X0202 4 2007-07-10 0 0001125532 VERTICAL BRANDING, INC. vbdg.ob 0001101699 GERSON ALAN 16000 VENTURA BLVD SUITE 301 ENCINO CA 91436 1 1 0 0 President & COO Common Stock $.001 Par Value 2007-07-10 4 A 0 444000 0 A 444000 D Pursuant to the terms of Alan Gerson's amended employment agreement, dated July 10, 2007, Mr. Gerson received a performance (restricted) stock award in the amount of 444,000 shares of the Issuer's common stock granted under Issuer's 2006 Equity Incentive Plan. The shares vest in three increments of 148,000 shares each based on Issuer achieving certain EBITDA, market capitalization and/or fair market value of common stock milestones. Alan Gerson 2007-07-12