ICONIX
BRAND GROUP, INC.

     

    RESTRICTED
STOCK AGREEMENT

    


    To:    David
Blumberg

     

    Date of
Award:  September 22, 2009

    


    In
accordance with, and subject to, the terms of the employment agreement dated as
of February 26, 2009 to be effective January 1, 2009 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”), 107,476 shares (the “Shares”) of common stock, $.001 par value (“Common
Stock”), of the Company, pursuant to the Company’s 2009 Equity Incentive Plan
(the “Plan”), subject to certain restrictions specified below in Restrictions and
Forfeiture.  (While subject to the Restrictions, this Agreement
refers to the Shares as “Restricted Shares”.)  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 December 31, 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.

              
	 	 	 
	
                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 below for the applicable
      grant of Restricted Shares and they will become
  Vested.

              


      

    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    For each
Acquisition that closes during a Term Year, the restrictions on 17,958
Restricted Shares shall lapse (i.e., such Restricted Shares shall be deemed to
have “vested”) at the end of such Term Year, provided that the aggregate Fair
Market Value of the Restricted Shares that vest in a Term Year may not exceed
the dollar amount (the “FMV $
Limit”) obtained by subtracting (x) the Acquisition Payments made during
such Term Year from (y) the Acquisition Cap (i.e., the aggregate number of
Shares that vest in any Term Year may not exceed the number obtained by dividing
the FMV $ Limit by the Fair Market Value).  Notwithstanding any
provision to the contrary contained in this Agreement, the Plan or the
Employment Agreement, and subject to acceleration as provided in the Employment
Agreement, any Restricted Shares that would have vested in the absence of the
FMV $ Limit (the “Deferred
Shares”) shall instead vest on December 31, 2011. If the Company has not
completed at least six (6) Acquisitions during the Term, then, on December 31,
2011, all remaining unvested Restricted Shares that are not Deferred Shares
shall be forfeited.    If applicable the capitalized terms
used above shall have the meanings as set forth in the Employment
Agreement.

    


    
      	
              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:

               

              “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 20__ Equity Incentive Plan of the
      Company and a Restricted Stock Agreement, copies of which are on file in
      the office of the Secretary of the
Company.

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    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.

                     

                    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.

                  


          

        

      

    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	 
      	
                  (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. 

                
	 	 	 
	
                  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:

                


        

      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	 
      	
                     “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.

                  
	 	 	 
	
                    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.

                  


          

        

      

    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      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.

                    
	 	 	 
	
                      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.

                    


            

          

        

      

    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    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