<HTML><HEAD><TITLE>Form 8-K</TITLE>
</HEAD>
<BODY>
<P align=center><FONT face="Times New Roman"><FONT size=5>UNITED STATES
SECURITIES AND EXCHANGE COMMISSION</FONT></P><FONT size=4>
<P align=center>Washington, D.C. 20549</P>
<P align=center></FONT><B><FONT size=5>Form 8-K</FONT></P>
<P align=center>CURRENT REPORT<BR>PURSUANT TO SECTION 13 OR 15(d) OF
THE<BR>SECURITIES EXCHANGE ACT OF 1934</P></B></FONT>
<P align=center>Date of Report (Date of earliest event reported): <BR>January 31,
2010</P><FONT face="Times New Roman">
<P>&nbsp;</P>
<P align=center><FONT size=5>JONES APPAREL GROUP, INC.</FONT></FONT><BR>(Exact
Name of registrant as specified in its charter)</P>
<P>&nbsp;</P>
<DIV align=center>
<CENTER>
<TABLE
style="BORDER-RIGHT: medium none; BORDER-TOP: medium none; BORDER-LEFT: medium none; BORDER-BOTTOM: medium none"
cellSpacing=5 cellPadding=0 width="100%" border=0>

  <TR>
    <TD vAlign=top align=middle width="34%">
      <P align=center>Pennsylvania
      <HR color=#000000 noShade SIZE=1>
      (State or Other Jurisdiction of Incorporation) </TD>
    <TD vAlign=top align=middle width="30%">
      <P align=center>1-10746
      <HR color=#000000 noShade SIZE=1>
      (Commission File Number)</TD>
    <TD vAlign=top align=middle width="36%">
      <P align=center>06-0935166
      <HR color=#000000 noShade SIZE=1>
      (IRS Employer Identification No.)</TD></TR></TABLE></CENTER></DIV>
<DIV align=center>
<CENTER>
<TABLE cellSpacing=5 cellPadding=8 width="100%" border=0>

  <TR>
    <TD align=middle width="25%"></TD>
    <TD align=middle width="50%">1411 Broadway<BR>New York, New York&nbsp;
      10018
      <HR color=#000000 noShade SIZE=1>
      (Address of principal executive offices)</TD>
    <TD align=middle width="25%"></TD></TR>
  <TR>
    <TD align=middle width="25%"></TD>
    <TD align=middle width="50%">(212) 642-3860
      <HR color=#000000 noShade SIZE=1>
      (Registrant's telephone number, including area code)</TD>
    <TD align=middle width="25%"></TD></TR>
  <TR>
    <TD align=middle width="25%"></TD>
    <TD align=middle width="50%">Not Applicable
      <HR color=#000000 noShade SIZE=1>
       Former name or former address, if changed since last report</TD>
    <TD align=middle width="25%"></TD></TR></TABLE></CENTER></DIV>
<P>Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:</P>
<P>[&nbsp; ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)&nbsp;<BR>[&nbsp; ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)&nbsp;<BR>[&nbsp; ] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>[&nbsp; ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))</P>
<HR>

<p><b>Item 5.02&nbsp; Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.</b> </p>
<p>As previously announced, on January 31, 2010, the Board of Directors of Jones
Apparel Group, Inc. (the "Company") appointed Richard Dickson the President and
Chief Executive Officer - Branded Businesses of the Company, effective February
8, 2010. As of February 8, 2010, Wesley R. Card, currently President and Chief
Executive Officer of the Company, will no longer serve as the Company's
President but will remain Chief Executive Officer of the Company. </p>
<p><u>Business Experience and Other Information Regarding Mr. Dickson </u></p>
<p>From September 2008 until his appointment at the Company, Mr. Dickson, age
41, served as General Manager and Senior Vice President, Barbie, at Mattel, Inc.
("Mattel"), where he had responsibility for the Barbie brand globally and
oversaw a global team of more than 350 people, including three senior vice
presidents and six vice presidents.
Mr. Dickson served as Senior Vice President, Marketing Media &amp; Entertainment
Worldwide, Mattel Brands from August 2005 to September 2008, and as Senior Vice
President, Mattel Brands Consumer Products from May 2003 to August 2005. Prior
to joining Mattel, Mr. Dickson spent more than 10 years at Bloomingdale's in a
variety of positions and launched Gloss.com, an e-commerce beauty website which
was co-founded by Mr. Dickson and acquired by Estee Lauder Companies. </p>
<p><u>Material Plans, Contracts or Arrangements with Mr. Dickson </u></p>
<p>On January 31, 2010, the Company entered into an employment agreement with
Mr. Dickson effective as of February 8, 2010 (the "Employment Agreement"), with
respect to his employment as President and Chief Executive Officer - Branded
Businesses. Capitalized terms used in this summary but not otherwise defined
herein shall have the meanings attributed to them in the Employment Agreement.
</p>
<p>The term of the Employment Agreement is for three years ending on December
31, 2012, unless renewed for an additional 12-month period at the Company's
option. </p>
<p>Mr. Dickson's annual salary under the Employment Agreement will not be less
than $1,000,000, and he is entitled to receive annual bonuses in accordance with
the Company's 2007 Executive Annual Cash Incentive Plan (the "Cash Incentive
Plan"). He will be eligible to receive a target cash incentive award for 2010
under the Cash Incentive Plan of 90% of his base salary, conditioned on
attainment of the same performance goals as those established for the Company's
Chief Financial Officer and General Counsel and provided that Mr. Dickson has
not resigned without Good Reason or that his employment has not been terminated
for Cause prior to December 31, 2010. In addition, Mr. Dickson will receive a
sign-on bonus of $455,000, payable in February 2010, which is to be repaid to
the Company in the event that Mr. Dickson receives an annual bonus for 2009 from
Mattel. Mr. Dickson will be entitled to receive an annual automobile allowance
of $18,000, payment of certain relocation expenses, and other perquisites, as
well as participation in savings and retirement programs and welfare plans and
programs, generally available to other senior executives of the Company. </p>
<p>Mr. Dickson will be eligible to participate in the Company's 2009 Long Term
Incentive Plan (the "LTIP"). For 2010, he will be awarded a grant of
performance-based restricted stock under the LTIP equal in value to $1.8
million, representing 200% of Mr. Dickson's target bonus potential (i.e., his
base salary multiplied by a percentage not less than 90% multiplied by 200%).
Vesting restrictions as to those shares will lapse on the second business day
immediately following the Company's public announcement of fourth quarter
financial results for the year 2012, provided that the Company achieves the same
performance targets established for vesting of the shares of restricted stock
granted to the Company's Chief Financial Officer and General Counsel in 2010 and
provided that Mr. Dickson has not resigned without Good Reason or that his
employment has not been terminated for Cause prior to December 31, 2010. To
replace certain equity compensation forfeited by Mr. Dickson due to his
resignation from Mattel, Mr. Dickson will also receive a grant of 100,000 shares
of restricted stock, which will vest in equal thirds on the second day following
the Company's public announcement of financial results for each of 2010, 2011
and 2012, provided that Mr. Dickson is employed by the Company on December 31 of
the applicable year or has resigned for Good Reason or been terminated without
Cause. </p>
<p>Additional information about the Company's Cash Incentive Plan, LTIP and
other executive compensation, benefits and perquisite arrangements is available
in the Company's Definitive Proxy Statement filed with the Securities and
Exchange Commission on April 10, 2009. </p>
<p>If the Company terminates Mr. Dickson's employment for Cause or if he resigns
without Good Reason, Mr. Dickson will receive only his unpaid salary through the
date of termination or resignation. If Mr. Dickson's employment terminates
before the end of the term due to death or Disability, the Company will pay him
or his estate, as applicable, (i) any unpaid salary through the date of
termination, (ii) an additional six months of salary and (iii) his target bonus
(based on 100% of his annual salary at the time of termination) (the "Target
Bonus"), prorated through the date of termination. If the Company terminates Mr.
Dickson's employment without Cause or Mr. Dickson resigns for Good Reason and no
Change in Control has occurred, he will receive (i) any unpaid salary through
the date of termination, (ii) the bonus earned for the calendar year in which
termination occurs (based on the extent to which the performance goals for that
year are satisfied), prorated for the portion of that year preceding
termination, (iii) for each month during the remainder of the term of the
Agreement, his monthly salary at the time of termination plus 1/12 of the Target
Bonus, (iv) continued participation in benefit plans for the remainder of the
term of the Agreement and (v) reimbursement for up to $10,000 of executive
outplacement services. In no event, including at the expiration of the
Employment agreement, shall he receive less than 12 months of such salary or
benefits. </p>
<p>If the Company terminates Mr. Dickson's employment without Cause or Mr.
Dickson resigns for Good Reason following a Change in Control, he will receive (i)
any unpaid salary through the date of termination, (ii) the Target Bonus,
prorated through the date of termination, (iii) a lump sum equal to three times
200% of Mr. Dickson's annual salary at the time of termination, (iv)
reimbursement for up to $10,000 of executive outplacement services and (v) a
lump sum equal to the Company's cost for his continued health insurance, life
insurance and retirement benefits for the remainder of the term of the
Agreement. </p>
<p>The Employment Agreement also provides for vesting of all previously unvested
options and restricted stock upon (i) termination of Mr. Dickson's employment
due to Retirement, death or Disability, (ii) a Change in Control, (iii)
resignation by Mr. Dickson for Good Reason or (iv) termination by the Company
without Cause, except that in the case of Retirement, termination without Cause
(other than following a Change in Control) or termination for Good Reason (other
than following a Change in Control), restricted stock awards that are intended
to satisfy the requirements for "qualified performance-based compensation"
(within the meaning of Treasury Regulation Section 1.162-27(e)) will vest only
to the extent to which the performance goals for the applicable performance
period are satisfied. In the case of Retirement, Disability or "Change in
Control," any accelerated options are exercisable during the remaining original
option term (or, if shorter, for three years following death). </p>
<p>The Employment Agreement also contains non competition restrictions during
Mr. Dickson's employment and for the duration of the severance period (i.e., the
period from the termination date through the expiration of the term of the
Employment Agreement), provided that the Company is making the payments due to
him (as described above). Mr. Dickson is also prohibited from interfering in the
employment of the Company's employees during the period ending two years after
the severance period.<br>
</p>
<p>The foregoing summary of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the Employment
Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by
reference.<br>
<br>
</p>
<p><b>Item 5.03&nbsp; Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year. </b></p>
<p>In connection with the appointment of Mr. Dickson discussed above, on
February 3, 2010, the Board of Directors of the Company approved amendments to
Article VII of the Company's Amended and Restated By-Laws, effective February 8,
2010. Section 7.4 was amended and a new Section 7.5 was added to separate the
offices of Chief Executive Officer and President. Other sections under Article
VII were amended to make related and conforming changes. The amended Article VII
will read in its entirety as follows: </p>
<p align="center">"<u><b>ARTICLE VII - OFFICERS</b></u> </p>
<blockquote>
	<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7.1 <b><u>Officers</u>.</b>
	The officers of the corporation shall be chosen by the Board of Directors
	and shall include a Chairman, Chief Executive Officer, President, Treasurer,
	Secretary, and such Vice Presidents and assistant officers as the Board of
	Directors may determine to be necessary or appropriate. If the Board of
	Directors so determines, the officers may include a Chief Operating Officer
	and a Chief Financial Officer. Any two or more offices may be held by the
	same person. </p>
	<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7.2 <b><u>Election and Term</u>.
	</b></p>
	<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; A. The Chairman, Chief
	Executive Officer, President, each Vice President, the Chief Operating
	Officer, if any, the Chief Financial Officer, if any, Treasurer and
	Secretary shall be elected by the Board of Directors at its annual meeting
	and shall serve for terms of one year, or until their successors are duly
	elected and qualified. All assistant officers shall be elected or appointed
	at such times and for such terms as the Board of Directors may determine.
	</p>
	<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; B. A vacancy in any office
	shall be filled by the Board of Directors. </p>
	<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7.3 <b><u>Chairman</u>.</b>
	The Chairman shall preside at all meetings of the Board of Directors. He or
	she may execute on behalf of the corporation all bonds, mortgages,
	contracts, and other documents, except for such documents required by law to
	be otherwise executed or where the execution thereof shall be delegated by
	the Board of Directors to another officer. </p>
	<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7.4 <b><u>Chief Executive
	Officer</u>.</b> The Chief Executive Officer shall have the general
	direction and control of the affairs of the corporation, and he or she shall
	have the authority and duties generally invested in the chief executive
	officer of publicly-traded corporations of similar size to the corporation.
	The Chief Executive Officer shall be the chief external representative of
	the corporation and shall report solely and directly to the Board of
	Directors. The Chief Executive Officer may execute on behalf of the
	corporation all bonds, mortgages, contracts, and other documents, except
	where such documents are required by law to be otherwise executed or when
	the execution thereof shall be delegated by the Board of Directors to
	another officer. </p>
	<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7.5 <b><u>President</u>.</b>
	The President shall have such authority and duties as shall from time to
	time be assigned to him or her by the Board of Directors or the Chief
	Executive Officer. The President shall report to the Chief Executive
	Officer. The President may execute on behalf of the corporation all bonds,
	mortgages, contracts and other documents, except where such documents are
	required by law to be otherwise executed or when the execution thereof shall
	be delegated by the Board of Directors to another officer. If no Chief
	Executive Officer has been elected by the Board, the President shall also
	exercise the powers and perform the duties of the Chief Executive Officer.
	</p>
	<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7.6 <b><u>Chief Operating
	Officer</u>.</b> The Chief Operating Officer, if any, shall have the
	authority and duties generally invested in the chief operating officer of
	publicly-traded corporations of similar size to the corporation, as such
	duties may be modified from time to time by the Board of Directors or Chief
	Executive Officer. </p>
	<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7.7 <b><u>Chief Financial
	Officer</u>. </b>The Chief Financial Officer, if any, shall have the
	authority and duties generally invested in the chief financial officer of
	publicly-traded corporations of similar size to the corporation, as such
	duties may be modified from time to time by the Board of Directors or Chief
	Executive Officer. </p>
	<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7.8 <b><u>Vice Presidents</u>.</b>
	The Vice Presidents, if any, shall perform such duties as may be delegated
	to any of them by the Board of Directors, Chief Executive Officer or the
	President. </p>
	<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7.9 <b><u>Treasurer</u>.</b>
	The Treasurer shall have custody of the corporate funds and securities and
	shall keep full and accurate accounts of receipts and disbursements in books
	belonging to the corporation and shall deposit all monies and other valuable
	effects of the corporation in separate accounts or depositaries in the name
	of and to the credit of the corporation as shall be designated by the Board
	of Directors. He or she shall disburse the funds of the corporation as may
	be ordered by the Board of Directors for such disbursements and shall render
	to the Board of Directors, whenever it may so require it, an account of all
	his or her transactions as Treasurer and of the financial condition of the
	corporation.<br>
	</p>
	<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7.10 <b><u>Secretary</u>. </b>
	The Secretary shall attend all meetings of the Board of Directors and record
	all votes of the corporation and the minutes of all transactions in a book
	to be kept for that purpose and perform like duties for committees of the
	Board of Directors, if and when required. He or she shall give, or cause to
	be given, notice of all meetings of the Board of Directors, and shall
	perform such other duties as may be prescribed by the Board of Directors or
	the Chief Executive Officer. He or she shall keep, or cause to be kept, in
	safe custody the corporate seal and, when authorized to do so by the Board
	of Directors, affix the same to any instrument requiring it and attest to it
	by his or her signature. </p>
	<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 7.11 <b><u>Assistant Officers</u>.
	</b>Assistant officers, who may include a controller, shall perform such
	functions and have such responsibilities as the Board of Directors may
	determine." </p>
</blockquote>
<p>Amended and Restated By-Laws reflecting the foregoing will be filed as an
exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2009.<br>
<br>
</p>
<P align="justify"><b>Item 9.01&nbsp; Financial Statements and Exhibits.</b></P>
<TABLE id=table2 cellPadding=0 width="100%" border=0>

  <TR>
    <TD vAlign=top width="8%"><U>Exhibit No.</U></TD>
    <TD vAlign=top width="92%"><U>Description</U></TD></TR></TABLE>
<TABLE id=table1 cellPadding=0 width="100%" border=0>

  <TR>
    <TD vAlign=top width="8%">10.1</TD>
    <TD vAlign=top width="92%">Employment Agreement dated as of January 31,
	2000, between Jones Apparel Group, Inc. and Richard Dickson.+</TD></TR>

  </TABLE>
<p>______________</p>
<table border="0" width="100%" id="table3">
	<tr>
		<td width="30" valign="top"><font size="2">
<sup>
+</sup> </font></td>
		<td valign="top"><font size="2">Management
contract or compensatory plan or arrangement.</font></td>
	</tr>
</table>
<P align=center>2</P>
<HR>

<P align=center>&nbsp;<B>SIGNATURES</B></P>
<P>Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.</P>
<P align=justify>&nbsp;</P>
<DIV align=center>
<CENTER>
<TABLE
style="BORDER-RIGHT: medium none; BORDER-TOP: medium none; BORDER-LEFT: medium none; BORDER-BOTTOM: medium none"
cellPadding=0 width="100%" border=0>

  <TR>
    <TD width="50%"></TD>
    <TD width="50%">JONES APPAREL GROUP, INC.<BR>(Registrant)
      <P>By:&nbsp;<U>/s/ Ira M. Dansky&nbsp;</U><BR>&nbsp;&nbsp;&nbsp;&nbsp; Ira M.
		Dansky<BR>&nbsp;&nbsp;&nbsp;&nbsp; Executive Vice President,<br>
&nbsp;&nbsp;&nbsp;&nbsp; General Counsel and Secretary&nbsp; </P></TD></TR></TABLE></CENTER></DIV>
<P>&nbsp;Date: February 4, 2010</P>
<P align=center>&nbsp;3</P>
<HR>

<P align=left>Exhibit Index</P>
<DIV align=left>
<TABLE cellPadding=0 width="100%" border=0>

  <TR>
    <TD width="12%"><U>Exhibit No.</U></TD>
    <TD width="88%"><U>Description</U></TD></TR>
  <TR>
    <TD vAlign=top width="12%">10.1</TD>
    <TD vAlign=top width="88%">Employment Agreement dated as of January 31,
	2000, between Jones Apparel Group, Inc. and Richard Dickson.+</TD></TR>
	</TABLE>
<p>_____________________</p>
<table border="0" width="100%" id="table4">
	<tr>
		<td width="30" valign="top"><font size="2">
<sup>
+</sup> </font></td>
		<td valign="top"><font size="2">Management
contract or compensatory plan or arrangement.</font></td>
	</tr>
</table>
</DIV>
<P align=center>4</P></BODY></HTML>
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Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 31,
2010
JONES APPAREL GROUP, INC.
(Exact
Name of registrant as specified in its charter)
Pennsylvania
(State or Other Jurisdiction of Incorporation)
1-10746
(Commission File Number)
06-0935166
(IRS Employer Identification No.)
1411 Broadway
New York, New York 
      10018
(Address of principal executive offices)
(212) 642-3860
(Registrant's telephone number, including area code)
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 5.02  Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously announced, on January 31, 2010, the Board of Directors of Jones
Apparel Group, Inc. (the "Company") appointed Richard Dickson the President and
Chief Executive Officer - Branded Businesses of the Company, effective February
8, 2010. As of February 8, 2010, Wesley R. Card, currently President and Chief
Executive Officer of the Company, will no longer serve as the Company's
President but will remain Chief Executive Officer of the Company.
Business Experience and Other Information Regarding Mr. Dickson
From September 2008 until his appointment at the Company, Mr. Dickson, age
41, served as General Manager and Senior Vice President, Barbie, at Mattel, Inc.
("Mattel"), where he had responsibility for the Barbie brand globally and
oversaw a global team of more than 350 people, including three senior vice
presidents and six vice presidents.
Mr. Dickson served as Senior Vice President, Marketing Media & Entertainment
Worldwide, Mattel Brands from August 2005 to September 2008, and as Senior Vice
President, Mattel Brands Consumer Products from May 2003 to August 2005. Prior
to joining Mattel, Mr. Dickson spent more than 10 years at Bloomingdale's in a
variety of positions and launched Gloss.com, an e-commerce beauty website which
was co-founded by Mr. Dickson and acquired by Estee Lauder Companies.
Material Plans, Contracts or Arrangements with Mr. Dickson
On January 31, 2010, the Company entered into an employment agreement with
Mr. Dickson effective as of February 8, 2010 (the "Employment Agreement"), with
respect to his employment as President and Chief Executive Officer - Branded
Businesses. Capitalized terms used in this summary but not otherwise defined
herein shall have the meanings attributed to them in the Employment Agreement.
The term of the Employment Agreement is for three years ending on December
31, 2012, unless renewed for an additional 12-month period at the Company's
option.
Mr. Dickson's annual salary under the Employment Agreement will not be less
than $1,000,000, and he is entitled to receive annual bonuses in accordance with
the Company's 2007 Executive Annual Cash Incentive Plan (the "Cash Incentive
Plan"). He will be eligible to receive a target cash incentive award for 2010
under the Cash Incentive Plan of 90% of his base salary, conditioned on
attainment of the same performance goals as those established for the Company's
Chief Financial Officer and General Counsel and provided that Mr. Dickson has
not resigned without Good Reason or that his employment has not been terminated
for Cause prior to December 31, 2010. In addition, Mr. Dickson will receive a
sign-on bonus of $455,000, payable in February 2010, which is to be repaid to
the Company in the event that Mr. Dickson receives an annual bonus for 2009 from
Mattel. Mr. Dickson will be entitled to receive an annual automobile allowance
of $18,000, payment of certain relocation expenses, and other perquisites, as
well as participation in savings and retirement programs and welfare plans and
programs, generally available to other senior executives of the Company.
Mr. Dickson will be eligible to participate in the Company's 2009 Long Term
Incentive Plan (the "LTIP"). For 2010, he will be awarded a grant of
performance-based restricted stock under the LTIP equal in value to $1.8
million, representing 200% of Mr. Dickson's target bonus potential (i.e., his
base salary multiplied by a percentage not less than 90% multiplied by 200%).
Vesting restrictions as to those shares will lapse on the second business day
immediately following the Company's public announcement of fourth quarter
financial results for the year 2012, provided that the Company achieves the same
performance targets established for vesting of the shares of restricted stock
granted to the Company's Chief Financial Officer and General Counsel in 2010 and
provided that Mr. Dickson has not resigned without Good Reason or that his
employment has not been terminated for Cause prior to December 31, 2010. To
replace certain equity compensation forfeited by Mr. Dickson due to his
resignation from Mattel, Mr. Dickson will also receive a grant of 100,000 shares
of restricted stock, which will vest in equal thirds on the second day following
the Company's public announcement of financial results for each of 2010, 2011
and 2012, provided that Mr. Dickson is employed by the Company on December 31 of
the applicable year or has resigned for Good Reason or been terminated without
Cause.
Additional information about the Company's Cash Incentive Plan, LTIP and
other executive compensation, benefits and perquisite arrangements is available
in the Company's Definitive Proxy Statement filed with the Securities and
Exchange Commission on April 10, 2009.
If the Company terminates Mr. Dickson's employment for Cause or if he resigns
without Good Reason, Mr. Dickson will receive only his unpaid salary through the
date of termination or resignation. If Mr. Dickson's employment terminates
before the end of the term due to death or Disability, the Company will pay him
or his estate, as applicable, (i) any unpaid salary through the date of
termination, (ii) an additional six months of salary and (iii) his target bonus
(based on 100% of his annual salary at the time of termination) (the "Target
Bonus"), prorated through the date of termination. If the Company terminates Mr.
Dickson's employment without Cause or Mr. Dickson resigns for Good Reason and no
Change in Control has occurred, he will receive (i) any unpaid salary through
the date of termination, (ii) the bonus earned for the calendar year in which
termination occurs (based on the extent to which the performance goals for that
year are satisfied), prorated for the portion of that year preceding
termination, (iii) for each month during the remainder of the term of the
Agreement, his monthly salary at the time of termination plus 1/12 of the Target
Bonus, (iv) continued participation in benefit plans for the remainder of the
term of the Agreement and (v) reimbursement for up to $10,000 of executive
outplacement services. In no event, including at the expiration of the
Employment agreement, shall he receive less than 12 months of such salary or
benefits.
If the Company terminates Mr. Dickson's employment without Cause or Mr.
Dickson resigns for Good Reason following a Change in Control, he will receive (i)
any unpaid salary through the date of termination, (ii) the Target Bonus,
prorated through the date of termination, (iii) a lump sum equal to three times
200% of Mr. Dickson's annual salary at the time of termination, (iv)
reimbursement for up to $10,000 of executive outplacement services and (v) a
lump sum equal to the Company's cost for his continued health insurance, life
insurance and retirement benefits for the remainder of the term of the
Agreement.
The Employment Agreement also provides for vesting of all previously unvested
options and restricted stock upon (i) termination of Mr. Dickson's employment
due to Retirement, death or Disability, (ii) a Change in Control, (iii)
resignation by Mr. Dickson for Good Reason or (iv) termination by the Company
without Cause, except that in the case of Retirement, termination without Cause
(other than following a Change in Control) or termination for Good Reason (other
than following a Change in Control), restricted stock awards that are intended
to satisfy the requirements for "qualified performance-based compensation"
(within the meaning of Treasury Regulation Section 1.162-27(e)) will vest only
to the extent to which the performance goals for the applicable performance
period are satisfied. In the case of Retirement, Disability or "Change in
Control," any accelerated options are exercisable during the remaining original
option term (or, if shorter, for three years following death).
The Employment Agreement also contains non competition restrictions during
Mr. Dickson's employment and for the duration of the severance period (i.e., the
period from the termination date through the expiration of the term of the
Employment Agreement), provided that the Company is making the payments due to
him (as described above). Mr. Dickson is also prohibited from interfering in the
employment of the Company's employees during the period ending two years after
the severance period.
The foregoing summary of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the Employment
Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by
reference.
Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
In connection with the appointment of Mr. Dickson discussed above, on
February 3, 2010, the Board of Directors of the Company approved amendments to
Article VII of the Company's Amended and Restated By-Laws, effective February 8,
2010. Section 7.4 was amended and a new Section 7.5 was added to separate the
offices of Chief Executive Officer and President. Other sections under Article
VII were amended to make related and conforming changes. The amended Article VII
will read in its entirety as follows:
"
ARTICLE VII - OFFICERS
7.1
Officers
.
The officers of the corporation shall be chosen by the Board of Directors
	and shall include a Chairman, Chief Executive Officer, President, Treasurer,
	Secretary, and such Vice Presidents and assistant officers as the Board of
	Directors may determine to be necessary or appropriate. If the Board of
	Directors so determines, the officers may include a Chief Operating Officer
	and a Chief Financial Officer. Any two or more offices may be held by the
	same person.
7.2
Election and Term
.
A. The Chairman, Chief
	Executive Officer, President, each Vice President, the Chief Operating
	Officer, if any, the Chief Financial Officer, if any, Treasurer and
	Secretary shall be elected by the Board of Directors at its annual meeting
	and shall serve for terms of one year, or until their successors are duly
	elected and qualified. All assistant officers shall be elected or appointed
	at such times and for such terms as the Board of Directors may determine.
B. A vacancy in any office
	shall be filled by the Board of Directors.
7.3
Chairman
.
The Chairman shall preside at all meetings of the Board of Directors. He or
	she may execute on behalf of the corporation all bonds, mortgages,
	contracts, and other documents, except for such documents required by law to
	be otherwise executed or where the execution thereof shall be delegated by
	the Board of Directors to another officer.
7.4
Chief Executive
	Officer
.
The Chief Executive Officer shall have the general
	direction and control of the affairs of the corporation, and he or she shall
	have the authority and duties generally invested in the chief executive
	officer of publicly-traded corporations of similar size to the corporation.
	The Chief Executive Officer shall be the chief external representative of
	the corporation and shall report solely and directly to the Board of
	Directors. The Chief Executive Officer may execute on behalf of the
	corporation all bonds, mortgages, contracts, and other documents, except
	where such documents are required by law to be otherwise executed or when
	the execution thereof shall be delegated by the Board of Directors to
	another officer.
7.5
President
.
The President shall have such authority and duties as shall from time to
	time be assigned to him or her by the Board of Directors or the Chief
	Executive Officer. The President shall report to the Chief Executive
	Officer. The President may execute on behalf of the corporation all bonds,
	mortgages, contracts and other documents, except where such documents are
	required by law to be otherwise executed or when the execution thereof shall
	be delegated by the Board of Directors to another officer. If no Chief
	Executive Officer has been elected by the Board, the President shall also
	exercise the powers and perform the duties of the Chief Executive Officer.
7.6
Chief Operating
	Officer
.
The Chief Operating Officer, if any, shall have the
	authority and duties generally invested in the chief operating officer of
	publicly-traded corporations of similar size to the corporation, as such
	duties may be modified from time to time by the Board of Directors or Chief
	Executive Officer.
7.7
Chief Financial
	Officer
.
The Chief Financial Officer, if any, shall have the
	authority and duties generally invested in the chief financial officer of
	publicly-traded corporations of similar size to the corporation, as such
	duties may be modified from time to time by the Board of Directors or Chief
	Executive Officer.
7.8
Vice Presidents
.
The Vice Presidents, if any, shall perform such duties as may be delegated
	to any of them by the Board of Directors, Chief Executive Officer or the
	President.
7.9
Treasurer
.
The Treasurer shall have custody of the corporate funds and securities and
	shall keep full and accurate accounts of receipts and disbursements in books
	belonging to the corporation and shall deposit all monies and other valuable
	effects of the corporation in separate accounts or depositaries in the name
	of and to the credit of the corporation as shall be designated by the Board
	of Directors. He or she shall disburse the funds of the corporation as may
	be ordered by the Board of Directors for such disbursements and shall render
	to the Board of Directors, whenever it may so require it, an account of all
	his or her transactions as Treasurer and of the financial condition of the
	corporation.
7.10
Secretary
.
The Secretary shall attend all meetings of the Board of Directors and record
	all votes of the corporation and the minutes of all transactions in a book
	to be kept for that purpose and perform like duties for committees of the
	Board of Directors, if and when required. He or she shall give, or cause to
	be given, notice of all meetings of the Board of Directors, and shall
	perform such other duties as may be prescribed by the Board of Directors or
	the Chief Executive Officer. He or she shall keep, or cause to be kept, in
	safe custody the corporate seal and, when authorized to do so by the Board
	of Directors, affix the same to any instrument requiring it and attest to it
	by his or her signature.
7.11
Assistant Officers
.
Assistant officers, who may include a controller, shall perform such
	functions and have such responsibilities as the Board of Directors may
	determine."
Amended and Restated By-Laws reflecting the foregoing will be filed as an
exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2009.
Item 9.01  Financial Statements and Exhibits.
Exhibit No.
Description
10.1
Employment Agreement dated as of January 31,
	2000, between Jones Apparel Group, Inc. and Richard Dickson.+
______________
+
Management
contract or compensatory plan or arrangement.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JONES APPAREL GROUP, INC.
(Registrant)
By:
/s/ Ira M. Dansky
Ira M.
		Dansky
Executive Vice President,
General Counsel and Secretary
Date: February 4, 2010
3
Exhibit Index
Exhibit No.
Description
10.1
Employment Agreement dated as of January 31,
	2000, between Jones Apparel Group, Inc. and Richard Dickson.+
_____________________
+
Management
contract or compensatory plan or arrangement.
4