0001193125-13-062905 Sample Contracts

ICONIX BRAND GROUP, INC. PERFORMANCE STOCK UNIT AGREEMENT
Performance Stock Unit Agreement • February 15th, 2013 • Iconix Brand Group, Inc. • Footwear, (no rubber) • Delaware

This Award is made pursuant to Section 3.3 of the Amendment entered into February 15, 2013 to be effective as of February 1, 2013 (the “Amendment”) to the Employment Agreement (“Employment Agreement”) entered into between you and the Company as of March 5, 2012. Pursuant to Sections 12(b) and 12(f) of the Plan, for purposes of this Award, the term “Cause” shall be as defined in the Employment Agreement. Defined terms that are not otherwise defined in the Plan or this Award, are as defined in the Employment Agreement or the Amendment, as the case may be. This Award is intended to comply with the terms of the Amendment and the terms of the Plan, and in the event of any inconsistency between the terms of the Amendment and the terms of the Plan, the terms of the Plan shall control.

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 15th, 2013 • Iconix Brand Group, Inc. • Footwear, (no rubber)

This Amendment (the “Amendment”) entered into February 15, 2013 to be effective as of February 1, 2013 (the “Effective Date”) hereby amends certain provisions of the Employment Agreement entered into as of March 5, 2012 (the “Original Agreement”), by and between Iconix Brand Group, Inc., a Delaware corporation (the “Company”), and David Blumberg (“Employee” and together with the Company, the “parties”).

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