Employment Agreement

AGREEMENT

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

WITNESSETH:

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

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

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

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

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

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

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

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

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