Unassociated Document


    
      Exhibit
        10.8

       

    

    ICONIX
      BRAND GROUP, INC.

     

    RESTRICTED
      STOCK AGREEMENT

     

    To: _______________

     

    Date
      of
      Award: _________

     

    You
      are
      hereby awarded, effective as of the date hereof, ___ shares (the “Shares”) of
      common stock, $.001 par value (“Common Stock”), of Iconix Brand Group, Inc., a
      Delaware corporation (the “Company”), pursuant to the Company’s 2006 Equity
      Incentive Plan (the “Plan”), subject to certain restrictions specified below in
Restrictions and
      Forfeiture. (While
      subject to the Restrictions, this Agreement refers to the Shares as “Restricted
      Shares”.)

     

    During
      the period commencing on the Award Date and terminating on ______ (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 membership on the Board is terminated, your unvested Restricted
                Shares will be forfeited. 

               

            


    

     

    
      
        
        

      

      
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              Vesting
                Schedule

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

               

            


    

     

    
      
        	 	 Vesting
                Schedule
	
                Vesting
                  Date

                 

              	
                Number
                  of Restricted Shares that Vest

                 

              
	
                [DATE]

                 

              	
                __
                  Restricted Shares

                 

              
	
                [DATE]

                 

              	
                ___
                  Restricted Shares

                 

              


      

    

     

    
      	
               

              Change
                in Control

            	 	
               

              In
                the event of a Change in Control (as defined in the Plan), 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 a member of the Board. 

               

            


    

     

    
      
        
        

      

      
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              Share
                Certificates

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

               

              “The
                transferability of this certificate and the shares of stock represented
                hereby are subject to the terms and conditions (including forfeiture)
                contained in the 2006 Equity Incentive Plan of the Company, copies
                of
                which are on file in the office of the Secretary of the
                Company.”

               

            
	
              Additional
                Conditions to Issuance of Stock Certificates

               

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

               

            
	
              Cash
                Dividends 

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

               

            
	
              Tax
                Withholding

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

               

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

               

            


    

     

    
      
        
        

      

      
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              Tax
                Representations

            	 	
              You
                hereby represent and warrant to the Company as follows:

               

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

               

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

               

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

               

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

               

              (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. 

            


    

     

    
      
        
        

      

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

              

               

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

               

            
	
              Stock
                Dividend, Stock Split and Similar Capital Changes

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

               

            
	
              Non-Transferability

            	 	
              Restricted
                Shares are not transferable.

               

            


    

     

    
      
        
        

      

      
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              No
                Effect on Corporate Authority

            	 	
              You
                understand and agree that the existence of this Agreement will not
                affect
                in any way the right or power of the Company or its shareholders
                to make
                or authorize any or all adjustments, recapitalizations, reorganizations,
                or other changes in the Company’s capital structure or its business, or
                any merger or consolidation of the Company, or any issuance of bonds,
                debentures, preferred or other stocks with preferences ahead of or
                convertible into, or otherwise affecting the common shares or the
                rights
                thereof, or the dissolution or liquidation of the Company, or any
                sale or
                transfer of all or any part of its assets or business, or any other
                corporate act or proceeding, whether of a similar character or
                otherwise.

               

            
	
              Arbitration

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

               

            
	
              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.

               

            


    

     

    
      
        
        

      

      
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              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.

               

            
	
              Attachment
                A

            	 	
              In
                consideration of the award to you of Restricted Shares, you hereby
                agree
                to the confidentiality and non-interference provisions set forth
                in
                Attachment A hereto.

               

            


    

    


    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, including
      Attachment A hereto.

     

    
      	 	 	 
	 	ICONIX
              BRAND GROUP, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	 


    

     

    
      
        
        

      

      
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    ACKNOWLEDGMENT

    


    I
      hereby
      acknowledge receipt of a copy of the Plan. I hereby represent that I have read
      and understood the terms and conditions of the Plan and of the Restricted Stock
      Agreement, including
      Attachment A hereto.
      I
      hereby signify my understanding of, and my agreement with, the terms and
      conditions of the Plan and of the Restricted Stock Agreement, including
      Attachment A hereto.
      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:
      ____________________

     

    


     

    __________________________________

    [DIRECTOR]

     

     

    
      
        
        

      

      
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    Attachment
      A to Restricted Stock Agreement

    


    Confidentiality
      and Non-Interference.

    


    (a) You
      covenant and agree that, in consideration of the award to you of Restricted
      Shares, you will not, during your term as a member of the Board of the Company
      or at any time thereafter, except with the express prior written consent of
      the
      Company or pursuant to the lawful order of any judicial or administrative agency
      of government, directly or indirectly, disclose, communicate or divulge to
      any
      individual or entity, or use for the benefit of any individual or entity, any
      knowledge or information with respect to the conduct or details of the Company’s
      business which you, acting reasonably, believe or should believe to be of a
      confidential nature and the disclosure of which not to be in the Company’s
      interest.

     

    (b) You
      covenant and agree that, in consideration of the award to you of Restricted
      Shares, you will not, during your tenure as a member of the Board of the
      Company, except with the express prior written consent of the Company, directly
      or indirectly, in any capacity, engage in or assist any individual or entity
      to
      engage in any act or action which you, acting reasonably, believe or should
      believe would be harmful or inimical to the interests of the
      Company.

     

    (c) You
      covenant and agree that, in consideration of the award to you of Restricted
      Shares, you will not, for a period of two years after your membership with
      the
      Board ceases for any reason whatsoever, except with the express prior written
      consent of the Company, directly or indirectly, whether as employee, owner,
      partner, member, consultant, agent, director, officer, shareholder or in any
      other capacity, for your own account or for the benefit of any individual or
      entity, (i) solicit any customer of the Company for business which would result
      in such customer terminating their relationship with the Company; or (ii)
      solicit or induce any individual or entity which is an employee of the Company
      to leave the Company or to otherwise terminate their relationship with the
      Company.

     

    (d) The
      parties agree that any breach by you of any of the covenants or agreements
      contained in this Attachment A will result in irreparable injury to the Company
      for which money damages could not adequately compensate the Company and
      therefore, in the event of any such breach, the Company shall be entitled (in
      addition to any other rights and remedies which it may have at law or in equity)
      to have an injunction issued by any competent court enjoining and restraining
      you and/or any other individual or entity involved therein from continuing
      such
      breach. The existence of any claim or cause of action which you may have against
      the Company or any other individual or entity shall not constitute a defense
      or
      bar to the enforcement of such covenants. If the Company is obliged to resort
      to
      the courts for the enforcement of any of the covenants or agreements contained
      in this Attachment A, or if such covenants or agreements are otherwise the
      subject of litigation between the parties, and the Company prevails in such
      enforcement or litigation, then the term of such covenants and agreements shall
      be extended for a period of time equal to the period of such breach, which
      extension shall commence on the later of (a) the date on which the original
      (unextended) term of such covenants and agreements is scheduled to terminate
      or
      (b) the date of the final court order (without further right of appeal)
      enforcing such covenant or agreement.

     

    
      
        
        

      

      
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    (e) If
      any
      portion of the covenants or agreements contained in this Attachment A, or the
      application hereof, is construed to be invalid or unenforceable, the other
      portions of such covenant(s) or agreement(s) or the application thereof shall
      not be affected and shall be given full force and effect without regard to
      the
      invalid or unenforceable portions to the fullest extent possible. If any
      covenant or agreement in this Attachment A is held unenforceable because of
      the
      area covered, the duration thereof, or the scope thereof, then the court making
      such determination shall have the power to reduce the area and/or duration
      and/or limit the scope thereof, and the covenant or agreement shall then be
      enforceable in its reduced form.

     

    (f) For
      purposes of this Attachment A, the term “the Company” shall include the Company,
      any successor to the Company and all present and future direct and indirect
      subsidiaries and affiliates of the Company.

    
 

    
      
        
        

      

      
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