SEPARATION AGREEMENT

Termination of Employment.  

Payments.

Iconix agrees to pay the Executive the total amount of $960,000 (the “Severance Payment”), representing the sum of (i) the Executive’s Base Salary (as defined in the Employment Agreement) of $600,000 in effect immediately prior to the date hereof, plus (ii) the Target Bonus Amount (as defined in the Employment Agreement) of $360,000 for calendar year 2016.  The Severance Payment shall be paid to the Executive in a lump sum, less any applicable federal, state and/or local tax withholdings, on the first business day following his delivery of the 24,688 shares of Common Stock to be returned to the Company pursuant to Paragraph 3 below, as long as he does not revoke this Agreement pursuant to Paragraph 22 below or the Release pursuant to Paragraph 10 thereof.

Pursuant to the terms of the Employment Agreement, Iconix shall pay the Executive his Base Salary through and including the Termination Date in accordance with its normal payroll practices and will continue to provide the Executive with all of his current benefits and permit the Executive to continue to participate in all of the company benefit plans that he is currently participating in, in each case through and including the Termination Date.

Iconix shall cause its employee benefits service provider to provide to the Executive notice of his right to continue coverage under the Company’s group medical, dental and vision group insurance benefit programs in which he was participating immediately prior to the Termination Date.  If the Executive timely and effectively elects continuation coverage pursuant to Section 601-608 of the Employee Retirement Income Security Act of 1974, as amended, popularly known as COBRA (“COBRA”) under one or more of such programs, and provided the Executive submits to Iconix evidence of his full payment of the applicable premium payments for such coverage, then until the earlier of (i) the Executive or his eligible dependents, as the case may be, ceasing to be eligible under COBRA, (ii) eighteen (18) months following the termination of the Executive’s employment, and (iii) the Executive and his eligible dependents becoming eligible for coverage under the health insurance plan of another employer, the Company shall reimburse the Executive for such premium payments, less the portion of such payments representing the premium the Executive would have paid at the “active employee” rate for such coverage.      

With respect to the 64,919 Performance Stock Units (the “PSUs”) awarded to the Executive pursuant to the Performance Stock Unit Agreement, effective as of March 31, 2016 (the “LTIP PSU Agreement”), 21,640 of such PSU’s (the “Eligible PSUs”) shall remain eligible to, and shall, vest following the expiration of the Performance Period (as defined in the LTIP PSU Agreement), subject to the Company’s achievement of the performance goals set forth in Exhibit X to, and the other terms and conditions set forth in, the LTIP PSU Agreement.  Eligible PSU’s that vest, if any, shall be distributed to the Executive simultaneous with the distribution to other employees of performance stock units granted under the Company’s 2016 Long Term Incentive Plan.  The Executive acknowledges that with the exception of the Eligible PSUs, the remaining PSUs shall not vest and shall terminate as of the Termination Date.  Notwithstanding anything to the contrary contained in the LTIP PSU Agreement, for purposes of clarification it is agreed and understood that upon a Change of Control (as defined in the LTIP PSU Agreement) that occurs at any time from and after the date hereof and before March 30, 2019, the Eligible PSUs will vest and the shares covered thereby shall be distributed to the Executive within thirty (30) days of such Change of Control.

With respect to the 155,000 Performance Stock Units awarded to the Executive on January 7, 2016 pursuant to a Retention Performance Stock Unit Agreement, the Company will issue to the Executive up to thirty-three percent (33%)  of the underlying shares of Common Stock of the Company, less any applicable federal, state and/or local tax withholdings (including through a “net share settlement”), within ten (10) business days following his delivery of the 24,688 shares of Common Stock to be returned to the Company pursuant to Paragraph 3 below, as long as he

does not revoke this Agreement pursuant to Paragraph 22 below or the Release pursuant to Paragraph 10 thereof, and subject to the Compensation Committee’s determination as to the Company’s achievement of the performance goals set forth on Exhibit X to the Retention Performance Stock Unit Agreement, such determination to be made promptly after the Termination Date. The Executive acknowledges that the remaining stock units underlying such January 7, 2016 retention performance stock unit award shall not vest and shall terminate as of the Termination Date.

The Executive acknowledges that he has received payment by Iconix of the last installment of the Retention Bonus payable to the Executive pursuant to the 2016 Retention Plan in an amount equal to $50,000 (less any applicable federal, state and/or local tax withholdings).

Except as set forth in Paragraphs 2(D) and 2(E), no other shares, options or other equity awards granted to the Executive prior to the date hereof will vest following the date hereof.  For the avoidance of doubt, the Executive acknowledges that no such awards will vest between the date hereof and the Termination Date.

Clawback and Return of Shares. On the first business day following the expiration of the Revocation Period, the Executive will return to the Company 19,750 shares of Common Stock of the Company (the “Clawback Shares”) in full satisfaction of his clawback obligations related to the restatement of the Company’s financial statements as more fully described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2016 (the “Restatement”).  The 19,750 shares of Common Stock consist of the following shares of Common Stock that vested prior to giving effect to the Restatement: (i) 9,875 shares of Common Stock related to the achievement of the 2014 Adjusted EBITDA target; and (ii) 9,875 shares of Common Stock related to the achievement of the 2014 EPS target.

Release of Claims by the Executive.  On the Termination Date, the Executive shall execute and deliver to the Company the form of General Release and Waiver attached as Exhibit A hereto (the “Release”).

Representations and Covenant not to Sue.

The Executive hereby represents and warrants to Iconix that neither he nor any of the Releasors (as defined in the Release) has, or has agreed to, assign, transfer, sell, encumber, pledge, hypothecate, mortgage, distribute, or otherwise dispose of, or convey to any third-party, any right or claim against any of the Releasees (as defined in the Release), that has been or will be released in the Release.  The Executive hereby agrees that following the date hereof, he shall not, directly or indirectly, assist any third-party in filing, instituting or pursuing any claim against any of the Releasees.  

In making the foregoing representations, the Executive shall not be deemed to have breached any portion of this Agreement by exercising any of his rights, if any, under COBRA.

Cooperation with Iconix and its Counsel.  For a period of three years commencing on the Termination Date, the Executive will, upon reasonable notice and subject to his other reasonable personal and professional commitments, cooperate fully with Iconix and its affiliates, subsidiaries and other entities in which it directly or indirectly holds an equity interest and with any legal counsel, expert or consultant they may retain to assist them or any of their respective officers, directors, employees, agents or other representatives in connection with any judicial proceeding, arbitration, administrative proceeding, governmental investigation or inquiry or internal audit in which Iconix or any of its affiliates, subsidiaries or entities in which it directly or indirectly holds an equity interest or any of their respective officers, directors, employees, agents or other representatives may be or become involved and that is  related to a matter that arose during the period that the Executive was employed by Iconix.  The agreement to cooperate as set forth in the immediately preceding sentence includes the Executive’s assistance, cooperation and full participation with respect to any pending litigation in which he has been identified as a witness or defendant and includes preparing for and attending depositions, assisting in answering factual questions for discovery, and preparing for and attending any hearing or trial.  Except as provided in Paragraph 8(B) below, the Executive agrees to notify Iconix promptly if he is subpoenaed by any person or entity (including, but not limited to, any governmental agency) to give testimony (in a deposition, court proceeding or otherwise) or to provide documents that in any way relates to Iconix or any of its affiliates, subsidiaries or entities in which it directly or indirectly holds an equity interest or any of their respective officers, directors, employees, agents or other representatives, unless such prior notification is prohibited by applicable law.  The Executive also agrees not to give such testimony or provide such documents prior to giving notification to Iconix unless compelled to do so by lawful subpoena issued by a body of competent jurisdiction.  The Executive agrees that nothing in this Agreement is intended or shall be construed in any way as being dependent upon or contingent on the content of the Executive’s testimony.  In consideration for the foregoing, the Company shall reimburse the Executive for all reasonable documented out-of-

pocket costs and expenses incurred by the Executive in connection with complying with his obligations set forth in this Paragraph 6, including, without limitation, the reasonable costs and expenses of counsel retained by the Executive.

Return of Company Property.  On the Termination Date, Executive shall return to Iconix all Iconix property in his possession, including, but not limited to, all originals and copies of confidential and proprietary information, computer equipment, blackberries, smart phones, databases, files, email or other electronically-stored materials, records, client lists, sales contacts, sales leads, correspondence, work papers, brochures, documents, building/office keys, corporate credit card(s), unreconciled expense accounts or other money owed to Iconix, employee identification card(s), parking pass(es) and any other materials the Executive may have in his possession or under his control that are the property of Iconix.  The Executive shall turn over to Iconix his own equipment (consisting of an IPad and a blackberry) that contain Company information and permit the Company, through a third-party service provider, to (i) image and copy the information on such equipment for the Company, and (ii) remove Company information from such equipment, in each case, at the Company’s expense. Thereafter, the Company shall return such equipment to the Executive.

Confidentiality; Non-Competition and Non-Solicitation.

The Executive acknowledges and agrees that he remains subject to the provisions of Section 6 (Confidentiality) and Section 7 (Noncompetition; Nonsolicitation) of the Employment Agreement which shall remain in full force and effect for the periods set forth therein.  

The Executive understands and acknowledges that notwithstanding any other provision in this Agreement, he is not prohibited or in any way restricted from reporting possible violations of law to a governmental agency or entity, and he is not required to inform Iconix if he makes such reports.

Indemnification.  Iconix acknowledges and agrees that notwithstanding the termination of the Employment Agreement and the Executive’s employment by the Company, Iconix will continue to be bound by Section 8 of the Employment Agreement which shall remain in full force and effect.

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.

Acknowledgments and Affirmations.  The Executive acknowledges and affirms the following:

Other than amounts payable hereunder, he has been paid and/or has received all compensation, wages, bonuses, commissions and/or benefits of any kind to which he may be entitled and that he has been granted any leave to which he was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws that are not specified in this Agreement; 

He has been paid for any and all unused vacation or other paid time off to which he may have been entitled as an employee of Iconix;

He has been reimbursed for all business expenses incurred through the date hereof;

He has no known workplace injuries or occupational diseases; 

He has complied with the provisions of Section 6 of the Employment Agreement; and

He has never been retaliated against for reporting any allegations of wrongdoing by Iconix or any of its affiliates, subsidiaries or other entities in which it directly or indirectly holds an equity interest or any of their respective officers, directors or employees, including any allegations of corporate fraud.

Attorneys’ Fees & Costs.  The Executive and Iconix will bear their own respective legal costs incurred by each in connection with the negotiation of this Agreement.  In any dispute between the Parties concerning an alleged breach of this Agreement that results in the prosecution of a judicial proceeding, in the event that a judgment is entered in favor of the defendant in such judicial proceeding, the defendant, as the prevailing party, shall be entitled to an award of reasonable attorneys’ fees and costs incurred in connection with the defense of such judicial proceeding.

Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, and their respective heirs, executors, administrators, successors and assigns.  Neither Party shall assign or otherwise transfer this Agreement or his/its rights, interests or obligations under this Agreement, except with the prior written consent of the other Party, provided, however, that Iconix may assign its rights under this Agreement to any successor entity.

Severability. The invalidity or unenforceability of any provision hereof shall not in any way affect the validity or enforceability of any other provision.

Governing Law; Jurisdiction.  This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York without regard to principles of conflict of law. Iconix and the Executive unconditionally consent to submit to the exclusive jurisdiction of the New York State Supreme Court, County of New York or the United States District Court for the Southern District of New York for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated thereby (and agree not to commence any action, suit or proceeding relating thereto except in such courts), and hereby irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that he/it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.  Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such Party at the address for such notices to him/it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT HE/IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

No Admission of Liability.  This Agreement does not constitute an admission of liability or wrongdoing of any kind by the Executive or the Company or any other person.  This Agreement is not intended, and shall not be construed, as an admission that the Executive or any Releasee (as defined in the Release) 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 (as defined in the Release). 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’s general counsel or Board of Directors, nor does he know of any basis, that he has not disclosed to the Company’s general counsel or Board of Directors, 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.

Entire Agreement; Modification; Binding Effect.  Except as specifically provided herein or in the Release, this Agreement and the Release reflect the entire understanding between the Parties with respect to the subject matter hereof and thereof.  This Agreement and the Release supersede any and all other agreements, either oral or in writing, between the Parties with respect to the employment of

the Executive by Iconix and the termination of the Executive’s employment with Iconix and contains all of the covenants and agreements between the Parties with respect to such employment and the termination of the Executive’s employment, other than, in each case, the provisions of the Employment Agreement pursuant to which the Executive and/or the Company continue to be bound as specifically set forth in this Agreement or the Release.  Any modification or termination of this Agreement will be effective only if it is in writing signed by the Party to be charged.  The Executive acknowledges and agrees that in executing this Agreement he has not relied, and when executing the Release he will not rely, on any representation, promise, discussion, understanding or agreement of any kind other than those set forth in this Agreement and in the Release.  

Counterparts.  This Agreement may be executed by the Parties in one or more counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the Parties and delivered to the other Party.

Notices.  All notices relating to this Agreement shall be in writing and shall be either personally delivered, sent by overnight courier, 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 upon receipt.

Paragraph Headings. Paragraph headings in this Agreement are included for convenience of reference only and shall not be a part of this Agreement for any other purpose.

Joint Draft. The Parties each participated in the drafting of this Agreement after consulting with counsel. Therefore, the language of this Agreement shall not be presumptively construed in favor of or against either of the Parties.

Opportunity for Review. The Executive represents and warrants that he: (i) understands that he is entitled to at least twenty-one (21) days in which to consider this Agreement and has had sufficient opportunity to consider this Agreement; (ii) has read this Agreement; (iii) understands all of the terms and conditions hereof; (iv) is not incompetent and has not had a guardian, conservator or trustee appointed for him; (v) has entered into this Agreement of his own free will and volition; (vi) has duly executed and delivered this Agreement; (vii) has had the opportunity to review this Agreement with counsel of his choice or has chosen voluntarily not to do so; and (viii) understands that this Agreement is valid, binding and enforceable against the Parties in accordance with its terms.

Revocation. This Agreement shall become effective as of the date of this Agreement (the “Effective Date”). After the Effective Date, the Executive shall have seven (7) days (the “Revocation Period”) to revoke this Agreement, in writing, by delivering such written revocation to Iconix c/o General Counsel, on or before the seventh (7^th) day after the Effective Date. If the last day of the Revocation Period falls on a Saturday, Sunday or national holiday, the last day of the Revocation Period will be deemed to be the next business day.

I HAVE READ AND UNDERSTAND THIS AGREEMENT;

I HAVE TAKEN THE TIME NECESSARY TO REVIEW THIS AGREEMENT IN ITS ENTIRETY AND FULLY UNDERSTAND THIS AGREEMENT;

I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY OF MY CHOOSING REGARDING THE EXECUTION OF THIS AGREEMENT; AND

I FULLY UNDERSTAND THIS AGREEMENT, ACCEPT IT, AGREE TO IT, AND AGREE THAT IT IS FULLY BINDING UPON ME FOR ALL PURPOSES; AND

I HAVE ELECTED TO EXECUTE THIS AGREEMENT TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO HAVE ICONIX PAY ME THE CONSIDERATION REFERRED TO IN THIS AGREEMENT, AND I FREELY AND KNOWINGLY ENTER INTO THIS AGREEMENT, AFTER DUE CONSIDERATION, INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS I HAVE OR MAY HAVE AGAINST THE RELEASED PARTIES UP TO THE PRESENT.