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Exhibit 10.8
ICONIX BRAND GROUP, INC.
RESTRICTED STOCK AGREEMENT
To: _______________
Date of Award: _________
You are hereby awarded, effective as of the date
hereof, ___ shares (the "Shares") of common stock, $.001 par value
("Common Stock"), of Iconix Brand Group, Inc., a Delaware
corporation (the "Company"), pursuant to the Company’s 2006
Equity Incentive Plan (the "Plan"), subject to certain restrictions
specified below in Restrictions and Forfeiture. (While subject to the Restrictions, this Agreement refers to
the Shares as "Restricted Shares" . )
During the period commencing on the Award Date
and terminating on ______ (the "Restricted Period"), except as
otherwise provided herein, the Shares may not be sold, assigned,
transferred, pledged, or otherwise encumbered and are subject to
forfeiture (the "Restrictions").
Except as set forth below, the Restricted Period
with respect to the Shares will lapse in accordance with the
vesting schedule set forth below (the "Vesting Schedule"). Subject
to the restrictions set forth in the Plan, the Administrator (as
defined in the Plan) shall have the authority, in its discretion,
to accelerate the time at which any or all of the Restrictions
shall lapse with respect to any Shares subject thereto, or to
remove any or all of such Restrictions, whenever the Administrator
may determine that such action is appropriate by reason of changes
in applicable tax or other laws, or other changes in circumstances
occurring after the commencement of the Restricted
Period.
In addition to the terms, conditions, and
restrictions set forth in the Plan, the following terms,
conditions, and restrictions apply to the Restricted
Shares:
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Restrictions and Forfeiture
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You may not sell, assign, pledge, encumber, or
otherwise transfer any interest in the Restricted Shares until the
dates set forth in the Vesting Schedule, at which point the
Restricted Shares will be referred to as " Vested.
"
If your membership on the Board is terminated,
your unvested Restricted Shares will be forfeited.
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Page 1 of 10
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Vesting Schedule
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Assuming you provide Continuous Service (as
defined herein) as a member of the Board of the Company or an
Affiliate of the Company, all Restrictions will lapse on the
Restricted Shares on the Vesting date or Vesting dates set forth in
the schedule below for the applicable grant of Restricted Shares
and they will become Vested.
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Vesting Schedule
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Vesting Date
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Number of Restricted Shares that Vest
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[DATE]
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__ Restricted Shares
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[DATE]
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___ Restricted Shares
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Change in Control
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In the event of a Change in Control (as defined
in the Plan), all of the Restricted Shares shall thereupon become
fully vested.
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Continuous Service
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"Continuous Service," as used herein, means the
absence of any interruption or termination of your service as a
member of the Board.
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Page 2 of 10
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Share Certificates
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The Company will either issue a certificate (or
certificates) in your name or establish with the transfer agent for
its common stock an account evidencing your ownership with respect
to the Shares, and will hold such certificate (or certificates) on
deposit for your account until the expiration of the Restricted
Period with respect to the Shares represented thereby. Such
certificate (or certificates) will contain the following
restrictive legend:
"The transferability of this certificate and the
shares of stock represented hereby are subject to the terms and
conditions (including forfeiture) contained in the 2006 Equity
Incentive Plan of the Company, copies of which are on file in the
office of the Secretary of the Company."
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Additional Conditions to Issuance of Stock
Certificates
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You will not receive the certificates
representing the Restricted Shares unless and until the Company has
received a stock power or stock powers in favor of the Company
executed by you.
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Cash Dividends
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Cash dividends, if any, paid on the Restricted
Shares shall be held by the Company for your account and paid to
you upon the expiration of the Restricted Period, except as
otherwise determined by the Administrator. All such withheld
dividends shall not earn interest, except as otherwise determined
by the Administrator. You will not receive withheld
cash dividends on any Restricted Shares which are forfeited and all
such cash dividends shall be forfeited along with the Restricted
Shares which are forfeited.
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Tax Withholding
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Unless you make an election under Section 83(b)
of the Internal Revenue Code of 1986, as amended (the "Code"), and
pay taxes in accordance with that election, you will be taxed on
the Shares as they become Vested and must arrange to pay the taxes
on this income. If the Administrator so determines, arrangements
for paying the taxes may include your surrendering Shares that
otherwise would be released to you upon becoming Vested or your
surrendering Shares you already own. The fair market value of the
Shares you surrender, determined as of the date when taxes
otherwise would have been withheld in cash, will be applied as a
credit against the withholding taxes.
The Company shall have the right to withhold from your
compensation an amount sufficient to fulfill its or its
Affiliate’s obligations for any applicable withholding and
employment taxes. Alternatively, the Company may require you to pay
to the Company the amount of any taxes which the Company is
required to withhold with respect to the Shares, or, in lieu
thereof, to retain or sell without notice a sufficient number of
Shares to cover the amount required to be withheld. The Company may
withhold from any cash dividends paid on the Restricted Shares an
amount sufficient to cover taxes owed as a result of the dividend
payment. The Company’s method of satisfying its withholding
obligations shall be solely in the discretion of the Administrator,
subject to applicable federal, state, local and foreign laws. The
Company shall have a lien and security interest in the Shares and
any accumulated dividends to secure your obligations
hereunder.
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Page 3 of 10
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Tax Representations
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You hereby represent and warrant to the Company
as follows:
(a) You have
reviewed with your own tax advisors the federal, state, local and
foreign tax consequences of this investment and the transactions
contemplated by this Agreement. You are relying solely on such
advisors and not on any statements or representations of the
Company or any of its Employees or agents.
(b) You understand
that you (and not the Company) shall be responsible for your own
tax liability that may arise as a result of this investment or the
transactions contemplated by this Agreement. You understand that
Section 83 of the Code taxes (as ordinary income) the fair market
value of the Shares as of the date any "restrictions" on the Shares
lapse. To the extent that an award hereunder is not otherwise an
exempt transaction for purposes of Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), with respect to
officers, directors and 10% shareholders subject to Section 16 of
the 1934 Act, a "restriction" on the Shares includes for these
purposes the period after the award of the Shares during which such
officers, directors and 10% shareholders could be subject to suit
under Section 16(b) of the 1934 Act. Alternatively, you understand
that you may elect to be taxed at the time the Shares are awarded
rather than when the restrictions on the Shares lapse, or the
Section 16(b) period expires, by filing an election under Section
83(b) of the Code with the Internal Revenue Service within thirty
(30) days from the date of the award.
YOU HEREBY ACKNOWLEDGE THAT IT IS YOUR SOLE
RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE
ELECTION AVAILABLE TO YOU UNDER SECTION 83(B) OF THE CODE, EVEN IF
YOU REQUEST THAT THE COMPANY OR ITS REPRESENTATIVES MAKE THIS
FILING ON YOUR BEHALF.
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Securities Law Representations
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The following two paragraphs shall be applicable
if, on the date of issuance of the Restricted Shares, no
registration statement and current prospectus under the Securities
Act of 1933, as amended (the "1933 Act"), covers the Shares, and
shall continue to be applicable for so long as such registration
has not occurred and such current prospectus is not
available:
(a) You hereby
agree, warrant and represent that you
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