Exhibit 10.1

EXECUTION COPY

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of February 18, 2016, by and between Iconix Brand Group, Inc., a Delaware corporation (the “Company”), and John N. Haugh (the “Executive”).

WITNESSETH

WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, pursuant to the terms as provided herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive hereby agree as follows:

1. Engagement of Executive; Duties.   From the Commencement Date, as defined below, through and including March 31, 2016, the Executive shall have the title of President of the Company. Commencing on April 1, 2016 and for the remainder of the Term (as defined in Section 3 below), the Executive shall have the titles of Chief Executive Officer and President of the Company, and shall have the authorities, duties and responsibilities customarily exercised by an individual serving in these positions in a corporation of the size and nature of the Company and such other authorities, duties and responsibilities as may be from time to time delegated to him by the Board of Directors of the Company (the “Board”). The Executive shall faithfully and diligently discharge his duties hereunder and use his best efforts to implement the policies established by the Board from time to time. The Executive shall report to the Board. The Executive shall be elected to the Board effective on the Commencement Date (as defined in Section 3 below) and during the Term, at each annual meeting of the Company’s stockholders, the Company shall nominate the Executive for election, and the Board shall recommend the election of the Executive, by the Company’s stockholders as a Director, subject to the approval of such nomination by the Company’s Nominating and Governance Committee. The Executive shall comply with Company policies in effect from time to time and about which he has notice, including, without limitation, policies relating to stock ownership guidelines, clawback provisions, hedging and pledging of securities and insider trading.

2. Time.   The Executive shall devote substantially all of his professional time to the business affairs of the Company; provided, however, that nothing in this Agreement shall preclude the Executive from devoting a reasonable amount of time required for serving as a director or member of a committee of the public corporation and of the not-for-profit corporation on the boards of directors of which Executive currently sits or such other organization or corporation in lieu of one thereof that the Board may approve, such approval not to be unreasonably withheld, it being agreed that it would be reasonable to withhold approval if, without limitation, such corporation or organization competes with the Company or if Executive’s service for such corporation or organization otherwise creates, or could create, a conflict of interest with the business of the Company.

3. Term. The Executive’s engagement shall commence effective on February 23, 2016 (the “Commencement Date”) and shall continue until February 23, 2019 (the “Initial Term”), unless

extended or earlier terminated, as provided in this Agreement. Unless written notice of non-renewal is provided by either party to the other party at least one hundred twenty (120) days prior to the end of the Initial Term or ninety (90) days prior to the end of any Extension Term, this Agreement shall automatically be renewed for consecutive one year terms (each, an “Extension Term”; the Initial Term as renewed by each Extension Term shall be referred to herein as the “Term”), provided that no automatic renewal of an Extension Term shall occur after the year in which Executive reaches the age of 65.

4. Compensation.

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5. Termination of Employment.

(1) Death . The Executive’s employment under this Agreement shall terminate upon his death.

(2) Disability . If the Executive suffers a Disability (as defined below in this sub-section (2)), the Company may terminate the Executive’s employment under this Agreement upon thirty (30) days prior written notice; provided that the Executive has not returned to full time performance

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of his essential duties during such thirty (30) day period. For purposes hereof, “Disability” shall mean the Executive’s inability to perform his essential duties and responsibilities hereunder, with or without reasonable accommodation, due to any physical or mental illness or incapacity, which condition either (i) has continued for a period of 180 days (including weekends and holidays) in any consecutive 365-day period, or (ii) is projected by the Board in good faith after consulting with a doctor selected by the Company and consented to by the Executive (or, in the event of the Executive’s incapacity, his legal representative), such consent not to be unreasonably withheld or delayed, that the condition is likely to continue for a period of at least six (6) consecutive months from its commencement; provided, however, a Disability will be deemed to occur only to the extent it meets the requirements of a disability under Code Section 409A, as defined in Section 8(a) below, to the extent required to avoid the adverse tax consequences thereunder.

(3) Good Reason . The Executive may terminate his employment under this Agreement for Good Reason at any time on or prior to the 120 ^th day after the occurrence of any of the Good Reason events set forth in the following sentence. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without the Executive’s consent:

provided , however , that, within ninety (90) days of any such events having occurred, the Executive shall have provided the Company with written notice that such events have occurred and afforded the Company thirty (30) days to cure same. The parties agree that a termination for Good Reason shall be treated as an involuntary separation under Code Section 409A (as hereinafter defined in Section 8(a) below).

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(4) Without Good Reason . The Executive may voluntarily terminate his employment under this Agreement without Good Reason upon written notice by the Executive to the Company at least sixty (60) days prior to the effective date of such termination (which termination the Company may, in its sole discretion, make effective earlier than the date set forth in the Notice of Termination (as hereinafter defined in sub-section (b) below) and, for the avoidance of doubt, the exercise of such discretion shall not be treated as a termination without “Cause.”).

(5) Cause . The Company may terminate the Executive’s employment under this Agreement at any time for Cause. Termination for “Cause” shall mean termination of the Executive’s employment because of the occurrence of any of the following as determined by the Board:

For purposes of this Section 5(a)(5), no act, or failure to act, on the part of the Executive shall be considered to have been “willfully” performed or omitted, unless done, or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company (including reputationally).

(6) Without Cause . Following the Commencement Date, the Company may terminate the Executive’s employment under this Agreement without Cause immediately upon written notice by the Company to the Executive.

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For purposes of this Agreement, a “Change in Control” shall mean any of the following (provided that any such event also constitutes a change in control event for purposes of Section 409A of the Code, to the extent required to avoid the adverse tax consequences thereunder):

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6. Confidentiality; Non-Competition; Non-Solicitation; Non-Disparagement; Cooperation  

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7. Indemnification . The Company shall indemnify, defend and hold harmless the Executive against any and all expenses reasonably incurred by him in connection with or arising out of (a) the defense of any action, suit or proceeding in which he is a party, or (b) any claim asserted or threatened against him, in either case by reason of or relating to his being or having been an employee, officer or director of the Company, whether or not he continues to be such an employee, officer or director at the time of incurring such expenses, except insofar as such indemnification is prohibited by law. Such expenses shall include, without limitation, the fees and disbursements of attorneys, amounts of judgments and amounts of any settlements, provided that such expenses are agreed to in advance by the Company. The foregoing indemnification obligation is independent of any similar obligation provided in the Company’s Certificate of Incorporation or Bylaws, and shall apply with respect to any matters attributable to periods prior to the date of this Agreement, and to matters attributable to Executive’s employment hereunder, without regard to when asserted. The Company shall include the Executive in the directors and officers liability insurance policy provided for other directors and officers of the Company, at the

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Company’s expense. Notwithstanding the foregoing, nothing contained in this Agreement shall constitute an indemnification by the Company of the Executive for any liability to third parties arising from his allegedly not being permitted to be employed by the Company, contractually or otherwise, and Executive hereby represents to the Company that no such prohibition exists.

8. Section 409A of the Code.

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9. Section 280G of the Code .

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10. Miscellaneous.

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11. Notices. All notices relating to this Agreement shall be in writing and shall be either personally delivered, sent by telecopy (receipt confirmed) or mailed by certified mail, return receipt requested, to be delivered at such address as is indicated below, or at such other address or to the attention of such other person as the recipient has specified by prior written notice to the sending party. Notice shall be effective when so personally delivered, one business day after being sent by telecopy or five days after being mailed.

To the Company:

Iconix Brand Group, Inc.

1450 Broadway, 3 ^rd Floor

New York, New York 10018

Attention: Mark Friedman, Chairman, Compensation Committee

With a copy in the same manner to:

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Blank Rome LLP

405 Lexington Avenue

New York, New York 10174

Attention: Robert J. Mittman, Esq.

To the Executive:

John N. Haugh

[Executive’s most recent address as reflected in Company records.]

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IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the 18 ^th day of February, 2016.

EXHIBIT A

ICONIX BRAND GROUP, INC.

MAKE-WHOLE INDUCEMENT RESTRICTED STOCK UNIT AGREEMENT

To:    John N. Haugh

 Date of Award: February 23, 2016

You are hereby awarded (the “Award”), effective as of the date hereof,             restricted stock units (“Units or RSUs”, as the case may be) each of which shall represent the right to receive one share (the “Share”) of common stock, $.001 par value (“Common Stock”), of Iconix Brand Group, Inc., a Delaware corporation (the “Company”), subject to the vesting restrictions specified below (the “Vesting”).

This Award is made pursuant to Section 4(d) of the Employment Agreement dated as of February 18, 2016 (“Employment Agreement”), between you and the Company to be effective February 23, 2016. Defined terms that are not otherwise defined in this Award, are as defined in the Employment Agreement. This Award is intended to comply with the terms of the Employment Agreement.

During the period commencing on the Award date and terminating on February 22, 2019, except as otherwise provided herein, the Units may not be sold, assigned, transferred, pledged, or otherwise encumbered and are subject to forfeiture as provided herein.

Vesting

The RSUs shall vest in three annual installments as follows:         RSUs shall vest in three equal annual installments of             RSUs each, on February 22, 2017, February 22, 2018 and February 22, 2019 (each a “Time Vesting Date”), subject to your continuous employment with the Company through each Time Vesting Date.

Notwithstanding the foregoing, in the event of a termination of your employment with the Company prior to any Time Vesting Date (other than as set forth in the preceding paragraph), your then unvested RSUs as of the Date of Termination shall be forfeited, provided that (a) if Termination is upon Death or Disability, as defined in Section 5(a)(2) of the Employment Agreement, the then remaining unvested RSUs shall immediately become vested, (b) if Termination is by the Company without Cause or by you for Good Reason within 12 months after a Change in Control (as defined, for the purposes of this Award, in Section 5(d)(iii) of the Employment Agreement), the then remaining unvested RSUs shall immediately become vested, and (c) if Termination is by the Company without Cause or by you for Good Reason and no Change in Control shall have occurred, the then remaining unvested RSUs shall continue to vest on the Time Vesting Dates, provided that you continue to be in compliance with the provisions of Section 6 of the Employment Agreement on such respective Time Vesting Dates.

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Payment

Except as set forth below, any vested portion of the RSUs shall be distributed to you, or your successors and assigns, as the case may be, in shares of Common Stock within 15 days after the applicable Time Vesting Date. Notwithstanding the foregoing, (i) any RSUs that vest by reason of your Death or Disability shall be distributed in shares of Common Stock to you or your estate, as the case may be, 30 days after the Date of Termination; and (ii) to the extent that the RSUs become vested by reason of termination of your employment without Cause or for Good Reason within 12 months after a Change in Control, such RSUs shall be payable in shares of Common Stock as provided in, and subject to, Sections 4(d) and 8 of the Employment Agreement.

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Please sign the Acknowledgement attached to this Make-Whole Inducement Restricted Stock Unit Agreement and return it to the Company’s Secretary, thereby indicating your understanding of and agreement with its terms and conditions.

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ACKNOWLEDGMENT

I hereby represent that I have read and understood the terms and conditions of the Make-Whole Inducement Restricted Stock Unit Agreement. I hereby signify my understanding of, and my agreement with, the terms and conditions of the Make-Whole Inducement Restricted Stock Unit Agreement. I accept this Make-Whole Inducement Restricted Stock Unit Agreement in full satisfaction of any previous written or oral promise made to me by the Company or any of its Affiliates with respect to Make-Whole Inducement RSUs.

EXHIBIT B

ICONIX BRAND GROUP, INC.

EMPLOYMENT INDUCEMENT AWARD

PERFORMANCE STOCK UNIT AGREEMENT

To: John N. Haugh

Date of Award: February 23, 2016

You are hereby awarded (the “Award”), effective as of the date hereof,             performance stock units (“Units or PSUs”, as the case may be) each of which shall represent the right to receive one share (the “Share”) of common stock $.001 par value (“Common Stock”), of Iconix Brand Group, Inc., a Delaware corporation (the “Company”), pursuant to the Company’s Amended and Restated 2009 Equity Incentive Plan, as amended effective October 10, 2015 (the “Plan”), subject to certain vesting restrictions specified below (the “Vesting”).

This Award is made pursuant to Section 4(e) of the Employment Agreement dated as of February 18, 2016 (“Employment Agreement”), entered into between you and the Company to be effective February 23, 2016. Pursuant to Sections 12(a) 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. This Award is intended to comply with the terms of the Employment Agreement and the terms of the Plan, and in the event of any inconsistency between the terms of the Employment Agreement and the terms of the Plan, the terms of the Plan shall control.

During the period commencing on the Award date and terminating on February 22, 2019, except as otherwise provided herein, the Units may not be sold, assigned, transferred, pledged, or otherwise encumbered and are subject to forfeiture as provided herein.

Vesting

The PSUs shall be performance based and shall vest at the end of the Performance Period based on the achievement of the performance goal as described on Exhibit X attached hereto (“Exhibit X”), and upon certification of achievement by the Compensation Committee.

Upon a Change in Control, as defined in the Employment Agreement, the unvested PSUs shall be converted to a number of Restricted Stock Units equal to the number of Shares that would have vested on the date of the Change in Control based on the performance goals described in Exhibit X if the date of the Change in Control had been the last date of the Performance Period, and such Restricted Stock Units shall vest on the last date of the Performance Period, subject to your continued employment until the last day of the Performance Period and provided you are in continued compliance with the provisions of Section 6 of the Employment Agreement.

Notwithstanding the foregoing, (i) in the event of a termination of your employment by the company without Cause or by you with Good Reason (as defined in Section 5(a)(3) of the

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Employment Agreement) (other than under the circumstances set forth in clause (ii) of this paragraph) you shall remain eligible to receive the pro rata number of PSUs, based on the percentage of the Performance Period during which you were employed, provided the performance goals are met on the date of termination as if the date of termination had been the last date of the Performance Period, such pro rata number of PSUs to vest at the end of the Performance Period, provided you are in continued compliance with the provisions of Section 6 of the Employment Agreement and (ii) in the event of a termination of your employment by the company without Cause or by you with Good Reason within 12 months after a Change in Control, the Restricted Stock Units into which the PSUs shall have converted pursuant to the preceding paragraph shall immediately vest on the Date of Termination, as defined in the Employment Agreement, and the shares covered thereby shall be distributed to you within thirty (30) days of the Date of Termination.

Except as provided in the preceding paragraph, in the event of a termination of your employment with the Company for any reason or for no reason prior to February 22, 2019, your then remaining unvested PSUs granted hereunder shall be forfeited and of no further force or effect.

Payment

Other than as provided in the immediately preceding Section as to conditions and timing of distribution of Common Stock with respect to PSUs vesting as a result of a termination of your employment and Section 8 of the Employment Agreement with regard to equity distributed as a result of your incurring a Separation from Service as an employee of the Company, any vested portion of the PSUs shall be distributed to you in shares of Common Stock on March 15 following the end of the Performance Period based upon a determination that the Company achieved the performance goal for the Performance Period.

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Please sign the Acknowledgement attached to this Employment Inducement Award Performance Stock Unit Agreement and return it to the Company’s Secretary, thereby indicating your understanding of and agreement with its terms and conditions.

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ACKNOWLEDGMENT

I hereby acknowledge receipt of a copy of the Plan. I hereby represent that I have read and understood the terms and conditions of the Plan and of the Employment Inducement Award Performance Stock Unit Agreement. I hereby signify my understanding of, and my agreement with, the terms and conditions of the Plan and of the Employment Inducement Award Performance Stock Unit Agreement. I agree to accept as binding, conclusive, and final all decisions or interpretations of the Administrator concerning any questions arising under the Plan with respect to this Employment Inducement Award Performance Stock Unit Agreement. I accept this Employment Inducement Award Performance Stock Unit Agreement in full satisfaction of any previous written or oral promise made to me by the Company or any of its Affiliates with respect to Employment Inducement Award PSUs.

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EXHIBIT X

PSU Performance Goals for Inducement Award pursuant to Employment Agreement

1.    Performance goals established for purposes of the grant of the PSUs are intended to be “performance-based” under Section 162(m) of the Code and constitute a “Performance Measure” as set forth in the Amended and Restated 2009 Equity Plan (the “2009 Equity Plan”).

2.    Except as expressly provided in the Employment Agreement, the performance goals for the Performance Period (as defined below) shall be based on the Company’s relative total shareholder return (“TSR”) percentile for the Performance Period.

3.    Unvested PSUs shall be earned if the Company ranks in the following TSR percentiles for the Performance Period:

There shall be interpolation on a straight-line basis (i.e., linearly interpolated) between 35% and 50% and between 50% and 75% achievement.

4.    The number of PSUs earned during the Performance Period shall vest at the end of the Performance Period.

5.    PSUs that are not earned on or before February 22, 2019 shall automatically be forfeited.

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“Beginning Price” means, with respect to the Company and any other Comparative Group member, the average of the closing market prices of such company’s common stock on the principal exchange on which such stock is traded for the twenty (20) consecutive trading days ending with the last trading day before the beginning of the Performance Period. For the purpose of determining Beginning Price, the value of dividends and other distributions shall be determined by treating them as reinvested in additional shares of stock at the closing market price on the ex-dividend date.

“ Comparative Group ” means the Company and each other company included on Annex A attached hereto, provided that, except as provided below, the common stock (or similar equity security) of such company is continually listed or traded on a national securities exchange from the first day of the Performance Period through the last trading day of the Performance Period. In the event a member of the Comparative Group files for bankruptcy or liquidates due to an insolvency or is delisted due to failure to meet the national securities exchange’s minimum market capitalization requirement, such company shall continue to be treated as a Comparative Group member, and such company’s Ending Price will be treated as $0 if the common stock (or similar equity security) of such company is no longer listed or traded on a national securities exchange on the last trading day of the Performance Period (and if multiple members of the Comparative Group file for bankruptcy or liquidate due to an insolvency or are delisted, such members shall be ranked in order of when such bankruptcy or liquidation occurs, with earlier bankruptcies/liquidations/delistings ranking lower than later bankruptcies/liquidations/ delistings). In the event of a formation of a new parent company by a Comparative Group member, substantially all of the assets and liabilities of which consist immediately after the transaction of the equity interests in the original Comparative Group member or the assets and liabilities of such Comparative Group member immediately prior to the transaction, such new parent company shall be substituted for the Comparative Group member to the extent (and for such period of time) as its common stock (or similar equity securities) are listed or traded on a national securities exchange but the common stock (or similar equity securities) of the original Comparative Group member are not. In the event of a merger or other business combination of two Comparative Group members (including, without limitation, the acquisition of one Comparative Group member, or all or substantially all of its assets, by another Comparative Group member), the surviving, resulting or successor entity, as the case may be, shall continue to be treated as a member of the Comparative Group, provided that the common stock (or similar equity security) of such entity is listed or traded on a national securities exchange through the last trading day of the Performance Period. With respect to the preceding two sentences, the applicable stock prices shall be equitably and proportionately adjusted to the extent (if any) necessary to preserve the intended incentives of the awards and mitigate the impact of the transaction.

“Ending Price” means, with respect to the Company and any other Comparative Group member, the average of the closing market prices of such company’s common stock on the principal exchange on which such stock is traded for the twenty (20) consecutive trading days ending on the last trading day of the Performance Period. For the purpose of determining Ending Price, the value of dividends and other distributions shall be determined by treating them as reinvested in additional shares of stock at the closing market price on the ex-dividend date.

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“ Performance Period ” means the period from February 23, 2016 through February 22, 2019.

“ Performance Vesting Date ” means February 22, 2019. Actual vesting shall occur upon certification of achievement of the performance goals by the Compensation Committee.

“ Total Shareholder Return ” or “TSR” shall be determined with respect to the Company and any other Comparative Group member by dividing: (a) the sum of (i) the difference obtained by subtracting the applicable Beginning Price from the applicable Ending Price plus (ii) all dividends and other distributions on the respective shares with an ex-dividend date that falls during the Performance Period by (b) the applicable Beginning Price. Any non-cash distributions shall be valued at fair market value. For the purpose of determining TSR, the value of dividends and other distributions shall be determined by treating them as reinvested in additional shares of stock at the closing market price on the date of distribution.

“ TSR Percentile Rank ” means the percentile ranking of the Company’s TSR among the TSRs for the Comparative Group members for the Performance Period. TSR Percentile Rank is determined by ordering the Comparative Group members (plus the Company if the Company is not one of the Comparative Group members) from highest to lowest based on TSR for the relevant Performance Period and counting down from the company with the highest TSR (ranked first) to the Company’s position on the list. If two companies are ranked equally, the ranking of the next company shall account for the tie, so that if one company is ranked first, and two companies are tied for second, the next company is ranked fourth. In determining the Company’s TSR Percentile Rank for the Performance Period, in the event that the Company’s TSR for the Performance Period is equal to the TSR(s) of one or more other Comparative Group members for that same period, the Company’s TSR Percentile Rank ranking will be determined by ranking the Company’s TSR for that period as being greater than such other Comparative Group members. After this ranking, the TSR Percentile Rank will be calculated using the following formula, rounded to the nearest whole percentile by application of regular rounding:

“N” represents the number of Comparative Group members for the Performance Period (plus the Company if the Company is not one of the Comparative Group).

“R” represents the Company’s ranking among the Comparative Group members (plus the Company if the Company is not one of the Comparative Group members).

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To the extent any provision contained herein creates impermissible discretion under Section 162(m) of the Code, such provision will be of no force or effect.

The issuance and vesting of the PSUs shall be subject to the Company’s Recoupment Policy, as in effect from time to time.

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EXHIBIT C

Form of General Release and Waiver

THIS GENERAL RELEASE AND WAIVER (this “ Release ”) is entered into effective as of                     , 20        , by John N. Haugh (the “ Executive ”) in favor of Iconix Brand Group, Inc. (the “ Company ”). Capitalized terms appearing, but not defined, in this Release shall have the meaning ascribed to such terms in the Employment Agreement entered into between the Company and the Executive on February 18, 2016 and effective as of the Commencement Date, as defined therein (the “Employment Agreement”).

1. Confirmation of Termination . The Executive’s employment with the Company is terminated as of                     , 20         (the “ Termination Date ”). The Executive acknowledges that the Termination Date is the termination date of his employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through the Company, except to the extent provided under the Employment Agreement or such other written agreement between the parties. The Executive acknowledges and agrees that the Company shall not have any obligation to rehire the Executive, nor shall the Company have any obligation to consider him for employment, after the Termination Date. The Executive agrees that he will not seek employment with the Company at any time in the future.

2. Resignation . Effective as of the Termination Date, the Executive hereby resigns as an officer and, if applicable, director of the Company and any of its affiliates and from any such positions held with any other entities at the direction or request of the Company or any of its affiliates. The Executive agrees to promptly execute and deliver such other documents as the Company shall reasonably request to evidence such resignations. In addition, the Executive hereby agrees and acknowledges that the Termination Date shall be the date of his termination from all other offices, positions, trusteeships, committee memberships and fiduciary capacities held with, or on behalf of, the Company or any of its affiliates.

3. Termination Benefits . Assuming that the Executive executes this Release and does not revoke it within the time specified in Section 10 below, then, subject to Section 9 below, the Executive will be entitled to the [payments and benefits (subject to taxes and all applicable withholding requirements) set forth under Section [ 5(d)(ii) ] [ 5(d)(iii) ] of the Employment Agreement, and] [the distribution with respect to the equity awards set forth under Section [ 5(d)(ii) ] [ 5(d)(iii) ] of the Employment Agreement] (the “Termination Benefits”). Notwithstanding anything herein to the contrary, the Amounts and Benefits shall not be conditioned on Executive’s execution of this Release. The Executive acknowledges and agrees that the Termination Benefits exceed any payment, benefit, or other thing of value to which the Executive might otherwise be entitled under any policy, plan or procedure of the Company and/or any agreement between the Executive and the Company.

4. General Release and Waiver . In consideration of the Termination Benefits, and for other good and valuable consideration, receipt of which is hereby acknowledged, the Executive for himself and for his heirs, executors, administrators, trustees, legal representatives and assigns (collectively, the “ Releasors ”), hereby releases, remises, and acquits the Company and its affiliates and all of their respective past, present and future parent

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entities, subsidiaries, divisions, affiliates and related business entities, any of their successors and assigns, assets, employee benefit plans or funds, and any of their respective past and/or present directors, officers, fiduciaries, agents, trustees, administrators, managers, supervisors, shareholders, investors, employees, legal representatives, agents, counsel and assigns, whether acting on behalf of the Company or its affiliates or, in their individual capacities (collectively, the “ Releasees ” and each a “ Releasee ”) from any and all claims, known or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date of this Release and any and all liability which any such Releasee may have to the Executive, whether denominated claims, demands, causes of action, obligations, damages or liabilities arising from any and all bases, however denominated, including but not limited to (a) any claim under the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act of 1964, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1866, the Equal Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974, (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), the Sarbanes-Oxley Act of 2002, all as amended; (b) any claim under the New York State Human Rights Law, New York City Human Rights Law, New York Equal Pay Law and N.Y. Lab. Law, Sections 201-c (adoptive parent leave) and 740 (whistle blower statute), all as amended; (c) any claim under any other Federal, state, or local law and any workers’ compensation or disability claims under any such laws; and (d) any claim for attorneys’ fees, costs, disbursements and/or the like. This Release includes, without limitation, any and all claims arising from or relating to the Executive’s employment relationship with Company and his service relationship as an officer or director of the Company, or as a result of the termination of such relationships. The Executive further agrees that the Executive will not file or permit to be filed on the Executive’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Release, this Release is not intended to interfere with the Executive’s right to file a charge with the Equal Employment Opportunity Commission (“ EEOC ”) in connection with any claim he believes he may have against any Releasee. However, by executing this Release, the Executive hereby waives the right to recover in any proceeding the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on the Executive’s behalf. This Release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or punitive damages. This Release shall not apply to (i) the obligation of the Company to provide the Executive with the Amounts and Benefits and the Termination Benefits and any provision relating thereto under the Employment Agreement; (ii) the Executive’s rights to indemnification from the Company or rights to be covered under any applicable insurance policy with respect to any liability the Executive incurred or might incur as an employee, officer or director of the Company including, without limitation, the Executive’s rights under Sections 4 and 7 of the Employment Agreement; or (iii) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Executive, on the one hand, and Company or any other Releasee, on the other hand, are jointly liable.

5. Continuing Covenants . The Executive acknowledges and agrees that he remains subject to the provisions of Section 6 of the Employment Agreement which shall remain

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in full force and effect for the periods set forth therein. The Company acknowledges and agrees that the Company remains subject to the provisions of Section 7 of the Employment Agreement, which shall remain in full force and effect according to the terms set forth therein.

6. No Admission; No Claims; No Knowledge of Illegal Action . This Release does not constitute an admission of liability or wrongdoing of any kind by Executive, the Company or any other Releasee. This Release is not intended, and shall not be construed, as an admission that Executive or any Releasee has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever against any Releasor. The Executive confirms that no claim, charge or complaint against the Company or any other Releasee brought by him exists before any federal, state, or local court or administrative agency. The Executive represents and warrants that he has no knowledge of any improper or illegal actions or omissions by the Company that he has not disclosed to the Company, nor does he know of any basis, that he has not disclosed to the Company, on which any third party or governmental entity could reasonably assert such a claim. This expressly includes any and all conduct that potentially could give rise to claims under the Sarbanes-Oxley Act of 2002.

7. Heirs and Assigns . The terms of this Release shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns.

8. Miscellaneous . This Release will be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflicts of law. If any provision of this Release is held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall have no effect; however, the remaining provisions will be enforced to the maximum extent possible. The parties acknowledge and agree that, except as otherwise set forth herein, this Release constitutes the complete understanding between the parties with regard to the matters set forth herein and, except as otherwise set forth herein, supersede any and all agreements, understandings, and discussions, whether written or oral, between the parties. No other promises or agreements are binding unless in writing and signed by each of the parties after the Release Effective Date (as defined below). Should any provision of this Release require interpretation or construction, it is agreed by the parties that the entity interpreting or constructing this Release shall not apply a presumption against one party by reason of the rule of construction that a document is to be construed more strictly against the party who prepared the document.

9. Knowing and Voluntary Waiver . The Executive acknowledges that he: (a) has carefully read this Release in its entirety; (b) has had an opportunity to consider it for at least [twenty-one (21) or forty-five (45) days, whichever is applicable under applicable law]; (c) is hereby advised by the Company in writing to consult with an attorney of his choosing in connection with this Release; (d) fully understands the significance of all of the terms and conditions of this Release and has discussed them with his independent legal counsel, or had a reasonable opportunity to do so; (e) has had answered to his satisfaction any questions he has asked with regard to the meaning and significance of any of the provisions of this Release and has not relied on any statements or explanations made by any Releasee or their counsel; (f) understands that he has seven (7) days in which to revoke this Release (as described in Section 10) after signing it and (g) is signing this Release voluntarily and of his own free will and agrees to abide by all the terms and conditions contained herein.

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10. Effective Time of Release . The Executive may accept this Release by signing it and returning it to Iconix Brand Group, Inc., 1450 Broadway, 4 ^th Floor, New York, New York, Attention: [●] within [twenty-one (21)] [forty-five (45)] days of his receipt of the same. After executing this Release, the Executive will have seven (7) days (the “ Revocation Period ”) to revoke this Release by indicating his desire to do so in writing delivered to [●] at the address above (or by fax at [●]) by no later than 5:00 p.m. EST on the seventh (7th) day after the date he signs this Agreement. The effective date of this Agreement shall be the eight (8 ^th ) day after the Executive signs this Agreement (the “ Release Effective Date ”). If the last day of the Revocation Period falls on a Saturday, Sunday or holiday, the last day of the Revocation Period will be deemed to be the next business day. If the Executive does not execute this Release or exercises his right to revoke hereunder, he shall forfeit his right to receive any of the Termination Benefits, and to the extent such Termination Benefits have already been provided, the Executive agrees that he will immediately reimburse the Company for the amounts of such payment.

IN WITNESS WHEREOF, the Company and the Executive have duly executed this Release as of the date first set forth above.

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EXHIBIT 10.2

EXECUTION COPY

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT , dated as of February 24, 2016 (the “Effective Date”), by and between Iconix Brand Group, Inc., a Delaware corporation (the “Company”), and David Blumberg (“Executive”).

WITNESSETH

WHEREAS , the Company desires to employ Executive, and Executive desires to be employed by the Company, pursuant to the terms as provided herein;

NOW, THEREFORE , in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive hereby agree as follows:

1. Engagement of Executive; Duties. During the Term (as hereinafter defined in Section 3 below), Executive shall have the title of Executive Vice President, Chief Strategy Officer, and shall have the authority, duties and responsibilities customarily exercised by an individual serving in this position in a corporation of the size and nature of the Company and such other authority, duties and responsibilities as may be from time to time delegated to him by the Chief Executive Officer of the Company consistent with his position, title and responsibilities. In addition, Executive will serve as the head of the Company’s incubator investments group, subject to his service in such role being approved by the Company’s Board of Directors (the “Board”). Executive shall faithfully and diligently discharge his duties hereunder and use his best efforts to implement the policies established and made known to him by the Company. Executive shall report directly to the Chief Executive Officer of the Company.

2. Time. Throughout the Term, Executive shall devote substantially all of his professional time to the business affairs of the Company, provided that nothing contained herein shall be deemed to restrict Executive from engaging in charitable, civic or community activities and/or from overseeing and directing his personal, financial and legal affairs. In addition to the foregoing exceptions, Executive will also have the right at any time during the Term to serve on the board of directors of up to two (2) other corporations, trade associations and/or charitable organizations approved by the Board, such approval not to be unreasonably withheld. For purposes of clarification, a reasonable amount of time spent serving on boards will not be counted toward vacation time.

3. Term. The term (“Term”) of this Agreement shall commence as of the Effective Date and shall continue unless terminated in accordance with the provisions of this Agreement. The Company and Executive hereby acknowledge that Executive is an “at will” employee and that his employment is for no definite period and may be terminated at any time by the Company or by Executive as set forth in Section 5.

4. Compensation.

5. Termination of Employment.

(1)  Death . Executive’s employment under this Agreement shall terminate upon his death.

(2)  Disability . If Executive suffers a Disability (as defined below in this sub-section (2)), the Company may terminate Executive’s employment upon not less than thirty (30) days prior written notice; provided that Executive has not returned to full time performance of his duties during such thirty (30) day period. For purposes hereof, “Disability” shall mean Executive’s inability to perform his duties and responsibilities hereunder, with or without reasonable accommodation, due to any physical or mental illness or incapacity, which condition either (i) has continued for a period of one hundred eighty (180) days (including weekends and holidays)

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in any consecutive 365-day period, or (ii) is projected by the Board in good faith after consulting with a doctor selected by the Company and consented to by Executive (or, in the event of Executive’s incapacity, his legal representative), such consent not to be unreasonably withheld, that the condition is likely to continue for a period of at least six (6) consecutive months from its commencement.

(3)  Good Reason . Executive may terminate his employment under this Agreement for Good Reason at any time on or prior to the one hundred twentieth (120 ^th ) day after the occurrence of any of the Good Reason events set forth in the following sentence. For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without Executive’s consent:

provided , however , that, within ninety (90) days of any such events having occurred, Executive shall have provided the Company with written notice that such events have occurred and afforded the Company thirty (30) days to cure same. The parties agree that a termination for Good Reason shall be treated as an involuntary separation under Code Section 409A (as hereinafter defined in Section 9(a) below); provided , however , that in the event it is finally determined that any taxes are due and payable in connection with the receipt of consideration by Executive in connection with such termination, then Executive agrees to pay any taxes, penalties and interest that may arise in connection therewith, and shall indemnify and hold harmless the Company from any taxes, penalties and interest that result therefrom.

(4)  Without Good Reason . Executive may voluntarily terminate his employment under this Agreement at any time without Good Reason upon written notice by Executive to the Company at least twenty (20) business days prior to the effective date of such termination (which termination the Company may, in its sole discretion, make effective earlier than the date set forth in the Notice of Termination (as hereinafter defined in sub-section (b) below)).

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(5) Cause . The Company may terminate Executive’s employment under this Agreement at any time for Cause. Termination for “Cause” shall mean termination of Executive’s employment because of the occurrence of any of the following events as determined by the Board in good faith:

For purposes of this Section 5(a)(5), no act, or failure to act, on the part of Executive shall be considered “willful,” unless done, or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company (including reputationally).

(6) Without Cause . The Company may terminate Executive’s employment under this Agreement without Cause immediately upon written notice by the Company to Executive.

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For purposes of this Agreement, a “Change in Control” shall mean any of the following:

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6. Confidentiality . Executive shall not divulge to anyone, either during or at any time after the Term, any information constituting a trade secret or other confidential information acquired by him concerning the Company, any subsidiary or other affiliate of the Company, except in the performance of his duties hereunder, including but not limited to its licensees, revenues, business systems and processes (“Confidential Information”). Executive acknowledges that any Confidential Information is of great value to the Company, and upon the termination of his employment, Executive shall redeliver to the Company all Confidential Information and other related data in his possession.

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7. Noncompetition; Nonsolicitation.

(1) During the period commencing on the date hereof and ending twelve (12) months after the Date of Termination (the “Non-Compete Term”), Executive shall not, directly or indirectly, make any direct or indirect investment (excluding investments in a publicly traded entity not to exceed two percent (2%)) or acquisition (by assignment, purchase, merger or otherwise), or be an officer, manager, employee, consultant, advisor or similar role in any Competing Entity. For the purposes of this Agreement, the term “Competing Entity” shall mean Sequential Brands Group, NexCen Brands, The Cherokee Group and/or any entity or business that is principally engaged in the licensing of intellectual property, or that is actively engaged in a business that the Company is actively engaged in or has plans to engage in (of which Executive has knowledge) as of the Date of Termination, provided that a Competing Entity shall not include any private equity fund, venture capital fund, hedge fund, commercial bank or investment bank so long as Executive is not advising or otherwise working on matters relating to the licensing of intellectual property for or on behalf of such entity or any of its portfolio companies or investments (other than working on matters relating to the licensing of intellectual property that is only incidentally related to Executive’s other responsibilities for such entity or any of its portfolio companies or investments).

(2) Executive shall not, during the Non-Compete Term, directly or indirectly, take any action which constitutes an interference with or a disruption of any of the Company’s or any of its subsidiaries’ business activities including, without limitation, (x) the solicitation of the Company’s or any subsidiary’s licensors or licensees in a manner that is reasonably likely to interfere with or disrupt the Company’s relationship with any such licensor or licensee, or (y) the solicitation of any persons listed on the personnel lists of the Company or any subsidiary or other affiliate on the Date of Termination.

(3) For purposes of clarification, but not of limitation, Executive hereby acknowledges and agrees that he shall be prohibited from, during the Non-Compete Term, directly or indirectly, hiring, offering to hire, enticing, soliciting or in any other manner persuading or attempting to persuade any officer, employee or agent of the Company or any subsidiary of the Company or any supplier, lessor, lessee, licensor, licensee or customer of the Company or any of its subsidiaries (but only such persons or entities existing during the time of Executive’s employment by the Company or any subsidiary, or at the Date of Termination), to discontinue or alter his, her or its relationship with the Company or any subsidiary.

(4) Without intending to limit the remedies available to the Company, Executive acknowledges that a breach of any of the covenants contained in Section 6 and in this Section 7 may result in material and irreparable injury to the Company, or its affiliates or subsidiaries, for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat the Company shall be entitled to seek a temporary restraining order and/or a preliminary or permanent injunction restraining Executive from engaging in activities prohibited by Section 6 and by this Section 7 or such other relief as may be required specifically to enforce any of the covenants in Section 6 and in this Section 7. If for any reason it is held that the restrictions under this Section 7 are not reasonable or that consideration therefor is inadequate, such restrictions shall be interpreted or modified to include as much of the duration and scope identified in this Section 7 as will render such restrictions valid and enforceable.

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8. Indemnification . The Company shall indemnify and hold harmless Executive against any and all expenses reasonably incurred by him in connection with or arising out of (a) the defense of any action, suit or proceeding in which he is a party, or (b) any claim asserted or threatened against him, in either case by reason of or relating to his being or having been an employee, officer or director of the Company, whether or not he continues to be such an employee, officer or director at the time of incurring such expenses, except insofar as such indemnification is prohibited by law. Such expenses shall include, without limitation, the fees and disbursements of attorneys, amounts of judgments and amounts of any settlements, provided that such expenses are agreed to in advance by the Company. The foregoing indemnification obligation is independent of any similar obligation provided in the Company’s Certificate of Incorporation or Bylaws, and shall apply with respect to any matters attributable to periods prior to the date of this Agreement, and to matters attributable to Executive’s employment hereunder, without regard to when asserted.

9. Section 409A of the Code.

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10. Miscellaneous.

11. Notices. All notices relating to this Agreement shall be in writing and shall be either personally delivered, sent by telecopy (receipt confirmed) or mailed by certified mail, return receipt requested, to be delivered at such address as is indicated below, or at such other address or to the attention of such other person as the recipient has specified by prior written notice to the sending party. Notice shall be effective when so personally delivered, one business day after being sent by telecopy or five days after being mailed.

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To the Company:

Iconix Brand Group, Inc.

1450 Broadway, 3 ^rd Floor

New York, New York 10018

Attention: Peter Cuneo, Interim Chief Executive Officer

With a copy in the same manner to:

Blank Rome LLP

405 Lexington Avenue

New York, New York 10174

Attention: Robert J. Mittman, Esq.

To Executive:

David Blumberg

32 Alpine Road

Greenwich, CT 06830

With a copy in the same manner to:

Berkowitz, Trager & Trager, LLC

747 Third Avenue, 23 ^rd Floor

New York, New York 10017

Attention: Steven T. Gersh, Esq.

IN WITNESS WHEREOF , the parties hereto have executed this Employment Agreement as of the 24 ^th day of February, 2016.

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EXHIBIT A

Form of General Release and Waiver

THIS GENERAL RELEASE AND WAIVER (this “ Release ”) is entered into effective as of                     , 20    , by David Blumberg (the “ Executive ”) in favor of Iconix Brand Group, Inc. (the “ Company ”). Capitalized terms appearing, but not defined, in this Release shall have the meaning ascribed to such terms in the Employment Agreement entered into between the Company and the Executive on February 24, 2016 (the “Employment Agreement”).

1.  Confirmation of Termination . The Executive’s employment with the Company is terminated as of                     , 20     (the “ Termination Date ”). The Executive acknowledges that the Termination Date is the termination date of his employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through the Company. The Executive acknowledges and agrees that the Company shall not have any obligation to rehire the Executive, nor shall the Company have any obligation to consider him for employment, after the Termination Date. The Executive agrees that he will not seek employment with the Company at any time in the future.

2.  Resignation . Effective as of the Termination Date, the Executive hereby resigns as an officer and, if applicable, director of the Company and any of its affiliates and from any such positions held with any other entities at the direction or request of the Company or any of its affiliates. The Executive agrees to promptly execute and deliver such other documents as the Company shall reasonably request to evidence such resignations. In addition, the Executive hereby agrees and acknowledges that the Termination Date shall be the date of his termination from all other offices, positions, trusteeships, committee memberships and fiduciary capacities held with, or on behalf of, the Company or any of its affiliates.

3.  Termination Benefits . Assuming that the Executive executes this Release and does not revoke it within the time specified in Section 10 below, then, subject to Section 9 below, the Executive will be entitled to the payments and benefits (subject to taxes and all applicable withholding requirements) set forth under Section 5(d) of the Employment Agreement (the “Termination Benefits”). Notwithstanding anything herein to the contrary, the Amounts and Benefits shall not be conditioned on Executive’s execution of this Release. The Executive acknowledges and agrees that the Termination Benefits exceed any payment, benefit or other thing of value to which the Executive might otherwise be entitled under any policy, plan or procedure of the Company and/or any agreement between the Executive and the Company.

4.  General Release and Waiver . In consideration of the Termination Benefits, and for other good and valuable consideration, receipt of which is hereby acknowledged, the Executive for himself and for his heirs, executors, administrators, trustees, legal representatives and assigns (collectively, the “ Releasors ”), hereby releases, remises and acquits the Company and its affiliates and all of their respective past, present and future parent entities, subsidiaries, divisions and affiliates, any of their successors and assigns, assets, employee benefit plans or funds, and any of their respective past and/or present directors, officers, fiduciaries, agents, trustees, administrators, managers, supervisors, shareholders,

investors, employees, legal representatives, agents, counsel and assigns, whether acting on behalf of the Company or its affiliates or in their individual capacities (collectively, the “ Releasees ” and each a “ Releasee ”), from any and all claims, known or unknown, which the Releasors have or may have against any Releasee arising on or prior to the date of this Release and any and all liability which any such Releasee may have to the Executive, whether denominated claims, demands, causes of action, obligations, damages or liabilities arising from any and all bases, however denominated, including but not limited to: (a) any claim under the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Civil Rights Act of 1964, the Civil Rights Act of 1991, Section 1981 of the Civil Rights Act of 1866, the Equal Pay Act, the Immigration Reform and Control Act of 1986, the Employee Retirement Income Security Act of 1974 (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company, subject to the terms and conditions of such plan and applicable law), the Sarbanes-Oxley Act of 2002, all as amended; (b) any claim under the New York State Human Rights Law, New York City Human Rights Law, New York Equal Pay Law and N.Y. Lab. Law, Sections 201-c (adoptive parent leave) and 740 (whistle blower statute), all as amended; (c) any claim under any other Federal, state or local law and any workers’ compensation or disability claims under any such laws; and (d) any claim for attorneys’ fees, costs, disbursements and/or the like. This Release includes, without limitation, any and all claims arising from or relating to the Executive’s employment relationship with Company and his service relationship as an officer or director of the Company, or as a result of the termination of such relationships. The Executive further agrees that the Executive will not file or permit to be filed on the Executive’s behalf any such claim. Notwithstanding the preceding sentence or any other provision of this Release, this Release is not intended to interfere with the Executive’s right to file a charge with the Equal Employment Opportunity Commission (“ EEOC ”) in connection with any claim he believes he may have against any Releasee. However, by executing this Release, the Executive hereby waives the right to recover in any proceeding the Executive may bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC or any state human rights commission on the Executive’s behalf. This Release is for any relief, no matter how denominated, including, but not limited to, injunctive relief, wages, back pay, front pay, compensatory damages, or punitive damages. This Release shall not apply to: (i) the obligation of the Company to provide the Executive with the Amounts and Benefits and the Termination Benefits and any provision relating thereto under the Employment Agreement; (ii) the Executive’s rights to indemnification from the Company or rights to be covered under any applicable insurance policy with respect to any liability the Executive incurred or might incur as an employee, officer or director of the Company including, without limitation, the Executive’s rights under Section 8 of the Employment Agreement; or (iii) any right the Executive may have to obtain contribution as permitted by law in the event of entry of judgment against the Executive as a result of any act or failure to act for which the Executive, on the one hand, and Company or any other Releasee, on the other hand, are jointly liable.

5.  Continuing Covenants . The Executive acknowledges and agrees that he remains subject to the provisions of Sections 6 and 7 of the Employment Agreement which shall remain in full force and effect for the periods set forth therein.

6.  No Admission; No Claims; No Knowledge of Illegal Action . This Release does not constitute an admission of liability or wrongdoing of any kind by the Executive, the

Company or any other Releasee. This Release is not intended, and shall not be construed, as an admission that the Executive or any Releasee has violated any Federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever against any Releasor. The Executive confirms that no claim, charge or complaint against the Company or any other Releasee brought by him exists before any Federal, state, or local court or administrative agency. The Executive represents and warrants that he has no knowledge of any improper or illegal actions or omissions by the Company that he has not disclosed to the Company, nor does he know of any basis, that he has not disclosed to the Company, on which any third party or governmental entity could reasonably assert such a claim. This expressly includes any and all conduct that potentially could give rise to claims under the Sarbanes-Oxley Act of 2002.

7.  Successors and Assigns . The terms of this Release shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns.

8.  Miscellaneous . This Release will be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflicts of law. If any provision of this Release is held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall have no effect; however, the remaining provisions will be enforced to the maximum extent possible. The parties acknowledge and agree that, except as otherwise set forth herein, this Release constitutes the complete understanding between the parties with regard to the matters set forth herein and, except as otherwise set forth herein, supersedes any and all agreements, understandings and discussions, whether written or oral, between the parties. No other promises or agreements are binding unless in writing and signed by each of the parties after the Release Effective Date (as defined below). Should any provision of this Release require interpretation or construction, it is agreed by the parties that the entity interpreting or constructing this Release shall not apply a presumption against one party by reason of the rule of construction that a document is to be construed more strictly against the party who prepared the document.

9.  Knowing and Voluntary Waiver . The Executive acknowledges that he: (a) has carefully read this Release in its entirety; (b) has had an opportunity to consider it for at least [twenty-one (21) or forty-five (45) days, whichever is applicable under applicable law]; (c) is hereby advised by the Company in writing to consult with an attorney of his choosing in connection with this Release; (d) fully understands the significance of all of the terms and conditions of this Release and has discussed them with his independent legal counsel, or had a reasonable opportunity to do so; (e) has had answered to his satisfaction any questions he has asked with regard to the meaning and significance of any of the provisions of this Release and has not relied on any statements or explanations made by any Releasee or their counsel; (f) understands that he has seven (7) days in which to revoke this Release (as described in Section 10 below) after signing it; and (g) is signing this Release voluntarily and of his own free will and agrees to abide by all the terms and conditions contained herein.

10.  Effective Time of Release . The Executive may accept this Release by signing it and returning it to Iconix Brand Group, Inc., 1450 Broadway, 4 ^th Floor, New York, New York, Attention: [●] within [twenty-one (21)] [forty-five (45)] days of his receipt of the

same. After executing this Release, the Executive will have seven (7) days (the “ Revocation Period ”) to revoke this Release by indicating his desire to do so in writing delivered to [●] at the address above (or by fax at [●]) by no later than 5:00 p.m. EST on the seventh (7th) day after the date he signs this Agreement. The effective date of this Agreement shall be the eight (8 ^th ) day after the Executive signs this Agreement (the “ Release Effective Date ”). If the last day of the Revocation Period falls on a Saturday, Sunday or holiday, the last day of the Revocation Period will be deemed to be the next business day. If the Executive does not execute this Release or exercises his right to revoke hereunder, he shall forfeit his right to receive any of the Termination Benefits, and to the extent such Termination Benefits have already been provided, the Executive agrees that he will immediately reimburse the Company for the amounts of such payment.

11. Mutual Non-Disparagement . Except as otherwise required by law, from and after the date hereof, each of the Executive and the Company hereby covenants and agrees that he or it shall not, directly or indirectly, in any manner, disparage, demean or defame the Company or its affiliates, employees, officers or directors, on the one hand, or the Executive, on the other hand.

IN WITNESS WHEREOF, the Executive has duly executed this Release as of the date first set forth above.