LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby
makes, constitutes and appoints Jason Schaefer, Ericka Alford and Brian
Snyderman, each acting individually, as the undersignd's true and
lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the
undersigned to:
(1) prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and Exchange
Commission (the "SEC") a Form ID, including amendments thereto, and any other
documents necessary or appropriate to obtain codes and passwords enabling the
undersigned to make electronic filings with the SEC of reports
required by Section 16(a) of the Securities Exchange Act of 1934 or
any rule or regulation promulgated thereunder, as amended from time to time
(the "Exchange Act") and any other regulation of the SEC;
(2) prepare, execute, acknowledge, deliver and file Forms 3,
4, and 5 (including any amendments thereto) with respect to the securities of
Iconix Band Group, Inc. a Delaware corporation (the "Company"), with the SEC,
any national securities exchanges and the Company, as considered
necessary or advisable under Section 16(a) of the Exchange Act;
(3) seek or obtain, as the undersigned's representative and on
the undersigned's behalf, information on transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any
such person to release any such information to the undersigned and
approves and ratifies any such release of information; and
(4) perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, each such
attorney-in-fact to act in their discretion on information provided to
such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney will be in such form and will contain such information and
disclosure as such attorney-in-fact, in his or her discretion, deems necessary
or desirable;
(3) neither the Company nor either of such attorneys-in-fact assumes
(i)any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned
for any failure to comply with such requirements, or (iii) any obligation or
liability of the undersigned for profit disgorgement under Section
16(b) of the Exchange Act; and
(4) this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.
The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, hereby ratifying all that each such
attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Limited Power of Attorney.
This Power of Attorney supersedes and replaces any previously granted
Powers of Attorney with respect to filings with the SEC pursuant to Section 16
of the Exchange Act. This Power of Attorney shall remain in full force and
effect until revoked by the undersigned in a signed writing delivered to each
such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 8 day of April, 2014.
/s/ Jeff Lupinacci
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Jeff Lupinacci