FORM OF INCENTIVE OPTION AGREEMENT



                             OPTION AWARD AGREEMENT

                             Issued Pursuant to the

                             2005 Stock Option Plan

                                  of Syms Corp



     THIS OPTION AWARD AGREEMENT ("Agreement"), effective as of the date, (the

"Effective Date") set forth in the attached Certificate (the "Certificate"),

represents the grant of a nonqualified option ("Option") by Syms Corp (the

"Company"), to the person named in the Certificate (the "Participant") subject

to the terms and conditions set forth below and pursuant to the provisions of

the Syms Corp 2005 Stock Option Plan adopted by the Company's Board of Directors

on April 17, 2005 and approved by the Company's stockholders on July 14, 2005

(the "Plan"). The Option granted hereby is intended to be an incentive stock

option within the meaning of Section 422 of the Code to the maximum extent

permissible under the Code. To the extent that the Option does not qualify as an

incentive stock option, the Option or the portion thereof which does not so

qualify shall constitute a separate nonqualified option.



     If there is any inconsistency between the terms of this Agreement or the

Certificate (on the one hand) and the terms of the Plan (on the other hand), the

Plan's terms shall completely supersede and replace the conflicting terms of

this Agreement or the Certificate (as the case may be). All capitalized terms

shall have the meanings ascribed to them in the Plan, unless specifically set

forth otherwise herein. The parties hereto agree as follows:



     1. General Option Grant Information. The individual named above has been

selected to be a Participant in the Plan and receive an incentive option grant,

as specified in the Certificate.



     2. Grant of Option. The Company hereby grants to the Participant an Option

to purchase the number of Shares set forth in the Certificate, at the stated

Option Price per share, which is one hundred percent (100%) of the Fair Market

Value of a Share on the Date of Grant, as determined in the manner and subject

to the terms and conditions of the Plan and this Agreement.



     3. Option Term. The term of this Option begins as of the Effective Date and

continues through the Date of Expiration as specified in the Certificate, unless

sooner terminated in accordance with the terms of this Agreement.



     4. Vesting Period. (a) In General. Except as set forth in Section 7 below,

if the Participant's employment terminates before the last vesting date set

forth in the Certificate, the portion of the Option granted hereby that is

unvested as of the date of termination of employment shall be forfeited. Subject

to the terms of this Agreement and the Plan, this Option shall vest and be

exercisable as indicated in the Certificate. For the specified vesting to occur

on any vesting date set forth therein, the Participant must be continuously

employed by the Company or any of its Affiliates from the Effective Date through

such vesting date.



     (b) No Partial Vesting. Except as set forth in Section 17 hereof, in no

event shall the Participant have any rights to exercise any portion of the

Option granted hereunder: (i) prior to the date such portion vests pursuant to

the Vesting Schedule set forth in the Certificate; or (ii) with respect to any

partial Share.



     5. Exercise. This Option shall not be transferable by the Participant other

than by will or the laws of descent and distribution. The Participant, or the

Participant's representative upon the Participant's death or disability, may

exercise this Option at any time prior to the termination of the Option, subject

to and as provided in Sections 3 and 8.



     6. How to Exercise. Once vested, the Options hereby granted shall be

exercised by written notice to the Committee or such other administrator

appointed by the Committee, specifying the number of Shares subject to this

Option Participant desires to exercise. The Option Price of the Options shall be

payable to the Company in full either: (a) in cash or its equivalent; (b) by

tendering (either by actual delivery or attestation) previously acquired Shares

having an aggregate Fair Market Value at the time of exercise equal to the

Option Price (provided that except as otherwise determined by the Committee, the

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