EXHIBIT 10.3


 


SEQUENTIAL BRANDS GROUP, INC.,

2013 STOCK INCENTIVE COMPENSATION PLAN


 


Notice of Restricted Stock Grant






 


	Participant:	[  ]
	 	 
	Company:	Sequential Brands Group, Inc.  
	 	 
	Notice:	You have been granted the following award of Shares of Restricted Stock in accordance with the terms of the Plan, this Notice of Restricted Stock Grant and the Restricted Stock Award Agreement attached hereto as Schedule A (this Notice of Restricted Stock Grant, together with the Restricted Stock Award Agreement, this “Agreement”).
	 	 
	Type of Award:	Restricted Stock
	 	 
	Plan:	Sequential Brands Group, Inc.  2013 Stock Incentive Compensation  
	 	 
	Grant:	Date of Grant: [  ]  
	 	Total Number of Shares of Restricted Stock:  [  ]
	 	 
	Period of Restriction:	Subject to the terms of the Plan and this Agreement, the Period of Restriction applicable to the Total Number of Shares of Restricted Stock shall commence on the Date of Grant and shall lapse on the dates set forth below as to that percentage of the Total Number of Shares of Restricted Stock set forth below opposite each such date.


 


	Anniversary of Date of Grant	Percentage
	First Anniversary	 
	Second Anniversary	 
	Third Anniversary	 
	Fourth Anniversary	 


 


 


	Acknowledgement and Agreement:	The undersigned Participant acknowledges receipt of, and understands and agrees to, the terms and conditions of this Agreement and the Plan. 


 


 


	SEQUENTIAL BRANDS GROUP, INC.	 	PARTICIPANT
	 	 	 
	 	 	 
	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	Date:	 	 	Date:	 
	 	 	 



 




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SEQUENTIAL BRANDS GROUP, INC.,

2013 STOCK INCENTIVE COMPENSATION PLAN


 


Restricted Stock Award Agreement


 


 


This Restricted
Stock Award Agreement, dated as of the Date of Grant set forth in the Notice of Restricted Stock Grant (the “Grant
Notice”) to which this Restricted Stock Award Agreement is attached as Schedule A, is
made between Sequential Brands Group, Inc. (the “Company”) and the Participant
set forth in the Grant Notice. The Grant Notice is included in and made part of this Agreement.


 


		1.	Definitions. Capitalized
terms used but not defined in this Agreement have the meanings set forth in the Plan.



 


		2.	Grant of the Restricted Stock.



 


Subject to the provisions
of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant, pursuant to the Plan, the number
of Shares of Restricted Stock set forth in the Grant Notice (the “Restricted Stock”).


 


		3.	Period of Restriction.



 


The
Period of Restriction to which the Restricted Stock is subject shall be as set forth in the Grant Notice. The Participant acknowledges
that prior to the expiration of the applicable portion of the Period of Restriction, the Restricted
Stock may not be sold, transferred, pledged, assigned, encumbered, alienated, hypothecated or otherwise disposed of (whether
voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy)). Upon the expiration of the applicable portion of the Period of Restriction, the restrictions set forth
in this Agreement with respect to the Restricted Stock theretofore subject to such expired Period of Restriction shall lapse, except
as may be provided in accordance with Section 11 hereof.


 


		4.	Evidence of Shares; Legend.



 


The
Participant agrees that, in the Company’s discretion, the Participant’s ownership of the Restricted Stock may be evidenced
solely by a “book entry” (i.e., a computerized or manual entry) in the records of the Company or its designated
stock transfer agent in the Participant’s name, which shall be subject to a stop transfer order consistent with this Agreement
and the legend set forth in this Section 4 below.


 


If, however, during the Period
of Restriction the Restricted Stock is evidenced by a stock certificate or certificates, registered in the Participant’s
name, the Participant acknowledges that upon receipt of such stock certificate or certificates, such certificates shall bear the
following legend and such other legends as may be required by law or contract:


 


“These shares have been issued
pursuant to the Sequential Brands Group, Inc. 2013 Stock Incentive Compensation (the "Plan") and are subject to forfeiture
to Sequential Brands Group, Inc. accordance with the terms of the Plan and an Agreement between Sequential Brands Group, Inc. and
the person in whose name the certificate is registered. These shares may not be sold, transferred, pledged, assigned, encumbered,
alienated, hypothecated or otherwise disposed of except in accordance with the terms of the Plan and said Agreement.”


 


The Participant agrees that upon receipt
of any such stock certificates for the Restricted Stock the Participant shall deposit each such certificate with the Company, or
such other escrow holder as the Committee may appoint, together with a stock power endorsed in blank or other appropriate instrument
of transfer, to be held by the Company or such escrow holder until the expiration of the applicable portion of the Period of Restriction.


 



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Upon expiration of the applicable
portion of the Period of Restriction, a certificate or certificates representing the Shares as to which the Period of Restriction
has so lapsed shall be delivered to the Participant by the Company, subject to satisfaction of any tax obligations in accordance
with Section 7 hereof; provided, however, that such Shares may nevertheless be evidenced on a noncertificated basis,
to the extent not prohibited by applicable law or the rules of any stock exchange.


 


		5.	Change in Control.



 


Notwithstanding any
other provision of this Agreement, in the event of a “Change in Control” (as defined in the Participant’s employment
agreement with the Company), all shares of Restricted Stock shall become fully vested.


 


		6.	Termination of Service.



 


In the event that the Participant’s
employment is terminated for “Cause” (as defined in the Participant’s employment agreement with the Company)
or upon a resignation for “Good Reason” (as defined in the Participant’s employment agreement with the Company),
all shares of Restricted Stock shall become fully vested. Upon Participant’s Termination of Service under any other circumstances,
all Restricted Stock for which the Period of Restriction had not lapsed prior to the date of such Termination of Service shall
be immediately forfeited.


 


		7.	Taxes and Withholdings.



 


Upon the date of
expiration of the applicable portion of the Period of Restriction, or as of which the value of any Shares of Restricted Stock first
becomes includible in the Participant’s gross income for income tax purposes, any taxes of any kind required by law to be
withheld with respect to such Shares shall be satisfied by the Company withholding Shares otherwise deliverable to the Participant
pursuant to this Agreement (provided, however, that the amount of any Shares so withheld shall not exceed the amount
necessary to satisfy required Federal, state and local withholding obligations using the minimum statutory withholding rates for
Federal, state and local tax purposes, including payroll taxes, that are applicable to supplemental taxable income), pursuant to
any procedures, and subject to any limitations as the Committee may prescribe and subject to applicable law, based on the Fair
Market Value of the Shares on the payment date. The Company or an Affiliate may, in the discretion of the Committee, provide for
alternative arrangements to satisfy applicable tax withholding requirements in accordance with Section 16 of the Plan.


 


Notwithstanding the
immediately preceding paragraph, in the event the Participant makes an election pursuant to Section 83(b) of the Code, or the value
of any Shares of Restricted Stock otherwise becomes includible in the Participant’s gross income for tax purposes prior to
the expiration of the applicable Period of Restriction, the Participant shall pay to the Company or an Affiliate as the case may
be in cash (or make other arrangements, in accordance with Section 16 of the Plan, for the satisfaction of) any taxes of any kind
required by law to be withheld with respect to such Shares; provided, however, that pursuant to any procedures, and
subject to any limitations as the Committee may prescribe and subject to applicable law, the Company may, in its discretion, cause
such withholding obligations to be satisfied, in whole or in part, by accepting a tender of Shares already owned by the Participant
(or the Participant and the Participant’s spouse jointly), based on the Fair Market Value of the Shares on the payment date
as determined by the Committee. In the event that the Participant elects immediate Federal income taxation with respect to all
or any portion of this Restricted Stock Award pursuant to Section 83(b) of the Code, the Participant agrees to deliver a copy of
such election to the Company at or prior to filing such election with the Internal Revenue Service.


 






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		8.	Rights as a Shareholder.



 


The Participant shall
have all rights of a shareholder (including, without limitation, dividend and voting rights) with respect to the Restricted Stock,
for record dates occurring on or after the Grant Date and prior to the date any such Shares of Restricted Stock are forfeited in
accordance with this Agreement, except that any dividends or distributions paid in Shares or other securities (including,
without limitation, any change in the shares of Restricted Stock pursuant to Section 4(c) of the Plan) with respect to the Restricted
Stock shall, during the Period of Restriction, be deposited with the Company or any holder appointed pursuant to Section 4 hereof,
together with a stock power endorsed in blank or other appropriate instrument of transfer, or credited to the Participant’s
book-entry account established under Section 4 hereof, as applicable, and shall be subject to the same restrictions (including,
without limitation, the Period of Restriction) as such Restricted Stock and otherwise considered to be such Restricted Stock for
all purposes hereunder.


 


		9.	No Right to Continued Employment.



 


Neither the Restricted
Stock nor any terms contained in this Agreement shall confer upon the Participant any rights or claims except in accordance with
the express provisions of the Plan and this Agreement, and shall not give the Participant any express or implied right to be retained
in the employment or service of the Company or any Affiliate for any period, or in any particular position or at any particular
rate of compensation, nor restrict in any way the right of the Company or any Affiliate, which right is hereby expressly reserved,
to modify or terminate the Participant’s employment or service at any time for any reason. The Participant acknowledges and
agrees that any right to lapse of the Period of Restriction is earned only by continuing as an employee of the Company or an Affiliate
at the will of the Company or such Affiliate, or satisfaction of any other applicable terms and conditions contained in the Plan
and this Agreement, and not through the act of being hired, being granted the Restricted Stock hereunder.


 


		10.	The Plan.



 


By
accepting any benefit under this Agreement, the Participant and any person claiming under or through the Participant shall be conclusively
deemed to have indicated his or her acceptance and ratification of, and consent to, all of the terms and conditions of the Plan
and this Agreement and any action taken under the Plan by the Board, the Committee or the Company, in any case in accordance with
the terms and conditions of the Plan. This Agreement is subject to all the terms, provisions and conditions of the Plan, which
are incorporated herein by reference, and to such rules, policies and regulations as may from time to time be adopted by the Committee.
In the event of any conflict between the provisions of the Plan and this Agreement, the provisions of the Plan shall control, and
this Agreement shall be deemed to be modified accordingly. A paper copy of the Plan and the prospectus shall be provided to the
Participant upon the Participant’s written request to the Company at the address set forth in Section 12 hereof.


 


		11.	Compliance with Laws and Regulations.



 


(a)The Restricted
Stock and the obligation of the Company to deliver Shares hereunder shall be subject in all respects to (i) all applicable Federal
and state laws, rules and regulations; and (ii) any registration, qualification, approvals or other requirements imposed by any
government or regulatory agency or body which the Committee shall, in its discretion, determine to be necessary or applicable.
Moreover, the Company shall not deliver any certificates for Shares to the Participant or any other person pursuant to this Agreement
if doing so would be contrary to applicable law. If at any time the Company determines, in its discretion, that the listing, registration
or qualification of Shares upon any national securities exchange or under any state or federal law, or the consent or approval
of any governmental regulatory body, is necessary or desirable, the Company shall not be required to deliver any certificates for
Shares to the Participant or any other person pursuant to this Agreement unless and until such listing, registration, qualification,
consent or approval has been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company.


 


(b)It is intended
that the Shares received upon expiration of the Period of Restriction shall have been registered under
the Securities Act. If the Participant is an “affiliate” of the Company, as that
term is defined in Rule 144 under the Securities Act (“Rule 144”), the Participant may not sell the Shares received
except in compliance with Rule 144. Certificates representing Shares issued to an “affiliate” of the Company may bear
a legend setting forth such restrictions on the disposition or transfer of the Shares as the Company deems appropriate to comply
with federal and state securities laws.


 



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(c)If
at any time the Shares are not registered under the Securities Act, and/or there is no current prospectus in effect under the Securities
Act with respect to the Shares, the Participant shall execute, prior to the delivery of any Shares to the Participant by the Company
pursuant to this Agreement, an agreement (in such form as the Company may specify) in which the Participant represents and warrants
that the Participant is purchasing or acquiring the Shares acquired under this Agreement for the Participant's own account, for
investment only and not with a view to the resale or distribution thereof, and represents and agrees that any subsequent offer
for sale or distribution of any kind of such Shares shall be made only pursuant to either (i) a registration statement on an appropriate
form under the Securities Act, which registration statement has become effective and is current with regard to the Shares being
offered or sold; or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption
the Participant shall, prior to any offer for sale of such Shares, obtain a prior favorable written opinion, in form and substance
satisfactory to the Company, from counsel for or approved by the Company, as to the applicability of such exemption thereto.


 


(d)The Participant
shall comply with applicable market abuse rules.


 


		12.	Notices.



 


All
notices by the Participant or the Participant’s successors or permitted assigns shall be addressed to Sequential Brands Group,
Inc., 1065 Avenue of the Americas, 30th Floor, New York, NY 10018, or such other address
as the Company may from time to time specify. All notices to the Participant shall be addressed to the Participant at the Participant’s
address in the Company's records.


 


		13.	Other Plans.



 


The Participant acknowledges
that any income derived from the vesting of the Restricted Stock shall not affect the Participant’s participation in, or
benefits under, any other benefit plan or other contract or arrangement maintained by the Company or any Affiliate.


 


 



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