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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/13 Iconix Brand Group, Inc. 10-K 12/31/12 101:10M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.08M
2: EX-10.82 Material Contract HTML 59K
3: EX-10.83 Material Contract HTML 67K
4: EX-10.84 Material Contract HTML 55K
5: EX-21 Subsidiaries List HTML 32K
6: EX-23 Consent of Experts or Counsel HTML 29K
7: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 28K
70: R1 Document and Entity Information HTML 59K
56: R2 Consolidated Balance Sheets HTML 171K
68: R3 Consolidated Balance Sheets (Parenthetical) HTML 43K
73: R4 Consolidated Income Statements HTML 115K
92: R5 Consolidated Statements of Comprehensive Income HTML 61K
58: R6 Consolidated Statements of Stockholders' Equity HTML 113K
67: R7 Consolidated Statements of Cash Flows HTML 238K
51: R8 The Company HTML 34K
41: R9 Summary of Significant Accounting Policies HTML 91K
93: R10 Trademarks and Other Intangibles, net HTML 49K
75: R11 Acquisitions, Investments and Joint Ventures HTML 96K
74: R12 Fair Value Measurements HTML 57K
80: R13 Debt Arrangements HTML 121K
81: R14 Stockholders' Equity HTML 104K
78: R15 Earnings Per Share HTML 42K
82: R16 Expenses Related to Specific Litigation HTML 30K
69: R17 Commitments and Contingencies HTML 36K
71: R18 Related Party Transactions HTML 34K
77: R19 Operating Leases HTML 38K
101: R20 Benefit and Incentive Compensation Plans and Other HTML 31K
88: R21 Income Taxes HTML 103K
63: R22 Segment and Geographic Data HTML 50K
76: R23 Unaudited Consolidated Interim Financial HTML 52K
Information
65: R24 Subsequent Events HTML 33K
32: R25 Schedule II - Valuation and Qualifying Accounts HTML 40K
89: R26 Summary of Significant Accounting Policies HTML 174K
(Policies)
97: R27 Summary of Significant Accounting Policies HTML 55K
(Tables)
46: R28 Trademarks and Other Intangibles, net (Tables) HTML 44K
45: R29 Acquisitions, Investments and Joint Ventures HTML 33K
(Tables)
49: R30 Fair Value Measurements (Tables) HTML 49K
50: R31 Debt Arrangements (Tables) HTML 66K
52: R32 Stockholders' Equity (Tables) HTML 92K
24: R33 Earnings Per Share (Tables) HTML 38K
86: R34 Operating Leases (Tables) HTML 35K
61: R35 Income Taxes (Tables) HTML 100K
64: R36 Segment and Geographic Data (Tables) HTML 46K
36: R37 Unaudited Consolidated Interim Financial HTML 48K
Information (Tables)
100: R38 Company - Additional Information (Detail) HTML 35K
17: R39 Summary of Significant Accounting Policies - HTML 65K
Additional Information (Detail)
53: R40 Acquisition of Ownership Interest in Joint HTML 42K
Ventures (Detail)
91: R41 Acquisition of Ownership Interest in Joint HTML 30K
Ventures (Parenthetical) (Detail)
34: R42 Joint Ventures to Develop and Market Company's HTML 34K
Brands (Detail)
44: R43 Joint Ventures to Develop and Market Company's HTML 30K
Brands (Parenthetical) (Detail)
48: R44 Changes in Carrying Amount of Goodwill (Detail) HTML 42K
57: R45 Trademarks and Other Intangibles, Net (Detail) HTML 55K
23: R46 Trademarks and Other Intangibles, net - Additional HTML 43K
Information (Detail)
40: R47 Acquisitions, Investments and Joint Ventures - HTML 424K
Additional Information (Detail)
19: R48 Estimated Fair Value of Assets Acquired Less HTML 44K
Liabilities Assumed (Detail)
90: R49 Summary of Financial Instruments Measured at Fair HTML 36K
Value (Detail)
33: R50 Fair Value Measurements - Additional Information HTML 39K
(Detail)
87: R51 Estimated Fair Values of Other Financial HTML 32K
Instruments (Detail)
37: R52 Net Carrying Amount of Debt (Detail) HTML 38K
54: R53 Net Carrying Amount of Debt (Parenthetical) HTML 32K
(Detail)
18: R54 Debt Arrangements - Additional Information HTML 288K
(Detail)
21: R55 Details of 2.50% Convertible Notes Reflected on HTML 41K
Condensed Consolidated Balance Sheet (Detail)
47: R56 Company's Debt Maturities on Calendar Year Basis HTML 56K
(Detail)
27: R57 Company's Debt Maturities on Calendar Year Basis HTML 35K
(Parenthetical) (Detail)
94: R58 Stockholders' Equity - Additional Information HTML 132K
(Detail)
60: R59 Weighted-Average Assumptions of Options and HTML 45K
Warrants for All Years (Detail)
79: R60 Summary of Stock Options Activity and Related HTML 68K
Information (Detail)
39: R61 Summary of Warrants and Related Information HTML 63K
(Detail)
42: R62 Summary of Unvested Restricted Stock (Detail) HTML 60K
85: R63 Earnings Per Share - Additional Information HTML 38K
(Detail)
83: R64 Reconciliation of Weighted Average Shares Used in HTML 50K
Calculating Basic and Diluted Earnings Per Share
(Detail)
62: R65 Expenses Related to Specific Litigation - HTML 33K
Additional Information (Detail)
84: R66 Commitments and Contingencies - Additional HTML 45K
Information (Detail)
38: R67 Related Party Transactions - Additional HTML 37K
Information (Detail)
66: R68 Future Net Minimum Lease Payments under HTML 56K
Non-cancelable Operating Lease Agreements (Detail)
96: R69 Operating Leases - Additional Information (Detail) HTML 31K
20: R70 Benefit and Incentive Compensation Plans and Other HTML 36K
- Additional Information (Detail)
31: R71 Income Taxes - Additional Information (Detail) HTML 56K
55: R72 Pre-Tax Book Income (Detail) HTML 33K
26: R73 Income Tax Provision (Benefit) for Federal, and HTML 76K
State and Local Income Taxes (Detail)
99: R74 Significant Components of Net Deferred Tax Assets HTML 103K
(Detail)
35: R75 Rate Reconciliation Between Amount of Income Tax HTML 58K
Provision at Federal Rate and Provision for
(Benefit from) Taxes on Operating Profit (Loss)
(Detail)
28: R76 Rate Reconciliation Between Amount of Income Tax HTML 33K
Provision at Federal Rate and Provision for
(Benefit from) Taxes on Operating Profit (Loss)
(Parenthetical) (Detail)
30: R77 Reconciliation of Beginning and Ending Amount of HTML 39K
Gross Unrecognized Tax Benefits (Detail)
22: R78 Net Revenues by Type of License and Information by HTML 48K
Geographic Region (Detail)
25: R79 Unaudited Interim Consolidated Financial HTML 56K
Information (Detail)
72: R80 Unaudited Consolidated Interim Financial HTML 36K
Information - Additional Information (Detail)
29: R81 Subsequent Events - Additional information HTML 42K
(Detail)
95: R82 Valuation and Qualifying Accounts (Detail) HTML 39K
98: XML IDEA XML File -- Filing Summary XML 160K
43: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.54M
11: EX-101.INS XBRL Instance -- icon-20121231 XML 2.11M
13: EX-101.CAL XBRL Calculations -- icon-20121231_cal XML 243K
14: EX-101.DEF XBRL Definitions -- icon-20121231_def XML 1.44M
15: EX-101.LAB XBRL Labels -- icon-20121231_lab XML 1.94M
16: EX-101.PRE XBRL Presentations -- icon-20121231_pre XML 1.62M
12: EX-101.SCH XBRL Schema -- icon-20121231 XSD 275K
59: ZIP XBRL Zipped Folder -- 0001193125-13-084387-xbrl Zip 255K
| EX-10.84 |
Exhibit 10.84
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 2009 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:
| Restrictions and Forfeiture | 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. |
Page 1 of 7
| Vesting Schedule | Assuming you provide Continuous Service (as defined herein) as 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. |
| Vesting Schedule | ||
| Vesting Date |
Number of Restricted Shares that Vest | |
|
[ ] |
[ ] | |
| Change in Control | In the event of a Change in Control (as defined in the Plan), all of the Restricted Shares shall thereupon become fully vested. | |
| Continuous Service | “Continuous Service,” as used herein means the absence of any interruption or termination of your service as a member of the Board. | |
| Share Certificates | The Company will issue a certificate (or certificates) in your name 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 2009 Equity Incentive Plan of the Company, copies of which are on file in the office of the Secretary of the Company.” | |
| Additional Conditions to Issuance of Stock Certificates | 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. | |
| Cash Dividends | 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. | |
| Tax Representations | 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. | |
Page 2 of 7
| (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. | ||
| Securities Law Representations | 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 will acquire the Shares to be issued hereunder for your own account for investment purposes only, and not with a view to, or in connection with, any resale or other distribution of any of such shares, except as hereafter permitted. You further agree that you will not at any time make any offer, sale, transfer, pledge or other disposition of such Shares to be issued hereunder without an effective registration statement under the 1933 Act, and under any applicable state securities laws or an opinion of counsel acceptable to the Company to the effect that the proposed transaction will be exempt from such registration. You agree to execute such instruments, representations, acknowledgments and agreements as the Company may, in its sole discretion, deem advisable to avoid any violation of federal, state, local or foreign law, rule or regulation, or any securities exchange rule or listing agreement. | |
Page 3 of 7
| (b) The certificates for Shares to be issued to you hereunder shall bear the following legend:
“The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under applicable state securities laws. The shares have been acquired for investment and may not be offered, sold, transferred, pledged or otherwise disposed of without an effective registration statement under the Securities Act of 1933, as amended, and under any applicable state securities laws or an opinion of counsel acceptable to the Company that the proposed transaction will be exempt from such registration.” | ||
| Stock Dividend, Stock Split and Similar Capital Changes | In the event of any change in the outstanding shares of the Common Stock of the Company by reason of a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, transfer of assets, reorganization, conversion or what the Administrator deems in its sole discretion to be similar circumstances, the number and kind of shares subject to this Agreement shall be appropriately adjusted in a manner to be determined in the sole discretion of the Administrator, whose decision shall be final, binding and conclusive in the absence of clear and convincing evidence of bad faith. Any shares of Common Stock or other securities received, as a result of the foregoing, by you with respect to the Restricted Shares shall be subject to the same restrictions as the Restricted Shares, the certificate or other instruments evidencing such shares of Common Stock or other securities shall be legended and deposited with the Company as provided above with respect to the Restricted Shares, and any cash dividends received with respect to such shares of Common Stock or other securities shall be accumulated as provided above with respect to the Restricted Shares. | |
| Non-Transferability | Restricted Shares are not transferable. | |
| No Effect on Corporate Authority | You understand and agree that the existence of this Agreement will not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or other stocks with preferences ahead of or convertible into, or otherwise affecting the common shares or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. | |
| Arbitration | Any dispute or disagreement between you and the Company with respect to any portion of this Agreement or its validity, construction, meaning, performance or your rights hereunder shall, unless the Company in its sole | |
Page 4 of 7
| discretion determines otherwise, be settled by arbitration, at a location designated by the Company, in accordance with the Commercial Arbitration Rules of the American Arbitration Association or its successor, as amended from time to time. However, prior to submission to arbitration you will attempt to resolve any disputes or disagreements with the Company over this Agreement amicably and informally, in good faith, for a period not to exceed two weeks. Thereafter, the dispute or disagreement will be submitted to arbitration. At any time prior to a decision from the arbitrator(s) being rendered, you and the Company may resolve the dispute by settlement. You and the Company shall equally share the costs charged by the American Arbitration Association or its successor, but you and the Company shall otherwise be solely responsible for your own respective counsel fees and expenses. The decision of the arbitrator(s) shall be made in writing, setting forth the award, the reasons for the decision and award and shall be binding and conclusive on you and the Company. Further, neither you nor the Company shall appeal any such award. Judgment of a court of competent jurisdiction may be entered upon the award and may be enforced as such in accordance with the provisions of the award. | ||
| Governing Law | The laws of the State of Delaware will govern all matters relating to this Agreement, without regard to the principles of conflict of laws. | |
| Notices | Any notice you give to the Company must be in writing and either hand-delivered or mailed to the office of the Chief Executive Officer of the Company. If mailed, it should be addressed to the Chief Executive Officer of the Company at its then main headquarters. Any notice given to you will be addressed to you at your address as reflected on the personnel records of the Company. You and the Company may change the address for notice by like notice to the other. Notice will be deemed to have been duly delivered when hand-delivered or, if mailed, on the day such notice is postmarked. | |
| Agreement Subject to Plan; Entire Agreement | This Agreement shall be subject to the terms of the Plan in effect on the date hereof, which terms are hereby incorporated herein by reference and made a part hereof. This Agreement constitutes the entire understanding between the Company and you with respect to the subject matter hereof and no amendment, supplement or waiver of this Agreement, in whole or in part, shall be binding upon the Company unless in writing and signed by the President of the Company | |
| Conflicting Terms | Wherever a conflict may arise between the terms of this Agreement and the terms of the Plan in effect on the date hereof, the terms of the Plan will control. | |
Page 5 of 7
Please sign the copy of this Restricted Stock Agreement and return it to the Company’s Secretary, thereby indicating your understanding of and agreement with its terms and conditions.
| ICONIX BRAND GROUP, INC. | ||
| By: |
| |
Page 6 of 7
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 Restricted Stock Agreement. I hereby signify my understanding of, and my agreement with, the terms and conditions of the Plan and of the Restricted Stock 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 Restricted Stock Agreement. I accept this Restricted Stock 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 option or stock grants.
| Date: |
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/28/13 | 4 | ||
| For Period end: | 12/31/12 | 10-K/A, 4, ARS | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/31/21 Iconix Brand Group, Inc. 10-K 12/31/20 116:15M ActiveDisclosure/FA 1/15/14 SEC UPLOAD¶ 9/26/17 1:36K Iconix Brand Group, Inc. 12/20/13 SEC UPLOAD¶ 9/26/17 1:134K Iconix Brand Group, Inc. 11/25/13 SEC UPLOAD¶ 9/26/17 1:160K Iconix Brand Group, Inc. |