EMPLOYMENT
      AGREEMENT

     

    EMPLOYMENT
      AGREEMENT,
      dated
      as of November 11, 2008, by and between Iconix Brand Group, Inc., a
      Delaware corporation (the “Company”), and Andrew Tarshis
      (the “Executive”).

     

    WITNESSETH

     

    WHEREAS,
      the Executive is currently Senior Vice President and General Counsel of the
      Company; and

     

    WHEREAS,
      the Company and Executive entered into a three-year Employment Agreement dated
      as of September 22, 2006 (the “Prior Agreement”); and

     

    WHEREAS,
      the Company wishes, among other things, to continue the Executive’s employment
      with the Company beyond the term currently provided by the Prior Agreement
      pursuant to the terms as provided herein;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements hereinafter
      set forth, and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the Company and Executive hereby
      agree as follows:

     

    1. Engagement
      of Executive; Duties. During
      the Term (as hereinafter defined in Section 3 below), the Executive shall
      have the titles of Executive Vice President and General Counsel of the Company,
      which shall be the most senior legal position of the Company, and shall have
      such duties as may be from time to time delegated to him by the Chief Executive
      Officer of the Company. The Executive shall faithfully and diligently discharge
      his duties hereunder and use his best efforts to implement the policies
      established by the Company. The Executive shall report to the Chief Executive
      Officer of the Company.

     

    2. Time.
      The
      Executive shall devote substantially all of his professional time to the
      business affairs of the Company.

     

    3. Term.
      The
      Executive’s engagement shall commence effective the date hereof and shall
      continue for three (3) years (the “Term”) unless otherwise terminated as
      provided herein.

     

    4. Compensation.

     

    
      	 	
              (a)

            	
              Base
                Salary.
                Executive's base salary for the first year of the Term will be at
                a rate
                of not less than $350,000 per annum and Executive’s base salary for the
                second year of the Term will be at a rate of not less than $400,000
                per
                annum and Executive’s base salary for the third year of the Term will be
                at a rate of not less than $400,000 per annum, in each case, paid
                in
                accordance with the Company's payroll practices and policies then
                in
                effect, with such increases as determined by the Board of Directors
                of the
                Company (“Board”) or the Compensation Committee of the Board from time to
                time (such salary, as increased from time to time, the “Base
                Salary”).

            


    

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Bonus.
                Executive shall be entitled to participate in the Company’s executive
                bonus program then in effect. Executive shall be eligible for an
                annual
                bonus (“Annual Bonus”) of up to 100% of Executive’s Base Salary, to be
                superseded by the maximum amount available under the Company’s executive
                bonus program and any other bonus program generally applicable to
                senior
                executives of the Company. In the event that the Annual Bonus payment
                for
                a calendar year, if any, is based in whole or in part on the results
                of
                the audit by the Company’s independent public accountants of the Company’s
                financial statements for such calendar year, such Annual Bonus shall
                be
                paid as soon as reasonably practicable following the completion of
                such
                audit; otherwise such Annual Bonus shall be paid by March 15 of the
                calendar year immediately following the calendar year to which it
                relates.

            


    

     

    
      	 	
              (c)

            	
              Restricted
                Stock.

            


    

     

    
      	 	
              (i)

            	
              The
                Company shall grant to the Executive upon approval by the Board and
                stockholders of the Company of the Company’s 2009 Equity Incentive Plan or
                a similar plan that covers awards of common stock to the Company’s
                officers (the “Plan”) an award (the “Award”) 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 in this sub-section)
                of $750,000, subject to terms and conditions set forth set forth
                in the
                Restricted Stock Agreement between the Executive and the Company
                substantially in the form attached hereto as Exhibit A
                (the “Restricted Stock Agreement”) and any Plan pursuant to which the
                Award may be issued. The restrictions on the shares covered by the
                Award
                shall lapse with respect to one-third of such shares on each of the
                first
                three (3) anniversaries of the date hereof (each a “Stock Vesting Date”),
                in accordance with the terms and conditions of the Restricted Stock
                Agreement. In the event that stockholder approval of the grant is
                obtained
                after the passing of a particular Stock Vesting Date, the vesting
                of the
                shares that would have vested upon the occurrence of that Stock Vesting
                Date shall occur immediately upon stockholder approval of the grant
                and
                the remaining shares shall vest in accordance with the remaining
                Stock
                Vesting Dates as provided above. The number of shares of Common Stock
                to
                be issued under the Award shall be determined by dividing $750,000
                by the
                Fair Market Value. For the purposes of this Section, “Fair Market Value”
                means the average of the last
                sale prices reported for a share of Common Stock for each of the
                five (5)
                trading days preceding the date this Agreement is signed by the parties,
                as reported on the NASDAQ Stock Market.

            


    

     

    
      
        
        

      

      
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              (ii)

            	
              Notwithstanding
                the foregoing, in the event that stockholder approval of the grant
                of the
                Award is not obtained prior to the earlier of (i) the expiration of
                the Term or (ii) a termination of Executive’s employment prior to the end
                of the Term for the reasons set forth in Sections 5(a)(1), (2), (3)
                or (6) hereof, then in lieu of the grant of the Award to the Executive,
                the Company shall pay to the Executive an amount equal to $750,000
                (the
                “Alternate Payment”). The Alternate Payment, if any, shall be deemed
                earned over a three (3) year period, such that one-third of the Alternate
                Payment shall vest on each of the first three (3) anniversaries of
                the
                date hereof, and the entire amount of the Alternate Payment shall
                be paid
                within thirty (30) days of the date of expiration or termination
                of the
                Executive’s employment hereunder as set forth
                above.

            


    

     

    
      	 	
              (iii)

            	
              In
                the event of a Change in Control (as hereinafter defined in
                Section 5(d)(iii) below), any remaining restrictions relating to any
                portion of the Award granted to the Executive that has not vested
                shall
                immediately lapse, notwithstanding any provision to the contrary
                contained
                in the Plan or Restricted Stock Agreement, or if the Award has not
                theretofore been granted, the Executive shall be paid the Alternate
                Payment.

            


    

     

    
      	 	
              (d)

            	
              Fringe
                Benefits.
                Executive shall receive the fringe benefits generally given to other
                executive officers of the Company including, but not limited to,
                major
                medical, dental, life insurance, and pension including any 401(k)
                or other
                profit sharing plan. Executive shall also be added or continued,
                as the
                case may be, as an insured under the Company's officers and directors
                insurance and all other polices which pertain to officers of the
                Company.
                The Company shall pay Executive a car allowance of $1,500 per month
                during
                the Term of this Agreement.

            


    

     

    
      	 	
              (e)

            	
              Reimbursement
                of Expenses.
                The Company shall pay to Executive the reasonable expenses incurred
                by him
                in the performance of his duties hereunder, including, without limitation,
                expenses related to cell phones, blackberrys and laptop computers
                and such
                other expenses incurred in connection with business related travel
                or
                entertainment in accordance with the Company’s policy, or, if such
                expenses are paid directly by the Executive, the Company shall promptly
                reimburse the Executive for such payments, provided that the Executive
                (i) properly accounts for such expenses in accordance with the
                Company’s policy and (ii) has received prior approval by the Chief
                Executive Officer of the Company for major expenses.
                

            


    

     

    
      	 	
              (f)

            	
              Vacation.
                Executive shall be entitled to four weeks of paid vacation per year.
                The Executive shall use his vacation in the calendar year in which it
                is accrued.

            


    

     

    5. Termination
      of Employment.

     

    
      	 	
              (a)

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

            


    

     

    (1) Death.
      The
      Executive’s employment under this Agreement shall terminate upon his
      death.


    
      
        
        

      

      
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    (2) Disability.
      If the
      Executive suffers a Disability (as defined below in this sub-section (2)),
      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.

     

    (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 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 the titles of the Executive with the Company set forth in
                Section
                1 above;

            


    

     

    
      	 	
              (iv)

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

            


    

     

    
      	 	
              (v)

            	
              the
                assignment to the Executive of duties or responsibilities which represent
                a material diminution of his duties and responsibilities set forth
                in
                Section 1 above; or

            


    

     

    
      	 	
              (vi)

            	
              a
                change in the reporting structure so that the Executive reports to
                someone
                other than the Chief Executive
                Officer.

            


    

     

    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 agree that
      a
      termination for Good Reason shall be treated as an involuntary separation under
      Code Section 409A (as hereinafter defined in Section 9(a) below);
provided,
      however,
      that in
      the event it is finally determined that any taxes are due and payable in
      connection with the receipt of such consideration by the Executive, then the
      Executive agrees to pay any taxes, penalties and interest that may arise in
      connection therewith, and shall indemnify and hold harmless the Company from
      any
      taxes, penalties and interest that result therefrom.


    
      
        
        

      

      
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    (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 sixty
      (60) days prior to the effective date of such termination (which termination
      the
      Company may, in its sole discretion, make effective earlier than the date set
      forth in the Notice of Termination (as hereinafter defined in sub-section (b)
      below)).

     

    (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 thirty (30) days to cure
                same;

            


    

     

    
      	 	
              (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(a)(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). 

     

    
      
        
        

      

      
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    (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.

     

    
      	 	
              (b)

            	
              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.

            


    

     

    
      	 	
              (c)

            	
              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(a)(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(a)(3) or 5(a)(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(a)(4)
                above, the date specified in the Notice of Termination which shall
                be at
                least sixty (60) days 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
                subsection 5(a)(6), the date on which a Notice of Termination is
                given.

            


    

     

    
      	 	
              (d)

            	
              Compensation
                Upon Termination.

            


    

     

    
      	 	
              (i)

            	
              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 4(e) through the Date
                of
                Termination; (c) payment for any accrued but unused vacation time
                in
                accordance with Company policy; (d) 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 (d), the “Amounts and Benefits”), and (e) all vested
                shares in respect of the Award or, if the Award has not theretofore
                been
                granted, the vested portion of the Alternate Payment, and the Company
                shall have no further obligation with respect to this Agreement other
                than
                as provided in Section 8 of this Agreement. In addition, any portion
                of
                the Award or Alternate Payment, as the case may be, that remains
                unvested
                on the Date of Termination shall be forfeited as of the Date of
                Termination.

            


    

     

    
      
        
        

      

      
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              (ii)

            	
              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 the Executive has not received
                and
                is not entitled to any payment under Section 5(d)(iii) hereof, then
                the Company shall pay or provide the Executive the Amounts and Benefits
                and, subject
                to Section 9 hereof:

            


    

     

    
      	 	
              1.

            	
              an
                amount equal to the sum of all applicable Base Salary for the balance of
                the Term determined as if such termination had not occurred, which
                shall
                be payable in full in a lump sum cash payment to be made to the Executive
                within thirty (30) days of the Date of
                Termination;

            


    

     

    
      	 	
              2.

            	
              any
                Annual Bonus earned but unpaid for a prior year (the “Prior Year Bonus”),
                which shall be payable in full in a lump sum cash payment to be made
                to
                the Executive within thirty (30) days of the Date of
                Termination;

            


    

     

    
      	 	
              3.

            	
              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 4(b) (“Pro Rata Bonus”). In the event that the Company has
                not established an executive bonus plan covering the year of the
                Term
                during which the Executive was terminated the pro-rata portion of
                the
                bonus due to the Executive shall be based upon the prior year’s Annual
                Bonus received by the Executive; 

            


    

     

    
      	 	
              4.

            	
              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 Executive participated immediately prior to the Date of
                Termination (“COBRA Continuation Coverage”), and (b) continued payment by
                Executive 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 (4), the “Medical Continuation
                Benefits”); and 

            


    

     

    
      
        
        

      

      
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              5.

            	
              in
                the event a Change in Control shall not have theretofore occurred,
                all
                remaining restrictions relating to any portion of the Award granted
                to the
                Executive that has not vested shall immediately lapse, notwithstanding
                any
                provisions to the contrary contained in the Plan or Restricted Stock
                Agreement, or if the Award has not theretofore been granted, the
                Executive
                shall be paid the Alternate
                Payment.

            


    

     

    
      	 	
              (iii)

            	
              Termination
                Following Change in Control.
                If the Company terminates Executive’s employment without Cause or
                Executive terminates Executive’s employment for Good Reason within 12
                months after a Change in Control, then the Company shall pay to Executive,
                in a lump sum, in cash, within 15 days after the date of Executive’s
                termination, an amount equal to $100 less than three times the Executive’s
                “annualized includable compensation for the base period” (as defined in
                Section 280G of the Internal Revenue Code of 1986 (the “Code”)); provided,
                however, that if such lump sum severance payment, either alone or
                together
                with other payments or benefits, either cash or non-cash, that the
                Executive has the right to receive from the Company, including, but
                not
                limited to, accelerated vesting or payment of any deferred compensation,
                options, stock appreciation rights or any benefits payable to Executive
                under any plan for the benefit of employees, which would constitute
                an
                “excess parachute payment” (as defined in Section 280G of the Code), then
                such lump sum severance payment or other benefit shall be reduced
                to the
                largest amount that will not result in receipt by the Executive of
                an
                excess parachute payment. In addition to the foregoing, upon a termination
                of Executive’s employment as set forth above, Executive shall be entitled
                to receive the payments in the amounts contemplated, and on the dates
                specified, by sub-section 5(d)(ii)(1),(2), (3) and
                (4).

            


    

     

    For
      purposes of this Agreement, a “Change in Control” shall mean any of the
      following:

     

    
      	 	
              1.

            	
              any
                consolidation or merger of the Company in which the Company is not
                the
                continuing or surviving corporation or pursuant to which shares of
                the
                Company’s Common Stock would be converted into cash, securities or other
                property, other than a merger of the Company in which the holders
                of the
                Company Common Stock immediately prior to the merger have the same
                proportionate ownership of Common Stock of the surviving corporation
                immediately after the merger;

            


    

     

    
      
        
        

      

      
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              2.

            	
              any
                sale, lease, exchange or other transfer (in one transaction or a
                series of
                related transactions) of all or substantially all of the assets of
                the
                Company;

            


    

     

    
      	 	
              3.

            	
              any
                approval by the stockholders of the Company of any plan or proposal
                for
                the liquidation or dissolution of the Company;


            


    

     

    
      	 	
              4.

            	
              the
                cessation of control (by virtue of their not constituting a majority
                of
                directors) of the Board by the individuals (the “Continuing Directors”)
                who (x) at the date of this Agreement were directors or (y) become
                directors after the date of this Agreement and whose election or
                nomination for election by the Company’s stockholders, was approved by a
                vote of at least two-thirds of the directors then in office who were
                directors at the date of this Agreement or whose election or nomination
                for election was previously so approved);
                or

            


    

     

    
      	 	
              5.

            	
              (A)
                the acquisition of beneficial ownership (“Beneficial Ownership”), within
                the meaning of Rule 13d-3 under the Securities Exchange Act of 1934,
                as
                amended (the “Exchange Act”), of an aggregate of 25% or more of the voting
                power of the Company’s outstanding voting securities by any person or
                group (as such term is used in Rule 13d-5 under the Exchange Act)
                who
                beneficially owned less than 10% of the voting power of the Company’s
                outstanding voting securities on the effective date of this Agreement,
                (B) the acquisition of Beneficial Ownership of an additional 15% of
                the voting power of the Company’s outstanding voting securities by any
                person or group who beneficially owned at least 10% of the voting
                power of
                the Company’s outstanding voting securities on the effective date of this
                Agreement, or (C) the execution by the Company and a stockholder of a
                contract that by its terms grants such stockholder (in its, hers
                or his
                capacity as a stockholder) or such stockholder’s Affiliate
                (as defined in Rule 405 promulgated under the Securities Act of 1933
                (an “Affiliate”)) including, without limitation, such stockholder’s
                nominee to the Board (in its, hers or his capacity as an Affiliate
                of such
                stockholders), the right to veto or block decisions or actions of
                the
                Board provided,
                however,
                that notwithstanding the foregoing, the events described in items
                (A), (B)
                or (C) above shall not constitute a Change in Control hereunder if
                the
                acquiror is (aa) a trustee or other fiduciary holding securities
                under an
                employee benefit plan of the Company or one of its affiliated entities
                and
                acting in such capacity, (bb) a corporation owned, directly or indirectly,
                by the stockholders of the Company in substantially the same proportions
                as their ownership of voting securities of the Company or (cc) a
                person or
                group meeting the requirements of clauses (i) and (ii) of Rule 13d-1(b)(1)
                under the Exchange Act;

            


    

     

    
      
        
        

      

      
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              6.

            	
              subject
                to applicable law, in a Chapter 11 bankruptcy proceeding, the appointment
                of a trustee or the conversion of a case involving the Company to
                a case
                under Chapter 7.

            


    

     

    
      	 	
              (iv)

            	
              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) the Pro Rata Bonus. In
                addition, in the event a Change in Control shall not have theretofore
                occurred, one hundred percent (100%) of the then remaining unvested
                Award,
                if any, shall immediately become vested on the Date of Termination
                and all
                such amounts and the shares covered by the Award shall be distributed
                to
                the Executive’s estate within thirty (30) days of the Date of Termination
                or in the event the Award has not been made because stockholder approval
                of the grant of the Award has not occurred the estate shall be paid
                the
                Alternate Payment.

            


    

     

    
      	 	
              (v)

            	
              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 (v) the Medical Continuation Benefits.
                In
                addition, in the event a Change in Control shall not have theretofore
                occurred, one hundred percent (100%) of the then remaining unvested
                Award,
                if any, shall immediately become vested on the Date of Termination
                and all
                such amounts and the shares covered by the Award shall be distributed
                to
                the Executive within thirty (30) days of the Date of Termination
                or in the
                event the Award has not been made because stockholder approval of
                the
                grant of the Award has not occurred the Executive shall be paid the
                Alternate Payment.

            


    

     

    
      	 	
              (vi)

            	
              Payments
                of Compensation Upon Termination.
                For the avoidance of doubt, in the event the Executive shall be entitled
                to receive payments and benefits pursuant to any one of sub-sections
                5(d)(i), (ii), (iii), (iv) or (v) above, he shall be entitled to
                no
                payments or benefits under any other of such sub-sections, except
                as
                expressly set forth in sub-section 5(d)(iii) with respect to payments
                and benefits contemplated by sub-section 5(d)(ii). Notwithstanding
                any provision to the contrary contained in this Section 5(d), if
                any bonus
                amount is based in whole or in part on the results of the audit by
                the
                Company’s independent public accountants of the Company’s financial
                statements for a calendar year, and such amount cannot be paid within
                the
                applicable thirty (30) day period provided for herein, then such
                amount
                shall be paid by the later of March 15 of the calendar year immediately
                following the calendar year to which it relates or the end of the
                applicable thirty (30) day period.

            


    

     

    (e) No
      Duty to Mitigate.
      The
      Executive shall not be required to mitigate the amount of any payment provided
      for in this Section 5 by seeking other employment or otherwise, nor shall the
      amount of any payment provided for in this Section 5 be reduced by any
      compensation earned by Executive as the result of Executive’s employment by
      another employer or business or by profits earned by Executive from any other
      source at any time before and after the Executive’s date of termination


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    6. Confidentiality.
      The Executive
      shall not divulge to anyone, either during or at any time after the Term, any
      information constituting a trade secret or other confidential information
      acquired by him concerning the Company, any subsidiary or other affiliate of
      the
      Company, except in the performance of his duties hereunder, including but not
      limited to its licensees, revenues, business systems and processes
      (“Confidential Information”). The Executive acknowledges that any Confidential
      Information is of great value to the Company, and upon the termination of his
      employment, the Executive shall redeliver to the Company all Confidential
      Information and other related data in his possession.

     

    7. Noncompetition;
      Nonsolicitation.

     

    (1) The
      Executive hereby agrees that during the period commencing on the date hereof
      and
      ending November 10, 2010 (the “Non-Compete Term”), he shall not, directly or
      indirectly, in any location in which the Company, its subsidiaries or affiliates
      or a licensee thereof operates or sells its products (the “Territory”), 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) competitive with the business
      activities conducted by the Company, its subsidiaries or affiliates, or the
      business activities that the Company, its subsidiaries or affiliates, have
      plans
      to conduct, during the time of Executive’s employment by the Company, or at the
      termination of his employment. Notwithstanding the foregoing, nothing herein
      shall prevent the Executive from owning stock in a publicly traded corporation
      whose activities compete with those of the Company, its subsidiaries and
      affiliates, provided that such stock holdings are not greater than five percent
      (5%) of such corporation. Without intending to limit the generality of the
      foregoing, the Executive hereby agrees that during the Non-Compete Term he
      shall
      not have an interest in or render any services within or outside the Territory
      to William Sweedler or an affiliate thereof, including
      without limitation, any entity with which such person is affiliated or
      associated.

     

    (2) The
      Executive shall not, during the period commencing on the date hereof and ending
      on November 10, 2011, directly or indirectly, take any action which constitutes
      an interference with or a disruption of any of the Company’s business activities
      including, without limitation, the solicitation of the Company’s or any
      subsidiary’s customers, suppliers, lessors, lessees, licensors, or licensees, or
      persons listed on the personnel lists of the Company or any
      subsidiary.

     

    (3) For
      purposes of clarification, but not of limitation, the Executive hereby
      acknowledges and agrees that he shall be prohibited from, during the period
      commencing on the date hereof and ending on November 10, 2011, directly or
      indirectly, hiring, offering to hire, enticing, soliciting or in any other
      manner persuading or attempting to persuade any officer, employee, agent,
      supplier, lessor, lessee, licensor, licensee or customer of the Company or
      any
      subsidiary (but only those suppliers existing during the time of the Executive’s
      employment by the Company or any subsidiary, or at the termination of his
      employment), to discontinue or alter his, her or its relationship with the
      Company or any subsidiary.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (4) 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 seek 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 7 as will render
      such
      restrictions valid and enforceable.

     

    8. Indemnification.
      The
      Company shall indemnify and hold harmless the Executive against any and all
      expenses reasonably incurred by him in connection with or arising out of
      (a) the defense of any action, suit or proceeding in which he is a party,
      or (b) any claim asserted or threatened against him, in either case by reason
      of
      or relating to his being or having been an employee, officer or director of
      the
      Company, whether or not he continues to be such an employee, officer or director
      at the time of incurring such expenses, except insofar as such indemnification
      is prohibited by law. Such expenses shall include, without limitation, the
      fees
      and disbursements of attorneys, amounts of judgments and amounts of any
      settlements, provided that such expenses are agreed to in advance by the
      Company. The foregoing indemnification obligation is independent of any similar
      obligation provided in the Company’s Certificate of Incorporation or Bylaws, and
      shall apply with respect to any matters attributable to periods prior to the
      date of this Agreement, and to matters attributable to Executive's employment
      hereunder, without regard to when asserted.

     

    9. Section
      409A of the Code.

     

    
      	 	
              (a)

            	
              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.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              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 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 (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 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 this Agreement, 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
                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 hereinafter defined in this
                sub-section (b) 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 provided for in
                Section 1274(d) of the Code as of the business day immediately
                preceding the payment date for the applicable delayed payment.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              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.

            


    

     

    10. Miscellaneous.

     

    
      	 	
              (a)

            	
              This
                Agreement shall be deemed to be a contract made under the laws of
                the
                State of New York and for all purposes shall be construed in accordance
                with those laws. The Company and Executive unconditionally consent
                to
                submit to the exclusive jurisdiction of the New York State Supreme
                Court,
                County of New York or the United States District Court for the Southern
                District of New York for any actions, suits or proceedings arising
                out of
                or relating to this Agreement and the transactions contemplated hereby
                (and agree not to commence any action, suit or proceeding relating
                thereto
                except in such courts), and further agree that service of any process,
                summons, notice or document by registered mail to the address set
                forth
                below shall be effective service of process for any action, suit
                or
                proceeding brought against the Company or the Executive, as the case
                may
                be, in any such court.

            


    

     

    
      	 	
              (b)

            	
              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.
                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.

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              The
                invalidity or unenforceability of any provision hereof shall not
                in any
                way affect the validity or enforceability of any other provision.
                This
                Agreement reflects the entire understanding between the
                parties.

            


    

     

    
      	 	
              (d)

            	
              This
                Agreement supersedes the Prior Agreement and any and all other agreements,
                either oral or in writing, between the parties hereto with respect
                to the
                employment of the Executive by the Company and contains all of the
                covenants and agreements between the parties with respect to such
                employment in any manner whatsoever. Any modification or termination
                of
                this Agreement will be effective only if it is in writing signed
                by the
                party to be charged.

            


    

     

    
      	 	
              (e)

            	
              This
                Agreement may be executed by the parties in one or more counterparts,
                each
                of which shall be deemed to be an original but all of which taken
                together
                shall constitute one and the same agreement, and shall become effective
                when one or more counterparts has been signed by each of the parties
                hereto and delivered to each of the other parties
                hereto.

            


    

     

    11. Notices.
      All
      notices relating to this Agreement shall be in writing and shall be either
      personally delivered, sent by telecopy (receipt confirmed) or mailed by
      certified mail, return receipt requested, to be delivered at such address as
      is
      indicated below, or at such other address or to the attention of such other
      person as the recipient has specified by prior written notice to the sending
      party. Notice shall be effective when so personally delivered, one business
      day
      after being sent by telecopy or five days after being mailed.

     

    To
      the
      Company:

     

    Iconix
      Brand Group, Inc.

    1450
      Broadway, 4th
      Floor

    New
      York,
      New York 10018

    Attention:
      Neil Cole, Chief Executive Officer

     

    With
      a
      copy in the same manner to:

     

    Blank
      Rome LLP

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attention:
      Robert J. Mittman, Esq.

     

    To
      the
      Executive:

     

    Andrew
      Tarshis

    38
      Whitney Street

    Westport,
      Connecticut 06880


     

    -Signature
      page follows-


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this agreement as of the
      11
      day of November, 2008.


    

      
        	
                Iconix
                  Brand Group, Inc.

                 

              	 	
                Executive

              
	
                By:  

              	
                /s/
                  Neil Cole

              	 	
                /s/
                  Andrew R.Tarshis

              
	 	
                Neil
                  Cole

                Chief
                  Executive Officer

              	 	
                Andrew
                  Tarshis

              


      

    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    ICONIX
      BRAND GROUP, INC.

     

    RESTRICTED
      STOCK AGREEMENT

     

    To:

    Date
      of
      Award:1 
      ________

     

    In
      accordance with, and subject to, the terms of the employment agreement dated
      as
      of _______, 2008 between Iconix Brand Group, Inc., a Delaware corporation (the
      “Company”), and you (the “Employment Agreement”), you are hereby awarded,
      effective as of the date hereof (the “Award Date”), ____ shares (the “Shares”)
      of common stock, $.001 par value (“Common Stock”), of the Company, pursuant to
      the Company’s 200[9] Equity Incentive Plan or a similar plan that covers awards
      of Common Stock to the Company’s officers (the
      “Plan”), subject to certain restrictions specified below in Restrictions and
      Forfeiture.
      (While
      subject to the Restrictions, this Agreement refers to the Shares as “Restricted
      Shares”.)
      Capitalized terms used herein which are defined in the Employment Agreement
      shall have the meanings defined therein. 

     

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

     

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

     

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

     

    
      	
              Restrictions
                and Forfeiture

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

               

              If
                your employment is terminated by the Company for Cause or by you
                without
                Good Reason, your unvested Restricted Shares will be
                forfeited.

            


    

     

    
      

    

    1  To
      be
      executed (and dated) on the date of stockholder approval of grant of the award
      contemplated hereby.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              Vesting
                Schedule

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

            


    

    


    
      	
              Vesting
                Date

            	 	
              Number
                of Restricted Shares that Vest

            
	
              Later
                of: (i) first anniversary of date of Employment Agreement or (ii)
                date
                stockholder approval of grant of award is obtained (“Approval
                Date”)

            	 	
              33
                1/3% of Restricted Shares

               

            
	
              Later
                of: (i) second anniversary of date of Employment Agreement or (ii)
                Approval Date 

            	 	
              33
                1/3% of Restricted Shares

            
	
              Third
                anniversary of date of Employment Agreement (if stockholder approval
                of
                award is obtained)

            	 	
              33
                1/3% of Restricted Shares

            


    

    


    
      	
              Acceleration
                of Vesting Upon Death, Disability, Termination without Cause or for
                Good
                Reason, or Change in Control

               

            	
               

            	
              In
                the event of your death or Disability or termination of your employment
                by
                the Company without Cause or by you for Good Reason, or a Change
                in
                Control, all of the Restricted Shares shall thereupon become fully
                vested. 

            
	
              Continuous
                Service

            	
               

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

            


    

     

    
      	
              Share
                Certificates

            	
               

            	
              The
                Company will, at its option either (i) delay the issuance of certificates
                representing the Shares (or portion thereof) until the Shares become
                Vested or (ii) will cause the Shares to be issued in book-entry form
                or
                will issue a certificate (or certificates) in your name with respect
                to
                the Shares, and will hold any such certificate (or certificates)
                on
                deposit for your account or cause the book-entry not to be credited
                as
                free from restrictions on your account until the expiration of the
                Restricted Period with respect to the Shares represented thereby.
                Any such
                certificate (or certificates) issued prior to the end of the Restricted
                Period will contain substantially the following legend:
                

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                 

              	
                “The
                  transferability of this certificate and the shares of stock represented
                  hereby are subject to the terms and conditions (including forfeiture
                  and
                  restrictions on voting) contained in the 2009 Equity Incentive
                  Plan of the
                  Company or a similar plan that covers awards of Common Stock to
                  the
                  Company’s officers, and a Restricted Stock Agreement, copies of which are
                  on file in the office of the Secretary of the
                  Company.

              


      

       

    

    
      	
              Additional
                Conditions to Issuance of Stock Certificates

               

            	
               

            	
              You
                will not receive the certificates representing the Restricted
                Shares:

               

              (a)
                During any period of time in which the Company deems that the issuance
                of
                the Shares may violate a federal, state, local, or foreign law, rule
                or
                regulation, or any applicable securities exchange or listing rule
                or
                agreement, or may cause the Company to be legally obligated to issue
                or
                sell more shares than the Company is legally entitled to issue or
                sell;
                or

               

              (b)
                Until you have paid or made suitable arrangements to pay (i) all
                federal,
                state, local and foreign tax withholding required by the Company
                in
                connection with the issuance or the vesting of the Shares and (ii)
                the
                employee’s portion of other federal, state, local and foreign payroll and
                other taxes due in connection with the issuance or the vesting of
                the
                Shares.

               

            
	
              Cash
                Dividends

            	
               

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

               

            
	
              Voting
                Rights

            	 	
              Prior
                to vesting, you will have no voting rights with respect to any Restricted
                Shares that have not Vested.

            


    

     

    
      	
              Tax
                Withholding

            	
               

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

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                 

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

              


      

       

    

    
      	
              Tax
                Representations

            	
               

            	
              You
                hereby represent and warrant to the Company as follows:

               

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

               

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

               

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

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              Securities
                Law Representations

            	
               

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

               

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

               

            
	
               

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

               

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

               

            
	
              Stock
                Dividend, Stock Split and Similar Capital Changes

            	
               

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

               

            
	
              Non-Transferability

            	
               

            	
              Prior
                to vesting, Restricted Shares are not
                transferable.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              No
                Effect on Employment

            	
               

            	
              Except
                as otherwise provided in the Employment Agreement, nothing herein
                shall
                modify your status as an at-will employee of the Company or any of
                its
                Affiliates. Further, nothing herein guarantees you employment for
                any
                specified period of time. This means that, except as provided in
                the
                Employment Agreement, either you or the Company or any of its Affiliates
                may terminate your employment at any time for any reason, with or
                without
                cause, or for no reason. You recognize that, for instance, you may
                terminate your employment or the Company or any of its Affiliates
                may
                terminate your employment prior to the date on which your Shares
                become
                vested.

               

            
	
              No
                Effect on Corporate Authority

            	
               

            	
              You
                understand and agree that the existence of this Agreement will not
                affect
                in any way the right or power of the Company or its stockholders
                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, unless the Company in
                its sole
                discretion determines otherwise, be settled by arbitration, at a
                location
                designated by the Company, in accordance with the Commercial Arbitration
                Rules of the American Arbitration Association or its successor, as
                amended
                from time to time. However, prior to submission to arbitration you
                will
                attempt to resolve any disputes or disagreements with the Company
                over
                this Agreement amicably and informally, in good faith, for a period
                not to
                exceed two weeks. Thereafter, the dispute or disagreement will be
                submitted to arbitration. At any time prior to a decision from the
                arbitrator(s) being rendered, you and the Company may resolve the
                dispute
                by settlement. You and the Company shall equally share the costs
                charged
                by the American Arbitration Association or its successor, but you
                and the
                Company shall otherwise be solely responsible for your own respective
                counsel fees and expenses. The decision of the arbitrator(s) shall
                be made
                in writing, setting forth the award, the reasons for the decision
                and
                award and shall be binding and conclusive on you and the Company.
                Further,
                neither you nor the Company shall appeal any such award. Judgment
                of a
                court of competent jurisdiction may be entered upon the award and
                may be
                enforced as such in accordance with the provisions of the
                award.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
              Governing
                Law

            	
               

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

               

            
	
              Notices

            	
               

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

               

            
	
              Agreement
                Subject to Plan; Entire Agreement

            	
               

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

               

            
	
              Conflicting
                Terms

            	
               

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

            


    

    


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

     

    
      	
               

            	
              ICONIX
                BRAND GROUP, INC.

            
	
               

            	
               

            	
               

            
	
               

            	
              By:

            	 


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    ACKNOWLEDGMENT

     

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

     

    Date:
      ____________________

    


    __________________________________

     

    
      
        
        

      

      
        8