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ICONIX BRAND GROUP, INC. filed this Form 10-K on 03/28/2019
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NINTH: The Corporation shall, to the fullest extent permitted by section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matter referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the hairs, executors, and administrators of such a person.”

RESOLVED, that a new Article Tenth be added to the Certificate of Incorporation as forth below:

“TENTH: No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for Breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for the payment of unlawful dividends or unlawful stock repurchases or redemptions under Section 174 of the Delaware General Corporation Law; or (iv) for any transaction from which the director derived an improper personal benefit.”

RESOLVED, that a new Article Eleventh be added to the Certificate of Incorporation as set forth below:

“ELEVENTH: From time to time any of the provisions of the Certificate of the Incorporation may be amended, altered or repealed, and other provisions authorized by the law of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of  the Corporation by the Certificate of Incorporation are granted subject to the provisions of this Article ELEVENTH.

5.On August 1, 1989, these Amendments to the Certificate of Incorporation were approved by written consent of the sole stockholder of the Corporation.

6.The aforesaid Amendments to the Corporation’s Certificate of Incorporation were duly adopted in accordance with the applicable provisions of Sections 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, MILLFELD TRADING CO. INC. has caused the certificate to be signed by Barry Feldstein, its President, and attested by Glen Feldstein, its secretary this / day of September, 1989.









/s/ Barry Feldstein



Barry Feldstein








/s/ Glen Feldstein



Glen Feldstein






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