EXHIBIT
        10.1

       

       

    

    AMENDMENT
      TO EMPLOYMENT AGREEMENT

     

    AMENDMENT
      dated as of October 27, 2006 (the “Amendment”) to the Employment Agreement dated
      as of February 14, 2005 (the “Original Agreement”) between Iconix Brand Group,
      Inc. (the “Company” or “Employer”) and Warren Clamen (the
“Employee”).

    


    WHEREAS,
      the Company and the Employee wish, among other things, to continue the
      Employee’s employment with the Company beyond the term currently provided by the
      Original Agreement pursuant to the terms as provided herein;

    


    NOW,
      THEREFORE, in consideration with the mutual covenants and agreements hereinafter
      set forth and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, Employer and Employee hereby
      agree
      that the following sections of the Original Agreement are hereby amended as
      follows:

    


    1.     
      The
      Term,
      as defined in Section 3, shall be two years from the date hereof and end on
      the
      October 27, 2008. 

    


    2.     
      The
      compensation provisions of Section 4 shall be modified to read that the “Company
      shall pay to the Employee an annual salary of $275,000 for the first year of
      the
      Term and of $300,000 for the second year of the Term paid in accordance with
      the
      Company’s payroll practices and procedures in effect.” 

    


    3.     
      The
      compensation provisions of Section 4 shall be further modified to add the
      following sentence at the end: 

    


    “The
      Company shall issue to the Employee that number of shares of restricted stock
      under the Company’s 2006 Equity Incentive Plan equal to $200,000, calculated
      using the closing price of the stock on October 27, 2006, subject to
      restrictions on the full enjoyment of such shares as set forth a separate
      restricted stock agreement, such restrictions to lapse with respect to one-half
      (1⁄2) of such shares on October 27, 2007, and with respect to one-half (1⁄2) of such
      shares on October 27, 2008, in accordance with the terms and conditions of
      the
      Restricted Stock Agreement.”

    


    4.     
      Section
      9
      shall be deleted and replaced with the following: 

    


    “If
      the
      Company terminates your employment without cause within 12 months after a Change
      in Control (as defined in herein), then the Company shall pay to you in complete
      satisfaction of its obligations under this Agreement, as severance pay and
      as
      liquidated damages (because actual damages are difficult to ascertain), in
      a
      lump sum, in cash, within 15 days after the date of your termination, an amount
      equal to $100 less than three times your “annualized includable compensation for
      the base period” (as defined in Section 280G of the Internal Revenue Code of
      1986); provided,
      however,
      that if
      such lump sum severance payment, either alone or together with other payments
      or
      benefits, either cash or non-cash, that you have the right to receive from
      the
      Company, including, but not limited to, accelerated vesting or payment of any
      deferred compensation, options, 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      EXHIBIT
        10.1

       

       

    

    stock
      appreciation rights or any benefits payable to you under any plan
      for the benefit of employees, which would constitute an “excess parachute
      payment” (as defined in Section 280G of the Internal Revenue Code of 1986), then
      such lump sum severance payment or other benefit shall be reduced to the largest
      amount that will not result in receipt by you of a parachute payment. 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;

     

    (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.” 

    


    Other
      than as specifically amended hereby, the Original Agreement shall remain in
      full
      force and effect unamended by this Amendment.

    


    IN
      WITNESS WHEREOF, the Company and Employee have executed this agreement as of
      the
      date above written.

    


    
      	
              ICONIX
                BRAND GROUP, INC.

            	 
	 	 
	
              By:

            	
              /s/
                Neil
                Cole                                               
                 

            	 	
              /s/
                Warren
                Clamen                                             
                

            
	 	 	
              WARREN
                CLAMEN