<html>

<head>
<title>S-8</title>
</head>

<body>

<font SIZE="1">
<p ALIGN="CENTER">As filed with the Securities and Exchange Commission on August
2, 2001</p>
<u>
<p align="right">Registration No. 333-_____</p>
</u></font><font SIZE="4">
<p ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C. 20549</font><font SIZE="3"><br>
_______________________________________________</p>
</font><b><font SIZE="5">
<p ALIGN="CENTER">FORM S-8</p>
<p ALIGN="CENTER"></font>REGISTRATION STATEMENT<br>
UNDER<br>
THE SECURITIES ACT OF 1933</p>
</b><font SIZE="3">
<p ALIGN="CENTER">______________________________________________</p>
</font><b><font SIZE="6">
<p ALIGN="CENTER">JONES APPAREL GROUP, INC.</font></b><font SIZE="3"><br>
(Exact Name of Registrant as Specified in its Charter)</p>

  </font>
  <div align="center">
    <center>
    <table border="0" cellpadding="0" cellspacing="0" width="75%">
      <tr>
        <td width="50%" align="center">
                     <b>Pennsylvania&nbsp;</b>
                     <p>(State or Other Jurisdiction of Incorporation or
                     Organization)</td>
        <td width="50%" align="center"><b>06-0935166&nbsp;</b>

  <p>(I.R.S. Employer Identification No.)<br>
  &nbsp;&nbsp;</td>
      </tr>
    </table>
    </center>
  </div>

<b>
<p ALIGN="CENTER">250 Rittenhouse Circle<br>
Bristol, Pennsylvania 19007<br>
(215) 785-4000</b><br>
(Address of Principal Executive Offices)</p>
<font SIZE="1">
<p ALIGN="CENTER">_______________________________________________________</p>
</font><b>
<p ALIGN="CENTER">1999 STOCK INCENTIVE PLAN</b><br>
(Full Title of Plan)</p>
<b>
<p ALIGN="CENTER">IRA M. DANSKY, ESQ.<br>
General Counsel<br>
Jones Apparel Group, Inc.<br>
1411 Broadway<br>
New York, New York 10018</b><br>
(Name and Address of Agent for Service)</p>
<p ALIGN="CENTER">_____________________</p>
<b>
<p ALIGN="CENTER">(212) 536-9526<br>
</b>(Telephone Number, Including Area Code, of Agent for Service)</p>
<p ALIGN="CENTER"><b>CALCULATION OF REGISTRATION FEE</b>
<table BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="100%">
  <tr>
    <td WIDTH="22%" style="border-top-style: solid; border-bottom-style: solid; border-bottom-width: 2; margin-left: 5; margin-right: 5; margin-top: 4; margin-bottom: 4" align="left"><b><p
    ALIGN="left">Title of Securities <br>
    to be Registered</b></td>
    <td WIDTH="19%" style="border-top-style: solid; border-bottom-style: solid; border-bottom-width: 2; margin-left: 5; margin-right: 5; margin-top: 4; margin-bottom: 4" align="left"><b><p
    ALIGN="left">Amount to be<br>
    Registered(1)</b></td>
    <td WIDTH="20%" style="border-top-style: solid; border-bottom-style: solid; border-bottom-width: 2; margin-left: 5; margin-right: 5; margin-top: 4; margin-bottom: 4" align="left"><b><p
    ALIGN="left">Proposed Maximum Offering Price Per Share</b></td>
    <td WIDTH="20%" style="border-top-style: solid; border-bottom-style: solid; border-bottom-width: 2; margin-left: 5; margin-right: 5; margin-top: 4; margin-bottom: 4" align="left"><b><p
    ALIGN="left">Proposed Maximum Aggregate Offering Price</b></td>
    <td WIDTH="18%" style="border-top-style: solid; border-bottom-style: solid; border-bottom-width: 2; margin-left: 5; margin-right: 5; margin-top: 4; margin-bottom: 4" align="left"><b><p ALIGN="left">Amount of
    Registration&nbsp; Fee(2)</b></td>
  </tr>
  <tr>
    <td WIDTH="22%" valign="bottom" align="left"
    style="border-bottom-style: solid; margin-left: 5; margin-right: 5; margin-top: 4; margin-bottom: 4">
      <p align="left"><br>
    Common Stock,&nbsp;<br>
 $.01 par value</p>
    </td>
    <td WIDTH="19%" valign="bottom" align="left"
    style="border-bottom-style: solid; margin-left: 5; margin-right: 5; margin-top: 4; margin-bottom: 4"><p
    ALIGN="left"><br>
      5,000,000</td>
    <td WIDTH="20%" valign="bottom" align="left"
    style="border-bottom-style: solid; margin-left: 5; margin-right: 5; margin-top: 4; margin-bottom: 4"><p
    ALIGN="left"><br>
      $33.25</td>
    <td WIDTH="20%" valign="bottom" align="left"
    style="border-bottom-style: solid; margin-left: 5; margin-right: 5; margin-top: 4; margin-bottom: 4"><p
    ALIGN="left"><br>
      $166,250,000</td>
    <td WIDTH="18%" valign="bottom" align="left"
    style="border-bottom-style: solid; margin-left: 5; margin-right: 5; margin-top: 4; margin-bottom: 4"><p ALIGN="left"><br>
      $41,562.50</td>
  </tr>
</table>
<font SIZE="1">
</font><font SIZE="2"><br>
</font>
      <div align="center">
        <center>
        <table border="0" cellpadding="0" cellspacing="0" width="100%">
          <tr>
            <td width="3%" valign="top"><font SIZE="2">(1)&nbsp;
</font></td>
            <td width="97%" valign="top"><font SIZE="2">	An indeterminate additional number of shares of Common Stock are registered hereunder, which may be issued as a result of stock splits, stock dividends or similar transactions pursuant to the operation of the
              "Adjustments Upon Changes in Capitalization" provisions of the 1999 Stock Incentive Plan.  No additional registration fee is included for these shares.&nbsp;<br>
              &nbsp;&nbsp;
</font></td>
          </tr>
          <tr>
            <td width="3%" valign="top"><font SIZE="2">
(2)&nbsp;
</font></td>
            <td width="97%" valign="top"><font SIZE="2">  	The registration fee is based upon the average of the high and low sales prices for the Common Stock of
              $33.25 on
              August 1, 2001 as prescribed by Rule 457(c).
</font></td>
          </tr>
        </table>
        </center>
      </div>
<small><p align="center">Page 1 of 18 Pages<br>
Exhibit Index appears on Page 5
</small>
</p>
<hr noshade size="1" color="#000000">

  <b>
  <p ALIGN="CENTER">EXPLANATORY NOTE</p>
  </b>

  <p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; The purpose of this Registration Statement on Form S-8 is
  to register an additional 5,000,000 shares of Common Stock, $.01 par value
  (the "Common Stock") of Jones Apparel Group, Inc. ("Jones"
  or the "Company") to be issued under the Jones Apparel Group, Inc.
  1999 Stock Incentive Plan (the "Plan"). The contents of the
  Company's Registration Statement on Form S-8, as filed with the Securities and
  Exchange Commission (the "Commission") on August 23, 1999
  (Commission File No. 333-85795), which became effective on such date, relating
  to the registration of shares of Common Stock authorized for issuance under
  the Plan, are incorporated by reference herein in accordance with General
  Instruction E to Form S-8.</p>

  <p ALIGN="JUSTIFY"></p>
  <p ALIGN="JUSTIFY">Item 8. <u>Exhibits</u>.</p>
  <p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; See Exhibit Index.</p>
  <p ALIGN="CENTER">&nbsp;</p>
  <p ALIGN="CENTER">&nbsp;</p>
  <p ALIGN="CENTER">[Signature Page follows]</p>
  <p ALIGN="CENTER">2</p>
<b>
<div align="left">
  <hr color="#000000" size="1" noshade>
</div>

</b>
<p align="center"><b>SIGNATURES</p>
</b>
<p>&nbsp;&nbsp;&nbsp; Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form&nbsp;S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bristol, Commonwealth of Pennsylvania, on August 1,
2001.</p>










<div align="center">
  <center>
  <table border="0" cellpadding="0" cellspacing="0" width="75%">
    <tr>
      <td width="50%"></td>
      <td width="50%">JONES APPAREL GROUP, INC.
        <p>By: <u>/s/ Wesley R. Card</u>&nbsp;&nbsp;&nbsp;&nbsp;<br>
        Name: Wesley R. Card<br>
        Title: Chief Financial Officer</td>
    </tr>
  </table>
  </center>
</div>
                    <p>&nbsp;</p>










<b><font SIZE="3">
<p ALIGN="CENTER">POWER OF ATTORNEY</p>
</font></b><font SIZE="3">
<p ALIGN="JUSTIFY">&nbsp;&nbsp;&nbsp; KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Ira M. Dansky, Wesley R. Card
and Patrick M. Farrell, and each of them, his true and lawful attorneys-in-fact
and agent with full power of substitution for him and in his name, place and
stead, in any and all capacities to sign any and all amendments (including
pre-effective and post-effective amendments) to this Registration Statement on
Form S-8, and to file the same with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, grants unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might and could do in
person, and hereby ratifies and confirms all that said attorneys-in-fact and
agents or their substitutes may lawfully do or cause to be done by virtue
hereof.</p>
</font>
<p>&nbsp;&nbsp;&nbsp; Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.</p>
<div align="center">
  <center>
  <table border="0" cellpadding="0" cellspacing="0" width="75%">
    <tr>
      <td width="33%" align="center"><b><u>Signature<br>
        </u>&nbsp;&nbsp;</b></td>
      <td width="39%" align="center"><b><u>Title<br>
        </u>&nbsp;&nbsp;</b></td>
      <td width="28%" align="center"><b><u>Date<br>
        </u>&nbsp;&nbsp;</b></td>
    </tr>
    <tr>
      <td width="33%" valign="top">
      <u>
      <p>/s/ Sidney Kimmel<br>
      </u>Sidney Kimmel<br>
      &nbsp;&nbsp;</p>
      </td>
      <td width="39%" valign="top">
      <p>Chairman and Director<br>
      (Chief Executive Officer)</p>
      </td>
      <td width="28%" valign="top" align="center">August 1, 2001</td>
    </tr>
    <tr>
      <td width="33%" valign="top"><u>
      <p>/s/ Jackwyn Nemerov<br>
      </u>Jackwyn Nemerov<br>
      &nbsp;&nbsp;</p>
      </td>
      <td width="39%" valign="top">President, Chief Operating&nbsp;<br>
 Officer and Director</td>
      <td width="28%" valign="top" align="center">August 1, 2001</td>
    </tr>
  </table>
  </center>
</div>
<p align="center"><br>
3</p>
<hr color="#000000" size="1" noshade>
<p>&nbsp;</p>
<div align="center">
  <center>
  <table border="0" cellpadding="0" cellspacing="0" width="75%">
    <tr>
      <td width="33%" valign="top"><u>
      <p>/s/ Wesley R. Card<br>
      </u>Wesley R. Card<br>
      &nbsp;&nbsp;</p>
      </td>
      <td width="39%" valign="top">
      <p>Chief Financial Officer<br>
      (Principal Financial Officer)</p>
      </td>
      <td width="28%" valign="top" align="center">August 1, 2001</td>
    </tr>
    <tr>
      <td width="33%" valign="top">
      <u>
      <p>/s/ Patrick M. Farrell<br>
      </u>Patrick M. Farrell<br>
      &nbsp;&nbsp;<br>
      &nbsp;&nbsp;</p>
      </td>
      <td width="39%" valign="top">Senior Vice President and Corporate Controller (Principal Accounting
      Officer)</td>
      <td width="28%" valign="top" align="center">August 1, 2001</td>
    </tr>
    <tr>
      <td width="33%" valign="top">
      <u>
      <p>/s/ Irwin Samelman<br>
      </u>Irwin Samelman<br>
      &nbsp;&nbsp;</p>
      </td>
      <td width="39%" valign="top">Executive Vice President, Marketing and Director</td>
      <td width="28%" valign="top" align="center">August 1, 2001</td>
    </tr>
    <tr>
      <td width="33%" valign="top">
      <u>
      <p>/s/ Geraldine Stutz<br>
      </u>Geraldine Stutz<br>
      &nbsp;&nbsp;</p>
      </td>
      <td width="39%" valign="top">Director</td>
      <td width="28%" valign="top" align="center">August 1, 2001</td>
    </tr>
    <tr>
      <td width="33%" valign="top">
      <u>
      <p>/s/ Howard Gittis<br>
      </u>Howard Gittis<br>
      &nbsp;&nbsp;</p>
      </td>
      <td width="39%" valign="top">Director</td>
      <td width="28%" valign="top" align="center">August 1, 2001</td>
    </tr>
    <tr>
      <td width="33%" valign="top">
      <u>
      <p>/s/ Eric A. Rothfeld<br>
      </u>
      Eric A. Rothfeld<br>
      &nbsp;&nbsp;</p>
      </td>
      <td width="39%" valign="top">Director</td>
      <td width="28%" valign="top" align="center">August 1, 2001</td>
    </tr>
    <tr>
      <td width="33%" valign="top">
      <u>
      <p>/s/ Anthony F. Scarpa<br>
      </u>
      Anthony F. Scarpa<br>
      &nbsp;&nbsp;</p>
      </td>
      <td width="39%" valign="top">Director</td>
      <td width="28%" valign="top" align="center">August 1, 2001</td>
    </tr>
    <tr>
      <td width="33%" valign="top">
      <u>
      <p>/s/ Peter Boneparth<br>
      </u>Peter Boneparth<br>
      &nbsp;&nbsp;</p>
      </td>
      <td width="39%" valign="top">Director</td>
      <td width="28%" valign="top" align="center">August 1, 2001</td>
    </tr>
    <tr>
      <td width="33%" valign="top">
      <u>
      <p>/s/ Matthew H. Kamens<br>
      </u>Matthew H. Kamens<br>
      &nbsp;&nbsp;</p>
      </td>
      <td width="39%" valign="top">Director</td>
      <td width="28%" valign="top" align="center">August 1, 2001</td>
    </tr>
  </table>
  </center>
</div>
<p align="center"><br>
4</p>
<hr color="#000000" size="1" noshade>
<b>
<p ALIGN="CENTER">EXHIBIT INDEX</p>
<div align="center">
  <center>
  <table border="0" cellpadding="0" cellspacing="0" width="100%">
    <tr>
      <td width="11%"><b>
<p>Exhibit<br>
<u>Number</u><br>
&nbsp;&nbsp;</b>



        </p>
      </td>
      <td width="89%">
        <p align="center"><b>
&nbsp;&nbsp;<br>
<u>Description</u><br>
&nbsp;&nbsp;</b>



        </p>



      </td>
    </tr>
  </b>



  <tr>
    <td width="11%" valign="top" align="left">4.1&nbsp;</td>
    <td width="89%" valign="top" align="left"> Provisions of the Amended and Restated Articles of Incorporation
      that define the rights of security holders of Jones Apparel Group, Inc.
      (incorporated by reference to Jones Apparel Group, Inc.'s Annual Report on
      Form&nbsp;10-K for the year ended December&nbsp;31, 1998).<br>
      &nbsp;&nbsp;</td>
  </tr>
  <tr>
    <td width="11%" valign="top" align="left">4.2</td>
    <td width="89%" valign="top" align="left"> Provisions of the By-laws and Amendments to By-laws of Jones
      Apparel Group, Inc. that define the rights of security holders of Jones
      Apparel Group, Inc. (incorporated by reference to Jones Apparel Group, Inc
      .'s Registration Statement on Form S-1 filed on April&nbsp;3, 1991
      (Registration No. 33-39742) and Annual Report on Form 10-K for the year
      ended December&nbsp;31, 1993, respectively).<br>
      &nbsp;&nbsp;</td>
  </tr>
  <tr>
    <td width="11%" valign="top" align="left">4.3*</td>
    <td width="89%" valign="top" align="left"> 1999 Jones Apparel Group, Inc. Stock Incentive Plan, as amended.<br>
      &nbsp;&nbsp;</td>
  </tr>
  <tr>
    <td width="11%" valign="top" align="left">5.1*</td>
    <td width="89%" valign="top" align="left"> Opinion of Ira&nbsp;M. Dansky, General Counsel of Jones, regarding
      the legality of the securities being registered.<br>
      &nbsp;&nbsp;</td>
  </tr>
  <tr>
    <td width="11%" valign="top" align="left">23.1</td>
    <td width="89%" valign="top" align="left"> Consent of Ira M. Dansky, Esq. (included as part of
      Exhibit&nbsp;5.1 to this Registration Statement).<br>
      &nbsp;&nbsp;</td>
  </tr>
  <tr>
    <td width="11%" valign="top" align="left">23.2*</td>
    <td width="89%" valign="top" align="left"> Consent of BDO Seidman, LLP.<br>
      &nbsp;&nbsp;</td>
  </tr>
  <tr>
    <td width="11%" valign="top" align="left">24.1</td>
    <td width="89%" valign="top" align="left"> Power of Attorney (included on the signature page of this
      Registration Statement).</td>
  </tr>
  </table>
</center>
</div>
<font SIZE="3">
<p>________________</p>
</font>
<p>*Filed herewith.</p>
<p align="center">5</p>
<hr color="#000000" size="1" noshade>
<b><u>
<p ALIGN="CENTER">EXHIBIT 4.3</p>
</u></b><font SIZE="3">
<p ALIGN="center"><b>JONES APPAREL GROUP, INC.<br>
1999 STOCK INCENTIVE PLAN<br>
(as amended on June 6, 2001)</p>
</b></font>
<p>1. <u>Purpose of the 1999 Stock Incentive Plan.</u> Jones Apparel Group, Inc.
(the "Company") desires to attract and retain the best available
talent and to encourage the highest level of performance. The 1999 Stock
Incentive Plan (the "Stock Incentive Plan") is intended to contribute
significantly to the attainment of these objectives by (i) providing long-term
incentives and rewards to all key employees of the Company (including officers
and directors who are key employees of the Company and also including key
employees of any subsidiary of the Company which may include officers or
directors of any subsidiary of the Company who are also key employees of said
subsidiary), and those directors and officers, consultants, advisers, agents or
independent representatives of the Company or of any subsidiary (together, "Eligible Individuals"), who are contributing or in a position to
contribute to the long-term success and growth of the Company or of any
subsidiary, (ii) assisting the Company and any subsidiary in attracting and
retaining Eligible Individuals with experience and ability, and (iii)
associating more closely the interests of such Eligible Individuals with those
of the Company's stockholders.</p>
<p>2. <u>Scope and Duration of the Stock Incentive Plan.</u> Under the Stock
Incentive Plan, options ("Options") to purchase shares of common
stock, par value $.01 per share ("Common Stock"), may be granted to
Eligible Individuals. Options granted to employees (including officers and
directors who are employees) of the Company or a subsidiary corporation thereof,
may, at the time of grant, be designated by the Company's Board of Directors
either as incentive stock options ("ISOs"), with the attendant tax
benefits as provided for under Sections 421 and 422 of the Internal Revenue Code
of 1986, as amended (the "Code") or as nonqualified stock options.
Stock appreciation rights (the "Rights") may be granted in association
with Options. Shares of Common Stock subject to restrictions and granted
pursuant to Paragraph 7 of the Stock Incentive Plan ("Restricted
Stock") may also be granted to Eligible Individuals hereunder. The grant of
any of an Option, a Right and/or Restricted Stock is sometimes referred to
herein as an "Award." The aggregate number of shares of Common Stock
reserved for grant from time to time under the Stock Incentive Plan is
15,000,000 shares of Common Stock, which shares of Common Stock may be
authorized but unissued shares of Common Stock or shares of Common Stock, which
shall have been or which may be reacquired by the Company, as the Board of
Directors of the Company shall from time to time determine. The maximum number
of shares of Restricted Stock issuable hereunder is 2,250,000. Restricted Stock
issued pursuant to the Stock Incentive Plan, even while subject to restrictions,
will be counted against the maximum number of shares issuable hereunder. Such
aggregate numbers shall be subject to adjustment as provided in Paragraph 11. If
an Option shall expire or terminate for any reason without having been exercised
in full or surrendered in full in connection with the exercise of a Right, or if
Restricted Stock is forfeited, the shares of Common Stock represented by the
portion of the Option not so exercised or surrendered, or forfeited shares of
Restricted Stock, as applicable, shall (unless the Stock Incentive Plan shall
have been terminated) become available for other Awards under the Stock
Incentive Plan. Subject to Paragraph 14, no Option, Right or Restricted Stock
shall be granted under the Stock Incentive Plan after May 19, 2009.</p>
<p>3. <u>Administration of the Stock Incentive Plan.</u> This Stock Incentive
Plan will be administered by the Board of Directors of the Company (the "Board of Directors"). The Board of Directors, in its&nbsp;</p>
<hr noshade size="1" color="#000000">
<p> discretion, may
designate an Option committee (the "Option Committee" or "Committee") composed of at least two members of the Board of
Directors to administer this Stock Incentive Plan. Members of the Option
Committee shall meet such qualifications as the Board of Directors may
determine; provided, however, that each member shall qualify as a "Non-Employee Director" under Section 16 of the Securities Exchange
Act of 1934, as amended and as an "Outside Director" as defined in
Code Section 162(m) and any regulations promulgated thereunder. Subject to the
express provisions of this Plan, the Board of Directors or the Committee
(hereinafter, the terms "Option Committee" or "Committee",
shall mean the Board of Directors whenever no such Option Committee has been
designated), shall have authority in its discretion, subject to and not
inconsistent with the express provisions of this Stock Incentive Plan, to direct
the grant of Awards; to determine the purchase price of the Common Stock covered
by each Award; the Eligible Individuals to whom, and the time or times at which,
Awards shall be granted and subject to the maximum set forth in Paragraph 4
hereof, the number of shares of Common Stock to be covered by each Award; to
designate Options as ISOs; to direct the grant of Rights in connection with any
Option; to interpret the Stock Incentive Plan; to determine the time or times at
which Options may be exercised; to determine the terms and conditions of the
restrictions relating to the Restricted Stock (which restrictions may vary among
Awards as the Committee shall deem appropriate); to prescribe, amend and rescind
rules and regulations relating to the Stock Incentive Plan, including, without
limitation, such rules and regulations as it shall deem advisable, so that
transactions involving Awards may qualify for exemption under such rules and
regulations as the Securities and Exchange Commission may promulgate from time
to time exempting transactions from Section 16(b) of the Securities and Exchange
Act of 1934 (the "Exchange Act"); to determine the terms and
provisions of and to cause the Company to enter into agreements with Eligible
Individuals in connection with Awards granted under the Stock Incentive Plan
(the "Agreements"), which Agreements may vary from one another as the
Committee shall deem appropriate; and to make all other determinations it may
deem necessary or advisable for the administration of the Stock Incentive Plan.</p>
<p>Members of the Committee shall serve at the pleasure of the Board of
Directors. The Committee shall have and may exercise all of the powers of the
Board of Directors under the Stock Incentive Plan, other than the power to
appoint a director to Committee membership. A majority of the Committee shall
constitute a quorum, and acts of a majority of the members present at any
meeting at which a quorum is present shall be deemed the acts of the Committee.
The Committee may also act by instrument signed by a majority of the members of
the Committee.</p>
<p>Every action, decision, interpretation or determination by the Committee with
respect to the application or administration of this Stock Incentive Plan shall
be final and binding upon the Company and each person holding any Award granted
under this Stock Incentive Plan.</p>
<p>4. <u>Eligibility: Factors to be Considered in Granting Awards and
Designating ISOs.</p>
</u>
<p>(a) Awards may be granted only to (i) key employees (including officers and
directors who are employees) of the Company or any subsidiary corporation
thereof on the date of grant (Options so granted may be designated as ISOs), and
(ii) directors or officers of the Company or a subsidiary corporation thereof on
the date of grant, without regard to whether they are employees, and (iii)
consultants or advisers to or agents or independent representatives of the
Company or a subsidiary thereof. In determining the persons to whom Awards shall
be granted and the number of shares of&nbsp;</p>
<p align="center">2</p>
<hr noshade size="1" color="#000000">
<p> Common Stock to be covered by each Award,
the Committee shall take into account the nature of the duties of the respective
persons, their present and potential contributions to the Company's (including
subsidiaries') successful operation and such other factors as the Board of
Directors in its discretion shall deem relevant. Subject to the provisions of
Paragraph 2 and clause (c) below, an Eligible Individual may receive Awards on
more than one occasion under the Stock Incentive Plan. No person shall be
eligible for an Award if he shall have filed with the Secretary of the Company
an instrument waiving such eligibility; provided that any such waiver may be
revoked by filing with the Secretary of the Company an instrument of revocation,
which revocation will be effective upon such filing.</p>
<p>(b) In the case of each ISO granted to an employee, the aggregate fair market
value (determined at the time the ISO is granted) of the Common Stock with
respect to which the ISO is exercisable for the first time by such employee
during any calendar year (under all plans of the Company and any subsidiary
corporation thereof) may not exceed $100,000.</p>
<p>(c) In no event shall any Eligible Individual be granted Options to purchase
more than 3,000,000 shares of Common Stock or shares of Restricted Stock as
Performance-Based Awards (as defined in paragraph 12) in excess of 1,500,000
over the ten-year term of this Stock Incentive Plan.</p>
<p>5. Awards of Options.</p>
<p>(a) <u>Options.</p>
</u>
<p>(i) The purchase price per share of the Common Stock covered by each Option
shall be established by the Committee but in no event shall it be less than the
fair market value of a share of the Common Stock on the date the Option is
granted; provided, however, that if an Option is granted to a director of the
Company for services solely as a director, and such grant is approved by the
Board of Directors, the purchase price may be less than such fair market value.
If, at the time an Option is granted, the Common Stock is publicly traded, such
fair market value shall be the closing price (or the mean of the latest bid and
asked prices) of a share of Common Stock on such date as reported in The Wall
Street Journal (or a publication or reporting service deemed equivalent to The
Wall Street Journal for such purpose by the Board of Directors) for any national
securities exchange or other securities market which at the time is included in
the stock price quotations of such publication. In the event that the Committee
shall determine such stock price quotation is not representative of fair market
value by reason of the lack of a significant number of recent transactions or
otherwise, the Committee may determine fair market value in such a manner as it
shall deem appropriate under the circumstances. If, at the time an Option is
granted, the Common Stock is not publicly traded, the Committee shall make a
good faith attempt to determine such fair market value.</p>
<p>(ii) In the case of an employee who at the time an ISO is granted owns stock
possessing more than 10% of the total combined voting power of all classes of
the stock of the employer corporation or of its parent or a subsidiary
corporation thereof (a "10% Holder"), the purchase price of the Common
Stock covered by any ISO shall in no event be less than 110% of the fair market
value of the Common Stock at the time the ISO is granted.</p>
<p>(b) <u>Term of Options.</u> The term of each Option shall be fixed by the
Committee, but in no event shall it be exercisable more than 10 years from the
date of grant, subject to earlier termination as provided&nbsp;</p>
<p align="center">3</p>
<hr noshade size="1" color="#000000">
<p> in Paragraphs 9 and
10. An ISO granted to a 10% Holder shall not be exercisable more than 5 years
from the date of grant.</p>
<p>(c) <u>Exercise of Options.</p>
</u>
<p>(i) Subject to the provisions of the Stock Incentive Plan, an Option granted
to an employee under the Stock Incentive Plan shall become fully exercisable at
such time or times as the Committee in its sole discretion shall determine at
the time of the granting of the Option or thereafter, except that in no event
shall any such Option be exercisable later than 10 years after its grant.</p>
<p>(ii) An Option may be exercised as to any or all full shares of Common Stock
as to which the Option is then exercisable.</p>
<p>(iii) The purchase price of the shares of Common Stock as to which an Option
is exercised shall be paid in full in cash at the time of exercise; provided,
that the purchase price may be paid (i) in whole or in part, by surrender or
delivery to the Company of previously-owned securities of the Company already
beneficially owned by the Optionee for at least six months and having a fair
market value on the date of the exercise equal to the portion of the purchase
price being so paid, or (ii) in cash by a broker-dealer acceptable to the
Company to whom the Optionee has submitted an irrevocable notice of exercise.
Fair market value shall be determined as provided in Paragraph 5 for the
determination of such value on the date of the grant. In addition, the holder
shall, upon notification of the amount due and prior to or concurrently with
delivery to the holder of a certificate representing such shares of Common
Stock, pay promptly any amount necessary to satisfy applicable Federal, state or
local tax requirements.</p>
<p>(iv) Except as provided in Paragraphs 9 and 10, no Option may be exercised
unless the original grantee thereof is then an Eligible Individual.</p>
<p>(v) The Option holder shall have the rights of a stockholder with respect to
shares of Common Stock covered by an Option only upon becoming the holder of
record of such shares of Common Stock.</p>
<p>(vi) Notwithstanding any other provision of this Stock Incentive Plan, the
Company shall not be required to issue or deliver any share of stock upon the
exercise of an Option prior to the admission of such share to listing on any
stock exchange or automated quotation system on which the Company's Common
Stock may then be listed.</p>
<p>6. <u>Awards and Exercise of Rights.</p>
</u>
<p>(a) A Right may be awarded by the Committee in association with any Option
either at the time such Option is granted or at any time prior to the exercise,
termination or expiration of such Option. Each such Right shall be subject to
the same terms and conditions as the related Option and shall be exercisable
only to the extent such Option is exercisable, and the Right Value, as
hereinafter defined, is a positive amount.</p>
<p>(b) A Right shall entitle the holder to surrender to the Company unexercised
the related Option (or any portion or portions thereof which the holder from
time to time shall determine to surrender for this purpose) and to receive in
exchange therefor, subject to the provisions of the Stock Incentive Plan and
such rules and regulations as from time to time may be established by the
Committee, a payment having an aggregate value equal to the product of (A) the "Right Value" of one share of&nbsp;</p>
<p align="center">4</p>
<hr noshade size="1" color="#000000">
<p> Common Stock, as hereinafter defined,
and (B) the number of shares of Common Stock called for by the Option, or
portion thereof, which is surrendered. For purposes of the Stock Incentive Plan,
the Right Value of one share of Common Stock shall be the excess of: (i) the
fair market value of one share of Common Stock on the date on which the Right is
exercised, over (ii) the purchase price per share of the Common Stock covered by
the surrendered Option. The date on which the Committee shall receive notice
from the holder of the exercise of a Right shall be considered the date on which
the Right is exercised.</p>
<p>Upon exercise of a Right, a holder shall indicate to the Committee what
portion of the payment he desires to receive in cash and what portion in shares
of Common Stock of the Company; provided, that the Board of Directors shall have
sole discretion to determine in any case or cases that payment will be made in
the form of all cash, all shares of Common Stock, or any combination thereof. If
the holder is to receive a portion of such payment in shares of Common Stock,
the number of shares of Common Stock shall be determined by dividing the amount
of such portion by the fair market value of one share of Common Stock on the
date on which the Right is exercised. The number of shares of Common Stock which
may be received pursuant to the exercise of a Right may not exceed the number of
shares of Common Stock covered by the related Option, or portion thereof, which
is surrendered. No fractional shares of Common Stock will be issued, but instead
cash will be paid for any such fractional share of Common Stock.</p>
<p>No payment will be required from the holder upon exercise of a Right, except
that the holder shall, upon notification of the amount due and prior to or
concurrently with delivery to the holder of cash or a certificate representing
shares of Common Stock, pay promptly any amount necessary to satisfy applicable
Federal, state or local tax requirements, and the Company shall have the right
to deduct from any payment any taxes required by law to be withheld by the
Company with respect to such payment.</p>
<p>(c) The fair market value of one share of Common Stock for the date on which
a Right is exercised shall be determined as provided in Paragraph 5 for the
determination of such value on the date of grant.</p>
<p>(d) Upon exercise of a Right, the number of shares of Common Stock subject to
exercise under the related Option shall automatically be reduced by the number
of shares of Common Stock represented by the Option, or portion thereof, which
is surrendered. Shares of Common Stock subject to Options, or portions thereof,
which are surrendered in connection with the exercise of Rights shall not be
available for subsequent Option grants under the Stock Incentive Plan.</p>
<p>(e) Whether payments upon exercise of Rights are made in cash, shares of
Common Stock or a combination thereof, the Committee shall have the sole
discretion as to the timing of the payments, including whether payment shall be
made in a lump sum or installments, but payments may not be deferred beyond the
first business day of the twenty-fifth calendar month next following the month
of exercise of a Right. Deferred payments may bear interest at a rate determined
by the Committee, provided that such rate of interest shall not be less than the
lowest rate which avoids imputation of interest at a higher rate under the Code.
The Board of Directors may make such further provisions and adopt such rules and
regulations as it shall deem appropriate, not inconsistent with the Stock
Incentive Plan, related to the timing of the exercise of a Right and the
determination of the form and timing of payment to the holder upon such
exercise.</p>
<p align="center">5</p>
<hr noshade size="1" color="#000000">
<p>7. <u>Awards of Restricted Stock.</u> The Committee may authorize the
issuance or transfer of shares of Restricted Stock to Eligible Individuals
either alone or in addition to other Awards under the Stock Incentive Plan. The
terms and conditions of the vesting of an Award of Restricted Stock shall be set
forth in the Agreement with the recipient thereof. The Committee may condition
the grant of Restricted Stock upon the attainment of specified performance goals
pursuant to Paragraph 12 hereof or such other factors as the Committee may
determine, in its sole discretion. Awards of Restricted Stock shall also be
subject to the following provisions:</p>
<p>(a) The Restricted Stock may be issued at a purchase price less than the fair
market value thereof or for no consideration, as determined by the Committee.</p>
<p>(b) Restricted Stock may be subject to: (i) restrictions on the sale or other
disposition thereof, (ii) rights of repurchase or first refusal, and (iii) such
other restrictions, conditions and terms as the Committee deems appropriate.</p>
<p>(c) Each Award of Restricted Stock will constitute an immediate transfer of
ownership of such shares, entitling the recipient to dividend, voting and other
ownership rights. The holder of Restricted Stock shall not be required to return
any dividends received thereon to the Company in the event of the forfeiture of
such shares.</p>
<p>(d) The Committee shall determine whether shares of Restricted Stock are to
be held in escrow by the Company or by an escrow agent appointed by the
Committee, or if such shares are to be delivered to the recipient of the Award
with an appropriate legend referring to the terms, conditions and restrictions
applicable to the Award, in substantially the following form:</p>

  <p>"The sale, transfer, alienation, attachment, assignment, pledge or
  encumbrance of the shares of stock represented hereby are subject to the terms
  and conditions (including forfeiture) of the Jones Apparel Group, Inc. 1999
  Stock Incentive Plan and an Agreement entered into by the registered owner and
  the Company dated __________. Copies of such Plan and Agreement are on file at
  the offices of the Company. Any attempt to dispose of these shares in
  contravention of the applicable restrictions, including by way of sale,
  assignment, transfer, pledge, hypothecation or otherwise, shall be null and
  void and without effect."</p>

<p>If and when all restrictions on such shares have lapsed without a prior
forfeiture of the shares, such legend shall be removed from the certificate
representing the shares.</p>
<p>8. <u>Nontransferability of Awards.</u> No Award granted under the Stock
Incentive Plan shall be transferable, other than by will or by the laws of
descent and distribution, except that all or any portion of an Option (other
than Options which are ISOs) may be transferred to or for the benefit of (by
trust) the spouse or lineal descendants of a holder of such Option, subject to
such restrictions on transfer which may be imposed by federal and state
securities laws, and if prior thereto the transferee agrees to be bound by the
terms of the Stock Incentive Plan and the Options, as the case may be
("Permitted Transferee"). Options which are ISOs may be exercised,
during the lifetime of the holder, only by the holder, or by his guardian or
legal representative.</p>
<p>9. <u>Termination of Relationship to the Company.</p>
</u>
<p>(a) In the event that any original grantee of an Option or Right shall cease
to be an Eligible Individual of the Company (or any subsidiary corporation
thereof), except as set forth in Paragraph&nbsp;</p>
<p align="center">6</p>
<hr noshade size="1" color="#000000">
<p> 10, such Award may (subject to the
provisions of the Stock Incentive Plan) be exercised (to the extent that the
original grantee was entitled to exercise such Option or Right at the
termination of his employment or service as a director, officer, consultant,
adviser, agent or independent representative, as the case may be) at any time
within three months after such termination (or for such other period following
termination as the grantee and the Company may have agreed to in writing), but
not more than 10 years (five years in the case of a 10% Holder) after the date
on which such Award was granted or the expiration of the Award, if earlier.
Notwithstanding the foregoing, except as provided in Paragraph 10, if the
position of an original grantee shall be terminated by the Company or any
subsidiary thereof for cause or if the original grantee terminates his
employment or position voluntarily and without the written consent of the
Company or any subsidiary corporation thereof, as the case may be, the Options
or Rights granted to such person, whether held by such person or by a Permitted
Transferee shall, to the extent not theretofore exercised, forthwith terminate
immediately upon such termination. Subject to such exceptions as may be
determined by the Committee, in the event any original Restricted Stock grantee
shall cease to be an Eligible Individual of the Company (or any subsidiary
corporation thereof), except as set forth in Paragraph 10, all shares of
Restricted Stock remaining subject to applicable restrictions shall be forfeited
by the recipient and be immediately transferred to, and reacquired by, the
Company at no cost to the Company.</p>
<p>(b) Other than as provided in Paragraph 10(a), Awards granted under the Stock
Incentive Plan shall not be affected by any change of duties or position so long
as the holder remains an Eligible Individual.</p>
<p>(c) Any Agreement may contain such provisions as the Committee shall approve
with reference to the determination of the date employment terminates or the
date other positions or relationships terminate for purposes of the Stock
Incentive Plan and the effect of leaves of absence, which provisions may vary
from one another.</p>
<p>(d) Nothing in the Stock Incentive Plan or in any Award pursuant to the Stock
Incentive Plan shall confer upon any Eligible Individual or other person any
right to continue in the employ of the Company or any subsidiary corporation
thereof (or the right to be retained by, or have any continued relationship with
the Company or any subsidiary corporation thereof), or affect the right of the
Company or any such subsidiary corporation thereof, as the case may be, to
terminate his employment, retention or relationship at any time. The grant of
any Award pursuant to the Stock Incentive Plan shall be entirely in the
discretion of the Committee, and nothing in the Stock Incentive Plan shall be
construed to confer on any Eligible Individual any right to receive any Award
under the Stock Incentive Plan.</p>
<p>10. <u>Death, Disability or Retirement.</p>
</u>
<p>(a) If a person to whom an Award has been granted under the Stock Incentive
Plan shall (i) die (and the conditions in sub-paragraph (b) below are met) or
(ii) become permanently and totally disabled or enter retirement (as such terms
are defined below) while serving as an Eligible Individual, then the following
provisions shall apply: (A) in the case of an Option or Stock Appreciation
Right, the Award shall become immediately fully exercisable and the period for
exercise provided in Paragraph 9 shall be extended to (i) one year after the
date of death of the original grantee, or (ii) in the case of the permanent and
total disability of the original grantee, to one year after the date of
permanent and total disability of the original grantee, or (iii) three years in
the case of a retirement&nbsp;</p>
<p align="center">7</p>
<hr noshade size="1" color="#000000">
<p> (as defined below), but, in any case, not more than 10
years (five years in the case of a 10% Holder) after the date such Award was
granted, or the expiration of the Award, if earlier, as shall be prescribed in
the original grantee's Award Agreement, and (B) in the case of Restricted
Stock, the period of restrictions applicable to all unvested shares shall
terminate on the date of termination of employment by reason of retirement,
disability or death. An Award may be exercised as set forth herein in the event
of the original grantee's death, by a Permitted Transferee or the person or
persons to whom the holder's rights under the Award pass by will or applicable
law, or if no such person has the right, by his executors or administrators; or
in the event of the original grantee's permanent and total disability, by the
holder or his guardian.</p>
<p>(b) In the case of death of a person to whom an Award was originally granted,
the provisions of subparagraph (a) apply if such person dies (i) while in the
employ of the Company or a subsidiary corporation thereof or while serving as an
Eligible Individual of the Company or a subsidiary corporation thereof or (ii)
within three months after the termination of such position other than
termination for cause, or voluntarily on the original grantee's part and
without the consent of the Company or a subsidiary corporation thereof, or (iii)
within three years following his retirement.</p>
<p>(c) The term "permanent and total disability" as used above shall
have the meaning set forth in Section 22(e)(3) of the Code.</p>
<p>(d) The term "retirement" as used above shall mean voluntary
termination of employment with the Company or a subsidiary corporation thereof
by the Eligible Individual after attaining age 55 with at least 10 years of
service with the approval of the Company or, if the individual has not attained
age 55 and/or has less than 10 years of service, the Company determines that
circumstances exist that warrant the granting of retirement status.</p>
<p>11. <u>Adjustments upon Changes in Capitalization.</u> Notwithstanding any
other provision of the Stock Incentive Plan, in the event of changes in the
outstanding Common Stock of the Company by reason of stock dividends, stock
splits, reverse stock splits, recapitalizations, mergers, consolidations,
combinations or exchanges of shares, spin-offs, reorganizations, liquidations
and the like, the Committee may appropriately adjust the aggregate number and
class of shares of Common Stock as to which Awards may be granted under the
Stock Incentive Plan, the maximum number and class of shares that may be awarded
to any Eligible Individual, the number and class of shares subject to
outstanding Awards, and the Option or Restricted Stock price per share. In the
event of (i) the dissolution or liquidation of the Company, or (ii) the
disposition by the Company of substantially all of the assets or stock of a
subsidiary of which the original grantee is then an employee, officer or
director, consultant, adviser, agent or independent representative or if (iii) a
"change in control" (as hereinafter defined) of the Company has
occurred or is about to occur, then, if the Committee shall so determine: (A)
with respect to Options, each Option under the Stock Incentive Plan, if such
event shall occur with respect to the Company, or each Option granted to an
employee, officer, director, consultant, adviser, agent or independent
representative of a subsidiary respecting which such event shall occur, shall
(x) become immediately and fully exercisable or (y) terminate simultaneously
with the happening of such event, and the Company shall pay the Optionee in lieu
thereof an amount equal to (a) the excess of the fair market value over the
exercise price of one share on the date on which such event occurs, multiplied
by (b) the number of shares subject to the Option, without regard to whether the
Option is then otherwise exercisable, and (B) with respect to Restricted Stock,
any Restricted Stock not forfeited prior to the change in control shall become
immediately and fully&nbsp;</p>
<p align="center">8</p>
<hr noshade size="1" color="#000000">
<p> vested, and the Committee shall have sole discretion to
waive automatic forfeitures, if any, arising from the change in control.</p>
<p>12. <u>Performance-Based Awards.</u> Certain Awards of Restricted Stock
granted under the Stock Incentive Plan may be granted, in the sole discretion of
the Committee, in a manner constituting "qualified performance-based
compensation" within the meaning of Section 162(m) of the Code. Such Awards
(the "Performance-Based Awards") shall be based upon one or more of
the following factors: stock price, earnings per share, net earnings, operating
earnings, return on assets, shareholder return, return on equity, growth in
assets, sales, cash flow, market share, relative performance to a group of
companies comparable to the Company, and strategic business criteria consisting
of one or more objectives based on the Company's meeting specified goals
relating to revenue, market penetration, business expansion, costs or
acquisitions or divestitures. With respect to Performance-Based Awards, (i) the
Committee shall establish in writing the objective performance-based goals
applicable to a given fiscal period no later than 90 days after the commencement
of such fiscal period (but in no event after 25% of such period has elapsed) and
(ii) no Performance-Based Awards shall be payable to any recipient for a given
fiscal period until the Committee certifies in writing that the objective
performance goals (and any other material terms) applicable to such period have
been satisfied.</p>
<p>13. <u>Effectiveness of the Stock Incentive Plan.</u> Awards may be granted
under the Stock Incentive Plan, subject to its authorization and adoption by
stockholders of the Company, at any time or from time to time after its adoption
by the Committee, but the amendment and restatement of the Stock Incentive Plan
shall not be effective unless it shall have been authorized and adopted by a
majority of the votes properly cast thereon at a meeting of stockholders of the
Company duly called and held after the date of adoption of the amended and
restated Stock Incentive Plan by the Board of Directors. If so adopted, the
amended and restated Stock Incentive Plan shall become effective as of the date
of its adoption by the Board of Directors. The exercise of Options shall also be
expressly subject to the condition that at the time of exercise a registration
statement under the Securities Act of 1933, as amended (the "Act")
shall be effective, or other provisions satisfactory to the Committee shall have
been made to ensure that such exercise will not result in a violation of such
Act, and such other qualification under any state or Federal law, rule or
regulation as the Company shall determine to be necessary or advisable shall
have been effected. If the shares of Common Stock issuable upon exercise of an
Option or if shares of Restricted Stock are not registered under such Act, and
if the Committee shall deem it advisable, the recipient may be required to
represent and agree in writing (i) that any shares of Common Stock acquired
pursuant to the Stock Incentive Plan will not be sold except pursuant to an
effective registration statement under such Act or an exemption from the
registration provisions of the Act and (ii) that such recipient will be
acquiring such shares of Common Stock for his own account and not with a view to
the distribution thereof and (iii) that the holder accepts such restrictions on
transfer of such shares, including, without limitation, the affixing to any
certificate representing such shares of an appropriate legend restricting
transfer as the Company may reasonably impose.</p>
<p>14. <u>Termination and Amendment of the Stock Incentive Plan.</u> The Board
of Directors of the Company may, at any time prior to the termination of the
Stock Incentive Plan, except that no amendment may be made without shareholder
approval if the Board of Directors determines that such approval is necessary to
comply with any tax or regulatory requirement, including any approval
requirement which is a prerequisite for exemptive relief from Section 16 of the
Exchange Act, for&nbsp;</p>
<p align="center">9</p>
<hr noshade size="1" color="#000000">
<p> which or with which the Board of Directors determines that it
is desirable to qualify or comply. No suspension, termination, modification or
amendment of the Stock Incentive Plan may, without the express written consent
of the Eligible Individual (or his Permitted Transferee) to whom an Award shall
theretofore have been granted, adversely affect the rights of such Eligible
Individual (or his Permitted Transferee) under such Award.</p>
<p>15. <u>Financing for Investment in Stock of the Company.</u> The Board of
Directors may cause the Company or any subsidiary to give or arrange for
financing, including direct loans, secured or unsecured, or guaranties of loans
by banks which loans may be secured in whole or in part by assets of the Company
or any subsidiary, to any Eligible Individual under the Stock Incentive Plan who
shall have been so employed or so served for a period of at least six months at
the end of the fiscal year ended immediately prior to arranging such financing;
but the Board of Directors may, in any specific case, authorize financing for an
Eligible Individual who shall not have served for such a period. Such financing
shall be for the purpose of providing funds for the purchase by the Eligible
Individual of shares of Common Stock pursuant to the exercise of an Option or an
Award of Restricted Stock and/or for payment of taxes incurred in connection
with such exercise or Award, and/or for the purpose of otherwise purchasing or
carrying a stock investment in the Company. The maximum amount of liability
incurred by the Company and its subsidiaries in connection with all such
financing outstanding shall be determined from time to time in the discretion of
the Board of Directors. Each loan shall bear interest at a rate not less than
that provided by the Code and other applicable law, rules, and regulations in
order to avoid the imputation of interest at a higher rate. Each recipient of
such financing shall be personally liable for the full amount of all financing
extended to him. Such financing shall be based upon the judgment of the Board of
Directors that such financing may reasonably be expected to benefit the Company,
and that such financing as may be granted shall be consistent with the
Certificate of Incorporation and By-Laws of the Company or such subsidiary, and
applicable laws. If any such financing is authorized by the Board of Directors,
such financing shall be administered by the Board of Directors.</p>
<p>16. <u>Severability.</u> In the event that any one or more provisions of the
Stock Incentive Plan or any Agreement, or any action taken pursuant to the Stock
Incentive Plan or such Agreement, should, for any reason, be unenforceable or
invalid in any respect under the laws of the United States, any state of the
United States or any other government, such unenforceability or invalidity shall
not affect any other provision of the Stock Incentive Plan or of such or any
other Agreement, but in such particular jurisdiction and instance the Stock
Incentive Plan and the affected Agreement shall be construed as if such
unenforceable or invalid provision had not been contained therein or if the
action in question had not been taken thereunder.</p>
<p>17. <u>Applicable Law.</u> The Stock Incentive Plan shall be governed and
interpreted, construed and applied in accordance with the laws of the State of
Pennsylvania.</p>
<p>18. <u>Withholding.</u> A holder shall, upon notification of the amount due
and prior to or concurrently with delivery to such holder of a certificate
representing such shares of Common Stock, pay promptly any amount necessary to
satisfy applicable Federal, state, local or other tax requirements.</p>
<p>19. <u>Miscellaneous.</p>
</u>
<p>(a) The terms "parent," "subsidiary" and "subsidiary
corporation" shall have the meanings set forth in Sections 424(e) and (f)
of the Code, respectively.</p>
<p align="center">10</p>
<hr noshade size="1" color="#000000">
<p>(b) The term "terminated for cause" shall mean termination by the
Company (or a subsidiary thereof) of the employment of or other relationship
with, the original grantee by reason of the grantee's (i) willful refusal to
perform his obligations to the Company (or a subsidiary thereof), (ii) willful
misconduct, contrary to the interests of the Company (or a subsidiary thereof),
or (iii) commission of a serious criminal act, whether denominated a felony,
misdemeanor or otherwise. In the event of any dispute regarding whether a
termination for cause has occurred, the Board of Directors may by resolution
resolve such dispute, and such resolution shall be final and conclusive on all
parties.</p>
<p>(c) The term "change in control" shall mean an event or series of
events that results in (i) a person, partnership, joint venture, corporation or
other entity, or two or more of any of the foregoing acting as a "person" within the meaning of Sections 13(d)(3) of the Exchange Act,
other than the Company, a majority-owned subsidiary of the Company or an
employee benefit plan of the Company or such subsidiary (or such plan's
related trust), become(s) the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act) of 20% or more of the then outstanding voting
stock of the Company; (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Company's Board
of Directors (together with any new director whose election by the Company's
Board or whose nomination for election by the Company's shareholders, was
approved by a vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the directors then in office; (iii) all or
substantially all of the business of the Company is disposed of pursuant to a
merger, consolidation or other transaction in which the Company is not the
surviving corporation or the Company combines with another company and is the
surviving corporation (unless the shareholders of the Company immediately
following such merger, consolidation, combination, or other transaction
beneficially own, directly or indirectly, more than 50% of the aggregate voting
stock or other ownership interests of (x) the entity or entities, if any, that
succeed to the business of the Company or (y) the combined company).</p>
<p align="center">11</p>
<hr noshade size="1" color="#000000">
<b><u>
<p ALIGN="center">EXHIBIT 5.1<br>
</u></b>
<br>
JONES APPAREL GROUP, INC.<br>
1411 Broadway<br>
New York, New York&nbsp;&nbsp; 10018<br>
<br></p>
<p align="right">August 1, 2001</p>
<p>Board of Directors of<br>
Jones Apparel Group, Inc.<br>
250 Rittenhouse Circle<br>
Bristol, Pennsylvania&nbsp;&nbsp; 19007<br>
<br>&nbsp;&nbsp;&nbsp; Re:&nbsp;&nbsp;   <u>Registration Statement on Form S-8<br>
</u>
<br>
Ladies and Gentlemen:<br>
<br>
&nbsp;&nbsp;&nbsp; I have acted as counsel for Jones Apparel Group, Inc., a Pennsylvania
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement"),
which is being filed on the date hereof by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act").<br>
<br>
&nbsp;&nbsp;&nbsp; The Registration Statement covers 5,000,000 shares (the "Shares") of
common stock, $0.01 par value per share, of the Company ("Common
Stock") which may be issued by the Company upon the exercise of options to
be granted pursuant to the Company's 1999 Stock Incentive Plan, as amended
(the "Plan").<br>
<br>
&nbsp;&nbsp;&nbsp; In that connection, I have examined originals, or copies certified or otherwise
identified to my satisfaction, of such documents, corporate records and other
instruments as I have deemed necessary or appropriate for the purposes of this
opinion, including the Registration Statement and the Plan.&nbsp; In such
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the conformity to originals of
all documents submitted to me as certified or reproduced copies of originals.<br>
<br>
&nbsp;&nbsp;&nbsp; Based upon such examination, I am of the opinion that the Shares have been duly
authorized for issuance and when issued and paid for in accordance with the
terms and conditions of the Plan, will be validly issued, fully paid and
non-assessable.<br>
<br>
&nbsp;&nbsp;&nbsp; I am admitted to practice law in the State of New York, and I express no opinion
as to any matters governed by any law other than the laws of the State of New
York and the federal law of the United States of America.&nbsp; <br>
<br>
&nbsp;&nbsp;&nbsp; As of August 1, 2001, I owned no shares of Common Stock but had options to
purchase 193,811 shares of Common Stock.&nbsp; <br>
<br>
&nbsp;&nbsp;&nbsp; I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.&nbsp; I further consent to the filing of copies of this opinion with
agencies of such states and other jurisdictions as are deemed necessary in the
course of complying with the laws of the states and jurisdictions regarding the
issuance and sale of the Shares in accordance with the Registration
Statement.&nbsp; In giving such consents, I do not hereby admit that I am in the
category of persons whose consent is required under Section 7 of the Act. <br>
<br>
<b><u>
</p>
<div align="center">
  <center>
  <table border="0" cellpadding="0" cellspacing="0" width="75%">
    <tr>
      <td width="50%"></td>
      <td width="50%">
Very truly yours,<br>
<br>

				<i><u>/s/ Ira M. Dansky<br>
</u></i>				Ira M. Dansky<br>
General Counsel</td>
    </tr>
  </table>
  </center>
</div>
<hr noshade size="1" color="#000000">
<p ALIGN="center">EXHIBIT 23.2<br>
</u></b>

<br>
<br>

<b>CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
</b>

</p>

<p ALIGN="left">
Jones Apparel Group, Inc.<br>
New York, New York<br>
<br>
&nbsp;&nbsp;&nbsp; We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-8 of our reports
dated February 2, 2001 relating to the consolidated financial statements and
schedule of Jones Apparel Group, Inc. and subsidiaries appearing in Jones
Apparel Group, Inc.'s Annual Report on Form 10-K for the year ended December
31, 2000. <br>
<br>
</p>

<div align="center">
  <center>
  <table border="0" cellpadding="0" cellspacing="0" width="75%">
    <tr>
      <td width="50%"></td>
      <td width="50%">
/s/ BDO SEIDMAN, LLP</td>
    </tr>
  </table>
  </center>
</div>
<p ALIGN="left"><br>
New York, New York<br>
August 1, 2001
</p>

</body>

</html>
[{"type": "S-8", "sequence": "1", "filename": "s8.htm", "description": "FORM S-8", "secsgml_size_bytes": 62004}]
{"company-data": {"conformed-name": "JONES APPAREL GROUP INC", "cik": "0000874016", "assigned-sic": "2330", "irs-number": "060935166", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66578", "film-number": "1696227"}, "business-address": {"street1": "250 RITTENHOUSE CIRCLE", "street2": "KEYSTONE PK", "city": "BRISTOL", "state": "PA", "zip": "19007", "phone": "2157854000"}, "mail-address": {"street1": "250 RITTENHOUSE CIRCLE", "city": "BRISTOL", "state": "PA", "zip": "19007"}}
S-8
As filed with the Securities and Exchange Commission on August
2, 2001
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________________________
JONES APPAREL GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania
(State or Other Jurisdiction of Incorporation or
                     Organization)
06-0935166
(I.R.S. Employer Identification No.)
250 Rittenhouse Circle
Bristol, Pennsylvania 19007
(215) 785-4000
(Address of Principal Executive Offices)
_______________________________________________________
1999 STOCK INCENTIVE PLAN
(Full Title of Plan)
IRA M. DANSKY, ESQ.
General Counsel
Jones Apparel Group, Inc.
1411 Broadway
New York, New York 10018
(Name and Address of Agent for Service)
_____________________
(212) 536-9526
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount to be
Registered(1)
Proposed Maximum Offering Price Per Share
Proposed Maximum Aggregate Offering Price
Amount of
    Registration  Fee(2)
Common Stock,
$.01 par value
5,000,000
$33.25
$166,250,000
$41,562.50
(1)
An indeterminate additional number of shares of Common Stock are registered hereunder, which may be issued as a result of stock splits, stock dividends or similar transactions pursuant to the operation of the
              "Adjustments Upon Changes in Capitalization" provisions of the 1999 Stock Incentive Plan.  No additional registration fee is included for these shares.
(2)
The registration fee is based upon the average of the high and low sales prices for the Common Stock of
              $33.25 on
              August 1, 2001 as prescribed by Rule 457(c).
Page 1 of 18 Pages
Exhibit Index appears on Page 5
EXPLANATORY NOTE
The purpose of this Registration Statement on Form S-8 is
  to register an additional 5,000,000 shares of Common Stock, $.01 par value
  (the "Common Stock") of Jones Apparel Group, Inc. ("Jones"
  or the "Company") to be issued under the Jones Apparel Group, Inc.
  1999 Stock Incentive Plan (the "Plan"). The contents of the
  Company's Registration Statement on Form S-8, as filed with the Securities and
  Exchange Commission (the "Commission") on August 23, 1999
  (Commission File No. 333-85795), which became effective on such date, relating
  to the registration of shares of Common Stock authorized for issuance under
  the Plan, are incorporated by reference herein in accordance with General
  Instruction E to Form S-8.
Item 8.
Exhibits
.
See Exhibit Index.
[Signature Page follows]
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bristol, Commonwealth of Pennsylvania, on August 1,
2001.
JONES APPAREL GROUP, INC.
By:
/s/ Wesley R. Card
Name: Wesley R. Card
Title: Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Ira M. Dansky, Wesley R. Card
and Patrick M. Farrell, and each of them, his true and lawful attorneys-in-fact
and agent with full power of substitution for him and in his name, place and
stead, in any and all capacities to sign any and all amendments (including
pre-effective and post-effective amendments) to this Registration Statement on
Form S-8, and to file the same with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, grants unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might and could do in
person, and hereby ratifies and confirms all that said attorneys-in-fact and
agents or their substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
Signature
Title
Date
/s/ Sidney Kimmel
Sidney Kimmel
Chairman and Director
(Chief Executive Officer)
August 1, 2001
/s/ Jackwyn Nemerov
Jackwyn Nemerov
President, Chief Operating
Officer and Director
August 1, 2001
3
/s/ Wesley R. Card
Wesley R. Card
Chief Financial Officer
(Principal Financial Officer)
August 1, 2001
/s/ Patrick M. Farrell
Patrick M. Farrell
Senior Vice President and Corporate Controller (Principal Accounting
      Officer)
August 1, 2001
/s/ Irwin Samelman
Irwin Samelman
Executive Vice President, Marketing and Director
August 1, 2001
/s/ Geraldine Stutz
Geraldine Stutz
Director
August 1, 2001
/s/ Howard Gittis
Howard Gittis
Director
August 1, 2001
/s/ Eric A. Rothfeld
Eric A. Rothfeld
Director
August 1, 2001
/s/ Anthony F. Scarpa
Anthony F. Scarpa
Director
August 1, 2001
/s/ Peter Boneparth
Peter Boneparth
Director
August 1, 2001
/s/ Matthew H. Kamens
Matthew H. Kamens
Director
August 1, 2001
4
EXHIBIT INDEX
Exhibit
Number
Description
4.1
Provisions of the Amended and Restated Articles of Incorporation
      that define the rights of security holders of Jones Apparel Group, Inc.
      (incorporated by reference to Jones Apparel Group, Inc.'s Annual Report on
      Form 10-K for the year ended December 31, 1998).
4.2
Provisions of the By-laws and Amendments to By-laws of Jones
      Apparel Group, Inc. that define the rights of security holders of Jones
      Apparel Group, Inc. (incorporated by reference to Jones Apparel Group, Inc
      .'s Registration Statement on Form S-1 filed on April 3, 1991
      (Registration No. 33-39742) and Annual Report on Form 10-K for the year
      ended December 31, 1993, respectively).
4.3*
1999 Jones Apparel Group, Inc. Stock Incentive Plan, as amended.
5.1*
Opinion of Ira M. Dansky, General Counsel of Jones, regarding
      the legality of the securities being registered.
23.1
Consent of Ira M. Dansky, Esq. (included as part of
      Exhibit 5.1 to this Registration Statement).
23.2*
Consent of BDO Seidman, LLP.
24.1
Power of Attorney (included on the signature page of this
      Registration Statement).
________________
*Filed herewith.
5
EXHIBIT 4.3
JONES APPAREL GROUP, INC.
1999 STOCK INCENTIVE PLAN
(as amended on June 6, 2001)
1.
Purpose of the 1999 Stock Incentive Plan.
Jones Apparel Group, Inc.
(the "Company") desires to attract and retain the best available
talent and to encourage the highest level of performance. The 1999 Stock
Incentive Plan (the "Stock Incentive Plan") is intended to contribute
significantly to the attainment of these objectives by (i) providing long-term
incentives and rewards to all key employees of the Company (including officers
and directors who are key employees of the Company and also including key
employees of any subsidiary of the Company which may include officers or
directors of any subsidiary of the Company who are also key employees of said
subsidiary), and those directors and officers, consultants, advisers, agents or
independent representatives of the Company or of any subsidiary (together, "Eligible Individuals"), who are contributing or in a position to
contribute to the long-term success and growth of the Company or of any
subsidiary, (ii) assisting the Company and any subsidiary in attracting and
retaining Eligible Individuals with experience and ability, and (iii)
associating more closely the interests of such Eligible Individuals with those
of the Company's stockholders.
2.
Scope and Duration of the Stock Incentive Plan.
Under the Stock
Incentive Plan, options ("Options") to purchase shares of common
stock, par value $.01 per share ("Common Stock"), may be granted to
Eligible Individuals. Options granted to employees (including officers and
directors who are employees) of the Company or a subsidiary corporation thereof,
may, at the time of grant, be designated by the Company's Board of Directors
either as incentive stock options ("ISOs"), with the attendant tax
benefits as provided for under Sections 421 and 422 of the Internal Revenue Code
of 1986, as amended (the "Code") or as nonqualified stock options.
Stock appreciation rights (the "Rights") may be granted in association
with Options. Shares of Common Stock subject to restrictions and granted
pursuant to Paragraph 7 of the Stock Incentive Plan ("Restricted
Stock") may also be granted to Eligible Individuals hereunder. The grant of
any of an Option, a Right and/or Restricted Stock is sometimes referred to
herein as an "Award." The aggregate number of shares of Common Stock
reserved for grant from time to time under the Stock Incentive Plan is
15,000,000 shares of Common Stock, which shares of Common Stock may be
authorized but unissued shares of Common Stock or shares of Common Stock, which
shall have been or which may be reacquired by the Company, as the Board of
Directors of the Company shall from time to time determine. The maximum number
of shares of Restricted Stock issuable hereunder is 2,250,000. Restricted Stock
issued pursuant to the Stock Incentive Plan, even while subject to restrictions,
will be counted against the maximum number of shares issuable hereunder. Such
aggregate numbers shall be subject to adjustment as provided in Paragraph 11. If
an Option shall expire or terminate for any reason without having been exercised
in full or surrendered in full in connection with the exercise of a Right, or if
Restricted Stock is forfeited, the shares of Common Stock represented by the
portion of the Option not so exercised or surrendered, or forfeited shares of
Restricted Stock, as applicable, shall (unless the Stock Incentive Plan shall
have been terminated) become available for other Awards under the Stock
Incentive Plan. Subject to Paragraph 14, no Option, Right or Restricted Stock
shall be granted under the Stock Incentive Plan after May 19, 2009.
3.
Administration of the Stock Incentive Plan.
This Stock Incentive
Plan will be administered by the Board of Directors of the Company (the "Board of Directors"). The Board of Directors, in its
discretion, may
designate an Option committee (the "Option Committee" or "Committee") composed of at least two members of the Board of
Directors to administer this Stock Incentive Plan. Members of the Option
Committee shall meet such qualifications as the Board of Directors may
determine; provided, however, that each member shall qualify as a "Non-Employee Director" under Section 16 of the Securities Exchange
Act of 1934, as amended and as an "Outside Director" as defined in
Code Section 162(m) and any regulations promulgated thereunder. Subject to the
express provisions of this Plan, the Board of Directors or the Committee
(hereinafter, the terms "Option Committee" or "Committee",
shall mean the Board of Directors whenever no such Option Committee has been
designated), shall have authority in its discretion, subject to and not
inconsistent with the express provisions of this Stock Incentive Plan, to direct
the grant of Awards; to determine the purchase price of the Common Stock covered
by each Award; the Eligible Individuals to whom, and the time or times at which,
Awards shall be granted and subject to the maximum set forth in Paragraph 4
hereof, the number of shares of Common Stock to be covered by each Award; to
designate Options as ISOs; to direct the grant of Rights in connection with any
Option; to interpret the Stock Incentive Plan; to determine the time or times at
which Options may be exercised; to determine the terms and conditions of the
restrictions relating to the Restricted Stock (which restrictions may vary among
Awards as the Committee shall deem appropriate); to prescribe, amend and rescind
rules and regulations relating to the Stock Incentive Plan, including, without
limitation, such rules and regulations as it shall deem advisable, so that
transactions involving Awards may qualify for exemption under such rules and
regulations as the Securities and Exchange Commission may promulgate from time
to time exempting transactions from Section 16(b) of the Securities and Exchange
Act of 1934 (the "Exchange Act"); to determine the terms and
provisions of and to cause the Company to enter into agreements with Eligible
Individuals in connection with Awards granted under the Stock Incentive Plan
(the "Agreements"), which Agreements may vary from one another as the
Committee shall deem appropriate; and to make all other determinations it may
deem necessary or advisable for the administration of the Stock Incentive Plan.
Members of the Committee shall serve at the pleasure of the Board of
Directors. The Committee shall have and may exercise all of the powers of the
Board of Directors under the Stock Incentive Plan, other than the power to
appoint a director to Committee membership. A majority of the Committee shall
constitute a quorum, and acts of a majority of the members present at any
meeting at which a quorum is present shall be deemed the acts of the Committee.
The Committee may also act by instrument signed by a majority of the members of
the Committee.
Every action, decision, interpretation or determination by the Committee with
respect to the application or administration of this Stock Incentive Plan shall
be final and binding upon the Company and each person holding any Award granted
under this Stock Incentive Plan.
4.
Eligibility: Factors to be Considered in Granting Awards and
Designating ISOs.
(a) Awards may be granted only to (i) key employees (including officers and
directors who are employees) of the Company or any subsidiary corporation
thereof on the date of grant (Options so granted may be designated as ISOs), and
(ii) directors or officers of the Company or a subsidiary corporation thereof on
the date of grant, without regard to whether they are employees, and (iii)
consultants or advisers to or agents or independent representatives of the
Company or a subsidiary thereof. In determining the persons to whom Awards shall
be granted and the number of shares of
2
Common Stock to be covered by each Award,
the Committee shall take into account the nature of the duties of the respective
persons, their present and potential contributions to the Company's (including
subsidiaries') successful operation and such other factors as the Board of
Directors in its discretion shall deem relevant. Subject to the provisions of
Paragraph 2 and clause (c) below, an Eligible Individual may receive Awards on
more than one occasion under the Stock Incentive Plan. No person shall be
eligible for an Award if he shall have filed with the Secretary of the Company
an instrument waiving such eligibility; provided that any such waiver may be
revoked by filing with the Secretary of the Company an instrument of revocation,
which revocation will be effective upon such filing.
(b) In the case of each ISO granted to an employee, the aggregate fair market
value (determined at the time the ISO is granted) of the Common Stock with
respect to which the ISO is exercisable for the first time by such employee
during any calendar year (under all plans of the Company and any subsidiary
corporation thereof) may not exceed $100,000.
(c) In no event shall any Eligible Individual be granted Options to purchase
more than 3,000,000 shares of Common Stock or shares of Restricted Stock as
Performance-Based Awards (as defined in paragraph 12) in excess of 1,500,000
over the ten-year term of this Stock Incentive Plan.
5. Awards of Options.
(a)
Options.
(i) The purchase price per share of the Common Stock covered by each Option
shall be established by the Committee but in no event shall it be less than the
fair market value of a share of the Common Stock on the date the Option is
granted; provided, however, that if an Option is granted to a director of the
Company for services solely as a director, and such grant is approved by the
Board of Directors, the purchase price may be less than such fair market value.
If, at the time an Option is granted, the Common Stock is publicly traded, such
fair market value shall be the closing price (or the mean of the latest bid and
asked prices) of a share of Common Stock on such date as reported in The Wall
Street Journal (or a publication or reporting service deemed equivalent to The
Wall Street Journal for such purpose by the Board of Directors) for any national
securities exchange or other securities market which at the time is included in
the stock price quotations of such publication. In the event that the Committee
shall determine such stock price quotation is not representative of fair market
value by reason of the lack of a significant number of recent transactions or
otherwise, the Committee may determine fair market value in such a manner as it
shall deem appropriate under the circumstances. If, at the time an Option is
granted, the Common Stock is not publicly traded, the Committee shall make a
good faith attempt to determine such fair market value.
(ii) In the case of an employee who at the time an ISO is granted owns stock
possessing more than 10% of the total combined voting power of all classes of
the stock of the employer corporation or of its parent or a subsidiary
corporation thereof (a "10% Holder"), the purchase price of the Common
Stock covered by any ISO shall in no event be less than 110% of the fair market
value of the Common Stock at the time the ISO is granted.
(b)
Term of Options.
The term of each Option shall be fixed by the
Committee, but in no event shall it be exercisable more than 10 years from the
date of grant, subject to earlier termination as provided
3
in Paragraphs 9 and
10. An ISO granted to a 10% Holder shall not be exercisable more than 5 years
from the date of grant.
(c)
Exercise of Options.
(i) Subject to the provisions of the Stock Incentive Plan, an Option granted
to an employee under the Stock Incentive Plan shall become fully exercisable at
such time or times as the Committee in its sole discretion shall determine at
the time of the granting of the Option or thereafter, except that in no event
shall any such Option be exercisable later than 10 years after its grant.
(ii) An Option may be exercised as to any or all full shares of Common Stock
as to which the Option is then exercisable.
(iii) The purchase price of the shares of Common Stock as to which an Option
is exercised shall be paid in full in cash at the time of exercise; provided,
that the purchase price may be paid (i) in whole or in part, by surrender or
delivery to the Company of previously-owned securities of the Company already
beneficially owned by the Optionee for at least six months and having a fair
market value on the date of the exercise equal to the portion of the purchase
price being so paid, or (ii) in cash by a broker-dealer acceptable to the
Company to whom the Optionee has submitted an irrevocable notice of exercise.
Fair market value shall be determined as provided in Paragraph 5 for the
determination of such value on the date of the grant. In addition, the holder
shall, upon notification of the amount due and prior to or concurrently with
delivery to the holder of a certificate representing such shares of Common
Stock, pay promptly any amount necessary to satisfy applicable Federal, state or
local tax requirements.
(iv) Except as provided in Paragraphs 9 and 10, no Option may be exercised
unless the original grantee thereof is then an Eligible Individual.
(v) The Option holder shall have the rights of a stockholder with respect to
shares of Common Stock covered by an Option only upon becoming the holder of
record of such shares of Common Stock.
(vi) Notwithstanding any other provision of this Stock Incentive Plan, the
Company shall not be required to issue or deliver any share of stock upon the
exercise of an Option prior to the admission of such share to listing on any
stock exchange or automated quotation system on which the Company's Common
Stock may then be listed.
6.
Awards and Exercise of Rights.
(a) A Right may be awarded by the Committee in association with any Option
either at the time such Option is granted or at any time prior to the exercise,
termination or expiration of such Option. Each such Right shall be subject to
the same terms and conditions as the related Option and shall be exercisable
only to the extent such Option is exercisable, and the Right Value, as
hereinafter defined, is a positive amount.
(b) A Right shall entitle the holder to surrender to the Company unexercised
the related Option (or any portion or portions thereof which the holder from
time to time shall determine to surrender for this purpose) and to receive in
exchange therefor, subject to the provisions of the Stock Incentive Plan and
such rules and regulations as from time to time may be established by the
Committee, a payment having an aggregate value equal to the product of (A) the "Right Value" of one share of
4
Common Stock, as hereinafter defined,
and (B) the number of shares of Common Stock called for by the Option, or
portion thereof, which is surrendered. For purposes of the Stock Incentive Plan,
the Right Value of one share of Common Stock shall be the excess of: (i) the
fair market value of one share of Common Stock on the date on which the Right is
exercised, over (ii) the purchase price per share of the Common Stock covered by
the surrendered Option. The date on which the Committee shall receive notice
from the holder of the exercise of a Right shall be considered the date on which
the Right is exercised.
Upon exercise of a Right, a holder shall indicate to the Committee what
portion of the payment he desires to receive in cash and what portion in shares
of Common Stock of the Company; provided, that the Board of Directors shall have
sole discretion to determine in any case or cases that payment will be made in
the form of all cash, all shares of Common Stock, or any combination thereof. If
the holder is to receive a portion of such payment in shares of Common Stock,
the number of shares of Common Stock shall be determined by dividing the amount
of such portion by the fair market value of one share of Common Stock on the
date on which the Right is exercised. The number of shares of Common Stock which
may be received pursuant to the exercise of a Right may not exceed the number of
shares of Common Stock covered by the related Option, or portion thereof, which
is surrendered. No fractional shares of Common Stock will be issued, but instead
cash will be paid for any such fractional share of Common Stock.
No payment will be required from the holder upon exercise of a Right, except
that the holder shall, upon notification of the amount due and prior to or
concurrently with delivery to the holder of cash or a certificate representing
shares of Common Stock, pay promptly any amount necessary to satisfy applicable
Federal, state or local tax requirements, and the Company shall have the right
to deduct from any payment any taxes required by law to be withheld by the
Company with respect to such payment.
(c) The fair market value of one share of Common Stock for the date on which
a Right is exercised shall be determined as provided in Paragraph 5 for the
determination of such value on the date of grant.
(d) Upon exercise of a Right, the number of shares of Common Stock subject to
exercise under the related Option shall automatically be reduced by the number
of shares of Common Stock represented by the Option, or portion thereof, which
is surrendered. Shares of Common Stock subject to Options, or portions thereof,
which are surrendered in connection with the exercise of Rights shall not be
available for subsequent Option grants under the Stock Incentive Plan.
(e) Whether payments upon exercise of Rights are made in cash, shares of
Common Stock or a combination thereof, the Committee shall have the sole
discretion as to the timing of the payments, including whether payment shall be
made in a lump sum or installments, but payments may not be deferred beyond the
first business day of the twenty-fifth calendar month next following the month
of exercise of a Right. Deferred payments may bear interest at a rate determined
by the Committee, provided that such rate of interest shall not be less than the
lowest rate which avoids imputation of interest at a higher rate under the Code.
The Board of Directors may make such further provisions and adopt such rules and
regulations as it shall deem appropriate, not inconsistent with the Stock
Incentive Plan, related to the timing of the exercise of a Right and the
determination of the form and timing of payment to the holder upon such
exercise.
5
7.
Awards of Restricted Stock.
The Committee may authorize the
issuance or transfer of shares of Restricted Stock to Eligible Individuals
either alone or in addition to other Awards under the Stock Incentive Plan. The
terms and conditions of the vesting of an Award of Restricted Stock shall be set
forth in the Agreement with the recipient thereof. The Committee may condition
the grant of Restricted Stock upon the attainment of specified performance goals
pursuant to Paragraph 12 hereof or such other factors as the Committee may
determine, in its sole discretion. Awards of Restricted Stock shall also be
subject to the following provisions:
(a) The Restricted Stock may be issued at a purchase price less than the fair
market value thereof or for no consideration, as determined by the Committee.
(b) Restricted Stock may be subject to: (i) restrictions on the sale or other
disposition thereof, (ii) rights of repurchase or first refusal, and (iii) such
other restrictions, conditions and terms as the Committee deems appropriate.
(c) Each Award of Restricted Stock will constitute an immediate transfer of
ownership of such shares, entitling the recipient to dividend, voting and other
ownership rights. The holder of Restricted Stock shall not be required to return
any dividends received thereon to the Company in the event of the forfeiture of
such shares.
(d) The Committee shall determine whether shares of Restricted Stock are to
be held in escrow by the Company or by an escrow agent appointed by the
Committee, or if such shares are to be delivered to the recipient of the Award
with an appropriate legend referring to the terms, conditions and restrictions
applicable to the Award, in substantially the following form:
"The sale, transfer, alienation, attachment, assignment, pledge or
  encumbrance of the shares of stock represented hereby are subject to the terms
  and conditions (including forfeiture) of the Jones Apparel Group, Inc. 1999
  Stock Incentive Plan and an Agreement entered into by the registered owner and
  the Company dated __________. Copies of such Plan and Agreement are on file at
  the offices of the Company. Any attempt to dispose of these shares in
  contravention of the applicable restrictions, including by way of sale,
  assignment, transfer, pledge, hypothecation or otherwise, shall be null and
  void and without effect."
If and when all restrictions on such shares have lapsed without a prior
forfeiture of the shares, such legend shall be removed from the certificate
representing the shares.
8.
Nontransferability of Awards.
No Award granted under the Stock
Incentive Plan shall be transferable, other than by will or by the laws of
descent and distribution, except that all or any portion of an Option (other
than Options which are ISOs) may be transferred to or for the benefit of (by
trust) the spouse or lineal descendants of a holder of such Option, subject to
such restrictions on transfer which may be imposed by federal and state
securities laws, and if prior thereto the transferee agrees to be bound by the
terms of the Stock Incentive Plan and the Options, as the case may be
("Permitted Transferee"). Options which are ISOs may be exercised,
during the lifetime of the holder, only by the holder, or by his guardian or
legal representative.
9.
Termination of Relationship to the Company.
(a) In the event that any original grantee of an Option or Right shall cease
to be an Eligible Individual of the Company (or any subsidiary corporation
thereof), except as set forth in Paragraph
6
10, such Award may (subject to the
provisions of the Stock Incentive Plan) be exercised (to the extent that the
original grantee was entitled to exercise such Option or Right at the
termination of his employment or service as a director, officer, consultant,
adviser, agent or independent representative, as the case may be) at any time
within three months after such termination (or for such other period following
termination as the grantee and the Company may have agreed to in writing), but
not more than 10 years (five years in the case of a 10% Holder) after the date
on which such Award was granted or the expiration of the Award, if earlier.
Notwithstanding the foregoing, except as provided in Paragraph 10, if the
position of an original grantee shall be terminated by the Company or any
subsidiary thereof for cause or if the original grantee terminates his
employment or position voluntarily and without the written consent of the
Company or any subsidiary corporation thereof, as the case may be, the Options
or Rights granted to such person, whether held by such person or by a Permitted
Transferee shall, to the extent not theretofore exercised, forthwith terminate
immediately upon such termination. Subject to such exceptions as may be
determined by the Committee, in the event any original Restricted Stock grantee
shall cease to be an Eligible Individual of the Company (or any subsidiary
corporation thereof), except as set forth in Paragraph 10, all shares of
Restricted Stock remaining subject to applicable restrictions shall be forfeited
by the recipient and be immediately transferred to, and reacquired by, the
Company at no cost to the Company.
(b) Other than as provided in Paragraph 10(a), Awards granted under the Stock
Incentive Plan shall not be affected by any change of duties or position so long
as the holder remains an Eligible Individual.
(c) Any Agreement may contain such provisions as the Committee shall approve
with reference to the determination of the date employment terminates or the
date other positions or relationships terminate for purposes of the Stock
Incentive Plan and the effect of leaves of absence, which provisions may vary
from one another.
(d) Nothing in the Stock Incentive Plan or in any Award pursuant to the Stock
Incentive Plan shall confer upon any Eligible Individual or other person any
right to continue in the employ of the Company or any subsidiary corporation
thereof (or the right to be retained by, or have any continued relationship with
the Company or any subsidiary corporation thereof), or affect the right of the
Company or any such subsidiary corporation thereof, as the case may be, to
terminate his employment, retention or relationship at any time. The grant of
any Award pursuant to the Stock Incentive Plan shall be entirely in the
discretion of the Committee, and nothing in the Stock Incentive Plan shall be
construed to confer on any Eligible Individual any right to receive any Award
under the Stock Incentive Plan.
10.
Death, Disability or Retirement.
(a) If a person to whom an Award has been granted under the Stock Incentive
Plan shall (i) die (and the conditions in sub-paragraph (b) below are met) or
(ii) become permanently and totally disabled or enter retirement (as such terms
are defined below) while serving as an Eligible Individual, then the following
provisions shall apply: (A) in the case of an Option or Stock Appreciation
Right, the Award shall become immediately fully exercisable and the period for
exercise provided in Paragraph 9 shall be extended to (i) one year after the
date of death of the original grantee, or (ii) in the case of the permanent and
total disability of the original grantee, to one year after the date of
permanent and total disability of the original grantee, or (iii) three years in
the case of a retirement
7
(as defined below), but, in any case, not more than 10
years (five years in the case of a 10% Holder) after the date such Award was
granted, or the expiration of the Award, if earlier, as shall be prescribed in
the original grantee's Award Agreement, and (B) in the case of Restricted
Stock, the period of restrictions applicable to all unvested shares shall
terminate on the date of termination of employment by reason of retirement,
disability or death. An Award may be exercised as set forth herein in the event
of the original grantee's death, by a Permitted Transferee or the person or
persons to whom the holder's rights under the Award pass by will or applicable
law, or if no such person has the right, by his executors or administrators; or
in the event of the original grantee's permanent and total disability, by the
holder or his guardian.
(b) In the case of death of a person to whom an Award was originally granted,
the provisions of subparagraph (a) apply if such person dies (i) while in the
employ of the Company or a subsidiary corporation thereof or while serving as an
Eligible Individual of the Company or a subsidiary corporation thereof or (ii)
within three months after the termination of such position other than
termination for cause, or voluntarily on the original grantee's part and
without the consent of the Company or a subsidiary corporation thereof, or (iii)
within three years following his retirement.
(c) The term "permanent and total disability" as used above shall
have the meaning set forth in Section 22(e)(3) of the Code.
(d) The term "retirement" as used above shall mean voluntary
termination of employment with the Company or a subsidiary corporation thereof
by the Eligible Individual after attaining age 55 with at least 10 years of
service with the approval of the Company or, if the individual has not attained
age 55 and/or has less than 10 years of service, the Company determines that
circumstances exist that warrant the granting of retirement status.
11.
Adjustments upon Changes in Capitalization.
Notwithstanding any
other provision of the Stock Incentive Plan, in the event of changes in the
outstanding Common Stock of the Company by reason of stock dividends, stock
splits, reverse stock splits, recapitalizations, mergers, consolidations,
combinations or exchanges of shares, spin-offs, reorganizations, liquidations
and the like, the Committee may appropriately adjust the aggregate number and
class of shares of Common Stock as to which Awards may be granted under the
Stock Incentive Plan, the maximum number and class of shares that may be awarded
to any Eligible Individual, the number and class of shares subject to
outstanding Awards, and the Option or Restricted Stock price per share. In the
event of (i) the dissolution or liquidation of the Company, or (ii) the
disposition by the Company of substantially all of the assets or stock of a
subsidiary of which the original grantee is then an employee, officer or
director, consultant, adviser, agent or independent representative or if (iii) a
"change in control" (as hereinafter defined) of the Company has
occurred or is about to occur, then, if the Committee shall so determine: (A)
with respect to Options, each Option under the Stock Incentive Plan, if such
event shall occur with respect to the Company, or each Option granted to an
employee, officer, director, consultant, adviser, agent or independent
representative of a subsidiary respecting which such event shall occur, shall
(x) become immediately and fully exercisable or (y) terminate simultaneously
with the happening of such event, and the Company shall pay the Optionee in lieu
thereof an amount equal to (a) the excess of the fair market value over the
exercise price of one share on the date on which such event occurs, multiplied
by (b) the number of shares subject to the Option, without regard to whether the
Option is then otherwise exercisable, and (B) with respect to Restricted Stock,
any Restricted Stock not forfeited prior to the change in control shall become
immediately and fully
8
vested, and the Committee shall have sole discretion to
waive automatic forfeitures, if any, arising from the change in control.
12.
Performance-Based Awards.
Certain Awards of Restricted Stock
granted under the Stock Incentive Plan may be granted, in the sole discretion of
the Committee, in a manner constituting "qualified performance-based
compensation" within the meaning of Section 162(m) of the Code. Such Awards
(the "Performance-Based Awards") shall be based upon one or more of
the following factors: stock price, earnings per share, net earnings, operating
earnings, return on assets, shareholder return, return on equity, growth in
assets, sales, cash flow, market share, relative performance to a group of
companies comparable to the Company, and strategic business criteria consisting
of one or more objectives based on the Company's meeting specified goals
relating to revenue, market penetration, business expansion, costs or
acquisitions or divestitures. With respect to Performance-Based Awards, (i) the
Committee shall establish in writing the objective performance-based goals
applicable to a given fiscal period no later than 90 days after the commencement
of such fiscal period (but in no event after 25% of such period has elapsed) and
(ii) no Performance-Based Awards shall be payable to any recipient for a given
fiscal period until the Committee certifies in writing that the objective
performance goals (and any other material terms) applicable to such period have
been satisfied.
13.
Effectiveness of the Stock Incentive Plan.
Awards may be granted
under the Stock Incentive Plan, subject to its authorization and adoption by
stockholders of the Company, at any time or from time to time after its adoption
by the Committee, but the amendment and restatement of the Stock Incentive Plan
shall not be effective unless it shall have been authorized and adopted by a
majority of the votes properly cast thereon at a meeting of stockholders of the
Company duly called and held after the date of adoption of the amended and
restated Stock Incentive Plan by the Board of Directors. If so adopted, the
amended and restated Stock Incentive Plan shall become effective as of the date
of its adoption by the Board of Directors. The exercise of Options shall also be
expressly subject to the condition that at the time of exercise a registration
statement under the Securities Act of 1933, as amended (the "Act")
shall be effective, or other provisions satisfactory to the Committee shall have
been made to ensure that such exercise will not result in a violation of such
Act, and such other qualification under any state or Federal law, rule or
regulation as the Company shall determine to be necessary or advisable shall
have been effected. If the shares of Common Stock issuable upon exercise of an
Option or if shares of Restricted Stock are not registered under such Act, and
if the Committee shall deem it advisable, the recipient may be required to
represent and agree in writing (i) that any shares of Common Stock acquired
pursuant to the Stock Incentive Plan will not be sold except pursuant to an
effective registration statement under such Act or an exemption from the
registration provisions of the Act and (ii) that such recipient will be
acquiring such shares of Common Stock for his own account and not with a view to
the distribution thereof and (iii) that the holder accepts such restrictions on
transfer of such shares, including, without limitation, the affixing to any
certificate representing such shares of an appropriate legend restricting
transfer as the Company may reasonably impose.
14.
Termination and Amendment of the Stock Incentive Plan.
The Board
of Directors of the Company may, at any time prior to the termination of the
Stock Incentive Plan, except that no amendment may be made without shareholder
approval if the Board of Directors determines that such approval is necessary to
comply with any tax or regulatory requirement, including any approval
requirement which is a prerequisite for exemptive relief from Section 16 of the
Exchange Act, for
9
which or with which the Board of Directors determines that it
is desirable to qualify or comply. No suspension, termination, modification or
amendment of the Stock Incentive Plan may, without the express written consent
of the Eligible Individual (or his Permitted Transferee) to whom an Award shall
theretofore have been granted, adversely affect the rights of such Eligible
Individual (or his Permitted Transferee) under such Award.
15.
Financing for Investment in Stock of the Company.
The Board of
Directors may cause the Company or any subsidiary to give or arrange for
financing, including direct loans, secured or unsecured, or guaranties of loans
by banks which loans may be secured in whole or in part by assets of the Company
or any subsidiary, to any Eligible Individual under the Stock Incentive Plan who
shall have been so employed or so served for a period of at least six months at
the end of the fiscal year ended immediately prior to arranging such financing;
but the Board of Directors may, in any specific case, authorize financing for an
Eligible Individual who shall not have served for such a period. Such financing
shall be for the purpose of providing funds for the purchase by the Eligible
Individual of shares of Common Stock pursuant to the exercise of an Option or an
Award of Restricted Stock and/or for payment of taxes incurred in connection
with such exercise or Award, and/or for the purpose of otherwise purchasing or
carrying a stock investment in the Company. The maximum amount of liability
incurred by the Company and its subsidiaries in connection with all such
financing outstanding shall be determined from time to time in the discretion of
the Board of Directors. Each loan shall bear interest at a rate not less than
that provided by the Code and other applicable law, rules, and regulations in
order to avoid the imputation of interest at a higher rate. Each recipient of
such financing shall be personally liable for the full amount of all financing
extended to him. Such financing shall be based upon the judgment of the Board of
Directors that such financing may reasonably be expected to benefit the Company,
and that such financing as may be granted shall be consistent with the
Certificate of Incorporation and By-Laws of the Company or such subsidiary, and
applicable laws. If any such financing is authorized by the Board of Directors,
such financing shall be administered by the Board of Directors.
16.
Severability.
In the event that any one or more provisions of the
Stock Incentive Plan or any Agreement, or any action taken pursuant to the Stock
Incentive Plan or such Agreement, should, for any reason, be unenforceable or
invalid in any respect under the laws of the United States, any state of the
United States or any other government, such unenforceability or invalidity shall
not affect any other provision of the Stock Incentive Plan or of such or any
other Agreement, but in such particular jurisdiction and instance the Stock
Incentive Plan and the affected Agreement shall be construed as if such
unenforceable or invalid provision had not been contained therein or if the
action in question had not been taken thereunder.
17.
Applicable Law.
The Stock Incentive Plan shall be governed and
interpreted, construed and applied in accordance with the laws of the State of
Pennsylvania.
18.
Withholding.
A holder shall, upon notification of the amount due
and prior to or concurrently with delivery to such holder of a certificate
representing such shares of Common Stock, pay promptly any amount necessary to
satisfy applicable Federal, state, local or other tax requirements.
19.
Miscellaneous.
(a) The terms "parent," "subsidiary" and "subsidiary
corporation" shall have the meanings set forth in Sections 424(e) and (f)
of the Code, respectively.
10
(b) The term "terminated for cause" shall mean termination by the
Company (or a subsidiary thereof) of the employment of or other relationship
with, the original grantee by reason of the grantee's (i) willful refusal to
perform his obligations to the Company (or a subsidiary thereof), (ii) willful
misconduct, contrary to the interests of the Company (or a subsidiary thereof),
or (iii) commission of a serious criminal act, whether denominated a felony,
misdemeanor or otherwise. In the event of any dispute regarding whether a
termination for cause has occurred, the Board of Directors may by resolution
resolve such dispute, and such resolution shall be final and conclusive on all
parties.
(c) The term "change in control" shall mean an event or series of
events that results in (i) a person, partnership, joint venture, corporation or
other entity, or two or more of any of the foregoing acting as a "person" within the meaning of Sections 13(d)(3) of the Exchange Act,
other than the Company, a majority-owned subsidiary of the Company or an
employee benefit plan of the Company or such subsidiary (or such plan's
related trust), become(s) the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act) of 20% or more of the then outstanding voting
stock of the Company; (ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Company's Board
of Directors (together with any new director whose election by the Company's
Board or whose nomination for election by the Company's shareholders, was
approved by a vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the directors then in office; (iii) all or
substantially all of the business of the Company is disposed of pursuant to a
merger, consolidation or other transaction in which the Company is not the
surviving corporation or the Company combines with another company and is the
surviving corporation (unless the shareholders of the Company immediately
following such merger, consolidation, combination, or other transaction
beneficially own, directly or indirectly, more than 50% of the aggregate voting
stock or other ownership interests of (x) the entity or entities, if any, that
succeed to the business of the Company or (y) the combined company).
11
EXHIBIT 5.1
JONES APPAREL GROUP, INC.
1411 Broadway
New York, New York   10018
August 1, 2001
Board of Directors of
Jones Apparel Group, Inc.
250 Rittenhouse Circle
Bristol, Pennsylvania   19007
Re:
Registration Statement on Form S-8
Ladies and Gentlemen:
I have acted as counsel for Jones Apparel Group, Inc., a Pennsylvania
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement"),
which is being filed on the date hereof by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act").
The Registration Statement covers 5,000,000 shares (the "Shares") of
common stock, $0.01 par value per share, of the Company ("Common
Stock") which may be issued by the Company upon the exercise of options to
be granted pursuant to the Company's 1999 Stock Incentive Plan, as amended
(the "Plan").
In that connection, I have examined originals, or copies certified or otherwise
identified to my satisfaction, of such documents, corporate records and other
instruments as I have deemed necessary or appropriate for the purposes of this
opinion, including the Registration Statement and the Plan.  In such
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the conformity to originals of
all documents submitted to me as certified or reproduced copies of originals.
Based upon such examination, I am of the opinion that the Shares have been duly
authorized for issuance and when issued and paid for in accordance with the
terms and conditions of the Plan, will be validly issued, fully paid and
non-assessable.
I am admitted to practice law in the State of New York, and I express no opinion
as to any matters governed by any law other than the laws of the State of New
York and the federal law of the United States of America.
As of August 1, 2001, I owned no shares of Common Stock but had options to
purchase 193,811 shares of Common Stock.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.  I further consent to the filing of copies of this opinion with
agencies of such states and other jurisdictions as are deemed necessary in the
course of complying with the laws of the states and jurisdictions regarding the
issuance and sale of the Shares in accordance with the Registration
Statement.  In giving such consents, I do not hereby admit that I am in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Ira M. Dansky
Ira M. Dansky
General Counsel
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Jones Apparel Group, Inc.
New York, New York
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement on Form S-8 of our reports
dated February 2, 2001 relating to the consolidated financial statements and
schedule of Jones Apparel Group, Inc. and subsidiaries appearing in Jones
Apparel Group, Inc.'s Annual Report on Form 10-K for the year ended December
31, 2000.
/s/ BDO SEIDMAN, LLP
New York, New York
August 1, 2001