AGREEMENT

     

    AGREEMENT
dated December 24, 2008, by and between Iconix Brand Group, Inc., a Delaware
corporation (the “Company”), and Neil R. Cole (the “Executive”).

     

    


     

    WITNESSETH:

     

    WHEREAS,
on January 28, 2008, the Company and the Executive entered into
an   employment agreement, effective as of January 1, 2008 (the
“Employment Agreement”);

     

    WHEREAS,
Pursuant to Section 2.4.1 of the Employment Agreement on February 19, 2008 the
Executive was granted an award of 1,181,684 restricted stock units (the
“RSU’s”);

     

    WHEREAS,
the RSU’s are evidenced by a Restricted Stock Unit Agreement dated February 19,
2008  (the “RSU Agreement”);

     

    WHEREAS,
pursuant to (i) Section 2.4.1(i)  of the Employment Agreement and (ii)
the RSU Agreement, the RSU’s shall vest in five (5) substantially equal annual
installments subject to the Executive’s continuous employment with the Company
through each such vesting date, with the first installment vesting on December
31, 2008 and each subsequent installment vesting each December 31 thereafter,
with the final installment vesting on December 31, 2012 (each a “Time Vesting
Date”).  Notwithstanding the foregoing, in the event of a “Change in
Control” (as defined  in Section 5.4.4 of the Employment Agreement),
one hundred (100%) of the then remaining unvested RSU’s shall immediately become
vested;

     

    WHEREAS,
(i) Section 2.4.1(ii) of the Employment Agreement and (ii) the RSU Agreement
provide that any vested portion of the RSU’s shall be distributed to the
Executive in shares of the Company’s common stock fifteen (15) days after the
applicable Time Vesting Date  (or simultaneously upon the occurrence
of a Change of Control);

     

    WHEREAS,
the Executive and the Company believe it would be in the best interests of the
Company to provide for a delay in the distribution to the Executive of the
shares of the Company’s common stock to which he will be entitled to receive
under the RSU’s upon occurrence of any of the Time Vesting Dates upon the terms
provided below;

     

    WHEREAS,  in
consideration of Executive’s agreement to delay the distribution to the
Executive of the shares of the Company’s common stock to which he will be
entitled to receive under the RSU’s as provided above the Company believes it
would be in the best interests of the Company to provide the Executive with the
opportunity to receive under the Company’s Executive Incentive Bonus Plan an
additional annual bonus of $500,000 for each of the four calendar years in the
period commencing  January 1, 2009 and ending December 31,
2012;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    WHEREAS,
capitalized terms used but not defined herein shall have the meanings set forth
in the Employment Agreement.

     

    NOW,
THEREFORE, in consideration of the covenants and agreements hereinafter set
forth, the parties hereto agree as follows:

     

    1.1.           Notwithstanding
anything in the Employment Agreement or in the RSU Agreement to the contrary,
the shares of the Company’s common stock to which the Executive shall be
entitled to receive under the RSU’s upon the occurrence of any Time Vesting Date
shall not be issued by the Company and shall not be distributed to the Executive
until the earlier of (i) the date the Executive is no longer employed by either
(a) the Company or (b) any corporation or other entity owning, directly or
indirectly, 50% or more of the outstanding common stock of the Company, or in
which the Company or any such corporation or other entity owns, directly or
indirectly, 50% or more of the outstanding capital stock (determined by
aggregate voting rights) or other voting interests or (ii) a Change in Control.
Executive shall have no rights to vote or dispose of the shares of the Company’s
common stock issuable under the RSU’s until such shares are issued

     

    1.2.           Notwithstanding
anything in the Employment Agreement to the contrary, in addition to Base
Salary, the Annual Bonus and any other compensation to which the Executive is
currently entitled to under the Employment Agreement, for each of the four
completed calendar years of the Company commencing with the calendar year from
January 1, 2009 though December 31, 2009, and ending with the calendar year from
January 1, 2012 through December 31, 2012, the Executive shall be entitled to
receive an additional bonus in the amount of five hundred thousand dollars
($500,000.00) (“Additional Annual Bonus”) if either of the two following
performance measures have been satisfied:

     

    
      	
               
      

            	
              (i)

            	
              the
      percentage determined by dividing the Company’s EBITDA by its revenues for
      the calendar year in question places it in the top fifty percent (50%) of
      those companies contained in the Standard & Poor’s SmallCap Retailing
      Index at the end of that calendar year;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Company’s annual revenue percentage growth for the calendar year in
      question when compared to the immediately preceding calendar year places
      it in the top 50% of those companies contained in the Standard &
      Poor’s SmallCap Retailing Index at the end of that calendar year.
      

            


    

     

    For
purposes of determining whether the conditions of either Sections 1.2(i) or
1.2(ii) above for the payment of an Additional Annual Bonus have been met, the
calculations will be made on the first business day after April 16 of the year
following the applicable performance period (the “Measurement Date”). The
calculations will be made using the audited fiscal year end financial
information available to the Company at the Measurement Date for the most recent
fiscal year of those companies contained in the Standard & Poor’s SmallCap
Retailing Index at the end of the applicable performance period.  If
such audited financial information for any such company contained in the
Standard & Poor’s SmallCap Retailing Index is not publicly available at the
Measurement Date, then such company shall not be considered to be included in
the list of companies referred to in Sections 1.2(i) and 1.2(ii) above. In
addition, if the information necessary to determine  EBITDA of any
company in the Standard & Poor’s SmallCap Retailing Index is not publicly
available at the Measurement Date, then such company shall not be considered to
be included in the list of companies referred to in Section 1.2(i)
above.   

     

    
      
         

      

      
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    The
payment of any such Additional Annual Bonus shall be made as soon as reasonably
practicable following the Measurement Date upon a certification of the amount
due by the Compensation Committee, and in accordance with the Company’s normal
payroll practices for the payment of bonuses to senior executives. The
Compensation Committee shall use reasonable business efforts to meet for the
purposes of such certification within 30 days after the Measurement
Date.  If the Executive’s employment with the Company is terminated
before the expiration of the Term, for purposes of determining the right of the
Executive under Section 5 of the Employment Agreement to receive any amount of
an earned but unpaid Additional Annual Bonus for a prior fiscal year or a
pro-rata portion of such bonus for any portion of a fiscal year in which such
resignation occurs,  the terms Prior Year Bonus and Pro Rata Bonus as
set forth in Section 5 of the Employment Agreement shall be deemed to include
the Additional Annual Bonus as well as the Annual Bonus. Except as otherwise
provided above, any Additional Annual Bonus payable under this Section shall be
contingent on the Executive’s continued employment with the Company through the
date such payment is made.

     

    1.3.           This
Agreement shall not modify the Time Vesting Date of any RSU nor, except as
otherwise specifically provided in Section 1.1 or Section 1.2 above, amend or
supersede any provision of the Employment Agreement or the RSU
Agreement.

     

    1.4.           This
Agreement, together with the Employment Agreement and RSU
Agreement  (each as amended above), represents the entire agreement of
the parties with respect to the subject matter hereof and shall supersede any
and all previous contracts, arrangements or understandings between the Company
and the Executive.  This Agreement may be amended at any time by
mutual written agreement of the parties hereto

     

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

     

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

     

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

     

    
      
         

      

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

     

    


     

    
      
        	
                THE
      COMPANY:

              
	 
      
	
                ICONIX
      BRAND GROUP, INC

              
	 
      
	 
      
	
                By:

              	
                /s/
      Mark Friedman

              
	
                Name:
      Mark Friedman

                Title:  Chairman
      of the Compensation Committee

              
	 
	
                EXECUTIVE

              
	 
	
                /s/
      Neil R. Cole

              
	
                Neil
      R. Cole

              


      

    

    



    
      
         


      

      
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