ICONIX
BRAND GROUP, INC.

     NON-QUALIFIED
STOCK OPTION AGREEMENT

     

    ICONIX
BRAND GROUP, INC., a Delaware corporation (the “Company”), pursuant to the
Company’s 2009 Equity Incentive Plan (the “Plan”) hereby grants to ___________________, an
employee of the Company (the “Optionee”), as of ____________________ (the
“Grant Date”), a non-qualified stock option to purchase a total of __________________ of the
Company’s common stock, par value $.001 per share (“Common Stock”), at a price
per share equal to the closing price of the Company’s stock on such date ($_________), on the terms and
conditions set forth herein and in the Plan.  This option (the
“Option”)  is intended to be a non-qualified stock option, i.e., this
option is not intended to be, nor is it, an incentive stock option as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”).

     

    1.           Duration.

     

    (a)           This
Option was granted as of the Grant Date.

     

    (b)           This
option shall expire at the close of business on _________________ (the
“Termination Date”), but shall be subject to earlier termination as provided
herein or in the Plan.

     

    (c)           If
the Optionee ceases to be employed by the Company for any reason other than
death, disability, termination for cause, or voluntary termination by
resignation, the Option may be exercised within three (3) months after the date
the Optionee ceases to be the employee, or within ten (10) years from the Grant
Date of the Option, whichever is earlier, but may not be exercised
thereafter.  In such event, the Option shall be exercisable only to
the extent that the right to purchase shares of Common Stock under the Plan has
accrued and is in effect at the date of such cessation of
employment.

     

    In the
event the Optionee's employment is terminated by the Company for
"cause"  or by  voluntary resignation by the Optionee, the
Optionee's right to exercise any unexercised portion of this Option shall cease
forthwith, and this Option shall thereupon terminate.

     

    In the
event of disability of the Optionee (as determined by the Board of Directors of
the Company (the “Board”) or an appropriate committee of the
Board,  as the case may be, and as to the fact and date of which the
Optionee is notified by the Board or that committee, as the case may be, in
writing), the Option shall be exercisable within one (1) year after the date of
such disability or, if earlier, the term originally prescribed by this
Agreement.  In such event, the Option shall be exercisable to the
extent that the right to purchase the shares of Common Stock hereunder has
accrued on the date the Optionee becomes disabled and is in effect as of such
determination date.

     

    In the
event of the death of the Optionee while the employee of the Company or within
three (3) months after the termination of employment (other than termination for
cause or voluntary resignation  by the Optionee), the Option shall be
exercisable to the extent exercisable but not exercised as of the date of death
and in such event, the Option must be exercised, if at all, within one (1) year
after the date of death of the Optionee or, if earlier, within the originally
prescribed term of the Option.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    2.           Price.

     

    The
purchase price for each share of Common Stock upon exercise of this Option (the
"Purchase Price") shall be $_________, subject to
adjustment as provided in Section 5 hereof.

     

    3.           Non-Qualified Stock
Option.

     

    This
Option is a non-qualified stock option, the exercise of which is subject to
Section 83 of the Code.

     

    4.           Written Notice of
Exercise.

     

    This
Option, to the extent it is exercisable as provided in Section 10 herein, may be
exercised only by delivering to the Company, at its principal office within the
time specified in Section 1 or such shorter time as is otherwise provided for
herein or in the Plan, a written notice of exercise substantially in the form
described in Section 10. The Optionee hereby acknowledges receipt of a copy of
the Plan.

     

    5.           Anti-Dilution
Provisions.

     

    (a)           If
there is any stock dividend or recapitalization resulting in a stock split, or
combination or exchange of shares of Common Stock of the Company, the number of
shares of Common Stock then subject to this Option and the Purchase Price may be
proportionately and appropriately adjusted by the Board; provided, however, that
any fractional shares resulting from any such adjustment shall be
eliminated.

     

    (b)           If
there is any other change in the Common Stock of the Company, including
recapitalization, reorganization, sale or exchange of assets, exchange of
shares, offering of subscription rights, or a merger or consolidation in which
the Company is the surviving corporation, an adjustment, if any, shall be made
in the shares then subject to this Option as the Board in its sole discretion
may deem appropriate.  Failure of the Board  to provide for
an adjustment pursuant to this subparagraph prior to the effective date of any
Company action referred to herein shall be conclusive evidence that no
adjustment has been approved by the Board in consequence of such action and that
no such adjustment will be made in consequence of such action.

     

    6.           Investment Representation
.

     

    The
Optionee agrees that until such time as a registration statement under the
Securities Act of 1933, as amended (the “Act”), becomes effective with respect
to this Option and/or the shares of Common Stock underlying this Option, the
Optionee is taking this Option and shall take the shares of Common Stock
underlying this Option, for the Optionees own account,
for  investment, and not for resale or distribution.


    
      
         


      

      
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    7.           Transferability.  Except
as may be otherwise provided by the Plan or by the Board or an appropriate
committee of the Board, as the case may be, at or after the Grant Date, the
Option shall not be transferable otherwise than by will or the laws of descent
and distribution, and the Option may be exercised during the lifetime of the
Optionee only by the Optionee.  No transfer of the Option by the
Optionee by will or by the laws of descent and distribution shall be effective
to bind the Company unless the Company shall have been furnished with written
notice thereof and a copy of the will and such other evidence as the Company may
deem necessary to establish the validity of the transfer and the acceptance by
the transferor or transferees of the terms and conditions of such
Option.

     

    8.           Certain Rights Not Conferred
by Option.

     

    The
Optionee shall not, by virtue of holding this Option, be entitled to any rights
of a stockholder in the Company.

     

    9.           Transfer
Taxes.

     

    The
Company shall pay all original issue and transfer taxes with respect to the
issuance and transfer of shares of Common Stock of the Company pursuant hereto
provided that the shares are issued in the name of the Optionee.

     

    10.           Vesting
Options.

     

    The
amount of shares of Common Stock to this option are fully vested and exercisable
immediately.

     

    (a)           This
Option shall be exercisable by written notice of such exercise, in the form
prescribed by the Board to the Company, at its principal executive
office.  The notice shall specify the number of shares for which the
Option is being exercised, be signed by the Optionee and shall be accompanied by
payment  in cash or by check of the amount of the full purchase price
of such shares or in such manner as the Board shall deem acceptable consistent
with the provisions of the Plan.

     

    (b)           No
shares shall be delivered upon exercise of this Option until all laws, rules and
regulations which the Board may deem applicable have been complied
with.  If a registration statement under the Act is not then in effect
with respect to the shares issuable upon such exercise, the Company may require
as a condition precedent., among other things (i) that the person exercising the
Option give to the Company a written representation and undertaking,
satisfactory in form and substance to the Company, that such person is acquiring
the shares for his own account for investment and not with a view to the
distribution thereof and/or (ii) an opinion of counsel satisfactory to the
Company with respect to the existence of an exemption from the registration
requirements of the Act, in which event the person(s) acquiring the Common Stock
shall be bound by the provisions of the following legend which shall be endorsed
upon the certificate(s) evidencing his option shares issued pursuant to such
exercise:

     

    “The
shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the “Act”).  Such shares may not
be sold, transferred or otherwise disposed of unless they have first been
registered under the Act or, unless, in the opinion of counsel satisfactory to
the Company’s counsel, such registration is not required.”


    
      
         


      

      
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    (c)           Without
limiting the generality of the foregoing, the Company may delay issuance of the
shares of Common Stock underlying this Option until completion of any action or
obtaining of any consent, which the Company deems necessary under any applicable
law (including without limitation state securities or “blue sky”
laws).

     

    (d)           The
person exercising this Option shall not be considered a record holder of the
stock so purchased for any purpose until the date on which such person is
actually recorded as the holder of such stock in the records of the
Company.

     

    11.          No Continued
Employment.

     

    Nothing
herein shall be deemed to create any employment agreement or guaranty of
continued service as the employee or limit in any way the Company’s right to
terminate Optionee’s status as the employee at any time.

     

    12.          Notices.

     

    Any
notice required or permitted by the terms of this Agreement or the Plan shall be
given by registered or certified mail, return receipt requested, addressed as
follows:

     

    
      
        	
                To
      the Company:

              	 
      
	 
      	
                Iconix
      Brand Group, Inc.

              
	 
      	
                1450
      Broadway, 4th
      Floor

              
	 
      	
                New
      York, N.Y. 10018

              
	 
      	 
      
	
                To
      the Optionee:

              	 
      
	 
      	 
      


      

    

    or to
such other address or addresses of which notice in the same manner has
previously been given when mailed in accordance with the foregoing
provisions.  Either party hereto may change the address to which such
notices shall be given by providing the other party hereto with written notice
of such change.

     

    13.          Tax
Withholding.

     

    Not later
than the date as of which an amount first becomes includable in the gross income
of the Optionee or other holder for federal income tax purposes with respect to
this Option, the Optionee or other holder shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, any federal,
state and local taxes of any kind required by law to be withheld or paid with
respect to such amount.   The obligations of the Company under
this Agreement shall be conditional upon such payment or arrangements and the
Company shall, to the extent permitted by law, have the right to deduct any such
taxes from any payment of any kind otherwise due to the holder of the option
from the Company or any of its subsidiaries.


    
      
         


      

      
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    14.          Benefit of
Agreement.

     

    This
Agreement shall be for the benefit of and shall be binding upon the heirs,
executors, administrators and successors of the parties hereto.

     

    15.          Governing
Law.

     

    This
Agreement shall be construed and enforced in accordance with the law of the
State of New York,  except to the extent that the laws of the State of
Delaware may be applicable.

     

    
      
        	
                ICONIX
      BRAND GROUP,  INC.

              
	 
      
	
                By:

              	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

    


    
      
        
          
            	
                    Accepted
      as of the date

                    first
      set above.

                  
	 
      
	 
      	 
      
	
                    Signature
      required with return

                  
	
                    of
      document to the Company to

                  
	
                    formalize
      issuance of
agreement.

                  


          

        

      

    


    
      
         


      

      
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