the Board; or

     

    (ix) the
      failure of the Company to obtain the assumption in writing of its obligation
      to
      perform this Agreement by any successor in connection with a sale or
other
      disposition
      by the Company of all or substantially all of the Company’s assets or
      businesses
      within
      ten (10) days after such sale or
      other
      disposition;

     

    provided,
      however,
      that,
      within ninety (90) days of any such events having occurred, the Executive shall
      have provided the Company with written notice that such events have occurred
      and
      afforded the Company thirty (30) days to cure same. The parties hereby
      acknowledge that the Executive’s being removed from the position of Chairman, or
      another person being appointed as the Company’s Chairman, in accordance with
      Section 1.2 hereof, shall not be Good Reason; provided, however, the foregoing
      shall not authorize any person other than the Executive serving as Executive
      Chairman.

     

    5.1.4. Without
      Good Reason.
      The
      Executive may voluntarily terminate his employment under this Agreement without
      Good Reason upon written notice by the Executive to the Company at least (i)
      sixty (60) days prior to the effective date of such termination if the Executive
      has the title of President, or (ii) thirty (30) days prior to the effective
      date
      of such termination if the Executive does not have the title of President (which
      termination the Company may, in either case and its sole discretion, make
      effective earlier than the date set forth in the Notice of Termination (as
      defined below)).

     

    5.1.5. Cause.
      The
      Company may terminate the Executive’s employment under this Agreement at any
      time for Cause. Termination for “Cause” shall mean termination of the
      Executive’s employment because of the occurrence of any of the following as
      determined by the Board:

     

    (i) the
      willful and continued failure by the Executive to attempt in good faith to
      substantially perform his obligations under this Agreement (other than any
      such
      failure resulting from the Executive’s incapacity due to a Disability);
provided,
      however,
      that
      the Company shall have provided the Executive with written notice that such
      actions are occurring and the Executive has been afforded at least fifteen
      (15)
      days to cure same;

     

    
      
        
        

      

      
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    (ii) the
      indictment of the Executive for, or his conviction of or plea of guilty or
      nolo
      contendere to,
      a
      felony or any other crime involving moral turpitude or dishonesty;

     

    (iii) the
      Executive’s willfully engaging in misconduct in the performance of his duties
      for the Company (including theft, fraud, embezzlement, and securities law
      violations or a violation of the Company’s Code of Conduct or other written
      policies) that is injurious to the Company, monetarily or otherwise;
      or

     

    (iv) the
      Executive’s willfully engaging in misconduct other than in the performance of
      his duties for the Company (including theft, fraud, embezzlement, and securities
      law violations) that is materially injurious to the Company or, in the good
      faith determination of the Board, is potentially materially injurious to the
      Company, monetarily or otherwise.

     

    For
      purposes of this Section 5.1.5, no act, or failure to act, on the part of the
      Executive shall be considered “willful,” unless done, or omitted to be done, by
      him in bad faith and without reasonable belief that his action or omission
      was
      in, or not opposed to, the best interest of the Company (including
      reputationally). Prior
      to
      any termination for Cause, the Executive will be given five (5) business days
      written notice specifying the alleged Cause event and will be entitled to appear
      (with counsel) before the full Board to present information regarding his views
      on the Cause event, and after such hearing, there is at least a majority vote
      of
      the full Board (other than the Executive) to terminate him for Cause. After
      providing the notice in foregoing sentence, the Board may suspend the Executive
      with full pay and benefits until a final determination pursuant to this Section
      has been made.

     

    5.1.6. Without
      Cause.
      The
      Company may terminate the Executive’s employment under this Agreement without
      Cause immediately upon written notice by the Company to the Executive, other
      than for death or Disability.

     

    5.2. Notice
      of Termination.
      Any
      termination of the Executive’s employment by the Company or by the Executive
      (other than termination by reason of the Executive’s death) shall be
      communicated by written Notice of Termination to the other party of this
      Agreement. For purposes of this Agreement, a “Notice
      of Termination”
shall
      mean a written notice which shall indicate the specific termination provision
      in
      this Agreement relied upon and shall set forth in reasonable detail the facts
      and circumstances claimed to provide a basis for termination of the Executive’s
      employment under the provision so indicated.

     

    5.3. Date
      of Termination.
      The
“Date
      of Termination”
shall
      mean (a) if the Executive’s employment is terminated by his death, the date
      of his death, (b) if the Executive’s employment is terminated pursuant to
      subsection 5.1.2 above, thirty (30) days after Notice of Termination is given
      (provided that the Executive shall not have returned to the performance of
      his
      duties on a full-time basis during such thirty (30) day period), (c) if the
      Executive’s employment is terminated pursuant to subsections 5.1.3 or 5.1.5
      above, the date specified in the Notice of Termination after the expiration
      of
      any applicable cure periods, (d) if the Executive’s employment is terminated
      pursuant to subsection 5.1.4 above, the date specified in the Notice of
      Termination which shall be at least thirty (30) or sixty (60) days, as
      applicable, after Notice of Termination is given, or such earlier date as the
      Company shall determine, in its sole discretion, and (e) if the Executive’s
      employment is terminated pursuant to subsections 5.1.6, the date on which a
      Notice of Termination is given.

     

    
      
        
        

      

      
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    5.4. Compensation
      Upon Termination.
      

     

    5.4.1. Termination
      for Cause or without Good Reason.
      If the
      Executive’s employment shall be terminated by the Company for Cause or by the
      Executive without Good Reason, the Executive shall receive from the Company:
      (a)
      any earned but unpaid Base Salary through the Date of Termination, paid in
      accordance with the Company’s standard payroll practices; (b) reimbursement for
      any unreimbursed expenses properly incurred and paid in accordance with Section
      1.3 through the Date of Termination; (c) payment for any accrued but unused
      vacation time in accordance with Company policy; (d) shares of Common Stock
      in
      respect of any vested Equity Units with respect to which the Executive has
      not
      received distribution and any vested, accrued and unpaid dividend equivalents
      thereon; and (e) such vested accrued benefits, and other payments, if any,
      as to
      which the Executive (and his eligible dependents) may be entitled under, and
      in
      accordance with the terms and conditions of, the employee benefit arrangements,
      plans and programs of the Company as of the Date of Termination, other than
      any
      severance pay plan ((a) though (e), the “Amounts
      and Benefits”),
      and
      the Company shall have no further obligation with respect to this Agreement
      other as provided in Sections 8 and 9 of this Agreement. In addition, any
      portion of the Equity Units that remain unvested on the Date of Termination
      shall be forfeited as of the Date of Termination.

     

    5.4.2. Termination
      without Cause or For Good Reason.
      If,
      prior to the expiration of the Term, the Executive resigns from his employment
      hereunder for Good Reason or the Company terminates the Executive’s employment
      hereunder without Cause (other than a termination by reason of death or
      Disability), and Section 5.4.3 does not apply, then the Company shall pay or
      provide the Executive the Amounts and Benefits and, subject
      to Section 5.4.8:

     

    (i) subject
      to Section 9.8.2, an amount equal to:

     

    (A)
      in
      the event such resignation or termination occurs on or prior to December 31,
      2010, the sum of (x) two (2) times the Base Salary as then in effect
      (without
      taking into account any reduction therein that constitutes a basis for Good
      Reason),
      plus
      (y) an
      amount equal to two (2) times the average of the Annual Bonus the
      Executive received from the Company for the two (2) completed fiscal years
      prior
      to such termination; or

     

    
      
        
        

      

      
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    (B)
      in
      the event such resignation or termination occurs on or following January 1,
      2011, two (2) times the Base Salary as then in effect
      (without
      taking into account any reduction therein that constitutes a basis for Good
      Reason);

     

    in
      either
      case with one half of the amount due paid in equal installments on the Company’s
      normal payroll dates for a period of one (1) year from the Date of Termination
      in accordance with the usual payroll practices of the Company, but off the
      employee payroll, and the other one half of the amount due being paid in a
      lump
      sum on the first anniversary of the Date of Termination, with each such payment
      deemed to be a separate payment for the purposes of Code
      Section 409A (as defined below);

     

    (ii) any
      Annual Bonus earned but unpaid for a prior fiscal year, paid in accordance
      with
      Section 2.3 (including payment timing) (the “Prior
      Year Bonus”);

     

    (iii) in
      the
      event such resignation or termination occurs following the Company’s first
      fiscal quarter of any year, a pro-rata portion of the Executive’s Annual Bonus
      for the fiscal year in which the Executive’s termination occurs based on actual
      results for such year (determined by multiplying the amount of such Annual
      Bonus
      which would be due for the full fiscal year by a fraction, the numerator of
      which is the number of days during the fiscal year of termination that the
      Executive is employed by the Company and the denominator of which is 365),
      paid
      in accordance with Section 2.3 (including payment timing, “Pro
      Rata Bonus”);
      and

     

    (iv) subject
      to the Executive’s (a) timely election of continuation coverage under the
      Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
      (“COBRA”)
      with
      respect to the Company’s group health insurance plans in which the Employee
      participated immediately prior to the Date of Termination (“COBRA
      Continuation Coverage”),
      and
      (b) continued payment of premiums for such plans at the active employee rate
      (excluding, for purposes of calculating cost, an employee’s ability to pay
      premiums with pre-tax dollars), the
      Company shall provide COBRA Continuation Coverage for the Executive and his
      eligible dependents until the earliest of (x) the Executive or his eligible
      dependents, as the case may be, ceasing to be eligible under COBRA, (y) eighteen
      (18) months following the Date of Termination, and (z) the Executive becoming
      eligible for coverage under the health insurance plan of a subsequent employer
      (the benefits provided under this sub-section (iii), the “Medical
      Continuation Benefits”).

     

    In
      addition, subject
      to Section 5.4.8, (A)
      seventy-five
      percent (75%) of the then remaining unvested RSU’s shall immediately become
      vested on the Date of Termination and shall
      be
distributed
      to the Executive in
      shares
      of Common Stock as provided in, and subject to, Sections 5.4.8 and 9.8.2, and
      (B) the portion of the PSU’s subject to vesting in the calendar year in which
      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 attached hereto, but with
      no
      adjustment of the level of the goals), and shall be distributed in shares of
      Common Stock to the Executive as
      provided in, and subject to, Sections 5.4.8 and 9.8.2. After
      giving effect to the foregoing, any
      portion
      of the Equity
      Units
      that
      remain unvested on the certification following the Date of Termination shall
      be
      forfeited as of the Date of Termination.

     

    
      
        
        

      

      
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    5.4.3. Termination
      Following Change in Control.
      Anything contained herein to the contrary notwithstanding, but without limiting
      Section 2.4 hereof with respect to the vesting of Equity Units and the delivery
      of Common Stock underlying such vested Equity Units (and any unpaid dividend
      equivalents) in connection with the occurrence of a Change in Control, in the
      event the Executive resigns from his employment hereunder for Good Reason or
      the
      Company terminates the Executive’s employment hereunder without Cause (other
      than a termination by reason of death or Disability) within twelve (12) months
      following a Change in Control (as defined below), the Company shall pay or
      provide the Executive the Amounts and Benefits and, subject to Section
      5.4.8:

     

    (i) subject
      to Section 9.8.2, an amount equal to:

     

    (A)
      in
      the event such resignation or termination occurs on or prior to December 31,
      2010, the sum of (x) three (3) times the Base Salary as then in
      effect
      (without
      taking into account any reduction therein that constitutes a basis for Good
      Reason),
      plus
      (y) an
      amount equal to three (3) times the average of the Annual Bonus the
      Executive received from the Company for the three (3) completed fiscal years
      prior to such termination; or

     

     

    (B)
      in
      the event such resignation or termination occurs on or following January 1,
      2011, three (3) times the Base Salary as then in effect
      (without
      taking into account any reduction therein that constitutes a basis for Good
      Reason);

     

    in
      either
      case payable in a cash lump sum on the sixtieth (60th)
      day
      following the Date of Termination;

     

    (ii) the
      Prior
      Year Bonus;

     

    (iii) in
      the
      event such resignation or termination occurs following the Company’s first
      fiscal quarter of any year, a Pro Rata Bonus; and

     

    (iv) the
      Medical Continuation Benefits.

     

    5.4.4. For
      purposes of this Agreement, a “Change
      in Control”
shall
      be deemed to occur
      upon any
      of the following events, provided that such an event is a Change in Control
      Event
      within
      the meaning of Code Section 409A:
      (a) any
“person” as such term is used in Sections 13(d) and 14(d) of the Securities
      Exchange Act of 1934, as amended (the “Exchange
      Act”)
      (other
      than the Company, any trustee or other fiduciary holding securities under any
      employee benefit plan of the Company, or any company owned, directly or
      indirectly, by the stockholders of the Company in substantially the same
      proportions as their ownership of the Common Stock), becoming the beneficial
      owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
      of securities of the Company representing more than 50% of the combined voting
      power of the Company’s then outstanding securities;
      (b)
      during any period of twelve (12) consecutive months, the individuals who, at
      the
      beginning of such period, constitute the Board, and any new director whose
      election by the Board or nomination for election by the Company’s stockholders
      was approved by a vote of at least two-thirds (2/3) of the directors then still
      in office who either were directors at the beginning of the 12-month period
      or
      whose election or nomination for election was previously so approved, cease
      for
      any reason to constitute at least a majority of the Board; (c) a merger or
      consolidation of the Company with any other corporation or other entity, other
      than a merger or consolidation which would result in the voting securities
      of
      the Company outstanding immediately prior thereto (and
      held
      by persons that are not affiliates of the acquirer) continuing
      to represent (either by remaining outstanding or by being converted into voting
      securities of the surviving entity) more than 50% of the combined voting power
      of the voting securities of the Company or such surviving entity outstanding
      immediately after such merger or consolidation; provided, however, that a merger
      or consolidation effected to implement a recapitalization of the Company (or
      similar transaction) in which no person (other than those covered by the
      exceptions in clause (a) of this Section 5.4.4(iii)) acquires more than 50%
      of
      the combined voting power of the Company’s then outstanding securities shall not
      constitute a Change in Control; or (d) the consummation of a sale or other
      disposition by the Company of all or substantially all of the Company’s assets,
      including a liquidation, other than the sale or other disposition of all or
      substantially all of the assets of the Company to a person or persons who
      beneficially own, directly or indirectly, more than 50% of the combined voting
      power of the outstanding voting securities of the Company immediately
      prior to
      the time
      of the sale
      or other
      disposition.

     

    
      
        
        

      

      
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    5.4.5. Termination
      upon Death.
      In the
      event of the Executive’s death, the Company shall pay or provide to the
      Executive’s estate: (i) the Amounts and Benefits, (ii) the Prior Year Bonus, and
      (iii) a Pro Rata Bonus. In
      addition, (A)
      one
      hundred percent (100%) of the then remaining unvested RSU’s shall immediately
      become vested on the Date of Termination
      and
      shall be distributed to the Executive’s estate in shares of Common Stock within
      sixty (60) days of the Date of Termination and (B) the portion of the PSU’s
      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 attached hereto, but with no adjustment
      of
      the level of goals), and shall be distributed to the Executive’s estate in
      shares of Common Stock sixty
      (60) days after the Date of Termination.
      After
      giving effect to the foregoing, any portion of the PSU’s
      that
      remain unvested on the certification following the Date of Termination shall
      be
      forfeited as of the Date of Termination.

     

    5.4.6. Termination
      upon Disability.
      In the
      event the Company terminates the Executive’s employment hereunder for reason of
      Disability, the Company shall pay or provide to the Executive: (i) the Amounts
      and Benefits, (ii) the Prior Year Bonus, (iii)
      a
      Pro Rata Bonus
      and (iv)
      the Medical Benefits.
      In
      addition, subject
      to Section 5.4.8, (A)
      fifty
      percent (50%) of the then remaining unvested RSU’s shall immediately become
      vested on the Date of Termination and
      shall
      be distributed to the Executive in shares of Common Stock as provided in, and
      subject to, Sections 5.4.8 and 9.8.2 and (B) the portion of the PSU’s 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 attached hereto, but with no adjustment of the level
      of
      goals), and shall be distributed in shares of Common Stock to the Executive
      as
      provided in, and subject to, Sections 5.4.8 and 9.8.2.
      After
      giving effect to the foregoing, any portion of the Equity Units
      that
      remain unvested on the certification following the Date of Termination shall
      be
      forfeited as of the Date of Termination.

     

    
      
        
        

      

      
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    5.4.7. No
      Mitigation or Offset.
      The
      Executive shall not be required to mitigate the amount of any payment provided
      for in this Section 5.4 by seeking other employment or otherwise, nor shall
      the
      amount of any payment provided for in this Section 5.4 be reduced by any
      compensation earned by the Executive as the result of employment by another
      employer or business or by profits earned by the Executive from any other source
      at any time before and after the Date of Termination. The Company’s obligation
      to make any payment pursuant to, and otherwise to perform its obligations under,
      this Agreement shall not be affected by any offset, counterclaim or other right
      that the Company may have against the Executive for any reason.

     

    5.4.8. Release.
      Notwithstanding any provision to the contrary in this Agreement, the Company’s
      obligation to pay or provide the Executive with the payments and benefits under
      Sections 5.4.2 and 5.4.3 (other than the Amounts and Benefits), and any
      distributions with respect to the Equity Units under Sections 5.4.2, 5.4.3
      and
      5.4.6, shall be conditioned on the Executive’s executing and not revoking a
      waiver and general release in the form set forth as Exhibit D attached to this
      Agreement (with
      such changes therein, if any, as are legally necessary at the time of execution
      to make it enforceable)
      (the
“Release”).
      The
      Company shall provide the Release to the Executive within seven (7) days
      following the applicable Date of Termination. In
      order
      to receive the payments and benefits under Sections 5.4.2 and 5.4.3 (other
      than
      the Amounts and Benefits) and the distributions
      with respect to the Equity Units under Sections 5.4.2, 5.4.3 and
      5.4.6,
      the
      Executive will be required to sign the Release within twenty-one (21) or
      forty-five (45) days after the date it is provided to him, whichever is
      applicable under applicable law, and not revoke it within the seven (7) day
      period following the date on which it is signed by him. Notwithstanding anything
      to the further contrary contained herein, (i) all payments delayed pursuant
      to
      this Section, except to the extent delayed pursuant to Section 9.8.2, shall
      be
      paid to the Executive in a lump sum on the first Company payroll date on or
      following the sixtieth (60th)
      day
      after the Date of Termination, and any remaining payments due under this
      Agreement shall be paid or provided in accordance with the normal payment dates
      specified for them herein and (ii) all distributions with respect to the Equity
      Units delayed pursuant to this Section, except to the extent delayed pursuant
      to
      Section 9.8.2, shall be distributed to the Executive on the sixtieth
      (60th)
      day
      after the Date of Termination.

     

    
      
        
        

      

      
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    6. INSURABILITY;
      RIGHT TO INSURE

     

    The
      Company shall have the right to maintain key man life insurance in its own
      name
      covering the Executive’s life in an amount of up to fifty million dollars
      ($50,000,000.00). The Executive shall fully cooperate in the procuring of such
      insurance, including, without limitation, by submitting to the required medical
      examinations, if any, and by filling out, executing and delivering such
      applications and other instrument in writing as may be reasonably required
      by an
      insurance company or companies to which application or applications for
      insurance may be made by or for the Company.

     

    7. CONFIDENTIALITY;
      NON-COMPETITION; NON-SOLICITATION; NON-DISPARAGEMENT;
      COOPERATION 

     

    7.1. The
      Company and the Executive acknowledge that the services to be performed by
      the
      Executive under this Agreement are unique and extraordinary and, as a result
      of
      such employment, the Executive shall be in possession of Confidential
      Information relating to the business practices of the Company and its
      subsidiaries and affiliates (collectively, the “Company
      Group”).
      The
      term “Confidential
      Information”
shall
      mean any and all information (oral and written) relating to the Company Group,
      or any of their respective activities, or of the clients, customers or business
      practices of the Company Group, other than such information which (i) is
      generally available to the public or within the relevant trade or industry,
      other than as the result of breach of the provisions of this Section 7.1, or
      (ii) the Executive is required to disclose under any applicable laws,
      regulations or directives of any government agency, tribunal or authority having
      jurisdiction in the matter or under subpoena or other process of law. The
      Executive shall not, during the Term nor at any time thereafter, except as
      may
      be required in the course of the performance of his duties hereunder (including
      without limitation, pursuant to Section 7.6 below) and except with respect
      to
      any litigation or arbitration involving this Agreement, including the
      enforcement hereof, directly or indirectly, use, communicate, disclose or
      disseminate to any person, firm or corporation any Confidential Information
      regarding the Company Group nor of the clients, customers or business practices
      of the Company Group acquired by the Executive during, or as a result of, his
      employment with the Company, without the prior written consent of the Company.
      Without limiting the foregoing, the Executive understands that Executive shall
      be prohibited from misappropriating any trade secret of the Company Group or
      of
      the clients or customers of the Company Group acquired by the Executive during,
      or as a result of, his employment with the Company, at any time during or after
      the Term.

     

    7.2. Upon
      the
      termination of the Executive’s employment for any reason whatsoever all Company
      Group property that is in the possession of the Executive shall be promptly
      returned to the Company, including, without limitation, all documents, records,
      notebooks, equipment, price lists, specifications, programs, customer and
      prospective customer lists and other materials that contain Confidential
      Information which are in the possession of the Executive, including all copies
      thereof. Anything to the contrary notwithstanding, the Executive shall be
      entitled to retain (i) papers and other materials of a personal nature,
      including, but not limited to, photographs, correspondence, personal diaries,
      calendars and rolodexes, personal files and phone books, (ii) information
      showing his compensation or relating to reimbursement of expenses,
      (iii) information that he reasonably believes may be needed for tax
      purposes and (iv) copies of plans, programs and agreements relating to his
      employment, or termination thereof, with the Company.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    7.3. The
      Executive hereby agrees that he shall not, during the Term and for a period
      of
      one (1) year thereafter, in any location in which the Company Group or a
      licensee thereof operates or sells its products, directly or indirectly, engage,
      have an interest in or render any services to any business (whether as owner,
      manager, operator, licensor, licensee, lender, partner, stockholder, joint
      venturer, employee, consultant or otherwise) (collectively, “Engage”)
      competitive with the business activities conducted by the Company Group,
or
      the
      business activities that the Company Group has plans to conduct, on
      the
Date
      of
      Termination.
      Notwithstanding the foregoing, nothing herein shall prevent the Executive from
      (i) owning securities in a publicly traded entity whose activities compete
      with
      those of the Company Group (or any member thereof), provided that such
      securities holdings are not greater than five percent (5%) of such entity;
      (ii)
      Engaging in the business of the ownership and licensing (as licensor) of
      trademarks and brands if the products or services carrying such trademarks
      and
      brands do not compete with the products or services carrying the trademarks
      and
      brands owned and licensed (as licensor) by the Company, or that the Company
      is
      actively planning to own or license (as licensor), on the Date of Termination;
      or (iii) Engaging in an operating company(s) (including ownership of securities
      of such operating company(s)’ holding company)
      that
      does not compete
      with
      the
      business activities conducted by
      the
      Company Group (or any member thereof),
      or that
      the Company Group (or any member thereof) has active plans to
      conduct,
      on the
      Date of Termination.

     

    7.4. The
      Executive shall not, except in the furtherance of the Executive’s duties
      hereunder, directly or indirectly, individually or on behalf of any other
      person, firm, corporation or other entity, (i) during the Term (except in the
      good faith performance of his duties) and for a period of two (2) years
      thereafter, solicit, aid or induce any employee, representative or agent of
      the
      Company Group to leave such employment or retention or to accept employment
      with
      or render services to or with any other person, firm, corporation or other
      entity unaffiliated with the Company Group or hire or retain any such employee,
      representative or agent, or take any action to materially assist or aid any
      other person, firm, corporation or other entity in identifying, hiring or
      soliciting any such employee, representative or agent, (ii) during the Term
      (except in the good faith performance of his duties) and for a period of one
      (1)
      year thereafter, solicit, aid or induce any customer of the Company Group to
      purchase goods or services then sold by the Company Group from another person,
      firm, corporation or other entity or assist or aid any other persons or entity
      in identifying or soliciting any such customer or (iii) during the Term (except
      in the good faith performance of his duties) and for a period of one (1) year
      thereafter, interfere in any manner with the relationship of the Company Group
      and any of their vendors. An employee, representative or agent shall be deemed
      covered by this Section while so employed or retained by the Company and for
      six
      (6) months thereafter. Anything to the contrary notwithstanding, the Company
      agrees that the following shall not be deemed a violation of this Section 7.4:
      (a) the Executive’s solicitation of the Company Group’s customers and/or vendors
      in connection with, and directly related to, his Engaging in a business that
      complies with Sections 7.3(ii) or (iii); (b) the Executive’s responding to an
      unsolicited request for an employment reference regarding any former employee
      of
      the Company Group from such former employee, or from a third party, by providing
      a reference setting forth his personal views about such former employee;
or
      (c) if
      an entity with which the Executive is associated hires or engages any employee
      of the Company Group, if the Executive was not, directly or indirectly, involved
      in hiring or identifying such person as a potential recruit or assisting in
      the
      recruitment of such employee. For purposes hereof, the Executive shall only
      be
      deemed to have been involved “indirectly” in soliciting, hiring or identifying
      an employee if the Executive (x) directs a third party to solicit or hire the
      Employee, (y) identifies an employee to a third party as a potential recruit
      or
      (z) aids, assists or participates with a third party in soliciting or hiring
      an
      employee.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    7.5. At
      no
      time during or within five (5) years after the Term shall the Executive,
      directly or indirectly, disparage the Company Group or any of the Company
      Group’s past or present employees, directors, products or services. The Company
      shall advise its senior officers and the members of the Board (while serving
      in
      such capacities) not to disparage the Executive during the Term or within the
      five (5) year period after the Term, except in the good faith performance of
      their duties or fiduciary obligations. Notwithstanding the foregoing, nothing
      in
      this Section 7.5 shall prevent any person from making any truthful statement
      to
      the extent (i) necessary to rebut any untrue public statements made about him
      or
      her; (ii) necessary with respect to any litigation, arbitration or mediation
      involving this Agreement, including, but not limited to, the enforcement of
      this
      Agreement; (iii) required by law or by any court, arbitrator, mediator or
      administrative or legislative body (including any committee thereof) with
      jurisdiction over such person; or (iv) made
      as
      good faith competitive statements in the ordinary course of business.

     

    7.6. Upon
      the
      receipt of reasonable notice from the Company (including the Company’s outside
      counsel), the Executive agrees that while employed by the Company and
      thereafter, the Executive will respond and provide information with regard
      to
      matters of which the Executive has knowledge as a result of the Executive’s
      employment with the Company, and will provide reasonable assistance to the
      Company Group and their respective representatives in defense of any claims
      that
      may be made against the Company Group (or any member thereof), and will provide
      reasonable assistance to the Company Group in the prosecution of any claims
      that
      may be made by the Company Group (or any member thereof), to the extent that
      such claims may relate to matters related to the Executive’s period of
      employment with the Company (or any predecessors). Any request for such
      cooperation shall take into account the Executive’s other personal and business
      commitments. The Executive also agrees to promptly inform the Company (to the
      extent the Executive is legally permitted to do so) if the Executive is asked
      to
      assist in any investigation of the Company Group (or any member thereof) or
      their actions, regardless of whether a lawsuit or other proceeding has then
      been
      filed with respect to such investigation, and shall not do so unless legally
      required.
      If the
      Executive is required to provide any services pursuant to this Section 7.6
      following the Term, upon presentation of appropriate documentation, the Company
      shall promptly reimburse the Executive for reasonable out-of-pocket travel,
      lodging, communication and duplication expenses incurred in connection with
      the
      performance of such services and in accordance with the Company’s expense policy
      for its senior officers,
      and for
      legal fees to the extent the Board in good faith reasonably believes that
      separate representation is warranted. The Executive’s entitlement to
      reimbursement of such costs and expenses, including legal fees, pursuant to
      this
      Section 7.6, shall in no way affect the Executive’s rights, if any, to be
      indemnified and/or advanced expenses in accordance with the Company’s (or any of
      its subsidiaries’) corporate or other organizational documents, any applicable
      insurance policy, and/or in accordance with this Agreement.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    7.7. Without
      intending to limit the remedies available to the Company, the Executive
      acknowledges that a breach of any of the covenants contained in this Section
      7
      may result in material and irreparable injury to the Company, or its affiliates
      or subsidiaries, for which there is no adequate remedy at law, that it will
      not
      be possible to measure damages for such injuries precisely and that, in the
      event of such a breach or threat the Company shall be entitled to a temporary
      restraining order and/or a preliminary or permanent injunction restraining
      the
      Executive from engaging in activities prohibited by this Section 7 or such
      other
      relief as may be required specifically to enforce any of the covenants in this
      Section 7. If for any reason it is held that the restrictions under this Section
      7 are not reasonable or that consideration therefor is inadequate, such
      restrictions shall be interpreted or modified to include as much of the duration
      and scope identified in this Section as will render such restrictions valid
      and
      enforceable.

     

    7.8. In
      the
      event of any violation of the provisions of this Section 7, the Executive
      acknowledges and agrees that the post-termination restrictions contained in
      this
      Section 7 shall be extended by a period of time equal to the period of such
      violation, it being the intention of the parties hereto that the running of
      the
      applicable post-termination restriction period shall be tolled during any period
      of such violation.

     

    8. INDEMNIFICATION/
      DIRECTORS AND OFFICERS LIABILITY INSURANCE

     

    During
      the Term and thereafter,
      the
      Company shall indemnify and hold harmless the Executive and
      his
      heirs and representatives as,
      and
      to the extent, provided in the Company’s by-laws.
      During
      the Term and thereafter, the Company
      shall
      also cover Executive under the Company’s directors’ and officers’ liability
      insurance on the same basis as it covers other senior executive
      officers
      and
      directors
      of the
      Company.

     

    9. MISCELLANEOUS

     

    9.1. Notices.
      All
      notices or communications hereunder shall be in writing, addressed as follows
      (or
      to
      such other address as either party may have furnished to the other in writing
      by
      like notice):

     

    
      	
              To
                the Company:

            	
              Iconix
                Brand Group, Inc.

              1450
                Broadway

              4th
                Floor

              New
                York, NY 10018

              Attn:
                Andrew R. Tarshis

                        
                Senior Vice President and General Counsel

            
	 	 
	 	
              with
                a copy (which shall not constitute notice) to:

            
	 	 
	 	
              Blank
                Rome LLP

              405
                Lexington Avenue

              New
                York, NY 10174

              Attn:
                Robert J. Mittman, Esq.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    To
      the
      Executive, at the last address for the Executive on the books of the
      Company.

     

    All
      such
      notices shall be conclusively deemed to be received and shall be effective
      (i) if sent by hand delivery, upon receipt, (ii) if sent by telecopy
      or facsimile transmission, upon confirmation of receipt by the sender of such
      transmission, (iii) if sent by overnight courier, one business day after
      being sent by overnight courier, or (iv) if sent by registered or certified
      mail, postage prepaid, return receipt requested, on the fifth (5th)
      day
      after the day on which such notice is mailed.

     

    9.2. Severability.
      Each
      provision of this Agreement shall be interpreted in such manner as to be
      effective and valid under applicable law, but if any provision of this Agreement
      is held to be prohibited by or invalid under applicable law, such provision
      will
      be ineffective to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provision or the remaining provisions of
      this
      Agreement.

     

    9.3. Binding
      Effect; Benefits.
      Executive may not delegate his duties or assign his rights hereunder. No rights
      or obligations of the Company under this Agreement may be assigned or
      transferred by the Company other than pursuant to a merger or consolidation
      in
      which the Company is not the continuing entity, or a sale, liquidation or other
      disposition of all or substantially all of the assets of the Company, provided
      that the assignee or transferee is the successor to all or substantially all
      of
      the assets or businesses of the Company and assumes the liabilities, obligations
      and duties of the Company under this Agreement, either contractually or by
      operation of law. The Company further agrees that, in the event of any
      disposition of its business and assets described in the preceding sentence,
      it
      shall use its best efforts to cause such assignee or transferee expressly to
      assume the liabilities, obligations and duties of the Company hereunder. For
      the
      purposes of this Agreement, the term “Company” shall include the Company and,
      subject to the foregoing, any of its successors and assigns. This Agreement
      shall inure to the benefit of, and be binding upon, the parties hereto and
      their
      respective heirs, legal representatives, successors and permitted
      assigns.

     

    9.4. Entire
      Agreement.
      This
      Agreement, including the Exhibits hereto, represent the entire agreement of
      the
      parties with respect to the subject matter hereof and shall supersede any and
      all previous contracts, arrangements or understandings between the Company
      and
      the Executive, including, without limitation, the Prior Agreement and the
      agreement by and between the Company (f/k/a Candie’s Inc.) and the Executive
      entered into March 29, 2005, each of which shall be deemed to have terminated
      on
      December 31, 2007. This Agreement (including any of the Exhibits hereto) may
      be
      amended at any time by mutual written agreement of the parties hereto. In the
      case of any conflict between any express term of this Agreement and any
      statement contained in any plan, program, arrangement, employment manual, memo
      or rule of general applicability of the Company, this Agreement shall
      control.

     

    9.5. Withholding.
      The
      payment of any amount pursuant to this Agreement shall be subject to applicable
      withholding and payroll taxes, and such other deductions as may be required
      by
      applicable law.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    9.6. Governing
      Law.
      This
      Agreement and the performance of the parties hereunder shall be governed by
      the
      internal laws (and not the law of conflicts) of the State of New
      York.

     

    9.7. Arbitration.
      Any
      dispute or controversy arising under or in connection with this Agreement or
      the
      Executive’s employment with the Company, other than injunctive relief under
      Section 7.7 hereof, but
      excluding any dispute or controversy arising out of the administration of
      Section 2.4.2 hereof and the related provisions of Exhibit C hereto,
which
      shall be resolved as set forth in Exhibit C hereto, shall
      be
      settled exclusively by arbitration, conducted before a single arbitrator in
      New
      York, New York (applying New York law) in accordance with the Commercial
      Arbitration Rules and Procedures of the American Arbitration Association then
      in
      effect. The decision of the arbitrator will be final and binding upon the
      parties hereto. Judgment may be entered on the arbitrator’s award in any court
      having jurisdiction. The parties acknowledge and agree that in connection with
      any such arbitration and regardless of outcome (a) each party shall pay all
      its
      own costs and expenses, including without limitation its own legal fees and
      expenses, and (b) joint expenses shall be borne equally among the
      parties. EACH
      PARTY WAIVES RIGHT TO TRIAL BY JURY.

     

    9.8. Section
      409A of the Code.
      

     

    9.8.1. It
      is
      intended that the provisions of this Agreement comply with Section 409A of
      Code
      and the regulations and guidance promulgated thereunder (collectively
“Code
      Section 409A”),
      and
      all provisions of this Agreement shall be construed in a manner consistent
      with
      the requirements for avoiding taxes or penalties under Code Section 409A. If
      any
      provision of this Agreement (or of any award of compensation, including equity
      compensation or benefits) would cause the Executive to incur any additional
      tax
      or interest under Code Section 409A, the Company shall, upon the specific
      request of the Executive, use its reasonable business efforts to in good faith
      reform such provision to comply with Code Section 409A; provided,
      that to
      the maximum extent practicable, the original intent and economic benefit to
      the
      Executive and the Company of the applicable provision shall be maintained,
      but
      the Company shall have no obligation to make any changes that could create
      any
      additional economic cost or loss of benefit to the Company. The Company shall
      timely use its reasonable business efforts to amend any plan or program in
      which
      the Executive participates to bring it in compliance with Code Section 409A.
      Notwithstanding the foregoing, the Company shall have no liability with regard
      to any failure to comply with Code Section 409A so long as it has acted in
      good
      faith with regard to compliance therewith.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    9.8.2. A
      termination of employment shall not be deemed to have occurred for purposes
      of
      any provision of this Agreement providing for the payment of any amounts or
      benefits upon or following a termination of employment unless such termination
      is also a “Separation
      from Service”
within
      the meaning of Section 409A and, for purposes of any such provision of this
      Agreement, references to a “resignation,” “termination,” “termination of
      employment” or like terms shall mean Separation from Service. If the Executive
      is deemed on the date of termination of his employment to be a “specified
      employee”, within the meaning of that term under Section 409A(a)(2)(B) of the
      Code and using the identification methodology selected by the Company from
      time
      to time, or if none, the default methodology, then with regard to any payment,
      the providing of any benefit or any distribution of equity made subject to
      this
      Section 9.8.2, to the extent required to be delayed in compliance with Section
      409A(a)(2)(B) of the Code, and any other payment, the provision of any other
      benefit or any other distribution of equity that is required to be delayed
      in
      compliance with Section 409A(a)(2)(B) of the Code, such payment, benefit or
      distribution shall not be made or provided prior to the earlier of (i) the
      expiration of the six-month period measured from the date of the Executive’s
      Separation from Service or (ii) the date of the Executive’s death. On the first
      day of the seventh month following the date of Executive’s Separation from
      Service or, if earlier, on the date of his death, (x) all payments delayed
      pursuant to this Section 9.8.2 (whether they would have otherwise been payable
      in a single sum or in installments in the absence of such delay) shall be paid
      or reimbursed to the Executive in a lump sum, and any remaining payments and
      benefits due under this Agreement shall be paid or provided in accordance with
      the normal payment dates specified for them herein
      and (y)
      all distributions of equity delayed pursuant to this Section 9.8.2 shall be
      made
      to the Executive. In addition to the foregoing, to the extent required by
      Section 409A(a)(2)(B) of the Code, prior to the occurrence of a Disability
      termination as provided in Section 5.1.2 hereof, the payment of any compensation
      to the Executive under this Agreement shall be suspended for a period of six
      months commencing at such time that the Executive shall be deemed to have had
      a
      Separation from Service because either (A) a sick leave ceases to be a bona
      fide
      sick leave of absence, or (B) the permitted time period for a sick leave of
      absence expires (an “SFS
      Disability”),
      without regard to whether such SFS Disability actually results in a Disability
      termination. Promptly following the expiration of such six-month period, all
      compensation suspended pursuant to the foregoing sentence (whether it would
      have
      otherwise been payable in a single sum or in installments in the absence of
      such
      suspension) shall be paid or reimbursed to the Executive in a lump sum. On
      any
      delayed payment date under this Section 9.8.2, there shall be paid to the
      Executive or, if the Executive has died, to his estate, in a single cash lump
      sum together with the payment of such delayed payment, interest on the aggregate
      amount of such delayed payment at the Delayed Payment Interest Rate (as defined
      below) computed from the date on which such delayed payment otherwise would
      have
      been made to the Executive until the date paid. For purposes of the foregoing,
      the “Delayed Payment Interest Rate” shall mean the short term Applicable Federal
      Rate as of the business day immediately preceding the payment date for the
      applicable delayed payment.

     

    9.8.3. With
      regard to any provision herein that provides for reimbursement of costs and
      expenses or in-kind benefits, except as permitted by Code Section 409A, (i)
      the
      right to reimbursement or in-kind benefits shall not be subject to liquidation
      or exchange for another benefit, (ii) the amount of expenses eligible for
      reimbursement, or in-kind benefits, provided during any taxable year shall
      not
      affect the expenses eligible for reimbursement, or in-kind benefits to be
      provided, in any other taxable year, provided
      that the
      foregoing clause (ii) shall not be violated with regard to expenses reimbursed
      under any arrangement covered by Section 105(b) of the Code solely because
      such
      expenses are subject to a limit related to the period the arrangement is in
      effect and (iii) such payments shall be made on or before the last day of the
      Executive’s taxable year following the taxable year in which the expense was
      incurred.

     

    9.9. The
      Company shall promptly pay upon presentation of appropriate documentation the
      reasonable legal fees incurred by the Executive in connection with the
      negotiation and documentation of this Agreement in an amount not to exceed
      seventy-five thousand dollars ($75,000).

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    9.10. Survivorship.
      Except
      as otherwise expressly set forth in this Agreement, upon the expiration of
      the
      Term, the respective rights and obligations of the parties shall survive such
      expiration to the extent necessary to carry out the intentions of the parties
      as
      embodied in this Agreement. This Agreement shall continue in effect until there
      are no further rights or obligations of the parties outstanding hereunder and
      shall not be terminated by either party without the express prior written
      consent of both parties.

     

    9.11. Counterparts.
      This
      Agreement may be executed in counterparts (including by fax or pdf) which,
      when
      taken together, shall constitute one and the same agreement of the
      parties.

     

    9.12. Company
      Representations.
      The
      Company represents and warrants to the Executive that (i) the execution,
      delivery and performance of this Agreement (and the agreements referred to
      herein) by the Company has been fully and validly authorized by all necessary
      corporate action, (ii) the officer signing this Agreement on behalf of the
      Company is duly authorized to do so, (iii) the execution, delivery and
      performance of this Agreement does not violate any applicable law, regulation,
      order, judgment or decree or any agreement, plan or corporate governance
      document to which the Company is a party or by which it is bound and (iv) upon
      execution and delivery of this Agreement by the Executive and the Company,
      it
      shall be a valid and binding obligation of the Company enforceable against
      it in
      accordance with its terms, except to the extent that enforceability may be
      limited by applicable bankruptcy, insolvency or similar laws affecting the
      enforcement of creditors’ rights generally.

     

    


     

    [End
      of
      Text - Signature page follows]


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
      and
      the Executive has hereunto set his hand, as of the Signing Date.

     

     

    
      	
              THE
                COMPANY:

            
	 
	
              ICONIX
                BRAND GROUP, INC

            
	 
	 
	
              By:

            	
              /s/
                Mark Friedman

            
	
              Name:
                Mark Friedman

              Title:
                Chairman of the Compensation Committee

            
	 
	
              EXECUTIVE

            
	 
	
              /s/
                Neil Cole

            
	
              Neil
                R. Cole

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    Form
      of Restricted Stock Unit Award Agreement

     

     

    ICONIX
      BRAND GROUP, INC.

     

    RESTRICTED
      STOCK UNIT AGREEMENT

     

    To:
      Neil
      R. Cole

     

    Date
      of
      Award: _______________________

     

    You
      are
      hereby awarded (the “Award”), effective as of the date hereof, ________
      restricted stock units (“Unit or RSUs”, 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 2006 Equity Incentive Plan (the “Plan”),
      subject to certain vesting restrictions specified below (the “Vesting”).


     

    This
      Award is made pursuant to Section 2.4.1 of the Employment Agreement (“Employment
      Agreement”) entered into between you and the Company effective January 1, 2008.
Pursuant
      to Sections 3 and 6(a)(8) 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
      RSUs
      shall vest in five equal annual installments with the first such installment
      vesting on December 31, 2008, and each of the four subsequent installments
      vesting each December 31 thereafter, with a final vesting date of December
      31,
      2012 (each a “Time Vesting Date”) subject to your continuous employment with the
      Company through each Time Vesting Date. 

     

    Notwithstanding
      the foregoing, any then remaining unvested RSUs shall immediately become vested
      effective simultaneous with a Change in Control (as defined, for the purposes
      of
      this Award, in Section 5.4.4 of the Employment Agreement). 

     

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

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    
      	 	
              1.

            	
              If
                Termination upon Death, 100% of the then remaining unvested RSUs
                shall
                immediately become vested. 

            


    

     

    
      	 	
              2.

            	
              If
                Termination upon Disability, subject to Section 5.4.8 of the Employment
                Agreement, 50% of the then remaining unvested RSUs shall immediately
                become vested and the balance shall be
                forfeited.

            


    

     

    
      	 	
              3.

            	
              If
                Termination is without Cause or for Good Reason, subject to Section
                5.4.8
                of the Employment Agreement, 75% of the then remaining unvested RSUs
                shall
                vest and the balance shall be
                forfeited.

            


    

     

    
      	 	
              4.

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

            


    

     

    Payment

     

    Except
      as
      set forth below, any vested portion of the RSUs shall be distributed to you,
      or
      your successors and assigns, as the case may be, in shares of Common Stock
      within 15 days after the applicable Time Vesting Date. Notwithstanding the
      foregoing, (i) all vested RSUs shall be distributed to you in shares of Common
      Stock simultaneous with the Company incurring a Change in Control; (ii) any
      RSUs
      that vest by reason of your Death, shall be distributed in shares of Common
      Stock to your estate 60 days after the Date of Termination; and (iii) to the
      extent that RSUs become vested by reason of termination of your employment
      upon
      Disability or without Cause or for Good Reason, such RSUs shall be payable
      in
      shares of Common Stock as provided in, and subject to, Sections 5.4.8 and 9.8.2
      of the Employment Agreement.

     

    
      	
              Dividends
                

            	
              With
                respect to the RSUs, 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 RSUs 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 RSUs which are forfeited
                and
                all such dividends shall be forfeited along with the RSUs 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 RSUs 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.

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      	
              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:

              

                “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.”

              

               

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    
      	
              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 RSUs shall be subject to the same restrictions as
                the RSUs,
                the certificate or other instruments evidencing such shares of Common
                Stock or other securities shall be legended as provided above with
                respect
                to the RSUs, and any cash dividends received with respect to such
                Units
                shall
                be subject to the same restrictions as dividend equivalents with
                respect
                to the RSUs.

            
	 	 
	
              Non-Transferability

            	
              Unvested
                RSUs 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.

            


    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    
      	
              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. 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 [                               
                ]
                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.

            
	 	 
	
              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

            


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    
      	
              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 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:
                _______________________________

            


    


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


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

     

    Date:
      _________________

     

     

    
      	 	 
	 	
              Neil
                R. Cole

            


    


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B

     

    Form
      of Performance
      Stock Unit Award Agreement

     

     

    ICONIX
      BRAND GROUP, INC.

     

    RESTRICTED
      STOCK PERFORMANCE UNIT AGREEMENT

     

    To:
      Neil
      R. Cole

     

    Date
      of
      Award: _______________________

     

    You
      are
      hereby awarded (the “Award”), effective as of the date hereof, ________
      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 2006 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.
Pursuant
      to Sections 3 and 6(a)(8) 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 for
      on
      Exhibit C.

     

    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.


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    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.

            


    

     

    
      	 	
              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..

            


    

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    
      	 	
              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.

            


    

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    
      	
              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:

               

            
	 	
              “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.”

            


    

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    
      	
              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.

            


    

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    
      	
              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 [___________________] 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.

               

            
	
              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.

            


    

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    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:
                _____________________________

            


    

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    


    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:
      _________________

     

     

    
      	 	 
	 	
              Neil
                R. Cole

            


    


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

     

    PSU
      Performance Goals

     

    A. PSU
      Allocation.

     

    The
      PSU’s
      shall be allocated to each performance goal set below as follows: (i) 50% of
      the
      PSU’s to the achievement of EBITDA Growth (as defined below) (the “EBITDA
      Shares”);
      (ii) 25% of the PSU’s to the achievement of Market Capitalization Growth
      (as defined below) (the “MCG
      Shares”);
      and
      (iii) 25% of the PSU’s to the achievement of Stock Price Growth (as defined
      below) (the “SPG
      Shares”).

     

    B. Performance
      Goals. 

    


    i. Performance
      goals established for purposes of the grant of the PSU’s are intended to be
“performance-based” under Section 162(m) of the Code and constitute a
“Performance Criteria” as defined in the Equity Plan.

     

    ii. Except
      as
      expressly provided in Section 2.4 of the Agreement, with regard to acceleration,
      the performance goals for each Performance Period (as defined below) shall
      be
      based on the attainment of specified levels of the Company’s EBITDA,
      Market
      Capitalization,
      and
      Stock Price over
      the
      Performance Periods.
      The
      number of PSU’s will be vested
      and delivered
      based on
      the level of EBITDA Growth, Market Capitalization Growth, and Stock Price Growth
      achieved, as specified below.
      The
      Company agrees that
      the
      Compensation Committee shall
      certify
      the attainment of EBITDA Growth, Market Capitalization Growth and Stock Price
      Growth for
      each
      Performance Period to
      the
      extent and in the manner required by Section 162(m) of the Code.

     

    iii. The
      five
      (5) year performance goals for EBITDA, Market Capitalization and Stock Price
      shall be based on the Company’s actual EBITDA for the year ended December 31,
      2007 (calculated as set forth in the definition of EBITDA Growth below as if
      January 1, 2007 to December 31, 2007 was a Performance Period), the Company’s
      actual market capitalization at the close of business on December 31, 2007
      (calculated as set forth in the definition of Market Capitalization Growth
      as if
      December 31, 2007 was the last day of a Performance Period), and the actual
      closing market price of the Company’s Common Stock on December 31, 2007 as
      reported on Nasdaq. For the five (5) year Performance Periods, the Target levels
      for each of the three measures (with such levels being based on the actual
      2007
      results as aforesaid) shall be compounded annually at 15% over the five (5)
      year
      period and the Threshold levels for each of the three measures (with such levels
      being based on the actual 2007 results as aforesaid) shall be compounded
      annually at 12% over the five (5) year period. For avoidance of doubt, and
      recognizing that the following numbers are intended to be provided as an example
      and are not be based on any projections or actual results, in the event that
      the
      Company’s actual EBITDA for the year ended December 31, 2007 was $110 million,
      then $126.5 million shall be the Target EBITDA Level against which to judge
      EBITDA Growth for the January 1, 2008 through December 31, 2008 Performance
      Period, and accordingly, the five (5) year Target EBITDA Levels (that is, 15%
      increases in respect of the base Target level compounded annually) for each
      of
      the Performance Periods would be $126.5 million (2008), $145.475 million (2009),
      $167.29625 million (2010), $192.39068 million (2011), and $221.24928 million
      (2012); correspondingly, the five (5) year Threshold EBITDA Levels (that is,
      12%
      increases compounded annually) for each of the Performance Periods would be
      $123.2 million (2008), $137.984 million (2009), $154.54208 million (2010),
      $173.08712 million (2011), and $193.85757 million (2012). The same methodology
      shall be used based on the Company’s actual market capitalization and closing
      stock price on December 31, 2007.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    1. EBITDA
      Growth:
      For
      each
      Performance Period, one-fifth (1/5) of the EBITDA Shares (the “Annual
      EBITDA Shares”),
      shall
      vest on
      the
      applicable Performance Vesting Date based upon the achievement of EBITDA Growth
      during such Performance Period as provided in Section B(iii) of this Exhibit
      (the “EBITDA
      Level”)
      as
      follows:

    


    
      	
              EBITDA
                Level 

            	
              Percentage
                of Annual EBITDA Shares Vested

            
	 	 
	
              15%
                and above (Target)

            	
              100%

            
	
              at
                least 12% but less than 15% (Threshold)

            	
              50%

            
	
              less
                than 12%

            	
              0%

            


    

    


    2. Market
      Capitalization Growth:
      For
      each
      Performance Period, one-fifth (1/5) of the MCG Shares (the “Annual
      MCG Shares”),
      shall
      vest on
      the
      applicable Performance Vesting Date based upon the achievement of Marker
      Capitalization Growth during such Performance Period as provided in Section
      B(iii) of this Exhibit (the “MCG
      Level”)
      as
      follows:

    


    
      	
              MCG
                Level

            	
              Percentage
                of Annual MCG Shares Vested

            
	 	 
	
              15%
                and above (Target)

            	
              100%

            
	
              at
                least 12% but less than 15% (Threshold)

            	
              50%

            
	
              less
                than 12%

            	
              0%

            


    

    


    3. Stock
      Price Growth:
      For
      each
      Performance Period, one-fifth (1/5) of the SPG Shares (the “Annual
      SPG Shares”),
      shall
      vest on
      the
      applicable Performance Vesting Date based upon the achievement of Stock Price
      Growth during such Performance Period as provided in Section B(iii) of this
      Exhibit (the “SPG
      Level”)
      as
      follows:

    


    
      	
              SPG
                Level

            	
              Percentage
                of Annual SPG Shares Vested

            
	 	 
	
              15%
                and above (Target)

            	
              100%

            
	
              at
                least 12% but less than 15% (Threshold)

            	
              50%

            
	
              less
                than 12%

            	
              0%

            


    

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    C. Catch-Up;
      Forfeiture.
      In
      the
      event that any of the performance goals set forth above is not attained for
      any
      Performance Period, the PSU’s subject to such performance goal shall
      nevertheless vest as of any succeeding Performance Vesting Date if, as
      determined as of such succeeding Performance Vesting Date, the Company achieves
      an applicable
      aggregate
      performance level as of such succeeding Performance Vesting Date equal to the
      attainment of the applicable Target or
      Threshold levels
      for each of the applicable succeeding Performance Period(s)
      and the
      applicable prior Performance Period(s)
      on an
      aggregate basis. If PSU’s scheduled to vest on a Performance Vesting Date have
      not vested on such date or on a succeeding Performance Vesting Date or on
the
      final
      Performance Vesting Date,
      they
      shall automatically be forfeited.

     

    D No
      Interpolation; Fractional Shares.
      There
      shall be no interpolation between each applicable target level (i.e., the EBITDA
      Level, MCG Level, and the SPG Level). Any fractional PSU’s resulting from the
      achievement of any of the performance goals shall be aggregated and any
      resulting fractional PSU’s from such aggregation shall be
      eliminated.

     

    E. Definitions.

     

    “EBITDA
      Growth”
      means,
      with respect to each Performance Period, the percentage
      growth in the Company’s
      consolidated earnings
      before
      interest, taxes, depreciation and
      amortization (EBITDA),
      with
      each such component of EBITDA determined in accordance with generally accepted
      accounting principles consistently applied, during such Performance Period
      as
      provided in Section B(iii) of this Exhibit, calculated,
      in good faith by the Company, from the Company’s annual audited
      financial statements, or,
      for
      any Performance Period that is not a complete fiscal year, the Company’s most
      recently filed Quarterly Report on Form 10-Q, and if so reviewed, as reviewed
      by
      the Company’s independent certified accountants.

    


    “Market
      Capitalization Growth”
      means,
      with respect to each Performance Period, the percentage growth in the
market
      capitalization
      of the
      Company during such Performance Period as provided in Section B(iii) of this
      Exhibit, calculated by multiplying the number of issued
      and outstanding
      shares of Common Stock (plus
      any
      shares repurchased by the Company as of the close of the applicable Performance
      Period whenever so purchased) on
      the
      last business day of the applicable Performance Period by
      the
      closing market price of a share of Common Stock, as reported on
      the
      principal national securities exchange in the United States on which the Common
      Stock is then traded, on
      the
last
      business day
      of the
      applicable Performance Period.

    


    “Performance
      Period”
means
      each period from January 1 through December 31 during the Initial Term,
      commencing with the period from January 1, 2008 though December 31, 2008, and
      ending with the period from January 1, 2012 through December 31,
      2012.

    


    “Performance
      Vesting Date”
means
      each December 31 during the Initial Term, commencing with December 31, 2008,
      and
      ending with December 31, 2012. Actual vesting shall occur upon certification
      of
      achievement of the performance goals by the Compensation Committee.

    


    “Stock
      Price Growth”
      means,
      with respect to each Performance Period, the percentage growth in the Fair
      Market Value of Common Stock during
      such Performance Period as provided in Section B(iii) of this
      Exhibit,
      determined by reference to the closing market price of a share of Common Stock,
      as reported on the principal national securities exchange in the United States
      on which the Common Stock is then traded, on the last business day immediately
      preceding the beginning of the applicable Performance Period and to the closing
      market price of a share of Common Stock, as so reported, on the last business
      day of the applicable
      Performance Period.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    F. Miscellaneous.

     

    With
      respect to the each Performance Period, to the extent any provision contained
      herein creates impermissible discretion under Section 162(m) of the Code, such
      provision will be of no force or effect.

    


    Certification,
      other than as to stock price, shall be based on the Company’s audited financial
      statements for the applicable Performance Period, or, for any Performance Period
      that is not a complete fiscal year, the Company’s most recently filed Quarterly
      Report on Form 10-Q and, if so reviewed, as reviewed by the Company’s
      independent certified public accountants. Any determination or certification
      with respect to EBITDA required under this Exhibit C shall be made in accordance
      with the generally
      accepted accounting principles (GAAP) in the United States, as applied by the
      Company to the preparation of its financial statements, as in effect on the
      Effective Date. In
      the
      event of a change in GAAP, or the Company's application thereof, any
      determination or certification with respect to EBITDA as provided in the
      Company's financial statements shall be adjusted as required to comply with
      the
      foregoing sentence. Vesting shall only occur upon the certification by the
      Compensation Committee of the achievement. The Compensation Committee shall
      meet
      for the purpose of certification and,
      to
      the
      extent appropriate, provide the applicable certification promptly (and in any
      event within 30 days) after the completion of the audit for the fiscal year;
      provided, that in the case of a termination of the Executive’s employment, the
      Compensation Committee shall use reasonable business efforts to meet for the
      purpose of certification
      and,
      to
      the extent appropriate, provide the applicable certification promptly (and
      in
      any event within 30 days)
      after
      the Date of Termination; and provided further, that in the case of a Change in
      Control, the Compensation Committee shall meet for the purpose of certification
      and,
      to
      the
      extent appropriate,
      provide
      the applicable certification immediately prior to the Change in Control. The
      Company shall cause the foregoing meetings and certifications to occur in a
      timely manner, which agreement by the Company the parties agree is a material
      obligation and agreement of the Company.

    


    Notwithstanding
      anything to the contrary contained in the Agreement or this Exhibit C, any
      dispute under Section 2.4.2 and/or this Exhibit C (including in respect of
      any
      dispute arising following any certification by the Compensation Committee)
      shall, at the request of the Company or the Executive, be resolved by the
      Company’s independent certified public accountants (with such accountants’ fees
      and expenses being paid by the Company).

    


    In
      the
      event that following the vesting of any PSU’s there is a restatement of the
      Company’s financial statements for the period utilized for determining said
      vesting, and the Compensation Committee determines in good faith that such
      PSU’s
      would not have vested based on the restated financials, including as to its
      impact on the stock price or market capitalization, the Compensation Committee
      may require the Executive to repay to the Company (in cash or by delivery of
      shares of Common Stock) the value (determined as of the time of distribution)
      of
      any shares of Common Stock distributed to the Executive with respect to such
      PSU’s, reduced by any un-refundable taxes paid thereon by the Executive, and
      upon such demand such amount shall promptly be paid by the Executive to the
      Company.

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      D

    


    Form
      of General Release and Waiver

    


    THIS
      GENERAL RELEASE AND WAIVER
      (this
“Release”)
      is
      entered into effective as of ______________ ___, 20__, by Neil Cole (the
“Executive”)
      in
      favor of Iconix Brand Group, Inc. (the “Company”).

     

    1. Confirmation
      of Termination.
      The
      Executive’s employment with the Company is terminated as of ________________
      ___, 20__ (the “Termination
      Date”).
      The
      Executive acknowledges that the Termination Date is the termination date of
      his
      employment for purposes of participation in and coverage under all benefit
      plans
      and programs sponsored by or through the Company. The Executive acknowledges
      and
      agrees that the Company shall not have any obligation to rehire the Executive,
      nor shall the Company have any obligation to consider him for employment, after
      the Termination Date. The Executive agrees that he will not seek employment
      with
      the Company at any time in the future.

     

    2. Resignation.
      Effective
      as of the Termination Date, the Executive hereby resigns as an officer and
      director of the Company and any of its affiliates and from any such positions
      held with any other entities at the direction or request of
      the
      Company or
      any of
      its affiliates. The Executive agrees to promptly execute and deliver such other
      documents as the
      Company shall
      reasonably request to evidence such resignations. In addition, the Executive
      hereby agrees and acknowledges that the Termination Date shall be date of his
      termination from all other offices, positions, trusteeships, committee
      memberships and fiduciary capacities held with, or on behalf of, the
      Company or
      any of
      its affiliates.

     

    3. Termination
      Benefits.
      Assuming that the Executive executes this Release and does not revoke it within
      the time specified in Section 10 below, then, subject to Section 9 below, the
      Executive will be entitled to the [payments and benefits (subject to taxes
      and
      all applicable withholding requirements) set forth under Section [5.4.2]
      [5.4.3]
      of
the
      Employment
      Agreement, entered into on January 28, 2008, and effective as of January 1,
      2008, between the Company and the Executive (the “Employment
      Agreement”)
      and]
      [the distribution with respect to the Equity Units (as defined in the Employment
      Agreement) set forth under Section [5.4.2]
      [5.4.3]
      [5.4.6]
      of the
      Employment Agreement] (the “Termination Benefits”). Notwithstanding anything
      herein to the contrary, the Amounts and Benefits (as defined in the Employment
      Agreement) shall not be subject to Executive’s execution of this Release. The
      Executive acknowledges and agrees that the Termination Benefits exceed any
      payment, benefit, or other thing of value to which the Executive might otherwise
      be entitled under any policy, plan or procedure of the Company and/or any
      agreement between the Executive and the Company, except as provided
      above.

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    4. General
      Release and Waiver.
      In
      consideration of the Termination Benefits, and for other good and valuable
      consideration, receipt of which is hereby acknowledged, the Executive for
      himself and for his heirs, executors, administrators, trustees, legal
      representatives and assigns (collectively, the “Releasors”),
      hereby releases, remises, and acquits the Company and its affiliates and all
      of
      their respective past, present and future parent entities, subsidiaries,
      divisions, affiliates and related business entities, any of their successors
      and
      assigns, assets, employee benefit plans or funds, and any of their respective
      past and/or present directors, officers, fiduciaries, agents, trustees,
      administrators, managers, supervisors, shareholders, investors, employees,
      legal
      representatives, agents, counsel and assigns, whether acting on behalf of the
      Company or its affiliates or, in their individual capacities (collectively,
      the
“Releasees”
and
      each a “Releasee”)
      from
      any and all claims, known or unknown, which the Releasors have or may have
      against any Releasee arising on or prior to the date of this Release and any
      and
      all liability which any such Releasee may have
      to
      the Executive, whether denominated claims, demands, causes of action,
      obligations, damages or liabilities arising from any and all bases, however
      denominated, including but not limited to (a) any claim under the Age
      Discrimination in Employment Act of 1967, the Americans with Disabilities Act
      of
      1990, the Family and Medical Leave Act of 1993, the Civil Rights Act of 1964,
      the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1866,
      the
      Equal Pay Act, the Immigration Reform and Control Act of 1986, the Employee
      Retirement Income Security Act of 1974, (excluding claims for accrued, vested
      benefits under any employee benefit or pension plan of the Company, subject
      to
      the terms and conditions of such plan and applicable law), the Sarbanes-Oxley
      Act of 2002, all as amended; (b) any claim under the New York State Human Rights
      Law, New York City Human Rights Law, New York Equal Pay Law and N.Y. Lab. Law,
      Sections 201-c (adoptive parent leave) and 740 (whistle blower statute), all
      as
      amended; (c) any claim under any other Federal, state, or local law and any
      workers’ compensation or disability claims under any such laws; and
      (d)
      any claim for attorneys’ fees, costs, disbursements and/or the like.
      This
      Release includes, without limitation, any and all claims arising from or
      relating to the Executive’s employment relationship with Company and his service
      relationship as an officer or director of the Company, or as a result of the
      termination of such relationships. The Executive further agrees that the
      Executive will not file or permit to be filed on the Executive’s behalf any such
      claim. Notwithstanding the preceding sentence or any other provision of this
      Release, this Release is not intended to interfere with the Executive’s right to
      file a charge with the Equal Employment Opportunity Commission (“EEOC”)
      in
      connection with any claim he believes he may have against any Releasee. However,
      by executing this Release, the Executive hereby waives the right to recover
      in
      any proceeding the Executive may bring before the EEOC or any state human rights
      commission or in any proceeding brought by the EEOC or any state human rights
      commission on the Executive’s behalf. This Release is for any relief, no matter
      how denominated, including, but not limited to, injunctive relief, wages, back
      pay, front pay, compensatory damages, or punitive damages. This Release shall
      not apply to (i) the obligation of the Company to provide the Executive with
      the
      Amounts and Benefits and the Termination Benefits and any provision relating
      thereto under the Employment Agreement; (ii) the Executive’s rights
      to
      indemnification from the Company or rights to be covered under any applicable
      insurance policy with respect to any liability the Executive incurred or might
      incur as an employee, officer or director of the Company including, without
      limitation, the Executive’s rights under Section 8 of the Employment Agreement;
      or (iii) any
      right
      the Executive may have to obtain contribution as permitted by law in the event
      of entry of judgment against the Executive as a result of any act or failure
      to
      act for which the Executive, on the one hand, and Company or any other Releasee,
      on the other hand, are jointly liable.

     

    5. Continuing
      Covenants.
      The
      Executive acknowledges and agrees that he remains subject to the provisions
      of
      Section 7 of the Employment Agreement which shall remain in full force and
      effect for the periods set forth therein.

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    6. No
      Admission.
      This
      Release does not constitute an admission of liability or wrongdoing of any
      kind
      by the Company or any other Releasee. This Release is not intended, and shall
      not be construed, as an admission that any Releasee has violated any federal,
      state or local law (statutory or decisional), ordinance or regulation, breached
      any contract or committed any wrong whatsoever against any
      Releasor.

     

    7. Heirs
      and Assigns.
      The
      terms of this Release shall be binding upon and inure to the benefit of the
      parties named herein and their respective successors and permitted
      assigns.

     

    8. Miscellaneous.
      This
      Release will be construed and enforced in accordance with the laws of the State
      of New York without regard to the principles of conflicts of law. If any
      provision of this Release is held by a court of competent jurisdiction to be
      illegal, void or unenforceable, such provision shall have no effect; however,
      the remaining provisions will be enforced to the maximum extent possible. The
      parties acknowledge and agree that, except as otherwise set forth herein, this
      Release constitutes the complete understanding between the parties with regard
      to the matters set forth herein and, except as otherwise set forth herein,
      supersede any and all agreements, understandings, and discussions, whether
      written or oral, between the parties. No other promises or agreements are
      binding unless in writing and signed by each of the parties after the Release
      Effective Date (as defined below). Should any provision of this Release require
      interpretation or construction, it is agreed by the parties that the entity
      interpreting or constructing this Release shall not apply a presumption against
      one party by reason of the rule of construction that a document is to be
      construed more strictly against the party who prepared the
      document.

     

    9. Knowing
      and Voluntary Waiver.
      The
      Executive acknowledges that he: (a) has carefully read this Release in its
      entirety; (b) has had an opportunity to consider it for at
      least
      forty-five (45) days; (c) is hereby advised by the Company in writing to consult
      with an attorney of his choosing in connection with this Release; (d) fully
      understands the significance of all of the terms and conditions of this Release
      and has discussed them with his independent legal counsel, or had a reasonable
      opportunity to do so; (e) has had answered to his satisfaction any questions
      he
      has asked with regard to the meaning and significance of any of the provisions
      of this Release and has not relied on any statements or explanations made by
      any
      Releasee or their counsel; (f) understands that he has seven (7) days in which
      to revoke this Release (as described in Section 10) after signing it and (g)
      is
      signing this Release voluntarily and of his own free will and agrees to abide
      by
      all the terms and conditions contained herein.

     

    10. Effective
      Time of Release.
      The
      Executive may accept this Release by signing it and returning it to Iconix
      Brand
      Group, Inc., 1450 Broadway, 4th
      Floor,
      New York, New York, Attention: [•] within [twenty-one (21)] [forty-five (45)]
      days of his receipt of the same. After executing this Release, the Executive
      will have seven (7) days (the “Revocation
      Period”)
      to
      revoke this Release by indicating his desire to do so in writing delivered
      to
      [•] at the address above (or by fax at [•]) by no later than 5:00 p.m. EST on
      the seventh (7th) day after the date he signs this Agreement. The effective
      date
      of this Agreement shall be the eight (8th)
      day
      after the Executive signs this Agreement (the “Release
      Effective Date”).
      If
      the last day of the Revocation Period falls on a Saturday, Sunday or holiday,
      the last day of the Revocation Period will be deemed to be the next business
      day. If the Executive does not execute this Release or exercises his right
      to
      revoke hereunder, he shall forfeit his right to receive any of the Termination
      Benefits, and to the extent such Termination Benefits have already been
      provided, the Executive agrees that he will immediately reimburse the Company
      for the amounts of such payment.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Executive has duly executed this Release as of the date
      first set forth above.

     

    
      	 	
              EXECUTIVE:

            
	 	 
	 	 
	 	
              Name:
                Neil Cole

            


    

    


    
      
        
        

      

      
        48