EX-10.84



 Exhibit 10.84 
 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 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”). 

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 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
		
	
[                    ]
	  	[            ]

  

			
	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.
		
	Share Certificates	  	 The Company will issue a certificate (or certificates) in your name 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 2009 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 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.



  
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		  	 (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.
		
	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 or its validity, construction, meaning, performance or your rights hereunder
shall, unless the Company in its sole


  
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		  	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.


  
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 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:	 	  




  
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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. 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:	 	  
	 		 		 	
					
		 		 		 		 	  

		 		 		 		 	[                    ]
					
		 		 		 		 	  

		 		 		 		 	ADDRESS


  
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