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 undersigned'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 30th day of October, 2014.
-/s- Sue Gove
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Sue Gove