DUCK HEAD APPAREL COMPANY, INC.
                           INCENTIVE STOCK AWARD PLAN























                           Effective February 15, 2000
                      Amended and Restated August 22, 2000



<PAGE>



                         DUCK HEAD APPAREL COMPANY, INC.
                           INCENTIVE STOCK AWARD PLAN

                                    ARTICLE I
                                    THE PLAN
                                    --------

Sec. 1.1          NAME.

         This plan  shall be known as the  "Incentive  Stock  Award  Plan"  (the
"Plan").

Sec. 1.2          PURPOSES

         The purposes of the Plan are to  establish  or increase  the  equitable
ownership in Duck Head Apparel  Company,  Inc. (the "Company") by key and middle
level management employees of the Company and/or its subsidiaries and to provide
incentives to key and middle level  management  employees of the Company  and/or
its subsidiaries  through the prospect of such common stock  ownership.  By thus
achieving  ownership or the prospect of ownership of the Company's  common stock
by  such  employees,  the  Company  expects  to  attract,  retain  and  motivate
exceptionally  well qualified and competent  individuals in key and middle level
management positions.

                                   ARTICLE II
                                  PARTICIPANTS
                                  ------------

Sec. 2.1          ELIGIBILITY

         Any officer of other key management employee or middle level management
employee  of the  Company  or any  subsidiary  shall be  eligible  to receive an
Incentive Stock Award (an "Award").

                                  ARTICLE III
                                 ADMINISTRATION
                                 --------------

Sec. 3.1          SELECTION OF AWARDS

         The Board of  Directors  (the  "Board") of the  Company  shall have the
authority from time to time to select key and middle level management  employees
("Participants")  to receive Awards and the number of shares to be awarded under
each such Award. In its  discretion,  the Board may delegate its authority under
the Plan to a committee of the Board (the "Committee") composed solely of two or
more  "Non-Employee  Directors" ( as defined in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended, or any applicable successor rule or
regulation (the "Exchange Act").

Sec. 3.2          INTERPRETATION OF PLAN

The Board (or Committee,  as applicable)  shall have full and final authority to
interpret and  administer  the Plan and to determine and interpret the terms and
conditions of each Incentive Stock Award Agreement.

                                   ARTICLE IV
                  SHARES ELIGIBLE TO BE GRANTED UNDER THE PLAN
                  --------------------------------------------

<PAGE>

Sec. 4.1          NUMBER OF SHARES

         Subject to the  provisions  of Section  4.2,  the  aggregate  number of
shares of common stock of the Company  which may be awarded under the Plan shall
not exceed 200,000 shares.  Such shares may be either shares  previously  issued
and  thereafter  acquired by the Company or they may be authorized  but unissued
shares.  Any shares  covered  by an Award (or  portion  thereof)  that have been
forfeited  pursuant to the  provisions of the applicable  Incentive  Stock Award
Agreement shall again become available for the purposes of the Plan.

Sec. 4.2          ANTI-DILUTION

         In the event that the outstanding shares of common stock of the Company
hereafter are changed into or exchanged for a different number or kind of shares
or other securities of the Company or of another  corporation,  or cash or other
property,    by   reason   of   a   merger,    consolidation,    reorganization,
recapitalization,  reclassification,  combination of shares,  stock split, stock
dividend or similar event:

                  (a) the aggregate  number and kind of shares subject to Awards
which  shall  have  been or may  thereafter  be  granted  hereunder  and the per
Participant  share  grant  limit set  forth in  Section  5.1  shall be  adjusted
appropriately; and

                  (b) the new, additional or different shares and securities and
the cash and other property into which the shares subject to outstanding  Awards
would  have  been  converted  (had  the  shares  covered  by  such  Awards  been
outstanding)  shall be considered  to be property  granted by and subject to the
Awards and shall be subject to all of the conditions and restrictions applicable
to such Awards and the shares subject to such Awards.

         The  foregoing  adjustments  and  the  manner  of  application  of  the
foregoing  provisions shall be determined solely by the Board (or Committee,  as
applicable),  and  any  such  adjustment  may  provide  for the  elimination  of
fractional shares or security interests.

                                    ARTICLE V
                                      AWARD
                                      -----

Sec. 5.1          AWARD GRANT

         The Board (or Committee,  as applicable)  shall  determine from time to
time  who is to be a  Participant  and  the  number  of  shares  to be  awarded;
provided,  that  during  any  calendar  year no  Participant  may be  awarded an
aggregate of more than 75,000 shares (subject to adjustment  pursuant to Section
4.2) of common stock under the Plan. Such determination shall be recorded in the
minutes of the meeting at which such determination was made.




<PAGE>



Sec. 5.2          INCENTIVE STOCK AWARD AGREEMENT

         A Participant shall be entitled to receive an Award only upon execution
of an Incentive  Stock Award  Agreement with the Company.  Such Incentive  Stock
Award  Agreement shall be  substantially  in the form attached hereto but may be
modified form time to time by the Board (or Committee, as applicable) consistent
with the terms of this Plan.

Sec. 5.3          CASH PURCHASE PRICE OF STOCK

         The cash purchase  price to be paid by each  Participant  in connection
with receiving  shares covered by an Award (or portion  thereof) that has vested
pursuant to the provisions of an Incentive  Stock Award Agreement shall be $0.01
per share and such sum shall be payable prior to issuance to the  Participant of
the certificate(s) representing such shares.

Sec. 5.4          FORFEITURE OF AN AWARD (OR PORTION THEREOF)

         The Incentive Stock Award  Agreement shall set forth the  circumstances
under which the Award granted  thereby (or portion  thereof) shall be forfeited.
Unless the Board (or Committee,  as applicable) determines otherwise at the date
of grant, the Award shall be forfeited upon the termination of employment of the
Participant with the Company,  or any subsidiary  thereof,  for any reason other
than death,  retirement  or permanent  total  disability,  prior to the date set
forth in the Incentive Stock Award Agreement when the Award (or relevant portion
thereof) shall vest.
         With respect to any portion of an Award whose  vesting is contingent on
the performance of the Company,  the Participant or any subsidiary,  division or
other subdivision of the Company over a specified  period,  unless the Board (or
Committee,  as applicable)  determines  otherwise at the date of grant, upon the
termination  of employment of the  Participant  by reason of, but only by reason
of, death,  retirement  or permanent  total  disability  prior to the end of the
performance  period, the unvested shares of such portion of the Award shall vest
as follows: On the date on which the performance period ends, the portion of the
Award contingent upon performance  shall vest with respect to a number of shares
equal to (x) the number of shares as to which the Award  would  have  vested had
the  Participant  still been an employee at the end of the  performance  period,
times (y) the quotient of the number of days during the performance  period that
the  Participant  was an employee of the Company  divided by the total number of
days in the  performance  period.  Any  portion  of an Award  whose  vesting  is
contingent  on  the  Participant's  continued  service  with  the  Company  or a
subsidiary of the Company shall be forfeited upon the Participant's  termination
of employment with the Company,  or any subsidiary  thereof, by reason of death,
disability,  or  retirement  prior to the  vesting  date of such  portion of the
Award.
         The  forfeiture  circumstances  may vary among the shares covered by an
Award. In the event an Award (or portion thereof) shall be forfeited pursuant to
the terms of the applicable  Incentive  Stock Award  Agreement,  the Participant
shall  immediately  have no further rights under such Award (or portion thereof)
or in the shares covered thereby.




<PAGE>



Sec. 5.5          VESTING OF AN AWARD (OR PORTION THEREOF)

         (a)  The  Incentive   Stock  Award   Agreement   shall  set  forth  the
circumstances  under which the Award granted thereby (or portion  thereof) shall
vest.  With respect to any Award (or portion of an Award) intended to qualify as
"performance-based  compensation" under Section 162(m)(4)(C) of the Code and the
regulations promulgated thereunder, (i) these circumstances shall consist of the
achievement of one or more performance-based goals established by the Committee,
and such performance-based  goals shall be based on one of, or a combination of,
the following  factors,  as the Committee deems  appropriate:  total stockholder
return; revenues,  sales, net income, EBIT, EBITDA, stock price, and/or earnings
per share; return on assets, net assets, and/or capital; return on stockholders'
equity;  debt/equity  ratio;  working capital;  safety;  quality;  the Company's
financial  performance or the  performance of the Company's  stock versus peers;
cost  reduction;  productivity;  market mix; or economic  value added;  (ii) the
Committee shall establish the performance-related goals in writing no later than
90 days  after the  commencement  of the  period of  service  to which the Award
relates (and in all events before 25% of the period of service has elapsed); and
(iii) the Award shall be made by a Committee,  which shall consist solely of two
or more  directors  who are "outside  directors"  within the meaning of Treasury
Regulation Section 1.162-27(e)(3).  The vesting circumstances may vary among the
shares covered by an Award.(b) In the event an Award (or portion  thereof) shall
vest pursuant to the terms of the applicable  Incentive  Stock Award  Agreement,
the Company shall issue and deliver, or cause to be issued and delivered, to the
Participant  or his or her legal  representative,  free from any  legend and any
other restriction (other than those required by federal or state securities laws
or any other applicable law), certificate(s) for the number of shares covered by
the vested  portion of the Award,  subject to receipt by the Company of the cash
purchase  price  described in Section 5.3 above.  In addition,  at or about such
time the Company shall pay to or on behalf of the  Participant in cash an amount
that will be  approximately  sufficient,  after the  payment  of all  applicable
federal and state income taxes,  to pay the federal and state income taxes which
the  Participant  will incur by virtue of the  vesting of such Award (or portion
thereof). With respect to any Award (or portion of an Award) intended to qualify
as "performance-based compensation"  under Section  162(m)(4)(C) of the Code and
the  regulations  promulgated  thereunder,  no issue of shares,  delivery of any
certificates  or payments  shall  occur,  however,  unless and until a Committee
consisting  solely of two or more directors who are "outside  directors"  within
the  meaning  of  Treasury  Regulation  Section  1.162-27(e)(3)  has  previously
certified in writing that the relevant performance-based goal(s) have been met.

         (c) No stock  certificate shall be delivered to a Participant or his or
her legal  representative  unless and until the  Participant or his or her legal
representative  shall have paid to the  Company  in cash the full  amount of all
federal  and state  withholding  or other  employment  taxes  applicable  to the
taxable income of such Participant  resulting from the vesting of such Award (or
portion thereof).

         (d) (i) Upon any Change of  Control,  all  outstanding  Awards,  to the
extent not vested, shall become immediately vested in their entirety. "Change of
Control" shall mean the  occurrence of any one of the  following:  (a) the sale,
lease, transfer, conveyance or other disposition (other than by way of merger or
consolidation),  in  one  or  a  series  of  related  transactions,  of  all  or
substantially  all of the assets of the Company and its subsidiaries  taken as a
whole to any "person"  (within the meaning of Section 13(d) of the Exchange Act)
other  than  one or  more  wholly-owned  subsidiaries  of the  Company;  (b) the
adoption of a plan relating to the  liquidation  or  dissolution of the Company;
(c) the  first  day on which a  majority  of the  members  of the  Board are not
Continuing  Directors;  or (d) the  consummation of any  transaction  (including
without  limitation any merger,  share exchange or consolidation)  the result of
which is that any "person" (as defined  above),  other than an Exempt  Person or
Exempt Persons,  becomes,  directly or indirectly,  the  "beneficial  owner" (as
defined in Rules 13d-3 and 13d-5 under the Exchange  Act,  except that an entity
or person shall be deemed to have "beneficial  ownership" of all shares that any
such entity or person has the



<PAGE>



right to acquire,  whether such right is  exercisable  immediately or only after
the  passage of time) of more than 30% of the  outstanding  common  stock of the
Company;  provided  that the  transactions  covered by this clause (d) shall not
include the  acquisition by the Company of its common stock;  provided  further,
however,  that if (x) any  "person"  (as  defined  above)  becomes,  directly or
indirectly,  the  "beneficial  owner" (as defined above) of more than 30% of the
outstanding common stock of the Company solely as a result of acquisition by the
Company  of  its  common  stock,  (y)  such  "person"  thereafter  acquires  any
additional  shares of common stock of the Company and (z) immediately after such
acquisition such "person" is, directly or indirectly, the "beneficial owner" (as
defined  above) of 30% or more of the  outstanding  common stock of the Company,
then such additional acquisition shall constitute a Change of Control.

                  (ii)  "Exempt  Person"  shall  mean (a) the  Company,  (b) any
wholly-owned  subsidiary  of the Company,  (c) any  individual  who  immediately
before the transaction is an executive officer of the Company,  (d) any employee
benefit plan of the Company or any of its  wholly-owned  subsidiaries or (e) any
entity or person  holding shares of common stock for or pursuant to the terms of
any such plan if such entity or person is not a beneficiary of or participant in
such plan.

                  (iii)  "Continuing  Directors" shall mean, as of any date, any
member  of the Board who (i) was a member of the Board on the date this Plan was
adopted by the Board or (ii) was  nominated for election or elected to the Board
with the approval of a majority of the Continuing  Directors who were members of
the Board at the time of such nomination or election.

Sec. 5.6          NO RIGHTS AS SHAREHOLDER

         Until the issuance and delivery to the  Participant  of  certificate(s)
for such shares by reason of the vesting of an Award (or  portion  thereof)  and
payment of the applicable cash purchase price,  the Participant  shall have none
of the rights of a shareholder with respect to the shares covered by an Award.

                                   ARTICLE VI
                                STOCK CERTIFICATE
                                -----------------

Sec. 6.1          STOCK CERTIFICATES

         The Company  shall not be required to issue or deliver,  or cause to be
issued or delivered, any certificate for shares of stock of the Company pursuant
to an Incentive Stock Award Agreement executed hereunder prior to fulfillment of
all of the following conditions:

                  (a)      the admission of such shares to listing on any  over-
the-counter markets and stock exchanges  on  which the  Company's  stock is then
traded or listed;

                  (b) the completion of any registration or other  qualification
of such  shares  under  any  federal  or  state  law or  under  the  rulings  or
regulations of the Securities and Exchange  Commission or any other governmental
regulatory  body,  that the  Board (or  Committee,  as  applicable)  in its sole
discretion deems necessary or advisable;

                  (c) the obtaining of any approval or other  clearance from any
federal  or  state  governmental  agency  which  the  Board  (or  Committee,  as
applicable) shall in its sole discretion determine to be necessary or advisable;
and

                  (d) the lapse of such reasonable  period of time following the
vesting  of an Award  (or  portion  thereof)  as the  Board  (or  Committee,  as
applicable)  from  time to time may  establish  for  reasons  of  administrative
convenience.





<PAGE>



                                   ARTICLE VII
                 TERMINATION, AMENDMENT AND MODIFICATION OF PLAN
                 -----------------------------------------------

Sec. 7.1          TERMINATION, AMENDMENT AND MODIFICATION OF PLAN

         The Board (or Committee,  as applicable)  may at any time and from time
to time and in any  respect  amend,  modify or  terminate  the  Plan;  provided,
however, that no such action of the Board (or Committee,  as applicable) without
approval of the shareholders of the Company may:

                  (a)      increase the total number of shares  of  common stock
covered by the Plan except as contemplated in Section 4.2 hereof; or

                  (b)      change the $0.01 per share cash purchase  price under
Section 5.3;

provided  further,  that no  termination,  amendment or modification of the Plan
shall in any manner,  without the consent of the  Participant,  affect any Award
previously made to a Participant under the Plan.

                                  ARTICLE VIII
                                  MISCELLANEOUS
                                  -------------

Sec. 8.1          EMPLOYMENT

         Nothing  in  this  Plan or in any  Award  granted  hereunder  or in any
Incentive Stock Award Agreement  relating thereto shall confer upon any employee
the right to continue in the employ of the Company or any subsidiary.

Sec. 8.2          OTHER COMPENSATION PLANS

         The adoption of this Plan shall not affect any other existing incentive
or  compensation  plans of the  Company or any  subsidiary,  nor shall this Plan
preclude  the Company  from  establishing  any other forms of incentive or other
compensation for employees of the Company or any subsidiary.

Sec. 8.3          PLAN BINDING ON SUCCESSORS

         This Plan  shall be  binding  upon the  successors  and  assigns of the
Company.

Sec. 8.4          SINGULAR, PLURAL; GENDER; HEADINGS

         Whenever used herein,  nouns in the singular  shall include the plural,
and the masculine  pronoun shall  include the feminine  gender.  The headings in
this Plan or any Incentive  Stock Award Agreement are and shall be for reference
purposes  only and shall not affect  the  meaning  or  interpretation  hereof or
thereof.




<PAGE>



Sec. 8.5          AWARD NOT TRANSFERABLE

         A Participant shall have no right to transfer, assign or hypothecate an
Award or, until the portion of an Award  covering  such shares  shall vest,  the
shares  covered  by an  Award,  other  than by will or the laws of  descent  and
distribution,  and the rights of any  purported  owner,  holder,  pledgee or any
other  person in  possession  of or  claiming  any right in such Award or shares
shall at all times be subject to the  provisions of this Plan and the applicable
Incentive Stock Award Agreement.

Sec. 8.6       GOVERNING LAW

         This Plan shall be governed,  interpreted  and  enforced in  accordance
with the laws of Georgia without regard to choice of law principles.



<PAGE>



                         DUCK HEAD APPAREL COMPANY, INC.
                         INCENTIVE STOCK AWARD AGREEMENT

         THIS AGREEMENT, effective as of _____________________,  _______, by and
between Duck Head Apparel Company,  Inc., a Georgia corporation (the "Company"),
and  __________________________  (the "Participant")  evidences the grant by the
Company of an Incentive  Stock Award (this  "Award") to purchase an aggregate of
____________  shares of common stock of the Company  subject to the terms of the
Company's Incentive Stock Award Plan and this Agreement.

Sec. 1. CASH PURCHASE PRICE
        -------------------

         The cash  purchase  price of the common stock  subject to this Award is
$0.01 per share.

Sec. 2. ANTI-DILUTION
        -------------

         In the event that the outstanding shares of common stock of the Company
hereafter are changed into or exchanged for a different number or kind of shares
or other securities of the Company or of another  corporation,  or cash or other
property,    by   reason   of   a   merger,    consolidation,    reorganization,
recapitalization,  reclassification,  combination of shares,  stock split, stock
dividend  or  similar  event,  the  new,  additional  or  different  shares  and
securities and the cash and other property into which the shares subject to this
Agreement  would have been  converted  (had the shares covered by this Agreement
been  outstanding)  shall be considered to be property granted by and subject to
this Agreement and shall be subject to all of the  conditions  and  restrictions
applicable to the Award evidenced by, and the shares subject to, this Agreement.
Sec. 3. RESTRICTIONS ON TRANSFER
         The  Participant  may not transfer,  assign or  hypothecate  any of the
Participant's  rights  under this  Agreement  or, until the portion of the Award
evidenced  hereby  covering  such shares shall vest,  the shares  covered by the
Award,  other than by will or the laws of  descent  and  distribution,  and such
rights  shall be  exercisable  during  the  Participant's  lifetime  only by the
Participant.

Sec. 4. FORFEITURE OF AWARD (OR PORTION THEREOF)
        ----------------------------------------

         Upon the occurrence of the following circumstances prior to the vesting
of the Award (or portion thereof, as applicable), the Award (or portion thereof)
of shares set forth in this  Agreement  shall be  forfeit,  and the  Participant
shall immediately have no further rights under the Award (or portion thereof) or
in the shares covered thereby:

         [Insert forfeiture  conditions  established by the Board (or Committee,
if applicable).]

Sec. 5. VESTING OF AWARD (OR PORTION THEREOF)
        -------------------------------------

         Upon the  occurrence  of the  following  circumstances,  the  Award (or
portion  thereof,  as applicable)  of shares set forth in this  Agreement  shall
vest:[Insert  vesting  conditions  established  by the Board (or  Committee,  if
applicable).]

         Upon the  vesting of the Award (or portion  thereof)  set forth in this
Agreement  pursuant to the terms of this Agreement,  the Company shall issue and
deliver,  or cause to be issued and delivered,  to the Participant or his or her
legal representative, free from any legend and any other restriction (other than
those



<PAGE>



required  by  federal or state  securities  laws or any other  applicable  law),
certificate(s)  for the number of shares  covered  by the vested  portion of the
Award,  subject  to the  receipt  by the  Company  of the  cash  purchase  price
described  in Section 1 above.  In  addition,  at or about such time the Company
shall  pay the  Participant  in  cash  an  amount  that  will  be  approximately
sufficient,  after the payment of all applicable federal and state income taxes,
to pay the federal and state  income  taxes that the  Participant  will incur by
virtue of the vesting of such Award (or portion thereof).
         No stock  certificate  shall be delivered to the  Participant or his or
her legal representative unless and until the Participant shall have paid to the
Company in cash the full amount of all federal and state  withholding  and other
employment taxes  applicable to the taxable income of the Participant  resulting
from the vesting of the Participant's Award (or portion thereof).

Sec. 6. NO RIGHTS AS SHAREHOLDER
        ------------------------

         Until the issuance and delivery to the  Participant  of  certificate(s)
for shares by reason of the vesting of the Award evidenced by this Agreement (or
portion  thereof)  and  payment  of the  applicable  cash  purchase  price,  the
Participant  shall have none of the rights of a shareholder  with respect to the
shares covered by an Award.

Sec. 7. STOCK CERTIFICATES
        ------------------

         The Company  shall not be required to issue or deliver,  or cause to be
issued or delivered, any certificate for shares of stock of the Company pursuant
to this Agreement, prior to fulfillment of all of the following conditions:

         (a) the  admission  of such  shares to listing on any  over-the-counter
markets  and stock  exchanges  on which the  Company's  stock is then  traded or
listed;
         (b) the completion of any  registration or other  qualification of such
shares under any federal or state law or under the rulings or regulations of the
Securities and Exchange  Commission or any other  governmental  regulatory  body
that the Board of Directors of the Company (or committee thereof, as applicable)
in its sole discretion deems necessary or advisable;
         (c) the obtaining of any approval or other  clearance  from any federal
or state governmental agency that the Company's Board of Directors (or committee
thereof)  shall in its sole  discretion  determine to be necessary or advisable;
and
         (d) the lapse of such  reasonable  period of time following the vesting
of the Award (or portion  thereof) set forth in this  Agreement as the Company's
Board of  Directors  (or  committee  thereof)  from time to time  establish  for
reasons of administrative convenience.




<PAGE>



Sec. 8. ENFORCEMENT
        -----------

         This  Agreement  shall  be  construed,  administered  and  enforced  in
accordance with and subject to the terms of the Company's  Incentive Stock Award
Plan, the terms of which are hereby  incorporated  herein by reference,  and the
laws of the State of Georgia, without reference to choice of law principles.

Sec. 9. INCENTIVE STOCK AWARD PLAN
        --------------------------

         Participant acknowledges receipt of the Incentive Stock Award Plan (the
"Plan")  of the  Company.  The  terms  of the Plan are  incorporated  herein  by
reference.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the day and year first written above.

DUCK HEAD APPAREL COMPANY, INC.                    PARTICIPANT


By:______________________________                  ____________________________

Name:____________________________                  Name:_______________________
Title:_____________________________