ICONIX
      BRAND GROUP, INC.

    2006
      EQUITY INCENTIVE PLAN

    (as
      last
      amended on July 31, 2008) 

    


    1. PURPOSE

     

    The
      Plan
      has been established to advance the interests of the Company and its
      stockholders by providing for the grant to Participants of Stock-based and
      other
      incentive Awards to (i) enhance the Company’s ability to attract and retain
      current or prospective Employees, directors and consultants who are in a
      position to make contributions to the success of the Company and its Affiliates
      and (ii) encourage Participants to take into account the long-term interests
      of
      the Company and its stockholders through ownership of shares of
      Stock.

     

    2. DEFINED
      TERMS

     

    Exhibit
      A, which is incorporated by reference, defines the terms used in the Plan and
      sets forth certain operational rules related to those terms.

     

    3. ADMINISTRATION

     

    The
      Administrator shall have the right to construe the Plan and the Awards issued
      pursuant to it, to correct defects and omissions and to reconcile
      inconsistencies to the extent that the Administrator deems it to be necessary
      or
      desirable to effectuate the purposes of the Plan and the Awards issued pursuant
      to it, and such action shall be final, binding and conclusive upon all parties
      concerned. The Administrator has discretionary authority, subject only to the
      express provisions of the Plan, to determine eligibility for and grant Awards;
      determine, modify or waive the terms and conditions of any Award; prescribe
      forms, rules and procedures; and otherwise do all things necessary to carry
      out
      the purposes of the Plan. In the case of any Award intended to be eligible
      for
      the performance-based compensation exception under Section 162(m), the
      Administrator will exercise its discretion consistent with qualifying the Award
      for that exception. No Administrator shall be liable for any act or omission
      (whether or not negligent) taken or omitted in good faith, or for the exercise
      of an authority or discretion granted in connection with the Plan, or for the
      acts or omission of other members of the Committee or other individuals or
      entities comprising the Administrator.

     

    4. LIMITS
      ON AWARDS UNDER THE PLAN

     

    (a) Number
      of Shares.
      The
      maximum number of shares of Stock that may be issued under the Plan and under
      ISOs issued pursuant to the Plan shall not exceed, in the aggregate, 2,000,000
      shares of Stock and 500,000 shares of Stock, respectively. If any Award expires
      or is terminated, surrendered, forfeited or canceled without having been fully
      exercised or results in any Common Stock not being issued, the shares of Common
      Stock covered by such Award shall again be available for the grant of Awards
      under the Plan. With respect to the issuance of SARs that may be settled in
      Stock, the number of shares available for Awards under the Plan will be reduced
      by the total number of SARs granted. SARs that may be settled in cash only
      will
      not reduce the number of shares available for award under the Plan. The limit
      set forth in this Section 4(a) shall be construed to comply with Section 422
      of
      the Code and regulations thereunder. To the extent consistent with the
      requirements of Section 422 of the Code and regulations thereunder, and with
      other applicable legal requirements (including applicable stock exchange
      requirements), Stock issued under awards of an acquired company that are
      converted, replaced, or adjusted in connection with the acquisition will not
      reduce the number of shares available for Awards under the Plan.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (b) Type
      of Shares.
      Stock
      delivered by the Company under the Plan may be authorized but unissued Stock
      or
      previously issued Stock acquired by the Company. Except as determined by the
      Administrator, no fractional shares of Stock will be delivered under the
      Plan.

     

    (c) Section
      162(m) Limits.
      The
      maximum number of shares of Stock for which Stock Options may be granted to
      any
      person in any fiscal year and the maximum number of shares of Stock subject
      to
      SARs granted to any person in any fiscal year will each be 100% of the aggregate
      number of Shares that may be issued under the Plan. The maximum number of shares
      subject to any “performance-based compensation” Awards (as defined for purposes
      of Section 162(m) and the applicable Treasury Regulations thereunder) granted
      to
      any person in any fiscal year shall be 1,500,000 shares of Stock. The
      foregoing provisions will be construed in a manner consistent with Section
      162(m).

     

    (d) Stock
      Dividends, Stock Splits, etc.
      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 aggregate number and kind of shares which may be issued
      under
      this Plan (including, but not limited to, the provisions of Section 4(a) and
      Section 4(c) hereof) shall be appropriately adjusted in a manner determined
      in
      the sole discretion of the Administrator.

     

    (e) Par
      Value.
      Notwithstanding anything herein to the contrary, if a Participant is required
      by
      applicable law to pay the par value of the Common Stock subject to an Award,
      such payment may be made in any form permitted by applicable law, including
      services performed or contracted to be performed, in the sole discretion of
      the
      Administrator.

     

    5. ELIGIBILITY
      AND PARTICIPATION

     

    The
      Administrator will select Participants from among those current and prospective
      Employees, directors and consultants to the Company or its Affiliates and others
      who, in the opinion of the Administrator, are in a position to make a
      significant contribution to the success of the Company and its Affiliates.
      Eligibility for ISOs is limited to Employees of the Company or of a “Parent
      Corporation” or “Subsidiary Corporation” of the Company on the date of grant of
      the ISO.

     

    6. RULES APPLICABLE
      TO AWARDS

     

    (a) All
      Awards

     

    (1) Award
      Provisions.
      The
      Administrator will determine the terms of all Awards, subject to the limitations
      provided herein. By accepting any Award granted hereunder, the Participant
      agrees to the terms of the Award and the Plan. Notwithstanding any provision
      of
      this Plan to the contrary, awards of an acquired company that are converted,
      replaced or adjusted in connection with the acquisition may contain terms and
      conditions that are inconsistent with the terms and conditions specified herein,
      as determined by the Administrator. No Award shall be legally effective unless
      it is in writing and the document is signed by the Administrator. The
      Administrator shall have the power to accelerate the vesting of any Award
      granted
      under the Plan at any time following the grant of the Award.

     

    (2) Term
      of Plan. No
      Awards
      may be made under this Plan ten (10) years after date of its adoption by the
      Board, but previously granted Awards may continue beyond that date in accordance
      with their terms.

     

    (3) Transferability. An
      ISO
      may not be transferred except to the extent permitted by Section 422 of the
      Code. An Award other than an ISO may not be transferred except to the extent
      set
      forth in the Award.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (4) Dividend
      Equivalents, Etc.  The
      Administrator may provide for the payment of amounts in lieu of cash dividends
      or other cash distributions with respect to an Award; however, no dividends
      or
      other distributions may be paid in connection with an Award of a Stock Option
      or
      SAR except to the extent such Stock Option or SAR has been properly
      exercised.

     

    (5) Rights
      Limited. Nothing
      in the Plan will be construed as giving any person the right to continued
      employment or service with the Company or its Affiliates, or any rights as
      a
      stockholder except as to shares of Stock actually issued under the Plan. The
      loss of existing or potential profit in Awards will not constitute an element
      of
      damages in the event of termination of Employment for any reason, even if the
      termination is in violation of an obligation of the Company or Affiliate to
      the
      Participant.

     

    (6) Section 162(m).
      This
      Section 6(a)(6) applies to any Performance Award intended to qualify as
      performance-based for the purposes of Section 162(m) other than a Stock
      Option or SAR. In the case of any Performance Award to which this
      Section 6(a)(6) applies, the Plan and such Award will be construed to the
      maximum extent permitted by law in a manner consistent with qualifying the
      Award
      for the performance-based compensation exception under Section 162(m). With
      respect to such Performance Awards, the Administrator will preestablish, in
      writing, one or more specific Performance Criteria no later than 90 days
      after the commencement of the period of service to which the performance relates
      (or at such earlier time as is required to qualify the Award as
      performance-based under Section 162(m)). Prior to grant, vesting or payment
      of the Performance Award, as the case may be, the Administrator will certify
      whether the applicable Performance Criteria have been attained and such
      determination will be final and conclusive. No Performance Award to which this
      Section 6(a)(6) applies may be granted after the first meeting of the
      stockholders of the Company held five (5) or more years after the date of
      approval of this Plan by the Stockholders of the Company until the listed
      performance measures set forth in the definition of “Performance Criteria” (as
      originally approved or as subsequently amended) have been resubmitted to and
      reapproved by the stockholders of the Company in accordance with the
      requirements of Section 162(m) of the Code, unless such grant is made
      contingent upon such approval.

     

    (7) Section 409A
      of the Code. 

     

    (i) Awards
      under the Plan are intended either to be exempt from the rules of
      Section 409A of the Code or to satisfy those rules and shall be construed
      accordingly. However, the Company shall not be liable to any Participant or
      other holder of an Award with respect to any Award-related adverse tax
      consequences arising under Section 409A or other provision of the Code.


    


    (ii) If
      any
      provision of the Plan or an Award agreement contravenes any regulations or
      Treasury guidance promulgated under Code Section 409A or could cause an Award
      to
      be subject to the interest and penalties under Code Section 409A, such provision
      of the Plan or Award shall be deemed automatically modified to maintain, to
      the
      maximum extent practicable, the original intent of the applicable provision
      without violating the provisions of Code Section 409A. Moreover, any
      discretionary authority that the Administrator may have pursuant to the Plan
      shall not be applicable to an Award that is subject to Code Section 409A to
      the
      extent such discretionary authority will contravene Section 409A or the
      regulations or guidance promulgated thereunder.

    


    (iii) Notwithstanding
      any provisions of this Plan or any Award granted hereunder to the contrary,
      no
      acceleration shall occur with respect to any Award to the extent such
      acceleration would cause the Plan or an Award granted hereunder to fail to
      comply with Code Section 409A.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (iv) Notwithstanding
      any provisions of this Plan or any
      applicable Award agreement to the contrary, no payment shall be made with
      respect to any Award granted under this Plan to a “specified employee” (as such
      term is defined for purposes of Code Section 409A) prior to the six-month
      anniversary of the employee’s separation of service to the extent such six-month
      delay in payment is required to comply with Code Section 409A.

    


    (v) In
      the
      case of an Award providing for the payment of deferred compensation subject
      to
      Section 409A of the Code, any payment of such deferred compensation by reason
      of
      a Change in Control shall be made only if the Change in Control is one described
      in subsection (a)(2)(A)(v) of Section 409A and the guidance thereunder and
      shall
      be paid consistent with the requirements of Section 409A. If any deferred
      compensation that would otherwise be payable by reason of a Change in Control
      cannot be paid by reason of the immediately preceding sentence, it shall be
      paid
      as soon as practicable thereafter consistent with the requirements of Section
      409A, as determined by the Administrator.

    


    (8) For
      Cause Terminations.
      Notwithstanding anything to the contrary contained in this Plan or in any Award,
      all Awards held by a Participant whose employment, directorship, consulting,
      service or other relationship with the Company or any Affiliate was terminated
      for “Cause” shall, subject to the discretion of the Administrator to provide
      otherwise, terminate immediately as of the date of such termination for “Cause.
      A termination of a Participant’s employment, directorship, consulting, service
      or other relationship with the Company or any Affiliate shall be for “Cause” if
      the Administrator determines that the Participant: (i) was guilty of fraud,
      gross negligence or willful misconduct in the performance of his or her duties
      for the Company or any Affiliate, (ii) willfully and continually failed to
      perform substantially the Participant’s duties with the Company or any Affiliate
      (other than any such failure resulting from incapacity due to Disability) after
      delivery of written demand for substantial performance to the Participant by
      the
      Board, the Administrator or the Chief Executive Officer of the Company that
      specifically identified the manner in which the Board, the Administrator or
      the
      Chief Executive Officer believed the Participant did not substantially perform
      his or her duties, (iii) breached or violated, in a material respect, any
      agreement between the Participant and the Company or any Affiliate or any of
      the
      Company’s or its Affiliates’ codes of conduct or corporate policies, including
      policy statements regarding conflicts-of-interest, insider trading or
      confidentiality, (iv) committed a material act of dishonesty or breach of trust,
      (v) acted in a manner that was inimical or injurious, in a material respect,
      to
      the business or interests of the Company or any of its Affiliates, or (vi)
      was
      convicted of, or plead guilty or nolo contendere to, a felony or any other
      crime
      involving moral turpitude which subjects, or if generally known, would subject,
      the Company or any of its Affiliates to public ridicule or
      embarrassment.

     

    (b) Stock
      Options and SARs

     

    (1) Duration
      of Stock Options and SARs.  The
      latest date on which a Stock Option or a SAR may be exercised will be the tenth
      anniversary of the date the Stock Option (fifth anniversary in the case of
      an
      ISO granted to a ten percent shareholder within the meaning of Section 422(b)(6)
      of the Code) or SAR was granted, or such earlier date as may have been specified
      by the Administrator at the time the Stock Option or SAR was
      granted. 

     

    (2) Vesting. The
      Administrator shall fix the term during which each Stock Option or SAR may
      be
      exercised, but no Stock Option or SAR shall be exercisable after the tenth
      anniversary of its date of grant. A Stock Option and an SAR shall become
      exercisable as provided in the Award. Notwithstanding any other provision of
      the
      Plan, the Administrator may determine with respect to an Award that the date
      on
      which any outstanding Stock Option or SAR or any portion thereof is exercisable
      shall be advanced to an earlier date or dates designated by the Administrator
      in
      accordance with such terms and subject to such conditions, if any, as the
      Administrator shall specify.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (3) Time
      and Manner of Exercise.
       Unless
      the Administrator expressly provides otherwise, an Award requiring exercise
      by
      the holder will not be deemed to have been exercised until the Administrator
      receives a notice of exercise (in form acceptable to the Administrator) signed
      by the appropriate person and accompanied by any payment required under the
      Award. If the Award is exercised by any person other than the Participant,
      the
      Administrator may require satisfactory evidence that the person exercising
      the
      Award has the right to do so. 

     

    (4) Exercise
      Price. The
      exercise price (or in the case of a SAR, the base price above which appreciation
      is to be measured) of each Award requiring exercise shall be 100% (in the case
      of an ISO granted to a ten-percent shareholder within the meaning of
      Section 422(b)(6) of the Code, 110%) of the fair market value of the Stock
      subject to the Award, determined as of the date of grant, or such higher amount
      as the Administrator may determine in connection with the grant. Notwithstanding
      the foregoing, a Stock Option (whether or not an ISO) may be issued or assumed
      with an exercise price determined according to the provisions of Section 424(a)
      of the Code, if such issuance or assumption of such Option is pursuant to a
      transaction described in Section 424(a) of the Code. If and to the extent
      required by the corporation law of the state of incorporation of the Company,
      the exercise price paid for each share of Stock shall not be less than the
      par
      value per share of the Stock.

     

    (5) Payment
      Of Exercise Price.
       Where
      the
      exercise of an Award is to be accompanied by payment, the Administrator shall
      state in the Award the required or permitted forms of payment.

     

    (6) Stock
      Option Forms.
      Unless
      otherwise determined by the Administrator and subject to the authority of the
      Administrator set forth in Section 3 hereof, an ISO granted pursuant to this
      Plan to an Employee shall be issued substantially in the form set forth in
      Appendix I hereof, which form is hereby incorporated by reference and made
      a
      part hereof, and shall contain substantially the terms and conditions set forth
      therein. Subject to the authority of the Administrator set forth in Section
      3
      hereof, a Stock Option which is not an ISO granted pursuant to this Plan to
      an
      Employee shall be issued substantially in the form set forth in Appendix II
      hereof, which form is hereby incorporated by reference and made a part hereof,
      and shall contain substantially the terms and conditions set forth therein.
      Subject to the authority of the Administrator set forth in Section 3 hereof,
      a
      Stock Option granted pursuant to this Plan to an individual or entity which
      is
      not an Employee shall be issued substantially in the form set forth in Appendix
      III hereof, which form is hereby incorporated by reference and made a part
      hereof, and shall contain substantially the terms and conditions set forth
      therein. At the time of the grant of a Stock Option, the Administrator may,
      in
      the Administrator’s sole discretion, amend or supplement any of the option terms
      contained in Appendix I, II or III hereof for any particular optionee, provided
      that with respect to an ISO, the Stock Option satisfies the requirements for
      an
      ISO set forth in the Code.

     

    (7) Notification
      by Employees.
      Any
      Employee who disposes of shares acquired upon the exercise of an ISO either
      (i)
      within two years from the date of grant of such ISO or (ii) within one year
      after the transfer of such shares to the Employee shall notify the Company
      of
      such disposition and of the amount realized upon such disposition.

     

    (c) Restricted
      Stock and Other Awards Not Requiring Exercise

     

    (1) Consideration
      in General.
      In
      general, Awards that do not require exercise may be made in exchange for such
      lawful consideration, including services, as the Administrator determines.
      Any
      purchase price payable by a Participant to the Company for Stock under an Award
      not requiring exercise shall be paid in cash or check acceptable to the
      Administrator, through the delivery of shares of Stock that have been
      outstanding for at least six months (unless the Administrator approves a shorter
      period) and that have a fair market value equal to the purchase price, if and
      to
      the extent permitted by the Administrator, by delivery to the Company of a
      promissory note of the Participant, payable on such terms as are specified
      by
      the Administrator, or by any combination of the foregoing permissible forms
      of
      payment.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (2) Vesting.
      Restricted Stock shall be granted subject to such restrictions on the full
      enjoyment of the shares as the Administrator shall specify; which restrictions
      may be based on the passage of time, satisfaction of Performance Criteria,
      or
      the occurrence of one or more events; and shall lapse separately or in
      combination upon such conditions and at such time or times, in installments
      or
      otherwise, as the Administrator shall specify. No Award of Restricted Stock
      made
      on or after July 31, 2008 which restrictions are based solely on the passage
      of
      time will fully vest in less than three years from the date of grant of the
      Award . No Award of Restricted Stock made on or after July 31, 2008 which
      restrictions are based on the satisfaction of Performance Criteria will provide
      for a performance period of less than one year. Notwithstanding the foregoing,
      the Company may grant Awards of Restricted Stock on or after July 31, 2008
      covering up to five percent (5%) of the Stock available for future Awards under
      the Plan without complying with the provisions contained in the two prior
      sentences of this paragraph. 

     

    (3) Restricted
      Stock Agreement Forms.
      Restricted Stock awarded pursuant to this Plan to an Employee which is intended
      to be time vested and Restricted Stock awarded to an individual or entity who
      or
      which is not an Employee which is intended to be time vested shall contain
      such
      terms as determined by the Administrator and shall be subject to the terms
      of an
      agreement executed by the Company and the Participant receiving the Restricted
      Stock award containing such terms as the Administrator shall determine.


     

    7. AMENDMENT,
      SUPPLEMENT, WAIVER AND TERMINATION

     

    The
      Board
      may at any time or times amend, supplement or waive the Plan (or any of the
      provisions thereof) or any outstanding Award (or any of the provisions thereof)
      for any purpose which may at the time be permitted by law, and may at any time
      terminate the Plan as to any future grants of Awards; provided,
      that
      except as otherwise expressly provided in the Plan the Board may not, without
      the Participant’s consent, alter the terms of an Award so as to affect adversely
      the Participant’s rights under the Award, unless the Administrator expressly
      reserved the right to do so at the time of the Award. Any amendments,
      supplement, waiver or termination to the Plan shall be conditioned upon
      stockholder approval only to the extent, if any, such approval is required
      by
      law (including the Code and applicable stock exchange or trading market
      requirements), as determined by the Administrator. Moreover, with respect to
      any
      Award granted on or after July 31, 2008, any restrictions placed on an Award
      granted under the Plan shall not be waived by the Board or the Company, except
      in the case of the death, disability or retirement of the recipient of the
      Award, or in the event of a “Change of Control” as provided in the Plan.


     

    8. OTHER
      COMPENSATION ARRANGEMENTS

     

    The
      existence of the Plan or the grant of any Award will not in any way affect
      the
      Company’s right to award a Participant bonuses or other compensation in addition
      to Awards under the Plan. 

     

    9. WAIVER
      OF JURY TRIAL

     

    By
      accepting an Award under the Plan, each Participant waives
      any right to a trial by jury
      in any
      action, proceeding or counterclaim concerning any rights under the Plan and
      any
      Award, or under any amendment, waiver, consent, instrument, document or other
      agreement delivered or which in the future may be delivered in connection
      therewith. By accepting an Award under the Plan, each Participant certifies
      that
      no officer, representative, or attorney of the Company has represented,
      expressly or otherwise, that the Company would not, in the event of any action,
      proceeding or counterclaim, seek to enforce the foregoing waiver. 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    10. MISCELLANEOUS

     

    (a) No
      Shareholder Rights.
      The
      holder of an Award shall have no rights as a Company shareholder with respect
      thereto unless, and until the date as of which, shares of Stock are in fact
      issued upon exercise or in payment with respect to such Award. 

     

    (b) Securities
      Restrictions.
      No
      shares of Stock shall be issued, delivered or transferred upon exercise or
      in
      payment of any Award granted hereunder unless and until all legal requirements
      applicable to the issuance, delivery or transfer of such shares have been
      complied with to the satisfaction of the Administrator, and the Company,
      including, without limitation, compliance with the provisions of the Securities
      Act of 1933, the Securities Exchange Act of 1934 and the applicable requirements
      of the exchanges or trading markets on which the Company’s Stock may, at the
      time, be listed. The Administrator and the Company shall have the right to
      condition any issuance of shares of Stock made to any Participant hereunder
      on
      such Participant’s undertaking in writing to comply with such restrictions on
      his or her subsequent disposition of such shares as the Administrator and/or
      the
      Company shall deem necessary or advisable as a result of any applicable law,
      regulation or official interpretation thereof, and certificates representing
      such shares may be legended to reflect any such restrictions. 

     

    (c) Taxes.
      The
      Company shall have the right to deduct from all Awards hereunder paid in cash
      any federal, state, local or foreign taxes required by law to be withheld with
      respect to such cash Awards. In the case of Awards to be distributed in Stock,
      the Company shall have the right to require, as a condition of such
      distribution, that the Participant or other person receiving such Stock either
      (i) pay to the Company at the time of distribution thereof the amount of any
      such taxes which the Company is required to withhold with respect to such Stock
      or (ii) make such other arrangements as the Company may authorize from time
      to
      time to provide for such withholding including without limitation having the
      number of the units of the Award cancelled or the number of the shares of Stock
      to be distributed reduced by an amount with a value equal to the value of such
      taxes required to be withheld. 

     

    (d) No
      Employment Right.
      No
      Employee, director or consultant of the Company, or of any Affiliate of the
      Company, shall have any claim or right to be granted an Award under this Plan.
      Neither this Plan nor any action taken hereunder shall be construed as giving
      any Employee any right to be retained in the employ of the Company or any
      Affiliate or any director or consultant any right to continue as a director
      or
      consultant of the Company or any Affiliate.

     

    (e) Stock
      to be Used.
      Distributions of shares of Stock upon exercise, in payment or in respect of
      Awards made under this Plan may be made either from shares of authorized but
      unissued Stock reserved for such purpose by the Board or from shares of
      authorized and issued Stock reacquired by the Company and held in its treasury,
      as from time to time determined by the Administrator. The obligation of the
      Company to make delivery of Awards in cash or Stock shall be subject to currency
      or other restrictions imposed by any government. 

     

    (f) Expenses
      of the Plan.
      The
      costs and expenses of administering this Plan shall be borne by the Company
      or
      its Affiliates and not charged to any Award or to any Participant.

     

    (g) Plan
      Unfunded.
      This
      Plan shall be unfunded. The Company shall not be required to establish any
      special or separate fund or to make any other segregation of assets to assure
      the payment of any Award under this Plan and payment of awards shall be
      subordinate to the claims of the Company’s general creditors. 

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (h) Corporate
      Action.
      Corporate action with respect to an Award to a Participant shall be deemed
      completed as of the date when the Administrator authorizes the Award, regardless
      of when the written documentation for the Award is actually delivered to, or
      acknowledged or agreed to by, the Participant.

     

    (i) Governing
      Law.
      This
      Plan shall be governed by the laws of the state of incorporation of the Company
      and shall be construed for all purposes in accordance with the laws of such
      state.

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      A

    


    Definition
      of Terms

     

    The
      following terms, when used in the Plan, will have the meanings and be subject
      to
      the provisions set forth below: 

     

    “Administrator”:
      The
      Committee, provided that so long as any class of the Company’s common equity
      securities is required to be registered under Section 12 of the Securities
      Exchange Act of 1934 (the “1934 Act”), the Committee shall consist of two or
      more directors, all of whom shall be “non-employee directors” within the meaning
      of Rule 16b-3 promulgated under the 1934 Act, and further provided that all
      of the Committee members shall be “independent directors” as defined in the
      applicable rules of the principal exchange or quotation system on which the
      Company’s common equity is listed for trading. In addition, if practicable the
      Committee members shall be “outside directors” within the meaning of
      Section 162(m); and provided further, that subject to any prohibition under
      applicable law, including any applicable exchange or trading market
      requirements, the Committee may delegate (i) to one or more of its members
      such of its duties, powers and responsibilities as it may determine (other
      than
      the allocation of Awards to the executive officers of the Company, persons
      who
      are officers of the Company within the meaning of Section 16 of the Securities
      Exchange Act of 1934 and the rules promulgated thereunder (“Section 16
      officers”), or the directors of the Company); (ii) to one or more officers
      of the Company the authority to allocate Awards among such persons (other than
      to the executive officers of the Company or Section 16 officers or the directors
      of the Company) eligible to receive Awards under the Plan as such delegated
      officer or officers determine consistent with such delegation; provided,
      that
      with respect to any delegation described in this clause (ii) the Committee
      (or a properly delegated member or members of such Committee) shall (x) have
      authorized the issuance of a specified number of shares of Stock under such
      Awards and (y) shall have specified the consideration, if any, to be paid
      therefor; and (iii) to such Employees or other persons as it determines
      such ministerial tasks as it deems appropriate. In the event of any delegation
      described in the preceding sentence, the term “Administrator” shall include the
      person or persons so delegated to the extent of such delegation. 

     

    “Affiliate”:
      Any
      corporation or other entity owning, directly or indirectly, 50% or more of
      the
      outstanding Stock of the Company, or in which the Company or any such
      corporation or other entity owns, directly or indirectly, 50% or more of the
      outstanding capital stock (determined by aggregate voting rights) or other
      voting interests. Notwithstanding the foregoing, with respect to an ISO, the
      term “Affiliate”, as used herein, shall refer only to the Company or a Parent
      Corporation or a Subsidiary Corporation.

     

    “Award”:
      The
      agreement or other document evidencing any or a combination of the following:
      

     

    
      	 	
              (i)

            	
              Stock
                Options.

            


    

     

    
      	 	
              (ii)

            	
              SARs.

            


    

     

    
      	 	
              (iii)

            	
              Restricted
                Stock (also called “Restricted
                Shares”).

            


    

     

    
      	 	
              (iv)

            	
              Unrestricted
                Stock.

            


    

     

    
      	 	
              (v)

            	
              Stock
                Units, including Restricted Stock
                Units.

            


    

     

    
      	 	
              (vi)

            	
              Performance
                Awards.

            


    

     


    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    


    “Board”:
      The
      Board of Directors of the Company. 

     

    “Change
      in Control”:
      An event
      or events, in which: 

     

    (A) any
      “person” as such term is used in Sections 13(d) and 14(d) of the
      1934 Act (other than (i) the Company, (ii) any subsidiary of the
      Company, (iii) any trustee or other fiduciary holding securities under an
      employee benefit plan of the Company or of any subsidiary of the Company,
      (iv) any company owned, directly or indirectly, by the stockholders of the
      Company in substantially the same proportions as their ownership of stock of
      the
      Company, or (v) any individual or entity which on the date of adoption of this
      Plan by the Board beneficially owned securities of the Company representing
      10%
      or more of the Company’s then outstanding securities), is or becomes the
“beneficial owner” (as defined in Section 13(d) of the 1934 Act),
      together with all affiliates and Associates (as such terms are used in
      Rule 12b-2 of the General Rules and Regulations under the 1934 Act) of
      such person, directly or indirectly, of securities of the Company representing
      more than 15% of the combined voting power of the Company’s then outstanding
      securities (other than pursuant to a bona fide underwriting agreement relating
      to a public distribution of the securities of the Company) or such person
      commences a tender or exchange offer for more than 15% of the combined voting
      power of the Company’s then outstanding securities;

    


    (B) the
      stockholders of the Company approve a merger or consolidation of the Company
      with any other company, other than (i) a merger or consolidation which
      would result in the voting securities of the Company outstanding immediately
      prior thereto continuing to represent (either by remaining outstanding or by
      being converted into voting securities of the surviving entity), in combination
      with the ownership of any trustee or other fiduciary holding securities under
      an
      employee benefit plan of the Company or any subsidiary of the Company, more
      than
      50% of the combined voting power of the voting securities of the Company or
      such
      surviving entity outstanding immediately after such merger or consolidation
      or
      (ii) a merger or consolidation effected to implement a recapitalization of
      the Company (or similar transaction) after which no “person” (with the method of
      determining “beneficial ownership” used in clause (A) of this
      definition) owns more than 50% of the combined voting power of the securities
      of
      the Company or the surviving entity of such merger or
      consolidation;

    


    (C) during
      any period of two consecutive years (not including any period prior to the
      execution of the Plan), individuals who at the beginning of such period
      constitute the Board, and any new director (other than a director designated
      by
      a person who has conducted or threatened a proxy contest, or has entered into
      an
      agreement with the Company to effect a transaction described in clause (A),
      (B)
      or (D) of this definition) whose election by the Board or nomination for
      election by the Company’s stockholders was approved by a vote of at least a
      majority of the directors then still in office, who either were directors at
      the
      beginning of the period or whose election or nomination for election was
      previously so approved cease for any reason to constitute at least a majority
      thereof; 

     

    (D) the
      sale
      or other disposition by the Company of all or substantially all of the Company’s
      assets; or

    


    (E) the
      dissolution or complete liquidation of the Company.

    


    “Code”:
      The
      U.S. Internal Revenue Code of 1986 as from time to time amended and in
      effect, or any successor statute as from time to time in effect. 

     

    “Committee”:
      The
      Committee appointed by the Board to administer this Plan. 

     


    
      
         

      

      
        A-2

        
          

        

      

      
         

      

    


    “Common
      Stock”: See
      definition of “Stock”.

     

    “Company”:
      Iconix
      Brand Group, Inc. 

     

    “Disability”
      shall
      mean permanent and total disability of an employee or director participating
      in
      the Plan as determined by the Administrator in accordance with uniform
      principles consistently applied, upon the basis of such evidence as the
      Administrator deems necessary and desirable. Notwithstanding the foregoing,
      with
      respect to an Award that is subject to Code Section 409A, no condition shall
      constitute a “Disability” for purposes of the Plan unless such condition also
      constitutes a disability as defined under Code Section 409A and, in the case
      of
      an ISO, Code Section 22(e)(3).

     

    “Employee”:
      Any
      person (including an officer) who is employed by the Company or an
      Affiliate.

     

    “Employment”:
      A
      Participant’s employment with the Company or its Affiliates. Employment will be
      deemed to continue, unless the Administrator expressly provides otherwise,
      so
      long as the Participant is employed by, or otherwise is providing services
      in a
      capacity described in Section 5 to the Company or its Affiliates. If a
      Participant’s employment or other service relationship is with an Affiliate and
      that entity ceases to be an Affiliate, the Participant’s Employment will be
      deemed to have terminated when the entity ceases to be an Affiliate unless
      the
      Participant transfers Employment to the Company or its remaining Affiliates
      or
      the Administrator expressly determines otherwise. Notwithstanding the foregoing,
      with respect to an ISO, the term “Affiliate”, as used herein, shall refer only
      to the Company or a Parent Corporation or a Subsidiary Corporation.

     

    “ISO”:
      A Stock
      Option intended to be an “incentive stock option” within the meaning of Section
      422 of the Code. Each option granted pursuant to the Plan will be treated as
      providing by its terms that it is to be a non-incentive stock option unless,
      as
      of the date of grant, it is expressly designated as an ISO.

     

    “Parent
      Corporation”: The
      term
“parent corporation” as used in any Stock Option granted pursuant to this Plan,
      shall (except as otherwise provided in the Award) have the meaning that is
      ascribed to that term when contained in Section 422(b) of the Code and the
      regulations thereunder, and the Company shall be deemed to be the grantor
      corporation for purposes of applying such meaning.

     

    “Participant”:
      A person
      who is granted an Award under the Plan. 

     

    “Performance
      Award”:
      An Award
      subject to Performance Criteria. The Administrator in its discretion may grant
      Performance Awards that are intended to qualify for the performance-based
      compensation exception under Section 162(m) and Performance Awards that are
      not
      intended so to qualify. 

     

    “Performance
      Criteria”:
      Specified criteria, other than the mere continuation of Employment or the mere
      passage of time, the satisfaction of which is a condition for the grant,
      exercisability, vesting or full enjoyment of an Award. For purposes of Awards
      that are intended to qualify for the performance-based compensation exception
      under Section 162(m), a Performance Criterion will mean an objectively
      determinable measure of performance relating to any or any combination of the
      following (measured either absolutely or by reference to an index or indices
      and
      determined either on a consolidated basis or, as the context permits, on a
      divisional, subsidiary, line of business, project or geographical basis or
      in
      combinations thereof): sales; revenues; assets; costs; earnings before or after
      deduction for all or any portion of interest, taxes, depreciation, or
      amortization, whether or not on a continuing operations or an aggregate or
      per
      share basis; return on equity, investment, capital or assets; one or more
      operating ratios; borrowing levels, leverage ratios or credit rating; market
      share; capital expenditures; cash flow; stock price; stockholder return or
      stockholder value; sales of particular products or services; customer
      acquisition or retention; safety, health or environmental affairs performance;
      compliance; acquisitions and divestitures (in whole or in part); joint ventures
      and strategic alliances; spin-offs, split-ups and the like; reorganizations;
      or
      recapitalizations, restructurings, financings (issuance of debt or equity)
      or
      refinancings. A Performance Criterion and any targets with respect thereto
      determined by the Administrator need not be based upon an increase, a positive
      or improved result or avoidance of loss. To the extent consistent with the
      requirements for satisfying the performance-based compensation exception under
      Section 162(m), the Administrator may provide in the case of any Award intended
      to qualify for such exception that one or more of the Performance Criteria
      applicable to such Award will be adjusted in an objectively determinable manner
      to reflect events (for example, but without limitation, acquisitions or
      dispositions) occurring during the performance period that affect the applicable
      Performance Criterion or Criteria. 

     


    
      
         

      

      
        A-3

        
          

        

      

      
         

      

    


    “Plan”:
      Iconix
      Brand Group, Inc. 2006 Equity Incentive Plan as from time to time amended and
      in
      effect. 

     

    “Restricted
      Stock”:
      Stock
      subject to restrictions requiring that it be redelivered or offered for sale
      to
      the Company if specified conditions are not satisfied. 

     

    “Restricted
      Stock Unit”:
      A Stock
      Unit that is, or as to which the delivery of Stock or cash in lieu of Stock
      is,
      subject to the satisfaction of specified performance or other vesting
      conditions. 

     

    “Section
      162(m)”:
      Section
      162(m) of the Code. 

     

    “SAR”:
      A right
      entitling the holder upon exercise to receive an amount (payable in shares
      of
      Stock of equivalent value or cash) equal to the excess of the fair market value
      of the shares of Stock subject to the right over the fair market value of such
      shares at the date of grant. 

     

    “Stock”:
      Common
      Stock of the Company, par value $.001 per share. 

     

    “Stock
      Option”:
      An
      option entitling the holder to acquire shares of Stock upon payment of the
      exercise price. 

     

    “Stock
      Unit”:
      An
      unfunded and unsecured promise, denominated in shares of Stock, to deliver
      Stock
      or cash measured by the value of Stock in the future. 

     

    “Subsidiary
      Corporation”: The
      term
      "subsidiary corporation" as used in any Stock Option granted pursuant to this
      Plan, shall (except as otherwise provided in the Award) have the meaning that
      is
      ascribed to that term when contained in Section 422(b) of the Code and the
      regulations thereunder, and the Company shall be deemed to be the grantor
      corporation for purposes of applying such meaning.

     

    “Unrestricted
      Stock”:
      Stock
      that is not subject to any restrictions under the terms of the
      Award.

     

    



    
      
         

      

      
        A-4

        
          

        

      

      
         

      

    



    APPENDIX
      I

    


    INCENTIVE
      STOCK OPTION

    


    


    


    To: ____________________________

    Name

     

    ____________________________

    Address

     

    Date
      of
      Grant: _____________________

    


    You
      are
      hereby granted an option, effective as of the date hereof, to purchase
      __________ shares of common stock, $.001 par value ("Common Stock"), of Iconix
      Brand Group, Inc., a Delaware corporation (the "Company"), at a price of $
       
      per
      share pursuant to the Company's 2006 Equity Incentive Plan (the
      "Plan").

     

    This
      option shall terminate and is not exercisable after ten years from the date
      of
      its grant (the "Scheduled Termination Date"), except if terminated earlier
      as
      hereafter provided.

     

    Your
      option may first be exercised on and after one year from the date of grant,
      but
      not before that time. On and after one year and prior to two years from the
      date
      of grant, your option may be exercised for up to 20% of the total number of
      shares subject to the option minus the number of shares previously purchased
      by
      exercise of the option (as adjusted for 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). Each succeeding year thereafter your
      option may be exercised for up to an additional 20% of the total number of
      shares subject to the option minus the number of shares previously purchased
      by
      exercise of the option (as adjusted for 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). Thus, this option is fully exercisable
      on and after five years after the date of grant, except if terminated earlier
      as
      provided herein.

     

    You
      may
      exercise your option by giving written notice to the Secretary of the Company
      on
      forms supplied by the Company at its then principal executive office,
      accompanied by payment of the option price for the total number of shares you
      specify that you wish to purchase. The payment may be in any of the following
      forms: (a) cash, which may be evidenced by a check and includes cash
      received from a stock brokerage firm in a so-called "cashless exercise";
      (b) (unless prohibited by the Administrator) certificates representing
      shares of Common Stock of the Company, which will be valued by the Secretary
      of
      the Company at the fair market value per share of the Company's Common Stock
      (as
      determined in accordance with the Plan) on the date of delivery of such
      certificates to the Company, accompanied by an assignment of the stock to the
      Company; or (c) (unless prohibited by the Administrator) any combination of
      cash and Common Stock of the Company valued as provided in clause (b). The
      use of the so-called "attestation procedure") to exercise a stock option may
      be
      permitted by the Administrator. Any assignment of stock shall be in a form
      and
      substance satisfactory to the Secretary of the Company, including guarantees
      of
      signature(s) and payment of all transfer taxes if the Secretary deems such
      guarantees necessary or desirable.

     


    
      
         

      

      
        I-1

        
          

        

      

      
         

      

    


    Your
      option will, to the extent not previously exercised by you, terminate three
      months after the date on which your employment by the Company or a Company
      subsidiary corporation is terminated other than: (i) by reason of Disability
      (as
      defined in the Plan) or death, in which case your option will terminate one
      year
      from the date of termination of employment due to Disability or death (but
      in no
      event later than the Scheduled Termination Date) or (ii) for cause (as defined
      in the Plan) or your resignation, in which case your option will terminate
      immediately and you will forfeit any right to exercise the option. After the
      date your employment is terminated, as aforesaid (other than for the reasons
      stated in clause ii), you may exercise this option only for the number of shares
      which you had a right to purchase and did not purchase on the date your
      employment terminated. If you are employed by a Company subsidiary corporation,
      your employment shall be deemed to have terminated on the date your employer
      ceases to be a Company subsidiary corporation, unless you are on that date
      transferred to the Company or another Company subsidiary corporation. Your
      employment shall not be deemed to have terminated if you are transferred from
      the Company to a Company subsidiary corpora-tion, or vice versa, or from one
      Company subsidiary corporation to another Company subsidiary
      corporation.

     

    If
      you
      die while employed by the Company or a Company subsidiary corporation, your
      executor or administrator, as the case may be, may, at any time within one
      year
      after the date of your death (but in no event later than the Scheduled
      Termination Date), exercise the option as to any shares which you had a right
      to
      purchase and did not purchase during your lifetime. If your employment with
      the
      Company or a Company parent or subsidiary corporation is terminated by reason
      of
      your Disability, you or your legal guardian or custodian may at any time within
      one year after the date of such termination (but in no event later than the
      Scheduled Termination Date), exercise the option as to any shares which you
      had
      a right to purchase and did not purchase prior to such termination. Your
      executor, administrator, guardian or custodian must present proof of his
      authority satisfactory to the Company prior to being allowed to exercise this
      option.

     

    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 option and the
      option price of such shares 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.

     

    In
      the event of a liquidation or proposed liquidation of the Company, including
      (but not limited to) a transfer of assets followed by a liquidation of the
      Company, or in the event of a Change in Control (as defined in the Plan) or
      proposed Change in Control, the Administrator shall have the right to accelerate
      this option and/or require you to exercise this option upon thirty (30) days
      prior written notice to you. If at the time such written notice is given this
      option is not otherwise exercisable, the written notice will set forth your
      right to exercise this option to the extent accelerated by the Administrator.
      In
      the event this option is not exercised by you within the thirty (30) day period
      set forth in such written notice, this option shall terminate on the last day
      of
      such thirty (30) day period, notwithstanding anything to the contrary contained
      in this option.

     

    This
      option is not transferable otherwise than by will or the laws of descent and
      distribution, and is exercisable during your lifetime only by you, including,
      for this purpose, your legal guardian or custodian in the event of Disability.
      Until the option price has been paid in full pursuant to due exercise of this
      option and the purchased shares are delivered to you, you do not have any rights
      as a shareholder of the Company. The Company reserves the right not to deliver
      to you the shares purchased by virtue of the exercise of this option during
      any
      period of time in which the Company deems, in its sole discretion, that such
      delivery would violate a federal, state, local or securities exchange rule,
      regulation or law.

     


    
      
         

      

      
        I-2

        
          

        

      

      
         

      

    


    Notwithstanding
      anything to the contrary contained herein, this option is not exercisable until
      all the following events occur and during the following periods of
      time:

     

    (a) Until
      the
      Plan pursuant to which this option is granted is approved by the shareholders
      of
      the Company in the manner required by any applicable provision of the Code
      (as
      defined in the Plan) and the regulations thereunder and any applicable
      securities exchange or listing rule or agreement;

     

    (b) Until
      this option and the optioned shares are approved, registered and listed with
      such federal, state, local and foreign regulatory bodies or agencies and
      securities exchanges as the Company may deem necessary or desirable, or the
      Company deems such option or optioned shares to be exempted therefrom;


     

    (c) During
      any period of time in which the Company deems that the exercisability of this
      option, the offer to sell the shares optioned hereunder, or the sale thereof,
      may violate a federal, state, local or foreign law, rule or regulation, or
      any
      applicable securities exchange or listing rule or agreement, or may cause the
      Company to be legally obligated to issue or sell more shares than the Company
      is
      legally entitled to issue or sell; or

     

    (d) Until
      you
      have paid or made suitable arrangements to pay (which may include payment
      through the surrender of Common Stock, unless prohibited by the Administrator)
      (i) all federal, state, local and foreign tax withholding required by the
      Company in connection with the option exercise and (ii) the employee's portion
      of other federal, state, local and foreign payroll and other taxes due in
      connection with the option exercise.

     

    The
      following two paragraphs shall be applicable if, on the date of exercise of
      this
      option, no registration statement and current prospectus under the Securities
      Act of 1933 covers the Common Stock to be purchased pursuant to such exercise,
      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 Common Stock
      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
      Common Stock to be issued hereunder 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 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.

     

    (b) The
      certificates for the Common Stock to be issued to you hereunder shall bear
      the
      following legend:

     


    
      
         

      

      
        I-3

        
          

        

      

      
         

      

    


    "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."

     

    The
      foregoing legend shall be removed upon registration of the legended shares
      under
      the Securities Act of 1933, as amended, and under any applicable state laws,
      and
      the availability of a current prospectus, or upon receipt of any opinion of
      counsel acceptable to the Company that such registration and current prospectus
      are no longer required.

     

    The
      sole
      purpose of the agreements, warranties, representations and legend set forth
      in
      the two immediately preceding paragraphs is to prevent violations of the
      Securities Act of 1933, as amended, and any applicable state securities
      laws.

     

    It
      is the
      intention of the Company and you that this option shall, if possible, be an
      "Incentive Stock Option" as that term is used in Section 422(b) of the Code
      and the regulations thereunder. In the event this option is in any way
      inconsistent with the legal requirements of the Code or the regulations
      thereunder for an "Incentive Stock Option," this option shall be deemed
      automatically amended as of the date hereof to conform to such legal
      requirements, if such conformity may be achieved by amendment. To the extent
      that the number of shares subject to this option which are exercisable for
      the
      first time exceed the $100,000 limitation contained in Section 422(d) of the
      Code, this option will not be considered an Incentive Stock Option.

     

    If
      shares
      of Common Stock acquired by exercise of this option are disposed of within
      two
      (2) years following the date of grant or one (1) year following the issuance
      of
      the shares to you (or any situation in which the option will be taxed as a
      non-qualified option), you shall, immediately prior to such disposition, notify
      the Company in writing of the date and terms of such disposition and provide
      such other information regarding the disposition as the Company may reasonably
      require.
      

     

    Nothing
      herein shall modify your status as an at-will employee of the Company or any
      of
      its Affiliates (as defined in the Plan). Further, nothing herein guarantees
      you
      employment for any specified period of time. This means that either you or
      the
      Company or any of its Affiliates may terminate your employment at any time
      for
      any reason, with or without cause, or for no reason. You recognize that, for
      instance, you may terminate your employment or the Company or any of its
      Affiliates may terminate your employment prior to the date on which your option
      becomes vested or exercisable.

     

    You
      understand and agree that the existence of this option 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 preference 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.

     


    
      
         

      

      
        I-4

        
          

        

      

      
         

      

    


    Any
      notice you give to the Company must be in writing and either hand-delivered
      or
      mailed to the office of the General Counsel of the Company. If mailed, it should
      be addressed to the General Counsel 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.

     

    Any
      dispute or disagreement between you and the Company with respect to any portion
      of this option (excluding Attachment A hereto) or its validity, construction,
      meaning, performance or your rights hereunder shall, unless the Company in
      its
      sole 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 option 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.

     

    This
      option shall be subject to the terms of the Plan in effect on the date this
      option is granted, which terms are hereby incorporated herein by reference
      and
      made a part hereof. In the event of any conflict between the terms of this
      option and the terms of the Plan in effect on the date of this option, the
      terms
      of the Plan shall govern. This option constitutes the entire understanding
      between the Company and you with respect to the subject matter hereof and no
      amendment, supplement or waiver of this option, in whole or in part, shall
      be
      binding upon the Company unless in writing and signed by the President of the
      Company. This option and the performances of the parties hereunder shall be
      construed in accordance with and governed by the laws of the State of
      Delaware.

     

    In
      consideration of the grant to you of this option, you hereby agree to the
      confidentiality and non-interference provisions set forth in Attachment A
      hereto.

     

    Please
      sign the copy of this option and return it to the Company's Secretary, thereby
      indicating your understanding of and agreement with its terms and conditions,
      including
      Attachment A hereto.

     

    


    ICONIX
      BRAND GROUP, INC.

     

     

    By:
      _________________________________

     

     


    
      
         

      

      
        I-5

        
          

        

      

      
         

      

    


    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 this option,
including
      Attachment A, hereto.
      I
      hereby signify my understanding of, and my agreement with, the terms and
      conditions of the Plan and of this option, including
      Attachment A, hereto.
      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 option. I accept this option in full satisfaction of any previous
      written or verbal promise made to me by the Company or any of its Affiliates
      with respect to option or stock grants.

     

     

    
      	Date: _____________	
              _____________________________

              Signature
                of Optionee

               

              _____________________________

              Print
                Name

            


    

    
      


     


    
      
         

      

      
        I-6

        
          

        

      

      
         

      

    


    Attachment
      A to Stock Option

    


    Confidentiality
      and Non-Interference.

    


    (a) You
      covenant and agree that, in consideration of the grant to you of this stock
      option, you will not, during your employment with the Company or at any time
      thereafter, except with the express prior written consent of the Company or
      pursuant to the lawful order of any judicial or administrative agency of
      government, directly or indirectly, disclose, communicate or divulge to any
      individual or entity, or use for the benefit of any individual or entity, any
      knowledge or information with respect to the conduct or details of the Company's
      business which you, acting reasonably, believe or should believe to be of a
      confidential nature and the disclosure of which not to be in the Company's
      interest.

     

    (b) You
      covenant and agree that, in consideration of the grant to you of this stock
      option, you will not, during your employment with the Company, except with
      the
      express prior written consent of the Company, directly or indirectly, whether
      as
      employee, owner, partner, member, consultant, agent, director, officer,
      shareholder or in any other capacity, engage in or assist any individual or
      entity to engage in any act or action which you, acting reasonably, believe
      or
      should believe would be harmful or inimical to the interests of the
      Company.

     

    (c) You
      covenant and agree that, in consideration of the grant to you of this stock
      option, you will not, for a period of two years after your employment with
      the
      Company ceases for any reason whatsoever (whether voluntary or not), except
      with
      the express prior written consent of the Company, directly or indirectly,
      whether as employee, owner, partner, member, consultant, agent, director,
      officer, shareholder or in any other capacity, for your own account or for
      the
      benefit of any individual or entity, (i) solicit any customer of the Company
      for
      business which would result in such customer terminating their relationship
      with
      the Company; or (ii) solicit or induce any individual or entity which is an
      employee of the Company to leave the Company or to otherwise terminate their
      relationship with the Company.

     

    (d) The
      parties agree that any breach by you of any of the covenants or agreements
      contained in this Attachment A will result in irreparable injury to the Company
      for which money damages could not adequately compensate the Company and
      therefore, in the event of any such breach, the Company shall be entitled (in
      addition to any other rights and remedies which it may have at law or in equity)
      to have an injunction issued by any competent court enjoining and restraining
      you and/or any other individual or entity involved therein from continuing
      such
      breach. The existence of any claim or cause of action which you may have against
      the Company or any other individual or entity shall not constitute a defense
      or
      bar to the enforcement of such covenants. If the Company is obliged to resort
      to
      the courts for the enforcement of any of the covenants or agreements contained
      in this Attachment A, or if such covenants or agreements are otherwise the
      subject of litigation between the parties, and the Company prevails in such
      enforcement or litigation, then the term of such covenants and agreements shall
      be extended for a period of time equal to the period of such breach, which
      extension shall commence on the later of (a) the date on which the original
      (unextended) term of such covenants and agreements is scheduled to terminate
      or
      (b) the date of the final court order (without further right of appeal)
      enforcing such covenant or agreement.

     

    (e) If
      any
      portion of the covenants or agreements contained in this Attachment A, or the
      application hereof, is construed to be invalid or unenforceable, the other
      portions of such covenant(s) or agreement(s) or the application thereof shall
      not be affected and shall be given full force and effect without regard to
      the
      invalid or enforceable portions to the fullest extent possible. If any covenant
      or agreement in this Attachment A is held unenforceable because of the area
      covered, the duration thereof, or the scope thereof, then the court making
      such
      determination shall have the power to reduce the area and/or duration and/or
      limit the scope thereof, and the covenant or agreement shall then be enforceable
      in its reduced form.

     


    
      
         

      

      
        I-7

        
          

        

      

      
         

      

    


    (f) For
      purposes of this Attachment A, the term "the Company" shall include the Company,
      any successor to the Company and all present and future direct and indirect
      subsidiaries and affiliates of the Company.

     

    



    
      
         

      

      
        I-8

        
          

        

      

      
         

      

    



    APPENDIX
      II

    


    NON-QUALIFIED
      STOCK OPTION FOR OFFICERS AND OTHER

    EMPLOYEES

    


    
      To: ____________________________

      Name

       

      ____________________________

      Address

    

     

    Date
      of
      Grant: _____________________

    


    You
      are
      hereby granted an option, effective as of the date hereof, to purchase
      __________ shares of common stock, $.001 par value ("Common Stock"), of Iconix
      Brand Group, Inc. , a Delaware corporation (the "Company"), at a price of $
       
      per
      share pursuant to the Company's 2006 Equity Incentive Plan (the
      "Plan").

     

    This
      option shall terminate and is not exercisable after ten years from the date
      of
      its grant (the "Scheduled Termination Date"), except if terminated earlier
      as
      hereafter provided. 

     

    Your
      option may first be exercised on and after one year from the date of grant,
      but
      not before that time. On and after one year and prior to two years from the
      date
      of grant, your option may be exercised for up to 20% of the total number of
      shares subject to the option minus the number of shares previously purchased
      by
      exercise of the option (as adjusted for 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). Each succeeding year thereafter your
      option may be exercised for up to an additional 20% of the total number of
      shares subject to the option minus the number of shares previously purchased
      by
      exercise of the option (as adjusted for 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). Thus, this option is fully exercisable
      on and after five years after the date of grant, except if terminated earlier
      as
      provided herein.

     

    You
      may
      exercise your option by giving written notice to the Secretary of the Company
      on
      forms supplied by the Company at its then principal executive office,
      accompanied by payment of the option price for the total number of shares you
      specify that you wish to purchase. The payment may be in any of the following
      forms: (a) cash, which may be evidenced by a check and includes cash
      received from a stock brokerage firm in a so-called "cashless exercise";
      (b) (unless prohibited by the Administrator) certificates representing
      shares of Common Stock of the Company, which will be valued by the Secretary
      of
      the Company at the fair market value per share of the Company's Common Stock
      (as
      determined in accordance with the Plan) on the date of delivery of such
      certificates to the Company, accompanied by an assignment of the stock to the
      Company; or (c) (unless prohibited by the Administrator) any combination of
      cash and Common Stock of the Company valued as provided in clause (b). The
      use of the so-called "attestation procedure" to exercise a stock option may
      be
      permitted by the Administrator. Any assignment of stock shall be in a form
      and
      substance satisfactory to the Secretary of the Company, including guarantees
      of
      signature(s) and payment of all transfer taxes if the Secretary deems such
      guarantees necessary or desirable.

     


    
      
         

      

      
        II-1

        
          

        

      

      
         

      

    


    Your
      option will, to the extent not previously exercised by you, terminate three
      months after the date on which your employment by the Company or a Company
      subsidiary corporation is terminated other than: (i) by reason of Disability
      (as
      defined in the Plan) or death, in which case your option will terminate one
      year
      from the date of termination of employment due to Disability or death (but
      in no
      event later than the Scheduled Termination Date) or (ii) for cause (as defined
      in the Plan) or your resignation, in which case your option will terminate
      immediately and you will forfeit any right to exercise the option. After the
      date your employment is terminated, as aforesaid (other than for the reasons
      stated in clause ii), you may exercise this option only for the number of shares
      which you had a right to purchase and did not purchase on the date your
      employment terminated. If you are employed by a Company subsidiary corporation,
      your employment shall be deemed to have terminated on the date your employer
      ceases to be a Company subsidiary corporation, unless you are on that date
      transferred to the Company or another Company subsidiary corporation. Your
      employment shall not be deemed to have terminated if you are transferred from
      the Company to a Company subsidiary corpora-tion, or vice versa, or from one
      Company subsidiary corporation to another Company subsidiary
      corporation.

     

    If
      you
      die while employed by the Company or a Company subsidiary corporation, your
      executor or administrator, as the case may be, may, at any time within one
      year
      after the date of your death (but in no event later than the Scheduled
      Termination Date), exercise the option as to any shares which you had a right
      to
      purchase and did not purchase during your lifetime. If your employment with
      the
      Company or a Company parent or subsidiary corporation is terminated by reason
      of
      your Disability, you or your legal guardian or custodian may at any time within
      one year after the date of such termination (but in no event later than the
      Scheduled Termination Date), exercise the option as to any shares which you
      had
      a right to purchase and did not purchase prior to such termination. Your
      executor, administrator, guardian or custodian must present proof of his
      authority satisfactory to the Company prior to being allowed to exercise this
      option.

     

    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 option and the
      option price of such shares 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. 

     

    In
      the event of a liquidation or proposed liquidation of the Company, including
      (but not limited to) a transfer of assets followed by a liquidation of the
      Company, or in the event of a Change in Control (as defined in the Plan) or
      proposed Change in Control, the Administrator shall have the right to accelerate
      this option and/or require you to exercise this option upon thirty (30) days
      prior written notice to you. If at the time such written notice is given this
      option is not otherwise exercisable, the written notice will set forth your
      right to exercise this option to the extent accelerated by the Administrator.
      In
      the event this option is not exercised by you within the thirty (30) day period
      set forth in such written notice, this option shall terminate on the last day
      of
      such thirty (30) day period, notwithstanding anything to the contrary contained
      in this option.

     

    This
      option is not transferable otherwise than by will or the laws of descent and
      distribution, and is exercisable during your lifetime only by you, including,
      for this purpose, your legal guardian or custodian in the event of Disability.
      Until the option price has been paid in full pursuant to due exercise of this
      option and the purchased shares are delivered to you, you do not have any rights
      as a shareholder of the Company. The Company reserves the right not to deliver
      to you the shares purchased by virtue of the exercise of this option during
      any
      period of time in which the Company deems, in its sole discretion, that such
      delivery would violate a federal, state, local or securities exchange rule,
      regulation or law.

     


    
      
         

      

      
        II-2

        
          

        

      

      
         

      

    


    Notwithstanding
      anything to the contrary contained herein, this option is not exercisable until
      all the following events occur and during the following periods of
      time:

     

    (a) Until
      the
      Plan pursuant to which this option is granted is approved by the shareholders
      of
      the Company in the manner required by any applicable provision of the Code
      (as
      defined in the Plan) and the regulations thereunder and any applicable
      securities exchange or listing rule or agreement;

     

    (b) Until
      this option and the optioned shares are approved, registered and listed with
      such federal, state, local and foreign regulatory bodies or agencies and
      securities exchanges as the Company may deem necessary or desirable, or the
      Company deems such option or optioned shares to be exempted therefrom;


     

    (c) During
      any period of time in which the Company deems that the exercisability of this
      option, the offer to sell the shares optioned hereunder, or the sale thereof,
      may violate a federal, state, local or foreign law, rule or regulation, or
      any
      applicable securities exchange or listing rule or agreement, or may cause the
      Company to be legally obligated to issue or sell more shares than the Company
      is
      legally entitled to issue or sell; or

     

    (d) Until
      you
      have paid or made suitable arrangements to pay (which may include payment
      through the surrender of Common Stock, unless prohibited by the Administrator)
      (i) all federal, state, local and foreign tax withholding required by the
      Company in connection with the option exercise and (ii) the employee's portion
      of other federal, state, local and foreign payroll and other taxes due in
      connection with the option exercise.

     

    The
      following two paragraphs shall be applicable if, on the date of exercise of
      this
      option, no registration statement and current prospectus under the Securities
      Act of 1933 covers the Common Stock to be purchased pursuant to such exercise,
      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 Common Stock
      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
      Common Stock to be issued hereunder 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 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.

     

    (b) The
      certificates for the Common Stock to be issued to you hereunder shall bear
      the
      following legend:

     


    
      
         

      

      
        II-3

        
          

        

      

      
         

      

    


    "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."

     

    The
      foregoing legend shall be removed upon registration of the legended shares
      under
      the Securities Act of 1933, as amended, and under any applicable state laws
      or
      upon receipt of any opinion of counsel acceptable to the Company that said
      registration is no longer required.

     

    The
      sole
      purpose of the agreements, warranties, representations and legend set forth
      in
      the two immediately preceding paragraphs is to prevent violations of the
      Securities Act of 1933, as amended, and any applicable state securities
      laws.

     

    It
      is the
      intention of the Company and you that this option shall not be an “Incentive
      Stock Option” as that term is used in Section 422(b) of the Code and the
      regulations thereunder.

     

    Nothing
      herein shall modify your status as an at-will employee of the Company or any
      of
      its Affiliates (as defined in the Plan). Further, nothing herein guarantees
      you
      employment for any specified period of time. This means that either you or
      the
      Company or any of its Affiliates may terminate your employment at any time
      for
      any reason, with or without cause, or for no reason. You recognize that, for
      instance, you may terminate your employment or the Company or any of its
      Affiliates may terminate your employment prior to the date on which your option
      becomes vested or exercisable.

     

    You
      understand and agree that the existence of this option 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 preference 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.

     

    Any
      notice you give to the Company must be in writing and either hand-delivered
      or
      mailed to the office of the General Counsel of the Company. If mailed, it should
      be addressed to the General Counsel 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.

     

    Any
      dispute or disagreement between you and the Company with respect to any portion
      of this option (excluding Attachment A hereto) or its validity, construction,
      meaning, performance or your rights hereunder shall, unless the Company in
      its
      sole 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 option 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.

     


    
      
         

      

      
        II-4

        
          

        

      

      
         

      

    


    This
      option shall be subject to the terms of the Plan in effect on the date this
      option is granted, which terms are hereby incorporated herein by reference
      and
      made a part hereof. In the event of any conflict between the terms of this
      option and the terms of the Plan in effect on the date of this option, the
      terms
      of the Plan shall govern. This option constitutes the entire understanding
      between the Company and you with respect to the subject matter hereof and no
      amendment, supplement or waiver of this option, in whole or in part, shall
      be
      binding upon the Company unless in writing and signed by the President of the
      Company. This option and the performances of the parties hereunder shall be
      construed in accordance with and governed by the laws of the State of
      Delaware.

     

    In
      consideration of the grant to you of this option, you hereby agree to the
      confidentiality and non-interference provisions set forth in Attachment A
      hereto.

     

    Please
      sign the copy of this option and return it to the Company's Secretary, thereby
      indicating your understanding of and agreement with its terms and conditions,
      including
      Attachment A hereto.

     

    ICONIX
      BRAND GROUP INC. 

     

    By:
      _______________________________

     


    
      
         

      

      
        II-5

        
          

        

      

      
         

      

    


    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 this option,
including
      Attachment A, hereto.
      I
      hereby signify my understanding of, and my agreement with, the terms and
      conditions of the Plan and of this option, including
      Attachment A, hereto.
      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 option. I accept this option in full satisfaction of any previous
      written or verbal promise made to me by the Company or any of its Affiliates
      with respect to option or stock grants.

    
       

       

      
        	Date: _____________	
                _____________________________

                Signature
                  of Optionee

                 

                _____________________________

                Print
                  Name

              


      

      
        



    

     


    
      
         

      

      
        II-6

        
          

        

      

      
         

      

    


    Attachment
      A to Stock Option

    


    Confidentiality
      and Non-Interference.

    


    (a) You
      covenant and agree that, in consideration of the grant to you of this stock
      option, you will not, during your employment with the Company or at any time
      thereafter, except with the express prior written consent of the Company or
      pursuant to the lawful order of any judicial or administrative agency of
      government, directly or indirectly, disclose, communicate or divulge to any
      individual or entity, or use for the benefit of any individual or entity, any
      knowledge or information with respect to the conduct or details of the Company's
      business which you, acting reasonably, believe or should believe to be of a
      confidential nature and the disclosure of which not to be in the Company's
      interest.

     

    (b) You
      covenant and agree that, in consideration of the grant to you of this stock
      option, you will not, during your employment with the Company, except with
      the
      express prior written consent of the Company, directly or indirectly, whether
      as
      employee, owner, partner, member, consultant, agent, director, officer,
      shareholder or in any other capacity, engage in or assist any individual or
      entity to engage in any act or action which you, acting reasonably, believe
      or
      should believe would be harmful or inimical to the interests of the
      Company.

     

    (c) You
      covenant and agree that, in consideration of the grant to you of this stock
      option, you will not, for a period of two years after your employment with
      the
      Company ceases for any reason whatsoever (whether voluntary or not), except
      with
      the express prior written consent of the Company, directly or indirectly,
      whether as employee, owner, partner, member, consultant, agent, director,
      officer, shareholder or in any other capacity, for your own account or for
      the
      benefit of any individual or entity, (i) solicit any customer of the Company
      for
      business which would result in such customer terminating their relationship
      with
      the Company; or (ii) solicit or induce any individual or entity which is an
      employee of the Company to leave the Company or to otherwise terminate their
      relationship with the Company.

     

    (d) The
      parties agree that any breach by you of any of the covenants or agreements
      contained in this Attachment A will result in irreparable injury to the Company
      for which money damages could not adequately compensate the Company and
      therefore, in the event of any such breach, the Company shall be entitled (in
      addition to any other rights and remedies which it may have at law or in equity)
      to have an injunction issued by any competent court enjoining and restraining
      you and/or any other individual or entity involved therein from continuing
      such
      breach. The existence of any claim or cause of action which you may have against
      the Company or any other individual or entity shall not constitute a defense
      or
      bar to the enforcement of such covenants. If the Company is obliged to resort
      to
      the courts for the enforcement of any of the covenants or agreements contained
      in this Attachment A, or if such covenants or agreements are otherwise the
      subject of litigation between the parties, and the Company prevails in such
      enforcement or litigation, then the term of such covenants and agreements shall
      be extended for a period of time equal to the period of such breach, which
      extension shall commence on the later of (a) the date on which the original
      (unextended) term of such covenants and agreements is scheduled to terminate
      or
      (b) the date of the final court order (without further right of appeal)
      enforcing such covenant or agreement.

     

    (e) If
      any
      portion of the covenants or agreements contained in this Attachment A, or the
      application hereof, is construed to be invalid or unenforceable, the other
      portions of such covenant(s) or agreement(s) or the application thereof shall
      not be affected and shall be given full force and effect without regard to
      the
      invalid or enforceable portions to the fullest extent possible. If any covenant
      or agreement in this Attachment A is held unenforceable because of the area
      covered, the duration thereof, or the scope thereof, then the court making
      such
      determination shall have the power to reduce the area and/or duration and/or
      limit the scope thereof, and the covenant or agreement shall then be enforceable
      in its reduced form.

     


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    (f) For
      purposes of this Attachment A, the term "the Company" shall include the Company,
      any successor to the Company and all present and future direct and indirect
      subsidiaries and affiliates of the Company.

     

    



    
      
         

      

      
        
        

        
          

        

      

      
         

      

    



    APPENDIX
      III

    


    NON-QUALIFIED
      STOCK OPTION FOR DIRECTORS

    AND
      CONSULTANTS

    
      To: ____________________________

      Name

       

      ____________________________

      Address

    

     

    Date
      of
      Grant: _____________________

    


    You
      are
      hereby granted an option, effective as of the date hereof, to purchase
      __________ shares of common stock, $.001 par value ("Common Stock"), of Iconix
      Brand Group, Inc., a Delaware corporation (the "Company"), at a price of $
       
      per
      share pursuant to the Company's 2006 Equity Incentive Plan (the
      "Plan").

     

    This
      option shall terminate and is not exercisable after ten years from the date
      of
      its grant (the "Scheduled Termination Date"), except if terminated earlier
      as
      hereafter provided.

     

    Your
      option may first be exercised on and after one year from the date of grant,
      but
      not before that time. On and after one year and prior to two years from the
      date
      of grant, your option may be exercised for up to 20% of the total number of
      shares subject to the option minus the number of shares previously purchased
      by
      exercise of the option (as adjusted for 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). Each succeeding year thereafter your
      option may be exercised for up to an additional 20% of the total number of
      shares subject to the option minus the number of shares previously purchased
      by
      exercise of the option (as adjusted for 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). Thus, this option is fully exercisable
      on and after five years after the date of grant, except if terminated earlier
      as
      provided herein.

     

    You
      may
      exercise your option by giving written notice to the Secretary of the Company
      on
      forms supplied by the Company at its then principal executive office,
      accompanied by payment of the option price for the total number of shares you
      specify that you wish to purchase. The payment may be in any of the following
      forms: (a) cash, which may be evidenced by a check and includes cash
      received from a stock brokerage firm in a so-called "cashless exercise";
      (b) (unless prohibited by the Administrator) certificates representing
      shares of Common Stock of the Company, which will be valued by the Secretary
      of
      the Company at the fair market value per share of the Company's Common Stock
      (as
      determined in accordance with the Plan) on the date of delivery of such
      certificates to the Company, accompanied by an assignment of the stock to the
      Company; or (c) (unless prohibited by the Administrator) any combination of
      cash and Common Stock of the Company valued as provided in clause (b). The
      use of the so-called "attestation procedure" to exercise a stock option may
      be
      permitted by the Administrator. Any assignment of stock shall be in a form
      and
      substance satisfactory to the Secretary of the Company, including guarantees
      of
      signature(s) and payment of all transfer taxes if the Secretary deems such
      guarantees necessary or desirable.

     


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    Your
      option will, to the extent not previously exercised by you, terminate three
      months after the date on which your directorship or consultancy by the Company
      or a Company subsidiary corporation is terminated other than by reason of (i)
      Disability (as defined in the Plan) or death, in which case your option will
      terminate one year from the date of termination of directorship or consultancy
      due to Disability or death (but in no event later than the Scheduled Termination
      Date) or (ii) for cause (as defined in the Plan) or your resignation, in which
      case your option will terminate immediately and you will forfeit any right
      to
      exercise the option. After the date your directorship or consultancy is
      terminated, as aforesaid (other than for the reasons stated in clause (ii),
      you
      may exercise this option only for the number of shares which you had a right
      to
      purchase and did not purchase on the date your directorship or consultancy
      terminated. Provided you are willing to continue your directorship or
      consultancy for the Company or a successor after a Change in Control at the
      same
      compensation you enjoyed immediately prior to such Change in Control, if your
      directorship or consultancy is involuntarily terminated without cause after
      a
      Change in Control, you may exercise this option for the number of shares you
      would have had a right to purchase on the date of an Acceleration Event. If
      you
      are employed by a Company subsidiary corporation, your directorship or
      consultancy shall be deemed to have terminated on the date your employer ceases
      to be a Company subsidiary corporation, unless you are on that date transferred
      to the Company or another Company subsidiary corporation. Your directorship
      or
      consultancy shall not be deemed to have terminated if you are transferred from
      the Company to a Company subsidiary corpora-tion, or vice versa, or from one
      Company subsidiary corporation to another Company subsidiary
      corporation.

     

    If
      you
      die while employed by the Company or a Company subsidiary corporation, your
      executor or administrator, as the case may be, may, at any time within one
      year
      after the date of your death (but in no event later than the Scheduled
      Termination Date), exercise the option as to any shares which you had a right
      to
      purchase and did not purchase during your lifetime. If your directorship or
      consultancy with the Company or a Company parent or subsidiary corporation
      is
      terminated by reason of your Disability, you or your legal guardian or custodian
      may at any time within one year after the date of such termination (but in
      no
      event later than the Scheduled Termination Date), exercise the option as to
      any
      shares which you had a right to purchase and did not purchase prior to such
      termination. Your executor, administrator, guardian or custodian must present
      proof of his authority satisfactory to the Company prior to being allowed to
      exercise this option.

     

    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 option and the
      option price of such shares 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.

     

    In
      the event of a liquidation or proposed liquidation of the Company, including
      (but not limited to) a transfer of assets followed by a liquidation of the
      Company, or in the event of a Change in Control (as defined in the Plan) or
      proposed Change in Control, the Administrator shall have the right to accelerate
      this option and/or require you to exercise this option upon thirty (30) days
      prior written notice to you. If at the time such written notice is given this
      option is not otherwise exercisable, the written notice will set forth your
      right to exercise this option to the extent accelerated by the Administrator.
      In
      the event this option is not exercised by you within the thirty (30) day period
      set forth in such written notice, this option shall terminate on the last day
      of
      such thirty (30) day period, notwithstanding anything to the contrary contained
      in this option.

     


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    This
      option is not transferable otherwise than by will or the laws of descent and
      distribution, and is exercisable during your lifetime only by you, including,
      for this purpose, your legal guardian or custodian in the event of Disability.
      Until the option price has been paid in full pursuant to due exercise of this
      option and the purchased shares are delivered to you, you do not have any rights
      as a shareholder of the Company. The Company reserves the right not to deliver
      to you the shares purchased by virtue of the exercise of this option during
      any
      period of time in which the Company deems, in its sole discretion, that such
      delivery would violate a federal, state, local or securities exchange rule,
      regulation or law.

     

    Notwithstanding
      anything to the contrary contained herein, this option is not exercisable until
      all the following events occur and during the following periods of
      time:

     

    (a) Until
      the
      Plan pursuant to which this option is granted is approved by the shareholders
      of
      the Company in the manner required by any applicable provision of the Code
      (as
      defined in the Plan) and the regulations thereunder and any applicable
      securities exchange or listing rule or agreement;

     

    (b) Until
      this option and the optioned shares are approved, registered and listed with
      such federal, state, local and foreign regulatory bodies or agencies and
      securities exchanges as the Company may deem necessary or desirable, or the
      Company deems such option or optioned shares to be exempted therefrom;


     

    (c) During
      any period of time in which the Company deems that the exercisability of this
      option, the offer to sell the shares optioned hereunder, or the sale thereof,
      may violate a federal, state, local or foreign law, rule or regulation, or
      any
      applicable securities exchange or listing rule or agreement, or may cause the
      Company to be legally obligated to issue or sell more shares than the Company
      is
      legally entitled to issue or sell; or

     

    (d) Until
      you
      have paid or made suitable arrangements to pay (which may include payment
      through the surrender of Common Stock, unless prohibited by the Administrator)
      (i) all federal, state, local and foreign tax withholding required by the
      Company in connection with the option exercise and (ii) the employee's portion
      of other federal, state, local and foreign payroll and other taxes due in
      connection with the option exercise.

     

    The
      following two paragraphs shall be applicable if, on the date of exercise of
      this
      option, no registration statement and current prospectus under the Securities
      Act of 1933 covers the Common Stock to be purchased pursuant to such exercise,
      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 Common Stock
      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
      Common Stock to be issued hereunder 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 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.

     

     

     


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    (b) The
      certificates for the Common Stock 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."

     

    The
      foregoing legend shall be removed upon registration of the legended shares
      under
      the Securities Act of 1933, as amended, and under any applicable state laws
      or
      upon receipt of any opinion of counsel acceptable to the Company that said
      registration is no longer required.

     

    The
      sole
      purpose of the agreements, warranties, representations and legend set forth
      in
      the two immediately preceding paragraphs is to prevent violations of the
      Securities Act of 1933, as amended, and any applicable state securities
      laws.

     

    It
      is the
      intention of the Company and you that this option shall not be an "Incentive
      Stock Option" as that term is used in Section 422(b) of the Code and the
      regulations thereunder.

     

    Nothing
      herein guarantees your term as a director of, or consultant to, the Company
      or
      any of its Affiliates (as defined in the Plan) for any specified period of
      time.
      This means that either you or the Company or any of its Affiliates may terminate
      your directorship or consultancy at any time for any reason, with or without
      cause, or for no reason. You recognize that, for instance, the Company or any
      of
      its Affiliates may terminate your directorship or consultancy with the Company
      or any of its Affiliates prior to the date on which your option becomes vested
      or exercisable.

     

    You
      understand and agree that the existence of this option 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 preference 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.

     

    Any
      notice you give to the Company must be in writing and either hand-delivered
      or
      mailed to the office of the General Counsel of the Company. If mailed, it should
      be addressed to the General Counsel 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 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.

     

    Any
      dispute or disagreement between you and the Company with respect to any portion
      of this option (excluding Attachment A hereto) or its validity, construction,
      meaning, performance or your rights hereunder shall, unless the Company in
      its
      sole 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 option 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.

     


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    This
      option shall be subject to the terms of the Plan in effect on the date this
      option is granted, which terms are hereby incorporated herein by reference
      and
      made a part hereof. In the event of any conflict between the terms of this
      option and the terms of the Plan in effect on the date of this option, the
      terms
      of the Plan shall govern. This option constitutes the entire understanding
      between the Company and you with respect to the subject matter hereof and no
      amendment, supplement or waiver of this option, in whole or in part, shall
      be
      binding upon the Company unless in writing and signed by the President of the
      Company. This option and the performances of the parties hereunder shall be
      construed in accordance with and governed by the laws of the State of
      Delaware.

     

    In
      consideration of the grant to you of this option, you hereby agree to the
      confidentiality and non-interference provisions set forth in Attachment A
      hereto.

     

    Please
      sign the copy of this option and return it to the Company's Secretary, thereby
      indicating your understanding of and agreement with its terms and conditions,
      including
      Attachment A hereto.

     

    ICONIX
      BRAND GROUP, INC.

     

    By:
      _____________________________

    



    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    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 this option,
including
      Attachment A, hereto.
      I
      hereby signify my understanding of, and my agreement with, the terms and
      conditions of the Plan and of this option, including
      Attachment A, hereto.
      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 option. I accept this option in full satisfaction of any previous
      written or verbal promise made to me by the Company or any of its Affiliates
      with respect to option or Stock grants.

     

     

    
      	Date: _____________	
              _____________________________

              Signature
                of Optionee

               

              _____________________________

              Print
                Name

            


    

    
      


    


    



    
      
         

      

      
        
        

        
          

        

      

      
         

      

    



    Attachment
      A to Stock Option

    


    Confidentiality
      and Non-Interference.

    


    (a) You
      covenant and agree that, in consideration of the grant to you of this stock
      option, you will not, during your term as a director of, or a consultant to,
      the
      Company or at any time thereafter, except with the express prior written consent
      of the Company or pursuant to the lawful order of any judicial or administrative
      agency of government, directly or indirectly, disclose, communicate or divulge
      to any individual or entity, or use for the benefit of any individual or entity,
      any knowledge or information with respect to the conduct or details of the
      Company's business which you, acting reasonably, believe or should believe
      to be
      of a confidential nature and the disclosure of which not to be in the Company's
      interest.

     

    (b You
      covenant and agree that, in consideration of the grant to you of this stock
      option, you will not, during your term as a director of, or a consultant to,
      the
      Company, except with the express prior written consent of the Company, directly
      or indirectly, whether as employee, owner, partner, member, consultant, agent,
      director, officer, shareholder or in any other capacity, engage in or assist
      any
      individual or entity to engage in any act or action which you, acting
      reasonably, believe or should believe would be harmful or inimical to the
      interests of the Company.

     

    (c) You
      covenant and agree that, in consideration of the grant to you of this stock
      option, you will not, for a period of two years after your term as a director
      of, or a consultant to, the Company ceases for any reason whatsoever (whether
      voluntary or not), except with the express prior written consent of the Company,
      directly or indirectly, whether as employee, owner, partner, member, consultant,
      agent, director, officer, shareholder or in any other capacity, for your own
      account or for the benefit of any individual or entity, (i) solicit any customer
      of the Company for business which would result in such customer terminating
      their relationship with the Company; or (ii) solicit or induce any individual
      or
      entity which is an employee of the Company to leave the Company or to otherwise
      terminate their relationship with the Company.

     

    (d) The
      parties agree that any breach by you of any of the covenants or agreements
      contained in this Attachment A will result in irreparable injury to the Company
      for which money damages could not adequately compensate the Company and
      therefore, in the event of any such breach, the Company shall be entitled (in
      addition to any other rights and remedies which it may have at law or in equity)
      to have an injunction issued by any competent court enjoining and restraining
      you and/or any other individual or entity involved therein from continuing
      such
      breach. The existence of any claim or cause of action which you may have against
      the Company or any other individual or entity shall not constitute a defense
      or
      bar to the enforcement of such covenants. If the Company is obliged to resort
      to
      the courts for the enforcement of any of the covenants or agreements contained
      in this Attachment A, or if such covenants or agreements are otherwise the
      subject of litigation between the parties, and the Company prevails in such
      enforcement or litigation, then the term of such covenants and agreements shall
      be extended for a period of time equal to the period of such breach, which
      extension shall commence on the later of (a) the date on which the original
      (unextended) term of such covenants and agreements is scheduled to terminate
      or
      (b) the date of the final court order (without further right of appeal)
      enforcing such covenant or agreement.

     

    (e) If
      any
      portion of the covenants or agreements contained in this Attachment A, or the
      application hereof, is construed to be invalid or unenforceable, the other
      portions of such covenant(s) or agreement(s) or the application thereof shall
      not be affected and shall be given full force and effect without regard to
      the
      invalid or enforceable portions to the fullest extent possible. If any covenant
      or agreement in this Attachment A is held unenforceable because of the area
      covered, the duration thereof, or the scope thereof, then the court making
      such
      determination shall have the power to reduce the area and/or duration and/or
      limit the scope thereof, and the covenant or agreement shall then be enforceable
      in its reduced form.

     

    (f) For
      purposes of this Attachment A, the term "the Company" shall include the Company,
      any successor to the Company and all present and future direct and indirect
      subsidiaries and affiliates of the Company.