UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION




Washington,
D.C. 20549




FORM
10-K/A


(Amendment No. 1)




x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934FOR
      THE FISCAL YEAR ENDED DECEMBER 31,
2009





OR




o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




FOR
      THE TRANSITION PERIOD FROM _______ TO
_______




0-10593


(Commission
File Number)




ICONIX
BRAND GROUP, INC.


(Exact
name of registrant as specified in its charter)




Delaware
            
            11-2481903(State
      or other jurisdiction
              of
      incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)





1450
Broadway, New York, New York 10018


(Address
of principal executive offices) ( zip code)





Registrant's
telephone number, including area code: (212) 730-0030


Securities
registered pursuant to Section 12(b) of the Act:




Title of each
      class
            
            Name
      of each exchange on which registeredCommon
      Stock, $.001 Par Value
              Preferred
      Share Purchase Rights
            
            The
      NASDAQ Stock Market LLC
              (NASDAQ
      Global Market)





Securities
registered pursuant to Section 12(g) of the Act:  None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yesx                      No            ̈





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes ̈                      No           x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.x
  Yes ̈
  No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).     ̈
  Yes ̈
  No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer     x
              Accelerated
      filer      ̈Non-accelerated
      filer      ̈
                (Do
      not check if a smaller reporting company)
              Smaller
      reporting company      ̈





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes ̈
Nox




The
aggregate market value of the registrant's Common Stock held by non-affiliates
of the registrant as of the close of business on June 30, 2009 was approximately
$857.3 million. As of February 24, 2010, 71,496,932 shares of the registrant's
Common Stock, par value $.001 per share, were outstanding.





DOCUMENTS INCORPORATED BY
REFERENCE: None





EXPLANATORY
NOTE





This
Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report
on Form 10-K of Iconix Brand Group, Inc. for the fiscal year ended
December 31, 2009, originally filed with the Securities and Exchange
Commission (“SEC”) on February 26, 2010 (the “Original Filing”). We are
filing this Amendment to amend Part III of the Original Filing to include
the information required by and not included in Part III of the Original Filing
because we no longer intend to file our definitive proxy statement within 120
days of the end of our fiscal year ended December 31, 2009 and the cover
page of the Amendment reflects this fact. In connection with the filing of this
Amendment and pursuant to the rules of the SEC, we are including with this
Amendment certain new certifications by our principal executive officer and
principal financial officer. Accordingly, Item 15 of Part IV has also been
amended to reflect the filing of these new certifications.




Except as
described above, no other changes have been made to the Original Filing. The
Original Filing continues to speak as of the date of the Original Filing, and we
have not updated the disclosures contained therein to reflect any events which
occurred at a date subsequent to the filing of the Original Filing other than as
expressly indicated in this Amendment. In this Amendment, unless the context
indicates otherwise, the terms “Company”, “Iconix”, “we”, “us”, “our”, or
similar pronouns refer to Iconix Brand Group, Inc. and its consolidated
subsidiaries. Other defined terms used in this Amendment but not defined herein
shall have the meaning specified for such terms in the Original
Filing.








TABLE
OF CONTENTS




PagePART
      IIIItem
      10.
                
                Directors,
      Executive Officers and Corporate Governance
                
                3Item
      11.
                
                Executive
      Compensation
                
                7Item
      12.
                
                Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                
                29Item
      13.
                
                Certain
      Relationships and Related Transactions, and Director
      Independence
                
                32Item
      14.
                
                Principal
      Accounting Fees and Services
                
                33PART
      IVItem
      15.
                
                Exhibits,
      Financial Statement Schedules
                
                34Signatures
                
                35Index
      to Exhibits
                
                
                36


2


PART
III





Item
10. Directors, Executive Officers and Corporate Governance





The
following information includes information each director and executive officer
has given us about his or her age,  his or her principal occupation
and business experience for at least the past five years, and the names of other
publicly-held companies of which he or she currently serves as a director or has
served as a director during the past five years.  Certain individual
qualifications and skills of our directors that contribute to our Board’s
effectiveness as a whole and what makes the individuals suitable to serve on our
Board  are described in the following paragraphs.




Our
executive officers and directors and their respective ages and positions are as
follows:




Name
                  
                  Age
                  
                  Position(s)Neil
      Cole
                  
                  53
                  
                  Chairman
      of the Board, President and Chief Executive OfficerWarren
      Clamen
                  
                  45
                  
                  Executive
      Vice President and Chief Financial OfficerAndrew
      Tarshis
                  
                  44
                  
                  Executive
      Vice President and General CounselYehuda
      Shmidman
                  
                  28
                  
                  Executive
      Vice President of OperationsDavid
      Blumberg
                  
                  51
                  
                  Executive
      Vice President - Head of Strategic DevelopmentBarry
      Emanuel1,3
                  
                  68
                  
                  DirectorSteven
      Mendelow2,
      3
                  
                  67
                  
                  DirectorDrew
      Cohen1, 2,
      3
                  
                  41
                  
                  DirectorF.
      Peter Cuneo2,
      3
                  
                  66
                  
                  DirectorMark
      Friedman1, 3
                  
                  46
                  
                  DirectorJames
      A. Marcum1,
      2
                  
                  50
                  
                  Director







(1)  Member
of governance/nominating committee.


(2)  Member
of audit committee.


(3)  Member
of compensation committee.





Neil Cole
has served as Chairman of our Board and as our Chief Executive Officer and
President since our public offering in February 1993.  In 2001, Mr.
Cole founded The Candie's Foundation, for the purpose of educating teenagers as
to the risks and consequences of teen pregnancy. In April 2003, Mr. Cole,
without admitting or denying the SEC's allegations, consented to the entry by
the SEC of an administrative order in which Mr. Cole agreed to cease and desist
from violating or causing any violations or future violation of certain books
and records and periodic reporting provisions and the anti-fraud provisions of
the Securities Exchange Act of 1934. Mr. Cole also paid a $75,000 civil monetary
fine. Mr. Cole received a Bachelor of Science degree in political science from
the University of Florida in 1978 and his Juris Doctor from Hofstra law school
in 1982. The Board believes that  Mr. Cole’s global executive
leadership skills, his significant experience as an executive in our industry,
including as our Chief Executive Officer for more than the past 17 years, and
his role in transforming our company from a manufacturing company to a leading
brand management company make him uniquely qualified to sit on our Board and act
as its chairman.


3




Warren
Clamen has served as our Executive Vice President and Chief Financial
Officer since November 11, 2008. Prior to that, Mr. Clamen served
as our Chief Financial Officer since joining our company in March 2005. From
June 2000 until March 2005, Mr. Clamen served as Vice President of Finance
for Columbia House, one of the world’s largest licensees of content for music
and film, and from December 1998 to June 2000, he was Vice President of Finance
of Marvel Entertainment, Inc., a publicly traded entertainment company active in
motion pictures, television, publishing, licensing and toys. Prior to that time,
Mr. Clamen served as the director, international management for Biochem
Pharma Inc., a biopharmaceutical company located in Montreal, Canada, and as a
senior manager at Richter, Usher and Vineberg, an accounting firm also located
in Montreal, Canada. Mr. Clamen is a certified public accountant and a
chartered accountant. He received a Bachelor of Commerce degree in 1986 and a
Graduate Diploma in public accounting in 1988, each from McGill University in
Montreal.




Andrew
Tarshis has served as our Executive Vice President and General Counsel
since November 11, 2008. Prior to that, Mr. Tarshis served as our
Senior Vice President and General Counsel since September 2006. From July 2005,
when he joined our company in connection with our acquisition of the Joe Boxer
brand, until September 2006, he served as our Senior Vice President, Business
Affairs and Associate Counsel. Prior to joining our company, from May 2001 to
July 2005, Mr. Tarshis served as Senior Vice President and General Counsel
to Windsong Allegiance Group, LLC and, from December 1998 to May 2001, he served
as a general attorney for Toys R Us, Inc. Mr. Tarshis received a Bachelor
of Arts degree from the University of Michigan, Ann Arbor in 1988 and his Juris
Doctor degree from the University of Connecticut School of Law in
1992.




Yehuda
Shmidman has served as our Executive Vice President, Operations
since August 2009 and has held various titles in our business development
department since joining us in October 2005.  Prior to joining
our company, Mr. Shmidman held corporate development positions at licensing
agencies based in New York, where he was involved with launching several
direct-to-retail brands, including Isaac Mizrahi at Target, “Merch” Vintage Rock
at Kmart, and Fieldcrest at Target.  Mr. Shmidman graduated magna cum
laude from Yeshiva University with a Bachelor's degree in Political
Science.




David
Blumberg has served as our Head of Strategic Development since February
2009 and has served as our Executive Vice President – Head of Strategic
Development since August 2009.  From November 2006 through January
2009, Mr. Blumberg served our company as a full-time consultant
overseeing our merger and acquisition activities. Prior to joining
our company as a consultant, during 2005 through October 2006, Mr. Blumberg
worked as a consultant to LF Management Ltd., an affiliate of Li & Fung
Limited/ LF USA. Prior to joining Li & Fung, from  January
1997  to November 1999, Mr. Blumberg was president and managing
director-investment banking of Wit Capital, Inc., an online investment
bank.  From 1981 to 1993, Mr. Blumberg was a managing director
and senior vice president of Merrill Lynch Interfunding Inc. and Merrill
Lynch Capital Markets- Investment Bank, respectively. Mr. Blumberg received a
Bachelor of Science, cum laude in economics from Colgate University in 1981 and
a Masters degree in business administration in corporate finance from New York
University in 1987.




Barry
Emanuel has served on our Board since May 1993. For more than the past
five years, Mr. Emanuel has served as president of Copen Associates, Inc.,
a textile manufacturer located in New York, New York.  He received his
Bachelor of Science degree from the University of Rhode Island in 1962. The
Board believes that Mr. Emanuel’s  more than  30 years of
experience in the apparel industry, including his service as our director for
more than 17 years, contributes valuable insight to our Board.




Steven
Mendelow has served on our Board since December 1999. He has been a
principal with the accounting firm of Konigsberg Wolf & Co.
(“KW&C”) and its predecessor, which is located in New York, New York, since
1972. KW&C’s clients include apparel wholesalers and licensees. He is a
trustee of The Washington Institute for Near East Studies and is actively
involved with, and currently serves as the treasurer of, the Starlight
Starbright Children’s Foundation and the Foundation for Fighting Blindness. He
also serves as a director of several privately-held companies. He received
a Bachelor of Science degree in business administration from Bucknell University
in 1964 where he was elected to Delta Mu Delta, the national Business
Administration Honor Society. The Board believes that Mr. Mendelow’s
significant accounting experience with a firm that services the apparel industry
and his more than 10 years of service as our director contribute to our Board’s
strategic composition.


4




Drew Cohen
has served on our Board since April 2004. Since 2007 he has been the President
of Music Theatre International, which represents the dramatic performing rights
of classic properties, such as “West Side Story” and “Fiddler on the Roof,” and
licenses over 50,000 performances a year around the world. Before joining Music
Theatre International in September 2002, Mr. Cohen was, from July 2001, the
Director of Investments for Big Wave NV, an investment management company, and,
prior to that, General Manager for GlassNote Records, an independent record
company. Mr. Cohen received a Bachelor of Science degree from Tufts
University in 1990, his Juris Doctor degree from Fordham Law School in 1993, and
a Masters degree in business administration from Harvard Business School in 2001
The Board believes that Mr. Cohen’s legal and business background and experience
as an executive in an industry heavily involved in the licensing business, make
him well suited to serve on our Board.




F. Peter
Cuneo has served on our Board since October 2006. From June 2004
through December 2009 Mr. Cuneo served as the Vice Chairman of the Board of
Directors of Marvel Entertainment, Inc. (“Marvel Entertainment”), a publicly
traded entertainment company active in motion pictures, television, publishing,
licensing and toys, and prior thereto, he served as the President and Chief
Executive Officer of Marvel Entertainment from July 1999 to December 2002.
Mr. Cuneo has also served as the Chairman of Cuneo & Co., L.L.C.,
a private investment firm, since July 1997 and previously served on the Board of
Directors of WaterPik Technologies, Inc., a New York Stock Exchange company
engaged in designing, manufacturing and marketing health care products, swimming
pool products and water-heating systems, prior to its sale in 2006. From October
2004 to December 2005, he served on the Board of Directors of Majesco
Entertainment Company, a provider of video game products primarily for the
family oriented, mass market consumer. Mr. Cuneo received a Bachelor
of Science degree from Alfred University in 1967 and currently serves as the
Vice Chairman of the Alfred University Board of Trustees.  Mr. Cuneo
received a Masters degree in business administration from Harvard Business
School in 1973.  The Board believes that Mr. Cuneo’s extensive
business and financial background and significant experience as an executive of
Marvel Entertainment, an owner and licensor of iconic intellectual property,
contributes important expertise to our Board.




Mark
Friedman has served on our Board since October 2006. Mr. Friedman has
been the Managing Partner of Trilea Partners LLC, an investment and consulting
firm, since May 2006. Previously, beginning in 1996, Mr. Friedman was with
Merrill Lynch, serving in various capacities including, most recently, as group
head of its U.S. equity research retail team where he specialized in analyzing
and evaluating specialty retailers in the apparel, accessory and home goods
segments. Prior thereto, he specialized in similar services for Lehman Brothers
Inc. and Goldman, Sachs & Co. Mr. Friedman has been ranked on the
Institutional Investor All-American Research Team as one of the top-rated sector
analysts and received a Bachelor of Business Administration degree from the
University of Michigan in 1986 and a Masters degree in business administration
from The Wharton School, University of Pennsylvania in 1990. The Board
believes that Mr. Friedman’s extensive business background and investment
banking experience adds key experience and viewpoints to our Board.




James A.
Marcumhas
served on our Board since October 2007. Since February 2010, he has been the
Chief Executive Officer, President and a member of the board of Central Parking
Corporation, a nationwide provider of professional parking management. From
September 2008 to January 2010, Mr. Marcum served as Vice Chairman, Acting
President and Chief Executive Officer of Circuit City Stores, Inc., a specialty
retailer of consumer electronics, home office products and entertainment
software. Mr. Marcum has served as a member of the board of directors of Circuit
City Stores, Inc. since June 2008. Circuit City Stores, Inc. filed for
bankruptcy in November 2008. He is a limited partner of Tri-Artisan Capital
Partners, LLC, a merchant banking firm, and served as an operating partner and
operating executive of Tri-Artisan Capital Partners from 2004 until March
2008. From January 2005 to January 2006, he served in various capacities,
including chief executive officer and director, of Ultimate Electronics, Inc., a
consumer electronics retailer. Prior thereto, Mr. Marcum has served in
various senior executive capacities for a variety of nationwide specialty
retailers.  He received a Bachelor’s degree from Southern Connecticut
State University in accounting and economics in 1980. The Board believes that
Mr. Marcum’s contributions to the Board are well served by his extensive
business background, his experience as a corporate executive of national retail
establishments and his experience as a partner and executive of a merchant
banking firm.


5





Election
of officers




Our Board
of Directors elects the officers of the Company on an annual basis and its
officers serve until their successors are duly elected and qualified. No family
relationships exist among any of our officers or directors.





Election
of directors





Our Board
of Directors is currently comprised of seven directors. At each annual meeting
of stockholders, the successors to the directors then serving are elected to
serve from the time of their election and qualification until the next annual
meeting following their election or until their successors have been duly
elected and qualified, or until their earlier death, resignation or removal. All
of our current directors have been elected to serve until the annual
meeting of stockholders to be held in 2010.





Audit
Committee and Audit Committee Financial Expert




Our Board
has appointed an Audit Committee each of whose members is, and is required to
be, an “independent director” under the Listing Rules of NASDAQ. The
members of our Audit Committee are Messrs. Mendelow, Cuneo, Cohen and Marcum,
and Mr. Mendelow currently serves as its chairperson. In addition to being
an “independent director” under the Listing Rules of NASDAQ, each member of
the Audit Committee is an independent director under applicable SEC rules under
the Securities Exchange Act of 1934. Our Board of Directors has also determined
that Mr. Mendelow is the “audit committee financial expert,” as that term
is defined under applicable SEC rules and NASDAQ Listing Rules, serving on
the Audit Committee.




Our Audit
Committee’s responsibilities include:




•
            
            appointing,
      replacing, overseeing and compensating the work of a firm to serve
      as
              the
      registered independent public accounting firm to audit our financial
      statements;




•
                
                discussing
      the scope and results of the audit with the independent registered public
      accounting
                  firm
      and reviewing with management and the independent registered public
      accounting firm our
                  interim
      and year-end operating results;•
                
                considering
      the adequacy of our internal accounting controls and audit procedures;
      and





•
            
            approving
      (or, as permitted, pre-approving) all audit and non-audit services to
      be
              performed
      by the independent registered public accounting
  firm.





Section 16(a)
Beneficial Ownership Reporting Compliance




Section 16(a)
of the Securities Exchange Act of 1934 requires our officers and directors,
and persons who beneficially own more than 10% of a registered class of
our equity securities, to file reports of ownership and changes in
ownership with the SEC. Officers, directors and greater than 10% owners are
required by certain SEC regulations to furnish us with copies of all
Section 16(a) forms received by us.




Based
solely on our review of the copies of such forms received by it, we believe
that during 2009, there was compliance with the filing requirements applicable
to our officers, directors and greater than 10% common
stockholders.


6




Code
of Business Conduct




We
have adopted a written code of business conduct that applies to our
officers, directors and employees.  Copies of our code of
business conduct are available, without charge, upon written request directed to
our corporate secretary at Iconix Brand Group, Inc., 1450 Broadway, New
York, NY 10018.




Item
11. Executive Compensation




Compensation
Discussion and Analysis




The
purpose of this Compensation Discussion and Analysis is to provide the
information necessary for understanding the compensation philosophy, policies
and decisions which are material to the compensation of our principal executive
officer, our principal financial officer and our three other most highly
compensated executive officers (we refer to these officers as our “named
executive officers”) during 2009. This Compensation Discussion and Analysis will
place in context the information contained in the tables and accompanying
narratives that follow this discussion.




Philosophy
and Objectives





Our
compensation philosophy is to offer our named executive officers compensation
that is fair, reasonable and competitive, and that meets our goals of
attracting, retaining and motivating highly skilled management personnel so that
we can be in a position to achieve our financial, operational and strategic
objectives to create long-term value for our stockholders. We seek to deliver
fair, reasonable and competitive compensation for our employees and executives,
including our named executive officers, by structuring compensation around one
fundamental goal: incentivizing our executives to build stockholder value over
the short and long term. Our ability to attract, motivate and retain employees
and executives with the requisite skills and experience to develop, expand and
execute business opportunities for us is essential to our growth and success. We
believe that we offer attractive career opportunities and challenges for our
employees, but remain mindful that the best talent will always have a choice as
to where they wish to pursue their careers, and fair and competitive
compensation is an important element of job satisfaction.




Our
compensation program includes short-term elements, such as annual base salary,
and in some cases, an annual incentive cash bonus, and long term elements such
as equity-based awards through grants of restricted stock, restricted stock
units and stock options. We believe that our compensation program incentivizes
our named executive officers and other employees to execute on our goals and
perform their job functions with excellence and integrity. We also take into
account the roles played by each of our named executive officers and endeavor to
individually customize their compensation packages to align the amount and mix
of their compensation to their contributions to, and roles within, our
organization. The compensation packages and structure for our chief executive
officer, Mr. Neil Cole, and for our executive vice president, head of strategic
development, David Blumberg, differ from those of our other named executive
officers in light of the distinct role and responsibilities each such executive
has within the Company. As Mr. Cole makes executive decisions that influence our
direction and growth initiatives, his total compensation is intended to be
strongly aligned with objective financial measures, including an annual bonus
determined by criteria set forth in his employment agreement based upon our
performance. As Mr. Blumberg is responsible for overseeing our merger and
acquisition activities that influence our growth, a substantial portion of his
total compensation is intended to be tied to our consummation of acquisitions
that meet specified objective financial measures as set forth in his employment
agreement.





We enter
into employment agreements with senior officers, including our named executive
officers, when the compensation committee determines that an employment
agreement is in order for us to obtain a degree of certainty as to an
executive’s continued employment in light of prevailing market conditions and
competition for the particular position held by the officer, or where the
compensation committee determines that an employment agreement is appropriate to
attract an executive in light of market conditions, the prior experience of the
executive or practices at our company with respect to other similarly situated
executives. Based on these and any other factors then deemed relevant, in 2008
we  entered into new employment agreements with Messrs. Neil Cole,
Warren Clamen and Andrew Tarshis, all of whom were executive officers at the
time.  We also entered into a new employment agreement in February
2009 with Mr. Blumberg, our executive vice president and head of strategic
development, and we entered into a new employment agreement in November 2009
with Mr. Shmidman, our executive vice president of operations. Messrs. Blumberg
and Shmidman became executive officers in August 2009.


7





Forms
of Compensation Paid to Named Executive Officers During 2009





During
the last fiscal year, we provided our named executive officers with the
following forms of compensation:





Base salary. Base salary
represents amounts paid during the fiscal year to named executive officers as
direct guaranteed compensation under their employment agreements for their
services to us.





Equity-based awards. Awards
of restricted stock units, shares of restricted stock and stock options are made
under our 2006 Equity Incentive Plan and our 2009 Equity Incentive Plan, which
was approved by our stockholders in August 2006 and August 2009, respectively.
Shares of restricted stock that were issued subject to a vesting schedule cannot
be sold until and to the extent the shares have vested. In 2009, we awarded
shares of restricted stock, or in the case of Mr. Cole, performance-based stock
units, to our named executive officers.  Some of the awards granted in
2009 related to employment agreements entered into during the year ended
December 31, 2008 (“2008”), and were subject to stockholder approval of our 2009
Equity Incentive Plan due to the limited number of shares remaining for issuance
under the 2006 Equity Incentive Plan. While we have not formally adopted any
policies with respect to cash versus equity components in the mix of executive
compensation, we feel that it is important to provide for a compensation mix
that allows for acquisition of a meaningful level of equity ownership by our
named executive officers in order to help align their interests with those of
our stockholders.





Cash bonuses. Messrs. Cole,
Clamen, Tarshis, Shmidman and Blumberg received cash bonuses in
2009.  Mr. Cole received a contractually guaranteed amount of
$1,500,000 based upon the Company’s achievement of certain performance
goals.  In May 2008, our stockholders adopted the Executive Incentive
Bonus Plan discussed below.





Perquisites and other personal
benefits. During 2009, our named executive officers received, to varying
degrees, a limited amount of perquisites and other personal benefits that we
paid on their behalf. These included, among other things:





·
              payments
      of life insurance premiums; and·
              car
      allowances.





Objectives
of Our Compensation Program





The
compensation paid to our named executive officers is primarily structured into
two broad categories:





·
              base
      salary; and·
              incentive
      compensation, either in the form of equity-based awards underour
      various equity incentive and stock option plans; cash payments tied to the
      satisfaction of specified performance criteria set forth in the executive
      officers employment agreement and to a lesser degree certain of our
      named executive officers also have received discretionary cash
      bonuses not tied to specific pre established  performance
      criteria.





Our
overall compensation program with respect to our named executive officers is
designed to achieve the following objectives:




·
              to
      attract, retain and motivate highly qualified executives through both
      short-term andlong-term
      incentives that reward company and individual
  performance;·
              to
      emphasize equity-based compensation to more closely align the interests of
      executiveswith
      those of our
stockholders;


8





·
                  to
      support and encourage our financial growth and
development;·
                  to
      motivate our named executive officers to continually provide excellent
      performancethroughout
      the year;·
                  to
      ensure continuity of services of named executive officers so that they
      will contribute to,and
      be a part of, our long-term success; and·
                  to
      manage fixed compensation costs through the use of performance and
      equity-based compensation.





Determination
of Compensation for Named Executive Officers





Compensation of chief executive
officer. During 2009, the compensation of Mr. Cole, our chairman,
president and chief executive officer was based on Mr. Cole’s employment
agreement dated January 28, 2008, as amended on December 24, 2008, which
agreement was effective as of January 1, 2008. In determining the salary and
other forms of compensation for Mr. Cole, the compensation committee took into
consideration Mr. Cole’s contribution to our growth over the past several years
under his leadership, and his substantial experience and performance in the
industry in general and with us in particular. The compensation committee also
considered the increased responsibilities of Mr. Cole as a result of our
diversification and the substantial growth experienced by our company during his
tenure. The compensation committee believes that Mr. Cole’s compensation for
2009 as our principal executive officer reflects our performance during 2009 and
his significant contributions to that performance.





See
“Executive Compensation - Narrative to Summary Compensation Table and Plan-Based
Awards Table - Employment Agreements” for further description of Mr. Cole's
employment agreement.





Overall compensation program.
Compensation of our executive officers, including the named executive officers,
has been determined by the Board of Directors pursuant to recommendations made
by the chief executive officer and the compensation committee. The compensation
committee is responsible for, among other things, reviewing and recommending
approval of the compensation of our executive officers; administering our equity
incentive and stock option plans; reviewing and making recommendations to the
Board of Directors with respect to incentive compensation and equity incentive
and stock option plans, evaluating our chief executive officer’s performance in
light of corporate objectives, and setting our chief executive officer’s
compensation based on the achievement of corporate objectives.





With
respect to the named executive officers, their compensation is based upon what
we believe is a competitive base salary in view of our recent change of business
strategy and accelerated growth goals. In conjunction with our compensation
committee, we have assessed our total compensation program, and its components,
and believe that it operates well to serve both our goals and the current,
short-term and long-term compensation needs of the executive officers. We have
implemented a stockholder approved Executive Incentive Bonus
Plan in conformance with Section 162(m) of the Internal Revenue Code of
1986 (“Internal Revenue Code” or “Code”) for our named executive officers
and other senior executives.  In 2009, only Mr. Cole received an award
under the Executive Incentive Bonus Plan.





Compensation
amounts for named executive officers are determined according to the level of
seniority and position of the named executive officer. Generally, relatively
greater emphasis is typically placed on the equity-based components of
compensation so as to put a greater portion of total pay based on Company and
individual performance.  We believe the combination of a competitive base
compensation, coupled with an opportunity to significantly enhance overall
individual compensation if individual and Company performance warrant such
enhancement, yields an attractive compensation program that facilitates our
recruitment and retention of talented executive personnel.





The total
compensation amount for our named executive officers is also established
relative to officers at levels above and below them, which we believe rewards
them for increased levels of knowledge, experience and
responsibility.


9





Base salary. The base salary
of each of our named executive officers is fixed pursuant to the terms of their
respective employment agreements with us and, when a contract is up for, or
otherwise considered for, renewal, upon a review of the executive’s abilities,
experience and performance, as well as a review of salaries for executives in
the marketplace for comparable positions at corporations which either compete
with us in its business or of comparable size and scope of operations. The
recommendations to the Board of Directors by the compensation committee with
respect to base salary are based primarily on informal judgments reasonably
believed to be in our best interests. In determining the base salaries of
certain of our executives whose employment agreements were up for, or otherwise
considered for, renewal, the compensation committee considered our performance
and growth plans. Base salaries are used to reward superior individual
performance of each named executive officer on a day-to-day basis during the
year, and to encourage them to perform at their highest levels. We also use our
base salary as an incentive to attract top quality executives and other
management employees from other companies. Moreover, base salary (and increases
to base salary) are intended to recognize the overall experience, position
within our company, and expected contributions of each named executive officer
to us.





The
following were contractual increases in the base salaries of our named executive
officers from 2008 to 2009 as set forth on the table below:




Named Executive
                    Officer
                
                2008 Base
                  Salary
                
                
                2009 Base
                  Salary
                
                
                Change in
                  Base
                
                
                Percentage of
                  2008 Base SalaryNeil
      Cole
                
                $
                1,000,000
                
                
                $
                1,000,000
                
                
                $
                -
                
                
                
                0
                %Warren
      Clamen
                
                
                350,000
                
                
                
                400,000
                
                
                
                50,000
                
                
                
                14
                %Andrew
      Tarshis
                
                
                350,000
                
                
                
                400,000
                
                
                
                50,000
                
                
                
                14
                %Yehuda
      Shmidman
                
                
                250,000
                
                
                
                350,000
                
                
                
                100,000
                
                
                
                40
                %David
      Blumberg
                
                
                *
                
                
                
                400,000
                
                
                
                -
                
                
                
                0
                %


*
Mr. Blumberg’s employment with us commenced in 2009.


Equity-based awards. We
currently make equity awards to our named executive officers pursuant to our
2009 Equity Incentive Plan and, to the extent available, under our 2006 Equity
Incentive Plan, both of which provide for awards in the form of stock options,
stock appreciation rights, restricted stock, unrestricted stock, stock units
including restricted stock units, and performance awards to eligible persons.
The mix of cash and equity-based awards, as well as the types of equity-based
awards, granted to our named executive officers varies from year to year.
Consideration has been given to various factors, such as the relative merits of
cash and equity as a device for retaining and motivating the named executive
officers, individual performance, an individual’s pay relative to others,
contractual commitments pursuant to employment or other agreements, and the
value of already-outstanding grants of equity in determining the size and type
of equity-based awards to each named executive officer.  As of
December 31, 2009, the number of shares remaining for issuance under
the 2006 Equity Incentive Plan and 2009 Equity Incentive Plan was
76,653 and 2,173,978, respectively.





In 2009,
we continued to utilize restricted stock as the primary form of equity
compensation primarily because of the increased stock-based compensation
expense associated with stock options and similar instruments under Accounting
Standards Codification Topic 718 - Stock Compensation. This accounting standard,
which we adopted as of January 1, 2006, requires us to record as compensation
expense the grant date fair value of restricted stock over the life of the
grant.





As
described above, we provide a substantial portion of named executive officer
compensation in the form of equity awards because the compensation committee has
determined that such awards serve to encourage our executives to create value
for our company over the long-term, which aligns the interests of named
executive officers with those of our stockholders.


10





Generally,
we make three types of equity-based grants to our named executive
officers:





·
                initial
      grants when a named executive officer is hired;·
                annual
      performance based grants; and·
                retention
      grants, which are typically made in connection with new employment
      agreements or renewals.





An
initial grant when an executive officer is hired or otherwise becomes a named
executive officer serves to help us to recruit new executives and to reward
existing officers upon promotion to higher levels of management. Because these
initial grants are structured as an incentive for employment, the amount of
these grants may vary from executive to executive depending on the particular
circumstances of the named executive officer and are usually recommended by the
chief executive officer and approved by the appropriate committee.  No
grants were awarded to any of our newly hired or appointed named executive
officers at the time of their hire or appointment in 2009 although as noted
below, restricted share grants were made later in 2009 to both Mr. Blumberg and
Mr. Shmidman as well as to other of our executive officers under the terms of
their respective employment agreements. Annual, time-vested grants of equity
awards, as well as retention grants made in connection with renewals of
employment agreements are designed so as to compensate our named executive
officers for their contributions to our long-term performance.




Generally,
restricted stock and stock option awards granted to named executive officers as
either initial or annual performance grants or in connection with employment
agreement renewals vest in equal installments over the term of the agreement,
or a period determined by the nominating/governance committee or
compensation committee, typically beginning on the first anniversary of the date
of grant. Restricted stock grants for 2009 were as follows: Mr. Cole – 472,674
performance-based restricted stock units, Mr. Clamen – 72,166 shares of
restricted stock, Mr. Tarshis – 72,166 shares of restricted stock, Mr. Shmidman
– 76,954 shares of restricted stock, and Mr. Blumberg – 35,826 shares of
restricted stock.  These grants vest over a one to three year
period.  In addition, in 2009 Mr. Blumberg was granted an aggregate of
30,000 options as a result of the Company’s consummation of two acquisitions
that met certain specified performance criteria set forth in his employment
agreement; these options vested immediately.




Cash bonuses. In May 2008 our
stockholders approved the Executive Incentive Bonus Plan, referred to as the
bonus plan.  The purpose of the bonus plan is to promote the
achievement of our short-term, targeted business objectives by providing
competitive incentive reward opportunities to our executive officers who can
significantly impact our performance towards those objectives. Further, the
bonus plan enhances our ability to attract, develop and motivate individuals as
members of a talented management team. The bonus plan is administered, and can
be amended, by the compensation committee.  All awards are paid in
cash.  Awards made under the bonus plan are subject to a participant
achieving one or more performance goals established by the compensation
committee. The performance goals may be based on our overall performance, and
also may recognize business unit, team and/or individual performance. No payment
will be made under the bonus plan unless the compensation committee certifies
that at least the minimum objective performance measures have been met. Such
performance measures may include specific or relative targeted amounts of, or
changes in: earnings before interest, taxes, depreciation and amortization,
herein referred to as EBITDA; revenues; expenses; net income; operating income;
equity; return on equity, assets or capital employed; working capital;
stockholder return; production or sales volumes; or certain other objective
criteria.   In 2009, only our chairman, president and chief
executive officer received a bonus under the bonus plan.




The
amount of any award under the bonus plan may vary based on the level of actual
performance. The amount of any award for a given year is determined for each
participant by multiplying the individual participant’s actual base salary in
effect at the end of that year by a target percentage (from 0% to 200%), related
to the attainment of one or more performance goals, determined by the
compensation committee. In the event that an award contains more than one
performance goal, participants in the bonus plan will be entitled to receive the
portion of the target percentage allocated to the performance goal achieved. In
the event that we do not achieve at least the minimum performance goals
established, no award payment will be made.


11





Additionally,
cash bonuses are also covered by employment agreements with our executive
officers.  Under his employment agreement, in 2009 our chairman,
president and chief executive officer received two separate cash performance
based bonuses pursuant to his employment agreement and the Executive Bonus Plan
which aggregated to $1,500,000.  Mr. Cole earned $1,000,000 based on
the Company’s achievement of approximately $163.1 million of EBITDA, which
represents 100% of the targeted EBITDA established by the Board of
Directors.  Also under his employment agreement, Mr. Cole earned
$500,000 based on the Company’s revenue growth of approximately 7%, which puts
it in the upper 50th
percentile of companies compiled in the Standard & Poors Small Cap Retailing
Index for 2009.  Also in 2009, Messrs. Clamen, Tarshis, and Shmidman
received discretionary cash bonuses of $100,000, $100,000, and $216,667,
respectively.  These bonuses were based upon both the individual
performance of the executives and our overall performance but were not tied to
any specified performance criteria. Further, in 2009 Mr. Blumberg received cash
payments of $500,000 as a result of the Company’s consummation of two
acquisitions that met certain specified performance criteria set forth in his
employment agreement.




Post-termination
compensation. We have entered into employment agreements with each of the
named executive officers.  Each of these agreements had provided for
certain payments and other benefits if the executive’s employment terminated
under certain circumstances, including, in the event of a “change in control”.
See “Executive Compensation - Narrative to Summary Compensation Table and
Plan-Based Awards Table - Employment Agreements" and “Executive
Compensation - Potential Payments Upon Termination or Change in Control” for a
description of the severance and change in control benefits.




Perquisites. The perquisites
provided to some or all of our executive officers are described below.
Perquisites are generally provided, as applicable, in accordance with the
executives’ employment agreements. Below is a list of material perquisites,
personal benefits and other items of compensation we provided to our named
executive officers in 2009, the total amount of each such item paid to all named
executive officers and an explanation as to why we chose to pay the
item.





Perquisite, Other Benefit or
                                            Other Item of Compensation (1)
                                          
                                          Aggregate
                                            Amount of This
                                            Perquisite Paid to
                                            All Named
                                            Executive Officers
                                            in 2009
                                          
                                          Additional Explanation for Offering Certain PerquisitesCar
      allowances
                                          
                                          $
                                          92,791
                                          
                                          Serves
      to defray the cost of owning and operating an automobile often used for
      business purposes; prevents us from having to own and maintain a fleet of
      automobiles and is a taxable benefit for the named executive
      officer.Life Insurance Premiums
                                          
                                          $
                                          22,000
                                          
                                          Reduces
      risk to the beneficiaries of executives in the event of the death of the
      executive.





(1)
              Perquisites
      are generally granted as part of our executive recruitment and retention
      efforts.


Other matters. The
compensation committee has not historically engaged consultants with respect to
executive compensation matters. However, in 2007 and 2008, the compensation
committee engaged an outside consulting firm, James F. Reda &
Associates LLC for advice in connection with the negotiation of the employment
agreement for our chief executive officer, which agreement was entered into in
January 2008 and amended in December 2008. James F. Reda & Associates
LLC was not engaged by the compensation committee in 2009 and did not otherwise
provide services to us during 2009. Our board of directors has not established a
policy for the adjustment of any compensation award or payment if the relevant
performance measures on which they are based are restated or adjusted. Our board
of directors has not established any security ownership guidelines for executive
officers.


12





Tax
Deductibility and Accounting Ramifications




The
compensation committee generally takes into account the various tax and
accounting ramifications of compensation paid to our executives. When
determining amounts of equity-based grants to executives the compensation
committee also considers the accounting expense associated with the
grants.




Our 2009
Equity Incentive Plan, our 2006 Equity Incentive Plan, our 2008 Executive
Incentive Bonus Plan and our other plans are intended to allow us to make awards
to executive officers that are deductible under the Section 162(m) of the
Code, which otherwise sets limits on the tax deductibility of compensation paid
to a company’s most highly compensated executive officers. The compensation
committee will continue to seek ways to limit the impact of Section 162(m).
However, the compensation committee also believes that the tax deduction
limitation should not compromise our ability to maintain incentive programs that
support the compensation objectives discussed above or compromise our ability to
attract and retain executive officers. Achieving these objectives and
maintaining flexibility in this regard may therefore result in compensation that
is not deductible by Iconix for federal income tax purposes.




Summary




In
summary, we believe that our mix of salary, cash incentives for short-term and
long-term performance and the potential for additional equity ownership in
Iconix motivates our management to produce significant returns for our
stockholders. Moreover, we also believe that our compensation program strikes an
appropriate balance between our interests and needs in operating and further
developing our business and suitable compensation levels that can lead to the
enhancement of stockholder value.




Compensation
Committee Interlocks and Insider Participation




None of
the directors on our compensation committee is or was formerly an officer or
employee of the Company or had any relationship or related person transaction
requiring disclosure under the rules of the Securities and Exchange Commission.
During 2009, none of our executive officers served on the board of directors or
the compensation (or equivalent) committee of any other entity that has officers
that serve on our Board of Directors or on our compensation committee. In
addition, none of the members of our compensation committee were formerly, or
during 2009, employed by us in the capacity as an officer or
otherwise.




The
members of our compensation committee are, and during 2009 were, Messrs.
Mendelow, Cuneo, Emanuel and Friedman. Mr. Friedman currently serves as its
chairperson.




Compensation
Committee Report




The
compensation committee of our Board of Directors has reviewed and discussed with
management the Compensation Discussion and Analysis for 2009 appearing in this
Report.  Based on such reviews and discussions, the compensation
committee recommended to our Board of Directors that the Compensation Discussion
and Analysis be included in this Report for filing with the SEC.




COMPENSATION
COMMITTEE




Mark
Friedman, Chairperson


Steven
Mendelow


Barry
Emanuel




F. Peter
Cuneo


13


SUMMARY COMPENSATION
TABLE





The following table includes information
for 2009, 2008, and 2007 with respect to our named executive
officers.





Summary Compensation
Table





Salary
                                                                
                                                                
                                                                Bonus
                                                                
                                                                
                                                                Stock
                                                                  Awards
                                                                
                                                                
                                                                Option
                                                                  Awards
                                                                
                                                                
                                                                Non-Equity
                                                                  Incentive Plan
                                                                  Compensation
                                                                
                                                                
                                                                Change in
                                                                  Pension Value
                                                                  and Non-
                                                                  qualified
                                                                  Deferred
                                                                  Compensation
                                                                  Earnings
                                                                
                                                                
                                                                All Other
                                                                  Compensation
                                                                
                                                                
                                                                TotalName and
                                                                
                                                                
                                                                
                                                                ($)
                                                                
                                                                
                                                                ($)
                                                                
                                                                
                                                                ($)
                                                                
                                                                
                                                                ($)
                                                                
                                                                
                                                                ($)
                                                                
                                                                
                                                                ($)
                                                                
                                                                
                                                                ($)
                                                                
                                                                
                                                                ($)Principal Position
                                                                
                                                                Year
                                                                
                                                                (a)
                                                                
                                                                
                                                                (b)
                                                                
                                                                
                                                                (c)
                                                                
                                                                
                                                                (d)
                                                                
                                                                
                                                                (e)
                                                                
                                                                
                                                                (f)
                                                                
                                                                
                                                                (g)
                                                                
                                                                
                                                                (h)Neil
      Cole
                                                                
                                                                2009
                                                                
                                                                $
                                                                1,000,000
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                8,309,609
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                1,500,000
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                42,791
                                                                (1)
                                                                
                                                                $
                                                                10,852,400President
      and Chief Executive Officer
                                                                
                                                                2008
                                                                
                                                                $
                                                                1,000,000
                                                                
                                                                
                                                                $
                                                                500,000
                                                                
                                                                
                                                                $
                                                                30,400,008
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                500,000
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                53,264
                                                                (1)
                                                                
                                                                $
                                                                32,453,2722007
                                                                
                                                                $
                                                                600,000
                                                                
                                                                
                                                                $
                                                                649,000
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                40,904
                                                                (1)
                                                                
                                                                $
                                                                1,289,904Warren
      Clamen(3)
                                                                
                                                                2009
                                                                
                                                                $
                                                                356,806
                                                                
                                                                
                                                                $
                                                                100,000
                                                                
                                                                
                                                                $
                                                                1,235,494
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                18,000
                                                                (2)
                                                                
                                                                $
                                                                1,710,369Executive
      Vice President and Chief Financial Officer
                                                                
                                                                2008
                                                                
                                                                $
                                                                306,250
                                                                
                                                                
                                                                $
                                                                50,000
                                                                
                                                                
                                                                $
                                                                80,501
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                18,000
                                                                (2)
                                                                
                                                                $
                                                                454,7512007
                                                                
                                                                $
                                                                279,167
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                100,000
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                18,000
                                                                (2)
                                                                
                                                                $
                                                                397,167Andrew
      Tarshis(3)
                                                                
                                                                2009
                                                                
                                                                $
                                                                356,806
                                                                
                                                                
                                                                $
                                                                100,000
                                                                
                                                                
                                                                $
                                                                1,235,494
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                18,000
                                                                (2)
                                                                
                                                                $
                                                                1,710,369Executive
      Vice President and General Counsel
                                                                
                                                                2008
                                                                
                                                                $
                                                                306,250
                                                                
                                                                
                                                                $
                                                                50,000
                                                                
                                                                
                                                                $
                                                                80,501
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                18,000
                                                                (2)
                                                                
                                                                $
                                                                454,7512007
                                                                
                                                                $
                                                                281,250
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                100,000
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                18,000
                                                                (2)
                                                                
                                                                $
                                                                399,250Yehuda
      Shmidman(4)
                                                                
                                                                2009
                                                                
                                                                $
                                                                262,121
                                                                
                                                                
                                                                $
                                                                216,667
                                                                
                                                                
                                                                $
                                                                956,219
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                18,000
                                                                (2)
                                                                
                                                                $
                                                                1,453,007Executive
      Vice President, Operations
                                                                
                                                                2008
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -2007
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -David
      Blumberg(5)
                                                                
                                                                2009
                                                                
                                                                $
                                                                400,000
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                453,915
                                                                
                                                                
                                                                $
                                                                220,465
                                                                
                                                                
                                                                $
                                                                500,000
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                18,000
                                                                (2)
                                                                
                                                                $
                                                                1,592,380Executive
      Vice President,Head
      of Strategic Development
                                                                
                                                                2008
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -2007
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -





(a)      Salary
includes, as applicable, base salary, pro-rated salaries for changes made to
base salary during the year, as defined in the employment
agreements.




(b)     Bonuses are
discretionary, fixed incentive, and/or percentage incentive, as provided for in
the applicable employment agreements. For 2009, Mr. Cole received cash
performance based bonuses of $1,000,000 and $500,000 for a total of
$1,500,000, pursuant to his employment agreement and the Executive Bonus Plan.
The performance targets for 2009 were as follows: $1,000,000 was earned for the
Company's achievement of approximately $163.1 million of EBITDA, which
represents 100% of the targeted EBITDA established by the Board of Directors;
$500,000 was earned for the Company’s achievement of 7% revenue growth, which
puts it in the upper 50thpercentile of companies compiled in the
Standard & Poors Small Cap Retailing Index for 2009. In accordance with
SEC rules, the 2009 and 2008 performance-based bonuses paid to Mr. Cole have
been reflected in this table under the Non-Equity Incentive Plan Compensation
column. For 2009, Messrs. Clamen and Tarshis each received discretionary cash
bonuses of $100,000 respectively, pursuant to their employment agreements or
otherwise and Mr. Shmidman received a $150,000 cash bonus as specified under his
employment agreement and an additional discretionary bonus of $66,667.For the year ended December 31, 2008, Messrs. Clamen and Tarshis
each received cash bonuses of $50,000 pursuant to their employment
agreements.For the
year ended December 31, 2008, Mr. Cole received a cash sign-on
bonus in the amount of $500,000 in connection with his new employment
agreement. Mr. Cole also received a cash performance based bonus
of $500,000 in 2008 pursuant to his employment agreement and the Executive Bonus
Plan. The performance target for 2008 was the Company’s achievement of
approximately $150 million of EBITDA, which represents 80% of the targeted
EBITDA established by the Board of Directors.For the year ended December 31, 2007,
Mr. Cole earned a cash bonus for reaching certain EBITDA targets which were
determined pursuant to the terms of his prior employment
agreement.


14





(c)      The
amounts shown in this column represent the aggregate grant date fair value in
2009, 2008 and 2007 with respect to shares of restricted stock and stock
options.The 2007
and 2008 award values were recalculated from amounts shown in prior filings made
by us with SEC to reflect their grant date fair values, as required by SEC rules
effective for 2010. See Note 6 to Notes to the Consolidated Financial Statements
included in this Report for a discussion for the relevant assumptions used in
calculating grant date fair value.




(d)      Option
awards include, as applicable, Iconix options and equity-based compensation
instruments that have option-like featuresand amounts represent grant date fair
value.





(e)      Non-equity
incentive plan compensation represents the dollar value of all amounts earned
during the fiscal year  pursuant to non-equity incentive plans. There
was no such compensation for 2009, 2008 and 2007 other than the cash payments
of  $250,000  Mr. Blumberg received upon the Company’s
consummation of each of two acquisitions thathad a “value” (as defined
in his employment agreement) of less than $30 million and the performance-based
payments received by Mr. Cole in 2009 and 2008 described in footnote (b)
above.


.


(f)      Change
in pension value and non-qualified deferred compensation earnings represents the
aggregate increase in actuarial value to the named executive officer of all
defined benefit and actuarial plans accrued during the year and earnings on
non-qualified deferred compensation. There were no defined benefit plans,
actuarial plans, or non-qualified deferred compensation for 2009, 2008 and
2007.




(g)      All
other compensation includes, as applicable, car allowances and life insurance
premiums (see the list of perquisites above).




(h)      Total
compensation represents all compensation from us earned by the named executive
officer for the year.




(1)      Represents
Company paid premiums on a life insurance policy for the benefit of the
beneficiaries of Mr. Cole, as well as a car allowance.




(2)      Represents
amounts paid by the Company for executives' car allowances.




(3)      Mr.
Clamen currently serves as our executive vice president and chief financial
officer. Prior to November 2008, Mr. Clamen served as our chief financial
officer. Mr. Tarshis currently serves as our executive vice president and
general counsel. Prior to November 2008, Mr. Tarshis served as our senior vice
president and general counsel.




(4)      Mr.
Shmidman has served as our executive vice president of operations since August
2009.  Prior to August 2009, Mr. Shmidman served as our Senior Vice
President.  Compensation information for 2008 and 2007 is not provided
since Mr. Shmidman was not an executive officer during those
years.




(5)      Since
February 2009 Mr. Blumberg has served as our Head of Strategic Development and
he became an executive officer in August 2009 when he assumed the position of
executive vice president-head of strategic development.  Prior to
February 2009, Mr. Blumberg served the Company as a full-time consultant
overseeing the Company’s mergers and acquisitions
activities.


15





GRANTS OF PLAN-BASED
AWARDS




Estimated Future Payouts Under
                                                Non-Equity Incentive Plan Awards
                                              
                                              
                                              Estimated Future Payouts Under
                                                Equity Incentive Plan AwardsName
                                              
                                              Grant
                                                Date
                                              
                                              Threshold
                                                ($)
                                              
                                              
                                              Target
                                                ($)
                                              
                                              
                                              Maximum
                                                ($)
                                              
                                              
                                              Threshold
                                                (#)
                                              
                                              
                                              Target
                                                (#)
                                              
                                              
                                              Maximum
                                                (#)
                                              
                                              
                                              All Other
                                                Stock
                                                Awards:
                                                Number
                                                of Shares
                                                of Stock
                                                or Units
                                                (#)
                                              
                                              
                                              All Other
                                                Option
                                                Awards:
                                                Number of
                                                Securities
                                                Underlying
                                                Options
                                                (#)
                                              
                                              
                                              Exercise
                                                or
                                                Base Price
                                                of Option
                                                Awards
                                                ($/Sh)
                                                ($)
                                              
                                              
                                              Closing
                                                Price of
                                                Common
                                                Stock
                                                Units on
                                                Date of
                                                Grant
                                                ($)
                                              
                                              
                                              Grant
                                                Date
                                                Fair
                                                Value of
                                                Stock and
                                                Option
                                                AwardsNeil
      Cole
                                              
                                              8/13/09
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              472,674
                                              
                                              
                                              
                                              472,674
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              17.58
                                              
                                              
                                              $
                                              8,309,609Warren
      Clamen
                                              
                                              6/5/09
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              1,624
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              15.39
                                              
                                              
                                              $
                                              24,9939/22/09
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              70,542
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              17.16
                                              
                                              
                                              $
                                              1,210,501Andrew
      Tarshis
                                              
                                              6/5/09
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              1,624
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              15.39
                                              
                                              
                                              $
                                              24,9939/22/09
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              70,542
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              17.16
                                              
                                              
                                              $
                                              1,210,501Yehuda
      Shmidman
                                              
                                              6/5/09
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              2,166
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              15.39
                                              
                                              
                                              $
                                              33,33511/18/09
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              74,788
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              12.34
                                              
                                              
                                              $
                                              922,884David
      Blumberg
                                              
                                              9/22/09
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              15,000
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              17.16
                                              
                                              
                                              
                                              -
                                              
                                              
                                              $
                                              148,42410/30/09
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              15,000
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              11.66
                                              
                                              
                                              
                                              -
                                              
                                              
                                              $
                                              72,04112/31/09
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              35,826
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              12.67
                                              
                                              
                                              $
                                              453,915





NARRATIVE TO SUMMARY
COMPENSATION TABLE AND PLAN-BASED AWARDS TABLE




Employment
Agreements




The compensation committee determines
the compensation, including related terms of employment agreements with us for
those who have them, for each of the named executive
officers.





Neil Cole





On January 28, 2008, we entered into a
five-year (subject to a one-year extension) employment agreement (the “new
employment agreement”), effective as of January 1, 2008, with Neil Cole,
chairman of the board, president and chief executive officer, which replaced his
prior employment agreement that expired on December 31, 2007 and is described
below. The new employment agreement also superseded and terminated the prior
non-competition and non-solicitation agreement between us and Mr. Cole, which,
among other things, provided for him to receive 5% of the sale price upon a sale
of our Company under certain circumstances.





Consistent with our philosophy on
executive compensation, Mr. Cole’s new employment agreement reflects a
substantial portion of his compensation in the form of long-term equity
incentives, including performance stock incentives that vest upon the
achievement of specific metrics defined in the agreement, particularly, growth
in EBITDA, market capitalization and stock price as measured by targets to be
established and certified by the compensation committee.





As described above, in connection with
the negotiation of the new employment agreement with Mr. Cole, the compensation
committee retained James F. Reda & Associates LLC, as its outside
compensation consulting firm to provide advice. In assisting the compensation
committee, James F. Reda & Associates LLC performed market research as to
compensation levels in similarly capitalized companies in the industry, as well
as companies that had achieved similar growth. James F. Reda & Associates
LLC also familiarized itself with the circumstances surrounding Mr. Cole’s
expiring contract and separate non-competition and non-solicitation agreement,
which provided Mr. Cole with 5% of the proceeds upon a sale of the Company
under certain circumstances. As various aspects of our business, operations and
management are unique, the compensation committee utilized the James F. Reda
& Associates LLC research as one resource, rather than a stand-alone tool,
in assessing the appropriate level of compensation and other terms under Mr.
Cole’s new employment agreement.


16





Under his new employment agreement, Mr.
Cole is entitled to an annual base salary of $1,000,000 and received a signing
bonus of $500,000.




Pursuant to the terms of the employment
agreementMr. Colehasbeengranted 1,181,684 time-vested
restricted common stock, or RSUs, and787,789performance-based restricted common
stock units, or PSUs, underour2006 Equity Incentive Planand 2009 Equity Incentive
Plan.The RSUs vest in five substantially
equal annual installments commencing on December 31, 2008, subject to Mr. Cole’s
continuous employment with us on the applicable vesting date, and the PSUsaresubject to vesting based on our
achievement of the following performance goals: 50% is tied to the achievement
of EBITDA growth, 25% is tied to the achievement of market cap growth, and 25%
is tied to the achievement of stock price growth. Both grants are subject to
forfeiture upon the termination of Mr. Cole’s employment under certain
circumstances. In addition, Mr. Cole’s ability to sell or otherwise transfer the
common stock underlying the RSUs and the PSUs while he is employed by
us is subject to certain restrictions.





On December 24, 2008, we entered into an
agreement with Mr. Cole which amended his employment agreement and the
related RSU agreement to provide, among other things for the deferral of
the issuance to Mr. Cole of the 1,181,684 shares of our common stock to which he
is entitled to receive under the RSUs granted to him under the employment
agreement until the earlier of (i) the date Mr. Cole is no longer employed by
either (a) us or (b) any corporation or other entity owning, directly or
indirectly, 50% or more of our outstanding common stock, or in which we 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 (as defined in the new employment
agreement). In consideration of Mr. Cole’s agreement to delay the distribution
to him of such shares of our common stock to which he will be entitled to
receive under the RSUs as noted above, the agreement also provided for the
award to Mr. Cole of an annual cash bonus to be granted under our executive
incentive bonus plan, in the amount equal to five hundred thousand dollars
($500,000) for each of the four completed calendar years commencing with the
calendar year from January 1, 2009 through December 31, 2009, and ending with
the calendar year from January 1, 2012 through December 31, 2012 if either of
one of two performance measures specified in the agreement have been
satisfied.  The two performance measures are as follows: (a) if the
percentage determined by dividing our EBITDA by our revenues for the calendar
year in question places us in the top 50% of the companies contained in the
Standard & Poors Small Cap Retailing Index at the end of that calendar year
or (b) if our annual revenue percentage growth for the calendar year in question
when compared to the immediately preceding calendar year places us in the top
50% of those companies contained in the Standard & Poors Small Cap Retailing
Index at the end of that calendar year.




Mr. Cole is also entitled to various
benefits, including benefits available to our other senior executives and
certain automobile, air travel and life insurance benefits pursuant to the new
employment agreement.





In addition to his salary and benefits,
Mr. Cole is eligible to receive an additional annual cash bonus for each
completed calendar year, including as a performance goal thereunder the targets
specified in the employment agreement. This cash bonus shall not exceed 150% of
Mr. Cole’s base salary. The bonus shall be a percentage of the base salary
determined based on the level of our consolidated earnings before interest,
taxes, depreciation and amortization of fixed assets and intangible assets
achieved for such year against a target level established for such year by the
compensation committee of our board of directors, in the compensation
committee’s sole discretion, but with prior consultation with Mr. Cole, as
follows:





Annual Level of Targeted EBITDA Achieved
                      
                      % of Base Salaryless than
    80%
                      
                      
                      0
                      %80%
    (threshold)
                      
                      
                      50
                      %90%
                      
                      
                      75
                      %100%
    (target)
                      
                      
                      100
                      %105%
                      
                      
                      110
                      %110%
                      
                      
                      122.5
                      %115%
                      
                      
                      135
                      %120% or more
      (maximum)
                      
                      
                      150
                      %


17





Mr. Cole’s annual bonus, if earned, will
be paid in a lump sum cash payment in the calendar year following the calendar
year for which such bonus is earned.





Under Mr. Cole’s new employment
agreement, if we terminate Mr. Cole’s employment for “cause” or if Mr. Cole
terminates his employment without “good reason”, he will receive his earned
and/or accrued but unpaid compensation, other than any bonus compensation, then
due to him and shares of common stock in respect of any of his already vested
restricted stock units. If we terminate Mr. Cole’s employment without cause
or if Mr. Cole terminates his employment for good reason, he will receive, in
addition to the foregoing, an amount equal to two times his base salary then in
effect plus any previously earned but unpaid annual bonus for a prior fiscal
year and a pro-rata portion of the annual bonus for the year of termination,
and, if such termination or resignation occurs prior to January 1, 2011, two
times the average of the annual bonus amounts he received for the two prior
completed fiscal years. In addition, that portion of his performance-based stock
units subject to vesting in the year of termination based on performance goals
achieved as of the date of termination, and 75% of his unvested restricted stock
units, will vest. If his employment is terminated by us without cause or by him
for good reason within 12 months of a change in control, the amount of his base
salary-related payment will increase to three times, instead of two times, his
base salary then in effect and that portion of his performance-based stock units
that would vest in the year of termination or in the future based on performance
goals achieved as of the date of the change of control, and all of his unvested
restricted stock units, will vest, and if such change in control occurs prior to
January 1, 2011, Mr. Cole will also receive three, instead of two, times the
average of the annual bonus amounts he received for the three, instead of two,
prior completed fiscal years.





If Mr. Cole’s employment terminates
as a result of his disability or death, he or his estate will be entitled to any
previously earned and unpaid compensation then due to him plus any previously
earned but unpaid annual bonus for the prior fiscal year and a pro-rata portion
of the annual bonus for the year of such termination. In addition, that portion
of his performance-based stock units subject to vesting in the year of
termination based on performance goals achieved as of the date of termination,
and 100% (50% in the event of disability) of his unvested restricted stock
units, will vest.





The new employment agreement with Mr.
Cole also contains certain non-competition and non-solicitation covenants
restricting such activities for periods equal to the term of the agreement and
any renewal period plus one and two years, respectively, after the agreement is
terminated for any reason.





Pursuant to Mr. Cole’s prior employment
agreement (which expired on December 31, 2007 and was replaced by the new
employment agreement described above) with us, Neil Cole, served as our
President and Chief Executive Officer at an annualized base salary of $500,000
in 2005, $550,000 in 2006 and $600,000 in 2007. In addition, under Mr. Cole's
prior employment agreement, Mr. Cole received bonus payments in 2005 and
2007.




Warren Clamen and Andrew
Tarshis





On November 11, 2008, we entered
into  new employment agreements with each of the following executive
officers replacing their prior employment agreements with us:
(i)  Andrew Tarshis, referred to as the Tarshis employment agreement
and (ii) Warren Clamen, referred to as the Clamen employment agreement and,
together with the Tarshis employment agreement, the Clamen/Tarshis employment
agreements and each of Mr. Tarshis and Mr. Clamen are referred to in the
description of the Clamen/Tarshis employment agreements below as an
executive.  The Clamen/Tarshis employment agreements provide for the
employment of Mr. Tarshis as our executive vice president and general counsel
and Mr. Clamen as our executive vice president and chief financial officer, for
three-year terms.


18





Under the Clamen/Tarshis employment
agreements, each executive is entitled to an annual base salary of not less than
$350,000, $400,000 and $400,000, during the first, second and third years of the
term of his employment agreement.  In addition, each executive is
entitled to participate in our executive bonus program and is eligible to
receive bonuses of up to 100% of his base salary or such maximum amount
available under any executive bonus program generally applicable to our senior
executives.





Pursuant to the terms of the
Clamen/Tarshis employment agreements,theyeach receivedan award of 70,542 shares of our common
stockin 2009. The shares vest in three equal annual
installments with the first installment vesting on November 11, 2009, subject to
acceleration under certain circumstances set forth in the Clamen/Tarshis
employment agreements. Each executive is also entitled to various benefits,
including benefits available to our other senior executives and certain
automobile, life insurance and medical benefits.





Under the Clamen/Tarshis employment
agreements, if either of the executive’s employment is terminated by us for
“cause” or by the executive without “good reason” (as defined in the
Clamen/Tarshis employment agreements), he will receive his earned and unpaid
base salary through the date of termination and shares of common stock in
respect of any of his already vested stock awards.  If an executive’s
employment is terminated by us without cause or by the executive for good
reason, he will receive, in addition to the foregoing, an amount equal to his
applicable base salary for the remaining term of the Clamen/Tarshis employment
agreement plus any earned but unpaid annual bonus for a prior year (“prior year
bonus”) and a pro-rata portion of any bonus for the year of termination (“pro
rata bonus”).  In addition, any unvested portion of his stock award
will vest.  If the employment of an executive is terminated by us
without cause or by him for good reason within 12 months of a “change in
control” (as defined in the Clamen/Tarshis employment agreements), in addition
to the foregoing payments he will also receive an amount equal to $100 less than
three times the executive’s “annualized includable compensation for the base
period” (as defined in the Internal Revenue Code). If an executive’s employment
terminates as a result of his disability or death, the executive or his estate
will be entitled to any earned and unpaid base salary, plus any prior year bonus
and pro rata bonus.  In addition, any unvested portion of his stock
award will vest.





The Clamen/Tarshis employment agreements
also contain certain non-competition and non-solicitation covenants restricting
such activities for certain specified periods.





The prior employment agreements between
us and each of Messrs. Clamen and Tarshis cover periods prior to November 11,
2008, and are summarized below.





Effective March 9, 2005, we entered into
an employment agreement, subsequently amended on October 27, 2006, with Warren
Clamen, which, as amended, provided for him to serve as our chief financial
officer until October 27, 2008, subject to earlier termination as specified in
the agreement (this agreement expired on October 27, 2008. This agreement was
superseded by Mr. Clamen’s new employment agreement dated November 11,
2008.  Mr. Clamen’s prior employment agreement provided for him to
receive a base salary of $275,000 per year for the year ending October 27, 2007
and no less than $300,000 for the year ending October 27, 2008, plus certain
fringe benefits. In addition, under the prior employment agreement Mr. Clamen
was eligible to participate in any executive bonus program that we had in effect
during the term of the employment agreement. Pursuant to this prior employment
agreement, in March 2005, we granted Mr. Clamen ten-year stock options to
purchase 200,000 shares of our common stock at $5.06 per share, subject to
earlier termination under certain conditions if Mr. Clamen ceased to be
employed by us, half of which options vested immediately and the other half
vested as of June 1, 2005. Pursuant to the amendment to this prior employment
agreement in October 2006, we also issued to Mr. Clamen 10,971 shares of our
restricted common stock, which vested in two equal annual installments
commencing on October 27, 2007.




On September 22, 2006, we entered
into a employment agreement with Andrew Tarshis, which provided for him to serve
as our senior vice president and general counsel until September 22, 2009
and provided for him to receive an annual base salary of no less than $275,000
during the first year of the term and $300,000 during the second and third years
of the term. This agreement was superseded by Mr. Tarshis’ new employment
agreement dated November 11, 2008.  Pursuant to his prior employment
agreement, we also issued to Mr. Tarshis 18,461 shares of our restricted
common stock, which vest in three equal annual installments commencing on the
first year anniversary of the agreement. Under the prior employment agreement,
Mr. Tarshis was also eligible for a bonus consistent with other executive
officers, as well as customary benefits, including participation in management
incentive and benefit plans, a monthly car allowance of $1,500 and reasonable
business related travel and entertainment expenses.


19





Yehuda Shmidman





On November 17, 2009we entered into  a new
employment agreement with Yehuda Shmidman, herein referred to as the Shmidman
employment agreement.  The Shmidman employment agreement provides for
the employment of Mr. Shmidman as our executive vice president of operations for
a term of three years.





Under the Shmidman employment agreement,
Mr. Shmidman is entitled to an annual base salary of not less than $350,000,
$375,000 and $400,000, during the first, second and third years of the term of
his employment agreement.  In addition,under the employment agreementMr. Shmidmanwasentitled toreceive a bonus of $150,000 in 2009 and
commencing in 2010 he became eligible toparticipate in our executive bonus
program and is eligible to receive bonuses of up to 100% of his base salary or
such maximum amount available under any executive bonus program generally
applicable to our senior executives.





Pursuant to the terms of the Shmidman
employment agreement, Mr. Shmidman received an award of 74,788 shares of our
common stock. The shares vest in three equal annual installments with the first
installment vesting on November 16, 2010, subject to acceleration under certain
circumstances set forth in the Shmidman employment agreement. Mr. Shmidman is
also entitled to various benefits, including benefits available to our other
senior executives and certain automobile, life insurance and medical
benefits.





Under the Shmidman employment agreement,
if Mr. Shmidman’s employment is terminated by us for “cause” or by himself
without “good reason” (as defined in the Shmidman employment agreement), he will
receive his earned and unpaid base salary through the date of termination and
shares of common stock in respect of any of his already vested stock
awards.  If an Mr. Shmidman’s employment is terminated by us without
cause or by Mr. Shmidman for good reason, he will receive, in addition to the
foregoing, an amount equal to his applicable base salary for the remaining term
of the Shmidman employment agreement plus any prior year bonus and a pro rata
bonus.  In addition, any unvested portion of his stock award will
vest.  If the employment of Mr. Shmidman is terminated by us without
cause or by him for good reason within 12 months of a “change in control” (as
defined in the Shmidman employment agreement), in addition to the foregoing
payments he will also receive an amount equal to $100 less than three times the
executive’s “annualized includable compensation for the base period” (as defined
in the Internal Revenue Code). If Mr. Shmidman’s employment terminates as a
result of his disability or death, he or his estate will be entitled to any
earned and unpaid base salary, plus any prior year bonus and pro rata
bonus.  In addition, any unvested portion of his stock award will
vest.





The Shmidman employment agreement also
contains certain non-competition and non-solicitation covenants restricting such
activities for certain specified periods.





The prior employment agreement between
us and Mr. Shmidman covered periods prior to November 17, 2009, and is
summarized below.





Effective November 6, 2006, we entered
into an employment agreement with Yehuda Shmidman which provided for him to
serve as our vice president until November 5, 2009, subject to earlier
termination as specified in the agreement (this agreement expired on November 5,
2009). This agreement was superseded by Mr. Shmidman’s new employment agreement
dated November 17, 2009.  Mr. Shmidman’s prior employment agreement
provided for him to receive a base salary of no less than $150,000 per year for
the year ending November 5, 2007, no less than $200,000 for the year ending
November 5, 2008, and no less than $250,000 for the year ended November 5, 2009,
plus certain fringe benefits. In addition, under the prior employment agreement
Mr. Shmidman was eligible to participate in any executive bonus program that we
had in effect during the term of the employment agreement. Pursuant to this
prior employment agreement, in November 2006, we granted Mr. Shmidman 17,626
shares of our restricted common stock, which vested in three equal annual
installments commencing on November 5, 2007.


20





David Blumberg





On February 26, 2009, we entered into an
employment agreement with Mr. David Blumberg effective as of January 1, 2009
that provides for the employment of Mr. Blumberg as our Head of Strategic
Development for a three-year term.FromNovember 2006until the commencement of his
employment with us in 2009,
Mr. Blumberg provided consulting services to us.




Under the
employment agreement, Mr. Blumberg is entitled to an annual base salary of not
less than $400,000. In addition, Mr. Blumberg is entitled to payments after the
closing by us or our subsidiaries of an “acquisition” (as defined in the
employment agreement) in or of any entity,
business, brand, trademark, service mark, patent, license, revenue stream or
other asset during the
term of the agreement and, under certain circumstances, for a 90 day period
after termination of the agreement. Subject to an annual acquisition payment cap
of 2.5 times his then current base salary (a current annual $1 million cap), Mr.
Blumberg will receive $500,000 for acquisitions that have a “value” (as defined
in the employment agreement), of $30 million or more and $250,000 for
acquisitions with a lesser “value”. Under Mr. Blumberg’s  employment
agreement,  the value of an acquisition generally shall means the
projected gross revenue stream to be derived by us from such acquisition during
the first complete year following the closing of the acquisition, subject to
certain adjustments such as deductions for operational
and  transaction expenses.





In addition,under the employment agreementMr. Blumberg is also
entitled to receive an award ofup to107,476 shares of our common stock,
referred to as the award shares. For each acquisition that closes during a
calendar yearthe Companyone sixth of theshareswillvest at the end of such calendar year
subject to an annual vesting cap specified in the employment agreement.On December 31, 2009 a
total of  35,826 of the award shares were granted to Mr. Blumberg and
vested. To date the Company has not granted the balance of the award to Mr.
Blumberg. Any of theAward
shares that would have vested in a particular year but for the cap instead will
vest on December 31, 2011, subject to certain forfeiture provisions. Mr.
Blumberg is also entitled to various benefits, including benefits available to
our other senior employees including an automobile allowance and certain life
insurance and medical and dental benefits.





If Mr. Blumberg’s employment is
terminated by us for “cause” or by him without “good reason” (each as defined in
the employment agreement), he will receive his earned and unpaid base salary
through the date of termination and shares of common stock in respect of any
already vested stock awards, including award shares, or, if the award shares
have not been granted, the vested portion of the alternate payment described
below. In addition, subject to the acquisition cap, Mr. Blumberg will receive
the acquisition payment for any acquisition that closes within 90 days of his
termination. If his employment is terminated by us without cause or by him for
good reason, he will receive, in addition to the foregoing, an amount equal to
his base salary for the remaining agreement term plus any earned but unpaid
annual bonus for a prior year or other completed period (the prior year bonus)
and any unvested portion of his stock award will vest. In addition, subject to
the acquisition cap, he will receive the acquisition payment for any acquisition
that closes within 90 days of such termination. If his employment is terminated
by us without cause or by him for good reason within 12 months of a “change in
control” (as defined in the employment agreement), in addition to the foregoing
payments he would have received had he been terminated without a change of
control, he will also receive an amount equal to equal to three (3) times the
greater of (i) $400,000 or $100 less than the average of the annual cash
compensation received by him on or after January 1, 2009 in his capacity as an
employee of the Company during the “base period” (as defined in Section 280G of
the Internal Revenue Code) subject to an “excess parachute” payment limitation
(as defined in Section 280G). Annual cash compensation includes base salary plus
any acquisition payments and acquisition bonus payments paid to him. If Mr.
Blumberg’s employment terminates as a result of his disability or death, he or
his estate will be entitled to any earned and unpaid base salary, plus any prior
year bonus and any unvested portion of his stock award will vest and subject to
the acquisition cap, the acquisition payment for any acquisition that closes
within 90 days of the date of death or disability.


21





OUTSTANDING EQUITY AWARDS AT FISCAL
YEAR-END





The following table sets forth
information with respect to outstanding equity-based awards at December 31, 2009
for our named executive officers.




Option
      Awards
                                                                                    
                                                                                    
                                                                                    Stock
      AwardsNumber
      of
                                                                                      Securities
                                                                                      Underlying
                                                                                      Unexercised
                                                                                      Options
                                                                                      Exerciseable
                                                                                    
                                                                                    
                                                                                    Number
      of
                                                                                      Securities
                                                                                      Underlying
                                                                                      Unexercised
                                                                                      Options
                                                                                      Unexerciseable
                                                                                    
                                                                                    
                                                                                    Equity
                                                                                      Incentive
                                                                                      Plan
                                                                                      Awards:
                                                                                      Number
      of
                                                                                      Securities
                                                                                      Underlying
                                                                                      Unexercised
                                                                                      Options
                                                                                    
                                                                                    
                                                                                    Option
                                                                                      Exercise
                                                                                      Price
                                                                                    
                                                                                    
                                                                                    Option
                                                                                      Expiration
                                                                                      Date
                                                                                    
                                                                                    
                                                                                    Number
      of
                                                                                      Shares
      or
                                                                                      Units
      of
                                                                                      Stock
      That
                                                                                      Have
      Not
                                                                                      Vested
                                                                                    
                                                                                    
                                                                                    Vesting
                                                                                      Date
      of
                                                                                      Shares
      or
                                                                                      Units
      of
                                                                                      Stock
      That
                                                                                      Have
      Not
                                                                                      Vested
                                                                                    
                                                                                    Market
                                                                                      Value
      of
                                                                                      Shares
      or
                                                                                      Units
      of
                                                                                      Stock
      That
                                                                                      Have
      Not
                                                                                      Vested
                                                                                    
                                                                                    
                                                                                    Equity
                                                                                      Incentive
                                                                                      Plan
                                                                                      Awards:
                                                                                      Number
      of
                                                                                      Unearned
                                                                                      Shares,
                                                                                      Units
      or
                                                                                      Other
      Rights
                                                                                      That
      Have
                                                                                      Not
      Vested
                                                                                    
                                                                                    Equity
                                                                                      Incentive
                                                                                      Plan
      Awards:
                                                                                      Market
      or
                                                                                      Payout
                                                                                      Value
      of
                                                                                      Unearned
                                                                                      Shares,
                                                                                      Units
      or
                                                                                      Other
      Rights
                                                                                      That
      Have
                                                                                      Not
      VestedName
                                                                                    
                                                                                    
                                                                                    (#)(a)
                                                                                    
                                                                                    
                                                                                    
                                                                                    (#)
                                                                                    
                                                                                    
                                                                                    
                                                                                    (#)
                                                                                    
                                                                                    
                                                                                    ($)
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    (#)
                                                                                    
                                                                                    
                                                                                    
                                                                                    
                                                                                    ($)
                                                                                    
                                                                                    
                                                                                    
                                                                                    (#)
                                                                                    
                                                                                    ($)Neil
      Cole(1)
                                                                                    
                                                                                    
                                                                                    245,366
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    $
                                                                                    1.25
                                                                                    
                                                                                    
                                                                                    8/18/2010
                                                                                    
                                                                                    
                                                                                    
                                                                                    236,337
                                                                                    (1)
                                                                                    
                                                                                    
                                                                                    12/31/2010
                                                                                    
                                                                                    $
                                                                                    2,994,390
                                                                                    
                                                                                    
                                                                                    
                                                                                    157,558
                                                                                    (2)
                                                                                    
                                                                                    $
                                                                                    1,996,26076,500
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    2.30
                                                                                    
                                                                                    
                                                                                    10/26/2011
                                                                                    
                                                                                    
                                                                                    
                                                                                    236,337
                                                                                    (1)
                                                                                    
                                                                                    
                                                                                    12/31/2011
                                                                                    
                                                                                    
                                                                                    2,994,390
                                                                                    
                                                                                    
                                                                                    
                                                                                    157,558
                                                                                    (2)
                                                                                    
                                                                                    
                                                                                    1,996,260273,500
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    2.30
                                                                                    
                                                                                    
                                                                                    10/26/2011
                                                                                    
                                                                                    
                                                                                    
                                                                                    236,337
                                                                                    
                                                                                    
                                                                                    
                                                                                    12/31/2012
                                                                                    
                                                                                    
                                                                                    2,994,390
                                                                                    
                                                                                    
                                                                                    
                                                                                    157,558
                                                                                    (2)
                                                                                    
                                                                                    
                                                                                    1,996,260600,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    2.75
                                                                                    
                                                                                    
                                                                                    4/23/2012
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    78,779
                                                                                    
                                                                                    
                                                                                    
                                                                                    998,13015,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    4.41
                                                                                    
                                                                                    
                                                                                    5/22/2012
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    118,168
                                                                                    
                                                                                    
                                                                                    
                                                                                    1,497,189800,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    4.62
                                                                                    
                                                                                    
                                                                                    3/29/2015
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -200,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    10.00
                                                                                    
                                                                                    
                                                                                    12/28/2015
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -Warren
      Clamen
                                                                                    
                                                                                    
                                                                                    60,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    $
                                                                                    5.06
                                                                                    
                                                                                    
                                                                                    3/9/2015
                                                                                    
                                                                                    
                                                                                    
                                                                                    2,982
                                                                                    
                                                                                    
                                                                                    
                                                                                    4/11/2010
                                                                                    
                                                                                    $
                                                                                    37,769
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -50,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    10.00
                                                                                    
                                                                                    
                                                                                    2/28/2015
                                                                                    
                                                                                    
                                                                                    
                                                                                    1,624
                                                                                    
                                                                                    
                                                                                    
                                                                                    6/5/2010
                                                                                    
                                                                                    
                                                                                    20,576
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    --
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    23,514
                                                                                    
                                                                                    
                                                                                    
                                                                                    11/11/2010
                                                                                    
                                                                                    
                                                                                    297,922
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    --
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    23,514
                                                                                    
                                                                                    
                                                                                    
                                                                                    11/11/2011
                                                                                    
                                                                                    
                                                                                    297,922
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -Andrew
      Tarshis
                                                                                    
                                                                                    
                                                                                    10,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    $
                                                                                    8.81
                                                                                    
                                                                                    
                                                                                    7/22/2015
                                                                                    
                                                                                    
                                                                                    
                                                                                    2,982
                                                                                    
                                                                                    
                                                                                    
                                                                                    4/11/2010
                                                                                    
                                                                                    $
                                                                                    37,769
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    --
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    1,624
                                                                                    
                                                                                    
                                                                                    
                                                                                    6/5/2010
                                                                                    
                                                                                    
                                                                                    20,576
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -23,514
                                                                                    
                                                                                    
                                                                                    
                                                                                    11/11/2010
                                                                                    
                                                                                    
                                                                                    297,922
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -23,514
                                                                                    
                                                                                    
                                                                                    
                                                                                    11/11/2011
                                                                                    
                                                                                    
                                                                                    297,922
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -Yehuda
      Shmidman
                                                                                    
                                                                                    
                                                                                    10,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    $
                                                                                    8.58
                                                                                    
                                                                                    
                                                                                    10/31/2015
                                                                                    
                                                                                    
                                                                                    
                                                                                    24,930
                                                                                    
                                                                                    
                                                                                    
                                                                                    11/16/2010
                                                                                    
                                                                                    $
                                                                                    315,863
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -10,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    10.00
                                                                                    
                                                                                    
                                                                                    12/28/2015
                                                                                    
                                                                                    
                                                                                    
                                                                                    24,930
                                                                                    
                                                                                    
                                                                                    
                                                                                    11/16/2010
                                                                                    
                                                                                    
                                                                                    315,863
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    --
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    24,929
                                                                                    
                                                                                    
                                                                                    
                                                                                    11/16/2010
                                                                                    
                                                                                    
                                                                                    315,850
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -2,166
                                                                                    
                                                                                    
                                                                                    
                                                                                    6/5/2010
                                                                                    
                                                                                    
                                                                                    27,4334,979
                                                                                    
                                                                                    
                                                                                    
                                                                                    4/11/2010
                                                                                    
                                                                                    
                                                                                    63,084David
      Blumberg(3)
                                                                                    
                                                                                    
                                                                                    30,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    $
                                                                                    20.18
                                                                                    
                                                                                    
                                                                                    3/9/2017
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -55,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    20.40
                                                                                    
                                                                                    
                                                                                    3/30/2017
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -55,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    23.66
                                                                                    
                                                                                    
                                                                                    10/3/2017
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -30,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    20.02
                                                                                    
                                                                                    
                                                                                    12/17/2017
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -20,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    6.65
                                                                                    
                                                                                    
                                                                                    10/2/2018
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -15,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    17.16
                                                                                    
                                                                                    
                                                                                    9/22/2019
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -15,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    11.66
                                                                                    
                                                                                    
                                                                                    10/30/2019
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -15,000
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    -
                                                                                    
                                                                                    
                                                                                    
                                                                                    11.66
                                                                                    
                                                                                    
                                                                                    10/30/2019
                                                                                    
                                                                                    
                                                                                    
                                                                                    -


22





(1)
            Mr. Cole was granted
      1,181,684RSUs, and
      571,150performance-based restricted
      common stock units, or PSUs, on February 19, 2008 pursuant to
      hisemployment agreement with us. On
      December 24, 2008, Mr. Cole agreed, in an amendment to hisemployment agreement, to defer the
      issuance of 1,181,684 shares of common stock underlying theRSUs until the earlier of (i) the
      date Mr. Cole is no longer employed by either (a) us or (b) any
      corporationor other entity
      owning, directly or indirectly, 50% or more of our outstanding common
      stock, or in whichwe or any such
      corporation or other entity owns, directly or indirectly, 50% or more of
      the outstandingcapital stock
      (determined by aggregate voting rights) or other voting interests or (ii)
      a change in control(as defined in the
      employment agreement). In consideration of Mr. Cole's agreement to delay
      thedistribution to him of such shares
      of our common stock to which he will be entitled to receive under
      theRSUs as noted above, the agreement
      also provided for the award to Mr. Cole of an annual cash
      bonusto be granted under our executive
      incentive bonus plan, in the amount equal to $500,000 for each
      ofthe four completed calendar years
      commencing with the calendar year from January 1, 2009 throughDecember 31, 2009, and ending with
      the calendar year from January 1, 2012 through December 31,
      2012if either one of two performance
      measures specified in the agreement have been satisfied.The 1,181,684 RSUs continue to
      vest in five substantially equal installments on each December
      31st,beginning on December 31, 2008 and
      subject to Mr. Cole's continuous employment with us,although the delivery of the
      shares underlying such RSUs has been deferred as described
      above.





(2)
            As noted above,Mr. Cole was granted 1,181,684
      RSUs and 571,150 PSUs on February 19, 2008 pursuant to hisemployment agreement with us. On
      May 21, 2008, Mr. Cole entered into an agreement with us thatprovided for the rescission of
      256,034 of the previously granted 571,150 PSUs, which rescinded
      PSUswere then added to 216,639
      additional PSUswasentitled to under hisemployment agreement(a total of
      472,673 PSUs). These
      472,673PSUswere granted to Mr.
      Cole in 2009.





The669,621PSUs reflected inthe table represent the unvested portion
of the787,790PSUsgranted to Mr. Cole under the terms of his employment agreement. In
February 2009, the Compensation Committee determined that the$147 million EBITDA target was achieved,
and, therefore, Mr. Cole earned 78,779 of 157,558 PSU'sthat he was eligible to receive for the
year ended December 31, 2008. In February 2010, the Compensation Committee determined
that the$160 million
EBITDA target was achieved,
and, therefore, Mr. Cole earned39,390of 157,558 PSU'sthat he was eligible to receive for the
year ended December 31, 2009.The other performance goalsinvolving market capitalization and
share price were not achieved.





(3)
            At December 31, 2009 Mr. Blumberg
      had been awarded 35,826 of107,476shares of common stock issuable
      under his employment agreement. All of the 35,826 shares vested on such
      date.


23


Grant dates and vesting dates for all
outstanding equity awards
at December 31, 2009are as
follows:




Name
                                                                                                                        
                                                                                                                        Numberof
                                                                                                                          Securities
                                                                                                                          Underlying
                                                                                                                          Unvested
                                                                                                                          Restricted
                                                                                                                          Stock
                                                                                                                        
                                                                                                                        
                                                                                                                        Numberof
                                                                                                                          Securities
                                                                                                                          Underlying
                                                                                                                          Unexercised
                                                                                                                          Options
                                                                                                                          Exerciseable
                                                                                                                        
                                                                                                                        GrantDate
                                                                                                                        
                                                                                                                        VestingDate(#)
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        (#)Neil Cole
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        245,366
                                                                                                                        
                                                                                                                        8/18/2000
                                                                                                                        
                                                                                                                        8/18/2000-
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        76,500
                                                                                                                        
                                                                                                                        10/26/2001
                                                                                                                        
                                                                                                                        10/26/2001-
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        273,500
                                                                                                                        
                                                                                                                        10/26/2001
                                                                                                                        
                                                                                                                        10/26/2001-
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        200,000
                                                                                                                        
                                                                                                                        4/23/2002
                                                                                                                        
                                                                                                                        2/1/2003-
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        200,000
                                                                                                                        
                                                                                                                        4/23/2002
                                                                                                                        
                                                                                                                        2/1/2004-
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        200,000
                                                                                                                        
                                                                                                                        4/23/2002
                                                                                                                        
                                                                                                                        2/1/2005-
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        15,000
                                                                                                                        
                                                                                                                        5/22/2002
                                                                                                                        
                                                                                                                        5/22/2002-
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        800,000
                                                                                                                        
                                                                                                                        3/29/2005
                                                                                                                        
                                                                                                                        3/29/2005-
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        200,000
                                                                                                                        
                                                                                                                        12/28/2005
                                                                                                                        
                                                                                                                        12/28/2005236,337
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        1/28/2008
                                                                                                                        
                                                                                                                        12/31/200939,390
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        1/28/2008
                                                                                                                        
                                                                                                                        12/31/200978,779
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        1/28/2008
                                                                                                                        
                                                                                                                        12/31/2012236,337
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        8/13/2009
                                                                                                                        
                                                                                                                        12/31/2010236,337
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        8/13/2009
                                                                                                                        
                                                                                                                        12/31/2011236,337
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        8/13/2009
                                                                                                                        
                                                                                                                        12/31/2012118,168
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        8/13/2009
                                                                                                                        
                                                                                                                        12/31/2012157,558
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        8/13/2009
                                                                                                                        
                                                                                                                        12/31/2010157,558
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        8/13/2009
                                                                                                                        
                                                                                                                        12/31/2011157,558
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        8/13/2009
                                                                                                                        
                                                                                                                        12/31/2012Warren
    Clamen
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        60,000
                                                                                                                        
                                                                                                                        3/9/2005
                                                                                                                        
                                                                                                                        6/1/2005-
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        50,000
                                                                                                                        
                                                                                                                        12/28/2005
                                                                                                                        
                                                                                                                        12/28/20052,982
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        4/11/2008
                                                                                                                        
                                                                                                                        4/11/20101,624
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        6/5/2009
                                                                                                                        
                                                                                                                        6/5/201023,514
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        9/22/09
                                                                                                                        
                                                                                                                        11/10/201023,514
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        9/22/09
                                                                                                                        
                                                                                                                        11/10/2011Andrew
    Tarshis
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        10,000
                                                                                                                        
                                                                                                                        7/22/2005
                                                                                                                        
                                                                                                                        7/22/20052,982
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        4/11/2008
                                                                                                                        
                                                                                                                        4/11/20101,624
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        6/5/2009
                                                                                                                        
                                                                                                                        6/5/201023,514
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        9/22/09
                                                                                                                        
                                                                                                                        11/10/201023,514
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        9/22/09
                                                                                                                        
                                                                                                                        11/10/2011Yehuda
    Shmidman
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        10,000
                                                                                                                        
                                                                                                                        10/31/2005
                                                                                                                        
                                                                                                                        10/31/2005-
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        10,000
                                                                                                                        
                                                                                                                        12/28/2005
                                                                                                                        
                                                                                                                        12/28/20054,979
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        4/11/2008
                                                                                                                        
                                                                                                                        4/11/20102,166
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        6/5/2009
                                                                                                                        
                                                                                                                        6/5/201024,930
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        11/17/2009
                                                                                                                        
                                                                                                                        11/16/201024,929
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        11/17/2009
                                                                                                                        
                                                                                                                        11/16/201124,929
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        11/17/2009
                                                                                                                        
                                                                                                                        11/16/2011David
    Blumberg
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        30,000
                                                                                                                        
                                                                                                                        3/9/2007
                                                                                                                        
                                                                                                                        3/9/2007-
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        55,000
                                                                                                                        
                                                                                                                        3/30/2007
                                                                                                                        
                                                                                                                        3/30/2007-
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        55,000
                                                                                                                        
                                                                                                                        10/3/2007
                                                                                                                        
                                                                                                                        10/3/2007-
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        30,000
                                                                                                                        
                                                                                                                        12/17/2007
                                                                                                                        
                                                                                                                        12/17/2007-
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        20,000
                                                                                                                        
                                                                                                                        10/2/2008
                                                                                                                        
                                                                                                                        10/2/2008-
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        15,000
                                                                                                                        
                                                                                                                        9/22/2009
                                                                                                                        
                                                                                                                        9/22/2009-
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        15,000
                                                                                                                        
                                                                                                                        10/30/2009
                                                                                                                        
                                                                                                                        10/30/200935,826
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        12/31/2009
                                                                                                                        
                                                                                                                        12/31/2009


24





OPTION EXERCISES AND STOCK
VESTED





The following table sets forth certain
information regarding exercise of options and vesting of restricted stock held
byournamed executive officers during the
year ended December 31, 2009.




Number of
                                Shares
                                Acquired on
                                Exercise(2)
                              
                              
                              Value
                                Realized on
                                Exercise(1)
                              
                              
                              Number of
                                Shares
                                Acquired
      on
                                Vesting
                              
                              
                              Value
                                Realized on
                                VestingName
                              
                              
                              (#)
                              
                              
                              ($)
                              
                              
                              
                              (#)
                              
                              
                              ($)Neil Cole
                              
                              
                              361,759
                              
                              
                              $
                              5,021,419
                              
                              
                              
                              236,337
                              (3)
                              
                              $
                              2,994,39039,390
                              (3)
                              
                              
                              499,071Warren
    Clamen
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              2,981
                              
                              
                              $
                              32,880-
                              
                              
                              
                              -
                              
                              
                              
                              23,514
                              
                              
                              
                              284,990Andrew
    Tarshis
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              2,981
                              
                              
                              $
                              32,8806,154
                              
                              
                              
                              105,603-
                              
                              
                              
                              -
                              
                              
                              
                              23,514
                              
                              
                              
                              284,990Yehuda
    Shmidman
                              
                              
                              5,000
                              
                              
                              $
                              28,250
                              
                              
                              
                              4,979
                              
                              
                              $
                              54,9185,000
                              
                              
                              
                              28,000
                              
                              
                              
                              5,875
                              
                              
                              
                              70,559David
    Blumberg
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              35,826
                              
                              
                              $
                              453,915





(1)
            Included in this column is the
      aggregate dollar amount realized by the named executive officer upon
      exercise of the options.





(2)
            The number of shares reflects the
      gross amount issued upon the exercise of the options and does not give
      effect to the withholding of a portion of the shares by the Company to
      satisfy certain withholding tax liability of the person exercising the
      options.





(3)
            Includes 236,337 shares of common
      stock underlying RSU's that vested on December 31, 2009 and 39,390 shares
      of common stock underlying PSU's that were deemed earned by the
      compensation committee for the year ended December 31, 2009 as more fully
      discussed in footnote 2 to the table of Outstanding Equity Awards at
      Fiscal Year-End. The delivery of the 236,337 shares of common stock
      underlying the RSU's was deferred, as more fully discussed in footnote 1
      to the table of OutstandingEquity Awards at Fiscal
      Year-End.


25





POTENTIAL PAYMENTS UPON TERMINATION OR
CHANGE IN CONTROL





As noted under “- Narrative to Summary
Compensation Table-and Plan-Based Awards Table - Employment Agreements”, we have
entered into employment agreements with each of our named executive officers.
These agreements provide for certain payments and other benefits if a named
executive officer’s employment with us is terminated under circumstances
specified in his or her respective agreement, including a “change in control” of
the Company. A named executive officer’s rights upon the termination of his or
her employment will depend upon the circumstances of the
termination.




The receipt of the payments and benefits
to the named executive officers under their employment agreements are generally
conditioned upon their complying with customary non-solicitation,
non-competition, confidentiality, non-interference and non-disparagement
provisions. By the terms of such agreements, the executives acknowledge that a
breach of some or all of the covenants described herein will entitle us to
injunctive relief restraining the commission or continuance of any such breach,
in addition to any other available remedies.





Except as provided in the footnotes
below, the following table provides the term of such covenants following the
termination of employment as it relates to each named executive
officer:





Covenant
                          
                          Neil
      Cole
                          
                          Warren
      Clamen
                          
                          Andrew
      Tarshis
                          
                          Yehuda
      Shidman
                          
                          David
      BlumbergConfidentiality
                          
                          Infinite
      duration
                          
                          Infinite
      duration
                          
                          Infinite
      duration
                          
                          Infinite
      duration
                          
                          Infinite
      durationNon-solicitation
                          
                          Two
      years
                          
                          Three
      years(1)
                          
                          Three
      years(1)
                          
                          Three
      years(1)
                          
                          Two
      years(3)Non-competition
                          
                          One
      year
                          
                          Two
      years(1)
                          
                          Two
      years(1)
                          
                          Threeyears(1)
                          
                          Threeyears(3)Non-interference
                          
                          (2)
                          
                          Three
      years(1)
                          
                          Three
      years(1)
                          
                          Three
      years(1)
                          
                          Two
      years(3)Non-disparagement
                          
                          Five
      years
                          
                          None
                          
                          None
                          
                          None
                          
                          None





(1)
            Covenant runs from the date of the
      executive’s current employment
agreement.





(2)
            Mr. Cole’s employment agreement
      with us provides that during the term and a period of (i) two
      yearsthereafter, Mr. Cole cannot
      solicit our employees and (ii) one year thereafter, Mr. Cole
      cannotsolicit our
      customers.





(3)
            Covenant runs from the date the
      executive’s employmentis terminated.





Termination Payments (without a change
in control)





The table below includes a description
and the amount of estimated payments and benefits that would be provided by us
(or our successor) to each of the named executive officers under each employment
agreement, assuming that a termination circumstance occurred as of December 31,
2009 and a “change in control” had not occurred:


26





Estimated Amount of Termination Payment to:Type of Payment
                                        
                                        Termination Event
                                        
                                        Neil Cole(1)
                                        
                                        
                                        Warren
                                          Clamen
                                        
                                        
                                        Andrew
                                          Tarshis
                                        
                                        Yehuda
                                          Shmidman
                                        
                                        David
                                          BlumbergPayment
      of earned but unpaid salary, unreimbursed expense, and  accrued
      but unused vacation
      time  (2)
                                        
                                        Termination
      for Cause or by executive without Good
      Reason
                                        
                                        
                                        none
                                        
                                        
                                        
                                        none
                                        
                                        
                                        
                                        none
                                        
                                        
                                        none
                                        
                                        noneEarned
      but unpaid bonuses  (2)
                                        
                                        Termination
      without Cause or by executive for Good Reason, death or
      disability
                                        
                                        
                                        none
                                        
                                        
                                        
                                        none
                                        
                                        
                                        
                                        none
                                        
                                        
                                        none
                                        
                                        noneLump
      Sum Severance Payment
                                        
                                        Termination
      without Cause or by executive for Good
Reason
                                        
                                        $
                                        4,500,000
                                        (3)
                                        
                                        $
                                        744,110
                                        (4)
                                        
                                        $
                                        744,110
                                        (4)
                                        $
                                        1,036,644
                                        (4)
                                        800,000
                                        (4)Pro
      rata portion of current year bonuses
                                        
                                        Death,
      termination without Cause, or termination by executive for Good
      Reason
                                        
                                        $
                                        none
                                        (6)
                                        
                                        
                                        none
                                        (5)
                                        
                                        
                                        none
                                        (5)
                                        
                                        none
                                        (5)
                                        none
                                        (6)Continued
      coverage under medical, dental, hospitalization and life insurance
      plans
                                        
                                        Death,
      termination without Cause, or termination by executive for Good
      Reason
                                        
                                        $
                                        45,815
                                        
                                        
                                        $
                                        1,112
                                        
                                        
                                        $
                                        38,939
                                        
                                        38,669
                                        
                                        39,074




1  Upon Mr. Cole's termination
without cause by us or for good reason by Mr. Cole, 75% of the then remaining
unvested restricted  stock units shall immediately vest, and the
portion of performance based units shall become vested on the achievement of the
performance goals through the date of termination.





2  At December 31, 2009, each
named executive officer is assumed to have received all such
payments.





3  Payable one half in monthly
installments, and half on December 31, 2009.





4  These amounts are payable
in lump sum within 30 days of termination.





5  All such bonuses are
discretionary.





6 All such bonuses are performance
based.




Change in Control
Payments





In lieu of the lump sum severance
payment upon termination without a change of control, Mr. Cole is entitled to a
lump sum payment equal to three times his base salary plus three times his
average annual bonus for the last three years upon termination following a
change in control.


27





In addition to the payments made upon
termination by the Company without cause or termination by the executive for
good reason, the employment agreements with Messrs Tarshis, Clamen, Shmidman and
Blumberg provide that, if, within twelve months of a “change in control,” their
employment is terminated by us without “cause” or they terminate their
employment with us for “good reason,” as all such terms are defined in each
employment agreement, we are obligated to make a lump-sum severance payment to
each such named executive officer equal to $100 less than three times the named
executive officer’s “annualized includable compensation for the base period” (as
defined in Section 280G of the Internal Revenue Code).




Under the circumstances described above,
all of the named executive officers were entitled to an accelerated vesting and
payment of stock options and restricted stock awards granted to that named
executive officer. However, the sum of any lump sum payments, the value of any
accelerated vesting of stock options and restricted stock awards, and the value
of any other benefits payable to the named executive officer, with the exception
of Mr. Cole, may not equal or exceed an amount that would constitute an “excess
parachute payment” (as defined in Section 280G of the Internal Revenue
Code).  With respect to Mr. Cole, such payment is due within 60 days
of December 31, 2009.





The following table quantifies the
estimated maximum amount of payments and benefits under our employment
agreements and agreements relating to awards granted under our equity incentive
and stock option plans to which the named executive officers would have been
entitled upon termination of employment if we had terminated their employment
without cause within twelve (12) months following a “change in control” of our
Company that (by assumption) occurred on December 31, 2009 and prior to the
expiration of any employment agreements.





Cash
                      Severance
                      Payment
                    
                    
                    Continuation of
                      Medical/Welfare
                      Benefits
                      (Present Value)
                    
                    
                    Present
                      Value of
                      Accelerated
                      Vesting of
                      Equity
                      Awards
                    
                    
                    Present
                      Value of
                      Accelerated
                      Payment of
                      Bonus
                    
                    
                    Total
                      Termination
                      BenefitsName
                    
                    ($)(1)
                    
                    
                    ($)
                    
                    
                    ($)(1)
                    
                    
                    ($)
                    
                    
                    ($)Neil Cole
                    
                    $
                    6,149,000
                    (2)
                    
                    $
                    39,741
                    
                    
                    $
                    3,805,802
                    
                    
                    $
                    -
                    
                    
                    $
                    9,994,543Warren
    Clamen
                    
                    
                    2,602,298
                    (3)
                    
                    
                    1,085
                    
                    
                    
                    81,838
                    
                    
                    
                    -
                    
                    
                    
                    2,685,221Andrew
    Tarshis
                    
                    
                    2,029,854
                    (4)
                    
                    
                    33,705
                    
                    
                    
                    81,838
                    
                    
                    
                    -
                    
                    
                    
                    2,145,397Yehuda
    Shmidman
                    
                    
                    2,202,906
                    (5)
                    
                    
                    33,705
                    
                    
                    
                    241,885
                    
                    
                    
                    -
                    
                    
                    
                    2,478,496David
    Blumberg
                    
                    
                    1,999,900
                    (6)
                    
                    
                    33,705
                    
                    
                    
                    583,595
                    
                    
                    
                    -
                    
                    
                    
                    2,617,200





(1)
            This amount represents the
      unrealized value of the unvested portion of the respective named executiveofficer’s restricted
      stock based upon the closing price of our common stock on December 31,
      2009.





(2)
            Payable within 60 days of
      termination.





(3)
            $745,205is payable within 30 days of
      termination. The difference is due within 15 days of
      termination





(4)
            $745,205is payable within 30 days of
      termination. The difference is due within 15 days of
      termination.





(5)
            $1,082,808is payable within 30 days of
      termination. The difference is due within 15 days of
      termination.





(6)
            $800,000is payable within 30 days of
      termination. The difference is due within 15 days of
      termination.


28




Director
Compensation




The
compensation committee determined that for each full year of service as a
director of our company during 2009, each non-employee member of the Board
would receive a cash payment of $40,000, payable 50% on or about each
January 1 and 50% on or about each July 1, and 4,000 restricted shares
of common stock vesting 100% on July 1 of each year. In addition, the
compensation committee determined that the audit committee chair would receive
an annual stipend of $15,000, and the chairs of the compensation committee and
nominating and governance committee would receive an annual stipend of $10,000,
each payable each July 1.




The
following table sets forth compensation information for 2009 for each member of
our Board of Directors who is not also an executive officer. An executive
officer who serves on our Board does not receive additional compensation for
serving on the Board. See Summary Compensation Table and Grants of Plan-Based
Awards Table for disclosures related to our Chairman of the Board, President and
Chief Executive Officer, Neil Cole.




Name
                  
                  Fees
                    Earned
                    orPaid
                    inCash
                    ($)
                  
                  
                  Stock
                    Awards
                    ($)(1)(2)
                  
                  
                  Option
                    Awards
                    ($)(2)
                  
                  
                  Non-Equity
                    IncentivePlan
                    Compensation
                    ($)
                  
                  
                  Changein
                    PensionValue
                    and Nonqualified
                    Deferred
                    Compensation
                    Earnings
                  
                  
                  AllOther
                    Compensation
                    ($)
                  
                  
                  Total
                    ($)Barry
      Emanuel
                  
                  
                  40,000
                  
                  
                  
                  38,240
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  78,240Steven
      Mendelow
                  
                  
                  55,000
                  
                  
                  
                  38,240
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  93,240Drew
      Cohen
                  
                  
                  50,000
                  
                  
                  
                  38,240
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  88,240F.
      Peter Cuneo
                  
                  
                  40,000
                  
                  
                  
                  38,240
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  78,240Mark
      Friedman
                  
                  
                  50,000
                  
                  
                  
                  38,240
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  88,240James
      A. Marcum
                  
                  
                  40,000
                  
                  
                  
                  38,240
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  78,240


(1)
                Represents
      the aggregate grant date fair value. See Note 6 to Notes to the
      Consolidated Financial Statements included in this Report for a discussion
      for the relevant assumptions used in calculating grant date fair
      value.
 (2)
                  At
      December 31, 2009 Mr. Marcum had 3,515 shares of restricted
      stock that had not vested. In addition, at December 31, 2009 our
      non-employee directors owned the following unexercised options - Drew
      Cohen 50,000; Barry Emanuel - 191,173; and Steven Mendelow -
      100,250.


Director Compensation for 2010.  For
2010, each non-employee member of the Board will receive an annual cash payment
of $50,000, payable 50% on or about January 1 and 50% on or about each
July 1, 2010 and an award of 7,776 restricted shares of our common stock
vesting on July 1, 2010.





Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters




The
following table presents information regarding beneficial ownership of our
common stock as April 19, 2010 by each of our directors and our named executive
officers, all of our executive officers and directors, as a group, and each
person known by us to beneficially hold more than five percent of our common
stock, based on information obtained from such persons.




Unless
indicated below, to our knowledge, the persons and entities named in the table
have sole voting and sole investment power with respect to all securities
beneficially owned, subject to community property laws where applicable. The
shares “beneficially owned” by a person are determined in accordance with the
definition of “beneficial ownership” set forth in the regulations of the SEC
and, accordingly, shares of our common stock underlying options, warrants,
restricted stock units and other convertible securities that are exercisable or
convertible within 60 days of April 19, 2010 and shares of our common stock
underlying restricted stock awards that vest within 60 days of April 19, 2010
are deemed to be beneficially owned by the person holding such securities and to
be outstanding for purposes of determining such holder’s percentage ownership.
The same securities may be beneficially owned by more than one
person.


29




Percentage
ownership is based on  72,184,712 shares of our common stock
outstanding as of  April 19, 2010.The address for each
beneficial owner, unless otherwise noted, is c/o Iconix Brand Group, Inc. at
1450 Broadway, New York, New York 10018.




Name and Address of Beneficial Owner
                    
                    Number of
                      Shares of
                      Common Stock
                      Beneficially
                      Owned
                    
                    
                    Percentage of Company’s
                      Outstanding Common
                      stock Beneficially OwnedNeil
      Cole
                    
                    
                    2,821,209
                    (1)
                    
                    
                    3.5
                    %Warren
      Clamen
                    
                    
                    135,877
                    (2)
                    
                    
                    *Andrew
      Tarshis
                    
                    
                    33,511
                    (3)
                    
                    
                    *Yehuda
      Shmidman
                    
                    
                    27,029
                    (4)
                    
                    
                    *David
      Blumberg
                    
                    
                    245,842
                    (5)
                    
                    
                    *Barry
      Emanuel
                    
                    
                    201,753
                    (6)
                    
                    
                    *Steven
      Mendelow
                    
                    
                    196,688
                    (7)
                    
                    
                    *Drew
      Cohen
                    
                    
                    67,382
                    (8)
                    
                    
                    *F.
      Peter Cuneo
                    
                    
                    112,000
                    
                    
                    
                    *Mark
      Friedman
                    
                    
                    26,364
                    
                    
                    
                    *James
      A. Marcum
                    
                    
                    18,544
                    
                    
                    
                    *Baron
      Capital Group, Inc.767
      Fifth AvenueNew
      York, NY 10153
                    
                    
                    3,750,000
                    (9)
                    
                    
                    5.2
                    %FMR
      LLC82
      Devonshire StreetBoston,
      MA 02109
                    
                    
                    10,738,131
                    (10)
                    
                    
                    14.9
                    %Black
      Rock Inc.40
      East 52nd
      StreetNew
      York, NY  10022
                    
                    
                    6,339,529
                    (11)
                    
                    
                    8.8
                    %Neuberger
      Berman Group LLCNeuberger
      Berman LLC605
      Third AvenueNew
      York, NY  10158
                    
                    
                    4,779,687
                    (12)
                    
                    
                    6.6
                    %All
      directors and executive officers as a group (11 persons)
                    
                    
                    3,886,199
                    (13)
                    
                    
                    5.2
                    %







(1)
            Includes
      (i) 2,210,366 shares of common stock issuable upon exercise of
      options (ii) 472,674 shares of common stock underlying restricted
      common stock units that have vested  but the delivery of which
      Mr. Cole has agreed to defer and (iii) 20,000 shares of common
      stock owned by Mr. Cole’s children. Does not include (i) shares
      held in Mr. Cole’s account under the Company’s 401(k) savings plan
      over which Mr. Cole has no current voting or investment power or
      (ii) 709,010 shares of common stock underlying restricted common
      stock units that have not vested, the delivery of which Mr. Cole has
      agreed to defer.


30


(2)
            Includes
      110,000 shares of common stock issuable upon exercise of options and 1,624
      shares underlying restricted stock awards that vest within 60 days
      of  April 19, 2010.


(3)
            Includes
      10,000 shares of common stock issuable upon exercise of options and 1,624
      shares underlying restricted stock awards that vest within 60 days
      of  April 19, 2010.


(4)
            Includes
      20,000 shares of common stock issuable upon exercise of options and 2,166
      shares underlying restricted stock awards that vest within 60 days of
      April 19, 2010.


(5)
            Includes
      (i) 30,000 shares of common stock issuable upon exercise of options owned
      by Mr. Blumberg, (ii) 190,000 shares of common stock issuable upon
      exercise of options owned by Blumberg Associates, LLC, and (iii) 16,000
      shares owned by Blumberg Associates, LLC.  Mr. Blumberg has
      voting and investment control over securities of the Company owned by
      Blumberg Associates, LLC.


(6)
            Includes
      191,173 shares of common stock issuable upon exercise of
      options.


(7)
            Includes
      100,250 shares of common stock issuable upon exercise of options and
      60,750 shares of common stock owned by C&P Associates, with which
      Mr. Mendelow and his wife are affiliated and over whose securities
      they exercise shared voting and investment
  control.


(8)
            Includes
      50,000 shares of common stock issuable upon exercise of
      options.


(9)
            Baron
      Capital Group, Inc. (“BCG”) is deemed to have beneficial ownership of
      these shares, which are held by BCG or entities that it controls. BCG and
      Ronald Baron disclaim beneficial ownership of the shares held by their
      controlled entities (or the investment advisory clients thereof) to the
      extent that persons other than BCG and Ronald Baron hold such shares.
      BAMCO, Inc. disclaims beneficial ownership of shares held by its
      investment advisory clients to the extent such shares are held by persons
      other than BAMCO, Inc. and its affiliates. The information provided is
      based upon Schedule 13G filed by BCG and its affiliates: Bamco, Inc.;
      Baron Small Cap Fund; and Ronald Baron, as amended on February 4,
      2010.


(10)
            According
      to an amendment to a Schedule 13G filed on February 16, 2010,
      Fidelity Management & Research Company, herein referred to as
      Fidelity, 82 Devonshire Street, Boston, Massachusetts 02109, a
      wholly-owned subsidiary of FMR LLC and an investment adviser registered
      under Section 203 of the Investment Advisers Act of 1940, at
      December 31, 2009 was the beneficial owner of  7,423,420
      shares of our common stock as a result of acting as investment adviser to
      various investment companies registered under Section 8 of the
      Investment Company Act of 1940. The number of shares of our common stock
      owned by the investment companies at December 31, 2009 included
      297,533 shares of common stock resulting from the assumed conversion of
      $8,200,000 principal amount of our 1.875% convertible senior subordinated
      notes (36.2845 shares of common stock for each $1,000 principal amount of
      convertible notes). Edward C. Johnson 3d and FMR LLC, through its control
      of Fidelity, and the funds each has sole power to dispose of the 7,423,420
      shares owned by the funds. Members of the family of Edward C. Johnson 3d,
      Chairman of FMR LLC, are the predominant owners, directly or through
      trusts, of Series B voting common shares of FMR LLC, representing 49% of
      the voting power of FMR LLC. The Johnson family group and all other Series
      B shareholders have entered into a shareholders’ voting agreement under
      which all Series B voting common shares will be voted in accordance with
      the majority vote of Series B voting common shares. Accordingly, through
      their ownership of voting common shares and the execution of the
      shareholders’ voting agreement, members of the Johnson family may be
      deemed, under the Investment Company Act of 1940, to form a controlling
      group with respect to FMR LLC. Neither FMR LLC nor Edward C. Johnson 3d,
      Chairman of FMR LLC, has the sole power to vote or direct the voting of
      the shares owned directly by the Fidelity Funds, which power resides with
      the Funds’ Boards of Trustees. Fidelity carries out the voting of the
      shares under written guidelines established by the Funds’ Boards of
      Trustees. Pyramis Global Advisors, LLC, herein referred to as PGALLC, 900
      Salem Street, Smithfield, RI, 02917, an indirect wholly-owned subsidiary
      of FMR LLC and an investment adviser registered under Section 203 of
      the Investment Advisers Act of 1940, is the beneficial owner of 189,310
      shares of our outstanding common stock as a result of its serving as
      investment adviser to institutional accounts, non-U.S. mutual funds, or
      investment companies registered under Section 8 of the Investment
      Company Act of 1940 owning such shares. Edward C. Johnson 3d and FMR LLC,
      through its control of PGALLC, each has sole dispositive power over 61,873
      shares and sole power to vote or to direct the voting of 189,310 shares of
      our common stock owned by the institutional accounts or funds advised by
      PGALLC as reported above. Pyramis Global Advisors Trust Company, herein
      referred to as PGATC, 900 Salem Street, Smithfield, RI, 02917, an indirect
      wholly-owned subsidiary of FMR LLC and a bank as defined in
      Section 3(a)(6) of the Securities Exchange Act of 1934, as amended,
      or Exchange Act, is the beneficial owner of 659,051 shares of our common
      stock as a result of its serving as investment manager of institutional
      accounts owning such shares.  Edward C. Johnson 3d and FMR LLC,
      through its control of PGATC, each has sole dispositive power over 659,051
      shares and sole power to vote or to direct the voting of 659,051 shares of
      our common stock owned by the institutional accounts managed by PGATC as
      reported above. FIL Limited, herein referred to as FIL, Pembroke Hall, 42
      Crow Lane, Hamilton, Bermuda, and various foreign-based subsidiaries
      provide investment advisory and management services to a number of
      non-U.S. investment companies and certain institutional investors. FIL,
      which is a qualified institution under section 240.13d-1(b)(1) (ii), is
      the beneficial owner of 2,466,350 shares of our common stock. The number
      of shares of our common stock owned by the institutional account(s) at
      December 31, 2009 included 754,717 shares of common stock resulting
      from the assumed conversion of $20,800,000 principal amount of our 1.875%
      convertible senior subordinated notes (36.2845 shares of common stock for
      each $1,000 principal amount of convertible
      note).   Partnerships controlled predominantly by members
      of the family of Edward C. Johnson 3d, Chairman of FMR LLC and FIL, or
      trusts for their benefit, own shares of FIL voting stock with the right to
      cast approximately 47% of the total votes which may be cast by all holders
      of FIL voting stock. FMR LLC and FIL are separate and independent
      corporate entities, and their Boards of Directors are generally composed
      of different individuals. FMR LLC and FIL are of the view that they are
      not acting as a “group” for purposes of Section 13(d) under the
      Exchange Act and that they are not otherwise required to attribute to each
      other the “beneficial ownership” of securities “beneficially owned” by the
      other corporation within the meaning of Rule 13d-3 promulgated under the
      Exchange Act. Therefore, they are of the view that the shares held by the
      other corporation need not be aggregated for purposes of
      Section 13(d). FMR LLC filed the amendment to the Schedule 13G on a
      voluntary basis as if all of the shares are beneficially owned by FMR LLC
      and FIL on a joint basis.


31


(11)
            On
      December 1, 2009, Black Rock, Inc. completed its acquisition of Barclays
      Global Investors, NA, herein referred to as Barclays
      Capital.  The reported amounts include shares of our common
      stock beneficially owned by Barclays Capital and certain of its
      affiliates. The information is based upon a Schedule 13G filed January 29,
      2010 by Black Rock, Inc.


(12)
            According
      to the Schedule 13G filed on February 17, 2010 by  Neuberger
      Berman Group LC and Neuberger Berman LLC, Neuberger Berman Group LLC may
      be deemed to be a beneficial owner of these securities for purposes of
      Rule 13d-3 because certain affiliated persons have shared power to retain
      or dispose of the securities of many unrelated clients. Neuberger Berman
      Group LLC or its affiliated persons do not, however, have any economic
      interest in the securities of those clients. The clients are the actual
      owners of the securities and have the sole right to receive and the power
      to direct the receipt of dividends from or proceeds from the sale of such
      securities. No one client has an interest of more than 5% of
      Iconix.


(13)
            Includes
      (i) 2,911,789 shares of common stock issuable upon exercise of options and
      (ii) 478,088 shares underlying restricted stock and restricted stock unit
      awards.




EQUITY
COMPENSATION PLAN INFORMATION




The
following table sets forth certain information with respect to all of the
Company’s equity compensation plans in effect as of December 31,
2009.





Plan Category
              
              Number of
                securities to be
                issued upon exercise
                of outstanding
                options, warrants
                and rights
                (a)
              
              
              Weighted-average
                exercise price of
                outstanding options,
                warrants and rights
                (b)
              
              
              Number of securities
                remaining available for
                issuance under equity
                compensation plans
                (excluding securities
                reflected in column (a))
                (c)Equity
      compensation plans approved by security holders:
              
              
              2,320,479
              
              
              $
              5.68
              
              
              
              2,250,651Equity
      compensation plans not approved by security holders::
      (1)
              
              
              1,060,500
              
              
              $
              5.24
              
              
              
              —Total
              
              
              3,380,979
              
              
              $
              5.54
              
              
              
              2,250,631





(1)
            Represents
      the aggregate number of shares of common stock issuable upon exercise of
      individual arrangements with option and warrant holders, including 460,500
      options issued under the terms of our 2001 Stock Option Plan. These
      options and warrants are up to three years in duration, expire at various
      dates through December 28, 2015, contain anti-dilution
      provisions providing for adjustments of the exercise price under certain
      circumstances and have termination provisions similar to options granted
      under stockholder approved plans. See Note 6 of Notes to the
      Consolidated Financial Statements included in this Report for a
      description of our stock option and stock incentive
  plans.





Item
13. Certain Relationships and Related Transactions, and Director
Independence




Pursuant
to its charter, our audit committee must review and approve, where appropriate,
all related party transactions.


32




Kenneth
Cole Productions, Inc.





On May 1,
2003, we granted Kenneth Cole Productions, Inc. the exclusive worldwide license
to design, manufacture, sell, distribute and market footwear under its Bongo
brand. The chief executive officer and chairman of Kenneth Cole Productions is
Kenneth Cole, who is the brother of Neil Cole, our chief executive officer and
president. During 2009, 2008 and 2007, we earned $0.3 million, $ $1.1 million
and $0.7 million in royalties from Kenneth Cole Productions, respectively. This
license expired by its terms on December 31, 2009.





The Candie’s Foundation





The
Candie's Foundation, a charitable foundation founded by Neil Cole for the
purpose of raising national awareness about the consequences of teenage
pregnancy, owed the Company $0.8 million and $0.8 million at December 31, 2009
and 2008, respectively. In February 2010, the Candie’s Foundation received a
contribution of approximately $0.7 million from a licensee of ours. The Candie's
Foundation intends to pay-off the entire borrowing from us during 2010, although
additional advances will be made as and when necessary.




Travel





We
recorded expenses of approximately $326,000 and $354,000 for 2009 and 2008,
respectively, for the hire and use of aircraft solely for business purposes
owned by a company in which the our chairman, chief executive officer and
president is the sole owner. We believe that all transactions were made on terms
and conditions no less favorable than those available in the marketplace from
unrelated parties. There were no such transactions in 2007.




Board Independence




Our Board has determined that Messrs. Cohen, Cuneo,
Emanuel, Friedman, Marcum and Mendelow are each an “independent
director”
under the applicable Listing Rules of NASDAQ.





Item
14. Principal Accounting Fees and Services.





Audit Fees. The aggregate fees
billed by BDO Seidman, LLP for professional services rendered for the audit of
the Company's annual financial statements for 2009 and 2008, internal controls
over financial reporting and the reviews of the financial statements included in
the Company's Forms 10-Q, comfort letter and consents related to SEC
registration statements and other capital raising activities for 2009
and 2008 totaled approximately $473,000 and $551,482, respectively.




Audit-Related Fees. 
There were approximately $265,650 and $72,900 aggregate fees billed by BDO
Seidman, LLP for assurance and related services that are reasonably related to
the performance of the audit or review of the Company's financial statements for
2009 and 2008, respectively, and that are not disclosed in the paragraph
captions "Audit Fees" above. The majority of the audit-related fees in 2009 were
related to the Company’s acquisitions; in 2008 these fees were related to the
audits of the financial statements of IP Holdings and Candie's
Foundation.




Tax Fees. The aggregate fees
billed by BDO Seidman, LLP for professional services rendered for tax
compliance, for 2009 and 2008, were approximately $55,000 and $78,000,
respectively. The aggregate fees billed by BDO Seidman, LLP for professional
services rendered for tax advice and tax planning, for 2009 and 2008, were $0
and $0, respectively.




All Other Fees. There were no
fees billed by BDO Seidman, LLP for products and services, other than the
services described in the paragraphs captions "Audit Fees", "Audit-Related
Fees", and "Tax Fees" above for 2009 and 2008.




The Audit
Committee has established its pre-approval policies and procedures, pursuant to
which the Audit Committee approved the foregoing audit services provided by BDO
Seidman, LLP in 2009. Consistent with the Audit Committee's responsibility
for engaging the Company's independent auditors, all audit and permitted
non-audit services require pre-approval by the Audit Committee. The full Audit
Committee approves proposed services and fee estimates for these services. The
Audit Committee chairperson or their designee has been designated by the Audit
Committee to approve any services arising during the year that were not
pre-approved by the Audit Committee. Services approved by the Audit Committee
chairperson are communicated to the full Audit Committee at its next regular
meeting and the Audit Committee reviews services and fees for the fiscal year at
each such meeting. Pursuant to these procedures, the Audit Committee approved
all the foregoing audit services and permissible non-audit services provided by
BDO Seidman, LLP.


33




PART
IV




Item 15. Exhibits, Financial
Statement Schedules





(a) Documents
included as part of this Annual Report




1. The
following consolidated financial statements are included in this Annual
Report:




- Report
of Independent Registered Public Accounting Firm




-
Consolidated Balance Sheets - December 31, 2009 and 2008




-
Consolidated Income Statements for the years ended December 31, 2009, 2008 and
2007




-
Consolidated Statements of Stockholders' Equity for the ended December 31, 2009,
2008 and 2007




-
Consolidated Statements of Cash Flows for the year ended December 31, 2009, 2008
and 2007




- Notes
to Consolidated Financial Statements




2. The
following financial statement schedules are included in this Annual
Report:




- Report
of Independent Registered Public Accounting Firm on Financial Statement
Schedule




-
Schedule for the year ended December 31, 2009, 2008 and 2007




-
Schedule II Valuation and qualifying accounts




All other
schedules for which provision is made in the applicable accounting regulation of
the Securities and Exchange Commission are not required under the related
instructions or are inapplicable and therefore have been omitted.




3. See
the Index to Exhibits for a list of exhibits filed as part of this Annual
Report.




(b) See
Item (a) 3 above.




(c) See
Item (a) 2 above.


34





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.




ICONIX
      BRAND GROUP, INC.Date:
      April 30, 2010
              By:
              /s/ Neil ColeNeil
      ColePresident
      and Chief Executive Officer/s/ Warren ClamenWarren
      ClamenExecutive
      Vice President andChief
      Financial Officer




35




Index
to Exhibits





Exhibit
                Numbers
              
              Description2.1
              
              Asset
      Purchase dated October 29, 2004 by and among B.E.M. Enterprise, Ltd.,
      Escada (USA) Inc., the Company and Badgley Mischka Licensing LLC
      (1)2.2
              
              Asset
      Purchase Agreement dated July 22, 2005 by and among the Company, Joe Boxer
      Company, LLC, Joe Boxer Licensing, LLC, JBC Canada Holdings, LLC, Joe
      Boxer Canada, LP, and William Sweedler, David Sweedler, Alan Rummelsburg,
      Joseph Sweedler and Arnold Suresky (2)2.3
              
              Asset
      Purchase Agreement dated September 16, 2005 by and among the Company,
      Rampage Licensing, LLC, Rampage.com, LLC, Rampage Clothing Company, Larry
      Hansel, Bridgette Hansel Andrews, Michelle Hansel, Paul Buxbaum and David
      Ellis (3)2.4
              
              Merger
      Agreement dated as of March 31, 2006 by and among the Company, Moss
      Acquisition Corp., Mossimo, Inc., and Mossimo Giannulli
  (4)2.5
              
              Asset
      Purchase Agreement dated as of March 31, 2006, between the Company and
      Mudd (USA) LLC (5)2.6
              
              Amendment
      dated April 11, 2006 to Asset Purchase Agreement dated as of March 31,
      2006 between the Company and Mudd (USA), LLC. (6)2.7
              
              Asset
      Purchase Agreement, dated as of August 21, 2006, between the Company and
      London Fog Group, Inc. (7)2.8
              
              Asset
      Purchase Agreement, dated as of October 31, 2006, between the Company, The
      Warnaco Group, Inc., and Ocean Pacific Apparel Corp. (including the forms
      of the Note and the Registration Rights Agreement)
(27)+2.9
              
              Assets
      Purchase Agreement dated as of February 21, 2007 by and among the Company,
      Danskin, Inc. and Danskin Now, Inc. (28)+**2.10
              
              Asset
      Purchase Agreement dated March 6, 2007 by and among the Company, Rocawear
      Licensing LLC, Arnold Bize, Shawn Carter and Naum Chernyavsky
      (29)+2.11
              
              Purchase
      and Sale Agreement, dated September 6, 2007, by and among the Company,
      Official Pillowtex LLC and the Sellers of interests in Official Pillowtex,
      LLC (“the Sellers”) (32)+2.12
              
              Asset
      Purchase Agreement dated November 15, 2007 by and among the Company,
      Exeter Brands Group LLC and NIKE, Inc. (34)+2.13
              
              Asset
      Purchase Agreement by and among NexCen Brands, Inc., NexCen Fixed Asset
      Company , LLC,   NexCen Brand Management, Inc., WV IP
      Holdings, LLC and  the Company dated September 29, 2008
      (39)+


36





Exhibit
                    Numbers
                  
                  Description2.14
                  
                  Contribution
      and Sale Agreement dated October 26, 2009  by and among the
      Registrant, IP Holder LLC, now known as IP Holdings Unltd LLC, Seth
      Gerszberg, Suchman LLC, Yakira, L.L.C., Ecko.Complex, LLC,  Zoo
      York LLC and Zoo York THC LLC. + (46)3.1
                  
                  Certificate
      of Incorporation, as amended (8)3.2
                  
                  Restated
      and Amended By-Laws (9)4.1
                  
                  Rights
      Agreement dated January 26, 2000 between the Company and Continental Stock
      Transfer and Trust Company (10)4.2
                  
                  Fifth
      Amended and Restated Indenture dated of August 28, 2006 by and between IP
      Holdings LLC, as issuer, and Wilmington Trust Company as Trustee
      (7)4.3
                  
                  Indenture,
      dated June 20, 2007 between the Company and The Bank of New York
      (31)4.4
                  
                  Registration
      Rights Agreement, dated June 20, 2007, by and among the Company, Merrill
      Lynch, Pierce, Fenner & Smith, Incorporated and Lehman Brothers Inc.
      (31)10.1
                  
                  1997
      Stock Option Plan of the Company (12)*10.2
                  
                  2000
      Stock Option Plan of the Company (13)*10.3
                  
                  2001
      Stock Option Plan of the Company (14)*10.4
                  
                  2002
      Stock Option Plan of the Company (15)*10.5
                  
                  Non
      -Employee Director Stock Incentive Plan (16)*10.6
                  
                  401(K)
      Savings Plan of the Company (17)10.7
                  
                  Employment
      Agreement between Neil Cole and the Company dated January 28, 2008
      (9)*10.8
                  
                  Membership
      Interest Purchase Agreement dated as of May 4, 2009 by and among
      theRegistrant, Donald Edward Hardy and Francesca Passalacqua, trustees of
      the Hardy/Passalacqua Family Revocable Trust and Donald Edward Hardy. +
      (47)10.9
                  
                  2009
      Equity Incentive Plan*(49)10.15
                  
                  Option
      Agreement of Neil Cole dated November 29, 1999 (17)*10.16
                  
                  Iconix
      Brand Group, Inc. 2006 Equity Incentive Plan and forms of options granted
      thereunder (37)*10.17
                  
                  Restricted
      Stock Agreement dated September 22, 2006 between the Company and Andrew
      Tarshis (24)*10.18
                  
                  Restricted
      Stock Agreement dated September 22, 2006 between the Company and Deborah
      Sorell Stehr
(24)*


37





Exhibit
                    Numbers
                  
                  Description10.19
                  
                  Form
      of Restricted Stock Agreement for officers under the Iconix Brand Group,
      Inc. 2006 Equity Incentive Plan (25)*10.20
                  
                  Form
      of Restricted Stock Agreement for Directors under the Iconix Brand Group,
      Inc. 2006 Equity Incentive Plan (25)*10.21
                  
                  8%
      Senior Subordinated Note due 2012 of the Company payable to Sweet
      Sportswear, LLC (20)10.22
                  
                  Letter
      Agreement dated October 29, 2004 among UCC Funding Corporation, Content
      Holdings, Inc., the Company and Badgley Mischka Licensing LLC
      (1)10.23
                  
                  Form
      of Option Agreement under the Company’s 1997 Stock Option Plan
      (18)*10.24
                  
                  Form
      of Option Agreement under the Company’s 2000 Stock Option Plan
      (18)*10.25
                  
                  Form
      of Option Agreement under the Company’s 2001 Stock Option Plan
      (18)*10.26
                  
                  Form
      of Option Agreement under the Company’s 2002 Stock Option Plan
      (18)*10.27
                  
                  Agreement
      dated June 2, 2006 among the Company, UCC Consulting, Content Holdings,
      James Haran and Robert D’Loren (44)10.28
                  
                  Common
      Stock Purchase Warrant issued to UCC Consulting Corporation
      (45)10.29
                  
                  Purchase
      and Sale Agreement dated June 2, 2006 by and among the Company, Content
      Holdings, Robert D’Loren, Seth Burroughs and Catherine Twist
      (44)10.30
                  
                  Loan
      and Security Agreement dated as of October 31, 2006 among Mossimo Holdings
      LLC, Mossimo Management LLC, and Merrill Lynch Mortgage Capital Inc., as
      agent and lender (11)+10.31
                  
                  Guaranty
      dated as of October 31, 2006 by the Company in favor of Merrill Lynch
      Mortgage Capital Inc., as agent (11)10.32
                  
                  Registration
      Rights Agreement dated as of March 9, 2007 by and between the Company and
      Danskin, Inc. (28)10.33
                  
                  Registration
      Rights Agreement dated March 30, 2007 by and between the Company and
      Rocawear Licensing LLC (29)10.34
                  
                  Amended
      and Restated Credit Agreement dated as of May 2, 2007 by and among the
      Company, Lehman Brothers Inc. as Arranger, and Lehman Commercial Paper
      Inc., as Lender, as Syndication Agent and as Administrative Agent
      (30)+10.35
                  
                  Guarantee
      and Collateral Agreement made by the Company and certain of its
      subsidiaries in favor of Lehman Commercial Paper Inc., as Administrative
      Agent (30)+10.36
                  
                  Purchase
      Agreement, dated June 14, 2007, by and among the Company, Merrill Lynch,
      Pierce, Fenner & Smith, Incorporated and Lehman Brothers Inc.
      (31)


38





Exhibit
                    Numbers
                  
                  Description10.37
                  
                  Letter
      Agreement Confirming OTC Convertible Note Hedge, dated June 19, 2007 among
      the Company, Merrill Lynch International and, solely in its capacity as
      agent thereunder, Merrill Lynch, Pierce, Fenner & Smith Incorporated
      (31)10.38
                  
                  Letter
      Agreement, Confirming OTC Convertible Note Hedge, dated June 19, 2007,
      among the Company, Lehman Brothers - OTC Derivatives Inc. and, solely in
      its capacity as agent thereunder, Lehman Brothers (31)10.39
                  
                  Letter
      Agreement, Confirming OTC Warrant transaction, dated June 19, 2007, among
      the Company, Merrill Lynch International and, solely in its capacity as
      agent thereunder, Merrill Lynch, Pierce, Fenner & Smith Incorporated
      (31)10.40
                  
                  Letter
      Agreement, Confirming OTC Warrant Transaction, dated June 19, 2007, among
      the Company, Lehman Brothers OTC Derivatives Inc. and, solely in its
      capacity as agent thereunder, Lehman Brothers (31)10.41
                  
                  Escrow
      Agreement dated September 6, 2007 by and between the Company, Ben Kraner,
      on behalf of the Sellers, as each Seller’s authorized attorney-in-fact,
      and U.S. Bank National Association, as escrow agent
(32)10.42
                  
                  Note
      and Security Agreement dated November 7, 2007 made by Artful Holdings, LLC
      in favor of the Company (33)10.43
                  
                  Restricted
      Stock Grant Agreement dated February 19, 2008 between the Company and Neil
      Cole (42)*10.44
                  
                  Restricted
      Stock Performance Unit Agreement dated February 19, 2008 between the
      Company and Neil Cole (42)*10.45
                  
                  Lease
      dated as of November 12, 2007 with respect to the Company’s Executive
      Offices (42)10.46
                  
                  Iconix
      Brand Group, Inc. Executive Incentive Bonus Plan (35)10.47
                  
                  Transition
      Services Agreement between the Company and David Conn
  (38)10.48
                  
                  Employment
      Agreement dated November 11, 2008 between the Company and Andrew Tarshis
      (40)*10.49
                  
                  Employment
      Agreement dated November 11, 2008 between the Company and
      Warren  Clamen (40)*10.50
                  
                  Agreement
      dated  May  2008 between the Company and Neil
      Cole.(36)*10.51
                  
                  Agreement
      dated December 24, 2008 between the Company and Neil Cole
      (41)*10.52
                  
                  Form
      of restricted stock agreement under the 2009 Equity Incentive Plan*
      (48)10.53
                  
                  Form
      of stock option agreement under the 2009 Equity Incentive Plan*
      (48)


39





Exhibit
                    Numbers
                  
                  Description10.54
                  
                  Restricted
      Stock Performance Unit Agreement with Neil Cole dated September 23, 2009*
      (48)10.55
                  
                  Restricted
      Stock Agreement with Warren Clamen dated September 22, 2009*
      (48)10.56
                  
                  Restricted
      Stock Agreement with Andrew Tarshis dated September 22, 2009*
      (48)10.57
                  
                  Employment
      Agreement dated November 17, 2009 between the Company and Yehuda Shmidman
      * ++10.58
                  
                  Employment
      Agreement dated February 26, 2009 between the Company and David Blumberg*
      ++10.59
                  
                  Restricted
      Stock Agreement with David Blumberg dated September 22,
      2009*++21
                  
                  Subsidiaries
      of the Company ++23
                  
                  Consent
      of BDO Seidman, LLP ++31.1
                  
                  Certification
      of Chief Executive Officer Pursuant To Rule 13a-14 Or 15d-14 Of The
      Securities Exchange Act Of 1934, As Adopted Pursuant To Section 302 Of The
      Sarbanes-Oxley Act Of 2002 +++31.2
                  
                  Certification
      of Principal Financial Officer Pursuant To Rule 13a-14 Or 15d-14 Of The
      Securities Exchange Act Of 1934, As Adopted Pursuant To Section 302 Of The
      Sarbanes-Oxley Act of 2002 +++32.1
                  
                  Certification
      of Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, As Adopted
      Pursuant To Section 906 Of The Sarbanes-Oxley Act of 2002
    ++32.2
                  
                  Certification
      of Principal Financial Officer Pursuant To 18 U.S.C. Section 1350, As
      Adopted pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002
      ++99.1
                  
                  Note
      Purchase Agreement by and among IP Holdings LLC, the Company and Mica
      Funding, LLC, dated April 11, 2006 (26)+99.2
                  
                  Note
      Purchase Agreement by and among IP Holdings LLC, the Company and Mica
      Funding, LLC, dated August 28, 2006 (7)+99.3
                  
                  Agreement
      for Creative Director Services dated as of October 31, 2006 by and among
      the Company, Mossimo, Inc. and Mossimo Giannulli
  (11)





(1)
            Filed
      as an exhibit to the Company's Quarterly Report on Form 10-Q for the
      quarter ended October 31, 2004 and incorporated by reference
      herein.





(2)
            Filed
      as an exhibit to the Company's Current Report on Form 8-K for the event
      dated July 22, 2005 and incorporated by reference
  herein.


40





(3)
            Filed
      as an exhibit to the Company's Current Report on Form 8-K for the event
      dated September 16, 2005 and incorporated by reference
    herein.





(4)
            Filed
      as an exhibit to the Company's Current Report on Form 8-K for the event
      dated March 31, 2006 (SEC accession No. 0000950117-06-001668) and
      incorporated by reference herein.





(5)
            Filed
      as an exhibit to the Company's Current Report on Form 8-K for the event
      dated March 31, 2006 (SEC accession No. 0000950117-06-001669) and
      incorporated by reference herein.





(6)
            Filed
      as an exhibit to the Company's Quarterly Report on Form 10-Q for the
      quarter ended June 30, 2006 and incorporated by reference
      herein.





(7)
            Filed
      as an exhibit filed to the Company's Current Report on Form 8-K for the
      event dated August 28, 2006 and incorporated by reference
      herein.





(8)
            Filed
      as an exhibit to the Company's Quarterly Report on Form 10-Q for the
      quarter ended September 30, 2007 and incorporated by reference
      herein.





(9)
            Filed
      as an exhibit to the Company’s Current Report on Form 8-K for the event
      dated January 28, 2008 and incorporated by reference
    herein.





(10)
            Filed
      as an exhibit to the Company’s Current Report on Form 8-K for the event
      dated January 26, 2000 and incorporated by reference
    herein.





(11)
            Filed
      as an exhibit to the Company’s Current Report on form 8-K for the event
      dated October 31, 2006 (SEC accession no. 0001144204-06-045497) and
      incorporated by reference herein.





(12)
            Filed
      as an exhibit to the Company’s Quarterly Report on Form 10-Q for the
      quarter ended October 31, 1997 and incorporated by reference
      herein.





(13)
            Filed
      as Exhibit A to the Company’s definitive Proxy Statement dated July 18,
      2000 as filed on Schedule 14A and incorporated by reference
      herein.





(14)
            Filed
      as an exhibit to the Company’s Annual Report on Form 10-K for the year
      ended January 31, 2002 and incorporated by reference
    herein.





(15)
            Filed
      as Exhibit B to the Company’s definitive proxy statement dated May 28,
      2002 as filed on Schedule 14A and incorporated by reference
      herein.





(16)
            Filed
      as Appendix B to the Company’s definitive Proxy Statement dated July 2,
      2001 as filed on Schedule 14A and incorporated by reference
      herein.





(17)
            Filed
      as an exhibit to the Company’s Annual Report on Form 10-K for the year
      ended January 31, 2003 and incorporated by reference
    herein.





(18)
            Filed
      as an exhibit to the Company’s Transition Report on Form 10-K for the
      transition period from February 1, 2004 to December 31, 2004 and
      incorporated by reference herein.





(19)
            Intentionally
      omitted.





(20)
            Filed
      as an exhibit to the Company’s Quarterly Report on Form 10-Q for the
      quarter ended October 31, 2002 and incorporated by reference
      herein.


41





(21)
            Intentionally
      omitted.





(22)
            Intentionally
      omitted.





(23)
            Intentionally
      omitted.





(24)
            Filed
      as an exhibit to the Company's Current Report on Form 8-K for the event
      dated September 22, 2006 and incorporated by reference
    herein.





(25)
            Filed
      as an exhibit to the Company's Quarterly Report on Form 10-Q for the
      quarter ended September 30, 2006 and incorporated by reference
      herein.





(26)
            Filed
      as an exhibit to the Company's Current Report on Form 8-K for the event
      dated April 11, 2006 and incorporated by reference
  herein.





(27)
            Filed
      as an exhibit to the Company's Current Report on Form 8-K for the event
      dated October 31, 2006 (SEC accession no. 0001144204-06-0455507) and
      incorporated by reference herein.





(28)
            Filed
      as an exhibit to the Company's Current Report on Form 8-K for the event
      dated March 9, 2007 and incorporated by reference
  herein.





(29)
            Filed
      as an exhibit to the Company's Current Report on Form 8-K for the event
      dated March 30, 2007 and incorporated by reference
  herein.





(30)
            Filed
      as an exhibit to the Company's Current Report on Form 8-K for the event
      dated May 1, 2007 and incorporated by reference
  herein.





(31)
            Filed
      as an exhibit to the Company's Current Report on Form 8-K for the event
      dated June 14, 2007 and incorporated by reference
  herein.





(32)
            Filed
      as an exhibit to the Company's Current Report on Form 8-K for the event
      dated October 3, 2007 and incorporated by reference
  herein.





(33)
            Filed
      as an exhibit to the Company's Current Report on Form 8-K for the event
      dated November 7, 2007 and incorporated by reference
    herein.





(34)
            Filed
      as an exhibit to the Company's Current Report on Form 8-K for the event
      dated December 17, 2007 and incorporated by reference
    herein.





(35)
            Filed
      as Annex B to the Company’s Definitive Proxy Statement on Schedule 14A
      filed with the SEC on April 7, 2008 and incorporated by reference
      herein.





(36)
            Filed
      as an exhibit to the Company’s Quarterly Report on Form 10-Q for the
      quarter ended June 30, 2008 and incorporated by reference
      herein.





(37)
            Filed
      as an exhibit to the Company’s Current Report on Form 8-K for the event
      dated July 31, 2008 and incorporated by reference
  herein.





(38)
            Filed
      as an exhibit to the Company’s Current Report on Form 8-K for the event
      dated August 13, 2008 and incorporated by reference
  herein.


42





(39)
            Filed
      as an exhibit to the Company’s Current Report on Form 8-K for the event
      dated September 29, 2008 and incorporated by reference
    herein.





(40)
            Filed
      as an exhibit to the Company’s Current Report on Form 8-K for the event
      dated November 11, 2008 and incorporated by reference
    herein.





(41)
            Filed
      as an exhibit to the Company’s Current Report on Form 8-K for the event
      dated December 24, 2008 and incorporated by reference
    herein.





(42)
            Filed
      as an exhibit to the Company’s Annual Report on Form 10-K for the period
      ended December 31, 2007 and incorporated by reference
    herein.





(43)
            Intentionally
      omitted.





(44)
            Filed
      as an exhibit to the Company’s Current Report on Form 8-K for the event
      dated June 2, 2006 and incorporated by reference
  herein.





(45)
            Filed
      as an exhibit to the Company’s Quarterly Report on Form 10-Q for the
      quarter ended June 30, 2005 and incorporated by reference
      herein.





(46)
            Filed
      as an exhibit to the Company’s Current Report on Form 8-K for the event
      dated October 30, 2009 and incorporated herein by
    reference.





(47)
            Filed
      as an exhibit to the Company’s Current Report on Form 8-K for the event
      dated May 4, 2009 and incorporated herein by
  reference.





(48)
            Filed
      as an exhibit to the Company’s Quarterly Report on Form 10-Q for the
      quarter ended September 30, 2009 and incorporated herein by
      reference.





(49)
            Filed
      as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A
      filed with the SEC on June 29, 2009 and incorporated by reference
      herein.





* Denotes
management compensation plan or arrangement





+
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. Iconix Brand Group, Inc. hereby undertakes to furnish
supplementally to the Securities and Exchange Commission copies of any of the
omitted schedules and exhibits upon request by the Securities and Exchange
Commission.




**
Portions of this document have been omitted and were filed separately with the
Securities and Exchange Commission pursuant to a request for confidential
treatment, which was granted under Rule 24b-2 of the Securities Exchange
Act of 1934.





++ Filed
with the Original Filing





+++ Filed
herewith.


43