As filed with the Securities and Exchange Commission on May 15, 1996
Registration No. 33-
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 charter)
Pennsylvania 06-0935166
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
250 Rittenhouse Circle
Bristol, Pennsylvania 19007
(215) 785-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
1996 Stock Option Plan
(Full Title of Plan)
Herbert J. Goodfriend, Vice Chairman
Jones Apparel Group, Inc.
250 Rittenhouse Circle
Bristol, Pennsylvania 19007
(215) 785-4000
(name and address, including zip code and telephone number,
including area code of agent for service)
Copies to:
Brian Brodrick, Esq.
Phillips Nizer Benjamin Krim & Ballon LLP
666 Fifth Avenue
New York, New York 10103
(212) 977-9700
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share Offering Price Fee(2)
<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value....................... 2,000,000 $54.0625 $108,125,000 $37,284.48
(1) An indeterminate number of shares of Common Stock are registered
hereunder, which may be issued as provided in the various options, in
the event provisions against dilution become operative. 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 $54.0625 on May 10, 1996 as prescribed by Rule 457(c).
</TABLE>
<PAGE>
PART II
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Jones Apparel Group, Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission"), are hereby incorporated by reference in this Registration
Statement:
1. Annual Report on Form 10-K for the fiscal year ended December 31,
1995.
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1996.
3. The description of the Common Stock contained in the Registrant's
Registration Statement on Form 8-A filed pursuant to Section 12 of the
Exchange Act, and any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the date of the
Registration Statement and prior to the filing of a post-effective amendment,
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
respective dates of filing such documents.
The Registrant will provide without charge to any Plan participant, at the
request of such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents).
Requests should be directed to Wesley R. Card, Chief Financial Officer, Jones
Apparel Group, Inc., 250 Rittenhouse Circle, Bristol, Pennsylvania 19007
(Tel. No. 215-785-4000).
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Names Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by the Pennsylvania Business Corporation Law, Section 8.1 of
the Registrant's By-laws provides that a director of the Registrant shall not
be personally liable for monetary damages for any action taken or failed to be
taken, other than as expressly provided in the Pennsylvania Business Corporation
Law. Furthermore, Section 8.2 of the Registrant's By-laws provides that the
Registrant shall indemnify each officer and director to the full extent
permitted by the Pennsylvania Business Corporation Law, and shall pay and
advance expenses for any matters covered by such indemnification.
Section 1741 of the Pennsylvania Business Corporation Law provides that
the Registrant shall have power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by reason of the
fact that he is or was a representative of the corporation, or is or was
serving at the request of the corporation as a representative of another
domestic or foreign corporation for profit or not-for-profit, partnership,
joint venture, trust or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action or proceeding if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action or proceeding by judgment, order,
- 2 -
<PAGE>
settlement or conviction or upon a plea of nolo contendere or its equivalent
shall not of itself create a presumption that the person did not act in good
faith and in a manner that he reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 1742 of the Pennsylvania Business Corporation Law provides that
the Registrant shall have the power to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a representative of the
corporation or is or was serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees) actually and reasonably incurred
by him in connection with the defense or settlement of the action if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation. Indemnification shall not be made
under this section in respect of any claim, issue or matter as to which the
person has been adjudged to be liable to the corporation unless and only to
the extent that the court of common pleas of the judicial district embracing
the country in which the registered office of the corporation is located or
the court in which the action was brought determined upon application that,
despite the adjudication of liability but in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for
the expenses that the court of common pleas or other court deems proper.
The Registrant also maintains a policy of directors' and officers'
liability insurance.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Nos. Description of Exhibits
5.1* Opinion of Phillips Nizer Benjamin Krim & Ballon LLP
10.1* 1996 Stock Option Plan and Form of Stock Option Agreements
23.1* Consent of BDO Seidman
23.2* Consent of Phillips Nizer Benjamin Krim & Ballon LLP (included in
Exhibit 5.1)*
__________________
*Filed herewith.
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes:
(i) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.
(ii) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
- 3 -
<PAGE>
(iii) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act") may be permitted to directors,
officers or controlling persons of the registrant, pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding is asserted by such
director, officer or controlling person in connection with the securities
being registered hereunder, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the act and will be governed
by the final adjudication of such issue.
- 4 -
<PAGE>
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 the 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 New York, State of New York, on the 15th day of
May 1996.
JONES APPAREL GROUP, INC.
By /s/ Sidney Kimmel
-----------------------
Sidney Kimmel, Chairman
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 dates indicated:
Signature Title Date
/s/ Sidney Kimmel Chairman and Director May 15, 1996
- ------------------------- (Chief Executive Officer)
Sidney Kimmel
/s/ Wesley R. Card Chief Financial Officer May 15, 1996
- ------------------------- (Principal Financial Officer)
Wesley R. Card
/s/ Gary R. Klocek Controller May 15, 1996
- ------------------------- (Principal Accounting Officer)
Gary R. Klocek
/s/ Herbert J. Goodfriend Vice Chairman and Director May 15, 1996
- -------------------------
Herbert J. Goodfriend
/s/ Irwin Samelman Executive Vice President, May 15, 1996
- ------------------------- Marketing and Director
Irwin Samelman
Director May __, 1996
- -------------------------
Geraldine Stutz
Director May __, 1996
- -------------------------
Howard Gittis
- 5 -
Phillips Nizer Benjamin Krim & Ballon LLP
666 Fifth Avenue
New York, New York 10103
Exhibit 5.1
May 15, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Jones Apparel Group, Inc.
Registration Statement on Form S-8
Dear Sirs:
As special counsel to Jones Apparel Group, Inc., a
Pennsylvania corporation (the "Company"), we have been requested to
render this opinion for filing as Exhibit 5.1 to the Company's
registration statement on Form S-8, which is being filed with the
Securities and Exchange Commission (the "Registration Statement").
The Registration Statement covers 2,000,000 shares (the
"Shares") of Common Stock, which may be sold by the Company upon
the exercise of options to be granted pursuant to the Company's
1996 Stock Option Plan (the "Plan") filed as Exhibit 10.1 to the
Registration Statement.
We have examined the Company's Articles of Incorporation,
as amended, the Company's By-Laws, as amended, the Plan, and
related minutes of action taken by the Board of Directors and
Stockholders of the Company and a certificate of the Secretary of
State of Pennsylvania to the effect that the Company is a sub-
sisting corporation. In the foregoing examination, we have assumed
the genuineness of all signatures, the authenticity of all docu-
ments submitted to us as originals and the conformity to originals
of all documents submitted to us as certified or reproduced copies
of originals.
Based upon the foregoing, we are of the opinion that:
1. The Plan and the Shares have been duly authorized by
all requisite corporate action on the part of the Company.
- 6 -
<PAGE>
2. When the Shares are sold in the manner and for the
consideration described in the Plan, the Shares will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
Phillips Nizer Benjamin
Krim & Ballon LLP
- 7 -
Exhibit 10.1
JONES APPAREL GROUP, INC.
1996 STOCK OPTION PLAN
1. Purpose of the 1996 Stock Option Plan.
Jones Apparel Group, Inc. (the "Corporation") desires to
attract and retain the best available talent and to encourage the
highest level of performance. The 1996 Stock Option Plan (the
"Stock Option 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 Corporation
(including officers and directors who are key employees of the
Corporation and also including key employees of any subsidiary of
the Corporation which may include officers or directors of any
subsidiary of the Corporation who are also key employees of said
subsidiary), and those directors and officers, consultants,
advisers, agents or independent representatives of the Corporation
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 Corporation or of any subsidiary, (ii)
assisting the Corporation 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 Corporation's stockholders.
2. Scope and Duration of the Stock Option Plan.
Under the Stock Option 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 Corporation or a subsidiary corporation thereof, may, at the
time of grant, be designated by the Corporation'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. The
aggregate number of shares of Common Stock reserved for grant from
time to time under the Stock Option Plan is 2,000,000 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 Corporation, as
the Board of Directors of the Corporation shall from time to time
determine. Such aggregate numbers shall be subject to adjustment
as provided in Paragraph 12. 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, the
- 8 -
<PAGE>
shares of Common Stock represented by the portion thereof not so
exercised or surrendered shall (unless the Stock Option Plan shall
have been terminated) become available for other options under the
Stock Option Plan. Subject to Paragraph 14, no Option or Right
shall be granted under the Stock Option Plan after April 22, 2006.
The grant of an Option and/or a Right is sometimes referred to
herein as an Award thereof.
3. Administration of the Stock Option Plan.
This Stock Option Plan will be administered by the Board of
Directors of the Corporation (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 Option
Plan. Members of the Stock Option Committee shall meet such
qualifications as the Board of Directors may determine. 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 Option Plan, to direct the grant of Options, to determine the
purchase price of the Common Stock covered by each Option, the
Eligible Individuals to whom, and the time or times at which,
Options 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 Option; to designate Options as ISOs; to direct the
grant of Rights in connection with any Option; to interpret the
Stock Option Plan; to determine the time or times at which Options
may be exercised; to prescribe, amend and rescind rules and
regulations relating to the Stock Option Plan, including, without
limitation, such rules and regulations as it shall deem advisable,
so that transactions involving Options 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; to
determine the terms and provisions of and to cause the Corporation
to enter into agreements with Eligible Individuals in connection
with Options (Awards) granted under the Stock Option 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 Option 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 Option
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
- 9 -
<PAGE>
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 Option Plan shall be final and binding upon the
Corporation and each person holding any Option granted under this
Stock Option Plan.
4. Eligibility: Factors to be Considered in Granting Options
and Designating ISOs (Awards).
(a) Options may be granted only to (i) key employees
(including officers and directors who are employees) of the
Corporation 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 Corporation 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 Corporation or a subsidiary
thereof. In determining the persons to whom Options (Awards) shall
be granted and the number of shares of 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 Corporation'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, an Eligible Individual may receive
Options (Awards) on more than one occasion under the Stock Option
Plan. No person shall be eligible for an Option grant if he shall
have filed with the Secretary of the Corporation an instrument
waiving such eligibility; provided that any such waiver may be
revoked by filing with the Secretary of the Corporation an
instrument of evocation, 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 Corporation 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 400,000 shares of Common Stock
pursuant to this Stock Option Plan.
5. Option Price.
(a) The purchase price per share of the Common Stock covered
by each Option shall be established by the Committee, but in no
- 10 -
<PAGE>
event shall it be less than the fair market value of a share of the
Common Stock on the date the Option is granted with respect to an
ISO. Options which are not designated as ISOs may be issued with
such purchase price per share as the Committee shall determine,
which purchase price may be less than the fair market value of a
share of the common stock on the date the Option is granted. 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.
(b) 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.
6. 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 in
Paragraphs 10 and 11. An ISO granted to a 10% Holder shall not be
exercisable more than 5 years from the date of grant.
7. Exercise of Options.
(a) Subject to the provisions of the Stock Option Plan, an
Option granted to an employee under the Stock Option 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, except that in no event shall any such Option be
exercisable earlier than six months or later than 10 years after
its grant.
(b) An Option may be exercised as to any or all full shares
of Common Stock as to which the Option is then exercisable.
- 11 -
<PAGE>
(c) 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 Corporation of
securities of the Corporation 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.
(d) Except as provided in Paragraphs 10 and 11, no Option may
be exercised unless the original grantee thereof is then an
Eligible Individual.
(e) 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.
(f) Notwithstanding any other provision of this Stock Option
Plan, the Corporation 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 Corporation's Common Stock
may then be listed.
8. Award 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 Cor-
poration 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 Option 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 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
- 12 -
<PAGE>
of the Stock Option 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 Corporation;
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 Corporation shall have the right
to deduct from any payment any taxes required by law to be withheld
by the Corporation 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 automa-
tically be reduced by the number of shares of Common Stock repre-
sented 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
Option 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
- 13 -
<PAGE>
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 Option 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.
9. Non-transferability of Options.
No Options or Rights granted under the Stock Option Plan shall
be transferable other than by will or by the laws of descent and
distribution ("Permitted Transferee"). With respect to ISOs,
Options may be exercised, during the lifetime of the holder, only
by the holder, or by his guardian or legal representative.
10. Termination of Relationship to the Corporation.
(a) In the event that any original grantee shall cease to be
an Eligible Individual of the Corporation (or any subsidiary
thereof), except as set forth in Paragraph 11, such Option may
(subject to the provisions of the Stock Option Plan) be exercised
(to the extent that the original grantee was entitled to exercise
such Option 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, but not more than 10 years (five years in
the case of a 10% Holder) after the date on which such Option was
granted or the expiration of the Option, if earlier.
Notwithstanding the foregoing, if the position of an original
grantee shall be terminated by the Corporation or any subsidiary
thereof for cause or if the original grantee terminates his
employment or position voluntarily and without the written consent
of the Corporation or any subsidiary corporation thereof, as the
case may be (which consent shall be presumed in the case of normal
retirement), the Options 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. The holder of any ISO may not exercise such Option
unless at all times during the period beginning with the date of
grant of the ISO and ending on the three months before the date of
exercise he is an employee of the Corporation granting such Option,
a subsidiary thereof, or a corporation or a subsidiary corporation
issuing or assuming a stock option in a transaction to which
Section 424(a) of the Code applies.
- 14 -
<PAGE>
(b) Other than as provided in Paragraph 10(a), Options
granted under the Stock Option Plan shall not be affected by any
change of duties or position so long as the holder remains an
Eligible Individual.
(c) Any Option 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 Option Plan and
the effect of leaves of absence, which provisions may vary from one
another.
(d) Nothing in the Stock Option Plan or in any Option granted
pursuant to the Stock Option Plan shall confer upon any Eligible
Individual or other person any right to continue in the employ of
the Corporation or any subsidiary corporation (or the right to be
retained by, or have any continued relationship with the
Corporation or any subsidiary corporation thereof), or affect the
right of the Corporation or any such subsidiary corporation, as the
case may be, to terminate his employment, retention or relationship
at any time. The grant of any option pursuant to the Stock Option
Plan shall be entirely in the discretion of the Committee and
nothing in the Stock Option Plan shall be construed to confer on
any Eligible Individual any right to receive any Option under the
Stock Option Plan.
11. Death or Disability of Holder.
(a) If a person to whom an Option has been granted under the
Stock Option Plan shall die (and the conditions in sub-paragraph
(b) below are met) or become permanently and totally disabled (as
such term is defined below) while serving as an Eligible Individual
and if the Option was otherwise exercisable immediately prior to
the happening of such event, then the period for exercise provided
in Paragraph 10 shall be extended to one year after the date of
death of the original grantee, or 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,
but, in either case, not more than 10 years (five years in the case
of a 10% Holder) after the date such Option was granted, or the
expiration of the Option, if earlier, as shall be prescribed in the
original grantee's Option Agreement. An Option 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 Option 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 Option was
originally granted, the provisions of subparagraph (a) apply if
such person dies (i) while in the employ of the Corporation or a
- 15 -
<PAGE>
subsidiary corporation thereof or while serving as an Eligible
Individual of the Corporation 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 Corporation or a
subsidiary corporation thereof, which consent shall be presumed in
the case of normal 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.
12. Adjustments upon Changes in Capitalization.
Notwithstanding any other provision of the Stock Option Plan,
each Agreement may contain such provisions as the Committee shall
determine to be appropriate for the adjustment of the number and
class of shares of Common Stock covered by such Option, the Option
prices and the number of shares of Common Stock as to which Options
shall be exercisable at any time, in the event of changes in the
outstanding Common Stock of the Corporation by reason of stock
dividends, split-ups, split-downs, reverse splits,
recapitalizations, mergers, consolidations, combinations or
exchanges of shares, spin-offs, reorganizations, liquidations and
the like. In the event of any such change in the outstanding
Common Stock of the Corporation, the aggregate number of shares of
Common Stock as to which Options may be granted under the Stock
Option Plan to any Eligible Individual shall be appropriately
adjusted by the Committee whose determination shall be conclusive.
In the event of (i) the dissolution, liquidation, merger or
consolidation of the Corporation or a sale of all or substantially
all of the assets of the Corporation, or (ii) the disposition by
the Corporation 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 (iii) a change in control (as hereinafter
defined) of the Corporation has occurred or is about to occur,
then, if the Committee shall so determine, each Option under the
Stock Option Plan, if such event shall occur with respect to the
Corporation, 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
Corporation 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.
- 16 -
<PAGE>
13. Effectiveness of the Stock Option Plan.
Options may be granted under the Stock Option Plan, subject to
its authorization and adoption by stockholders of the Corporation,
at any time or from time to time after its adoption by the
Committee, but no Option shall be exercised under the Stock Option
Plan until the Stock Option Plan shall have been authorized and
adopted by a majority of the votes properly cast thereon at a
meeting of stockholders of the Corporation duly called and held
within 12 months from the date of adoption of the Stock Option Plan
by the Board of Directors. If so adopted, the Stock Option Plan
shall become effective as of the date of its adoption by the Board
of Directors. The exercise of the 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 Corporation shall determine to be necessary or advisable shall
have been effected. If the shares of Common Stock issuable upon
exercise of an Option are not registered under such Act, and if the
Committee shall deem it advisable, the Optionee may be required to
represent and agree in writing (i) that any shares of Common Stock
acquired pursuant to the Stock Option 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 Optionee 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 Corporation may reasonably impose.
14. Termination and Amendment of the Stock Option Plan.
The Board of Directors of the Corporation may, at any time
prior to the termination of the Stock Option Plan, suspend,
terminate, modify or amend the Stock Option Plan; provided that any
increase in the aggregate number of shares of Common Stock reserved
for issue upon the exercise of Options, any amendment which would
materially increase the benefits accruing to participants under the
Stock Option Plan, or any material modification in the requirements
as to eligibility for participation in the Stock Option Plan, shall
be subject to the approval of stockholders in the manner provided
in Paragraph 13, except that any such increase, amendment or change
that may result from adjustments authorized by Paragraph 12 or
adjustments based on revisions to the Code or regulations
promulgated thereunder (to the extent permitted by such
authorities) shall not require such approval. No suspension,
termination, modification or amendment of the Stock Option Plan
may, without the express written consent of the Eligible Individual
- 17 -
<PAGE>
(or his Permitted Transferee) to whom an Option shall theretofore
have been granted, adversely affect the rights of such Eligible
Individual (or his Permitted Transferee) under such Option.
15. Financing for Investment in Stock of the Corporation.
The Board of Directors may cause the Corporation 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
Corporation or any subsidiary, to any Eligible Individual under the
Stock Option 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 and/or for payment of taxes
incurred in connection with such exercise, and/or for the purpose
of otherwise purchasing or carrying a stock investment in the
Corporation. The maximum amount of liability incurred by the
Corporation 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 be
reasonably be expected to benefit the Corporation, and that such
financing as may be granted shall be consistent with the
Certificate of Incorporation and By-Laws of the Corporation 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
Option Plan or any Agreement, or any action taken pursuant to the
Stock Option Plan or such Agreement, should, for any reason, be
unenforceable or invalid in any respect under the laws of the
United States, any state or the United States or any other
government, such unenforceability or invalidity shall not affect
any other provision of the Stock Option Plan or of such or any
other Agreement, but in such particular jurisdiction and instance
the Stock Option Plan and the affected Agreement shall be construed
as if such unenforceable or invalid provision had not been
- 18 -
<PAGE>
contained therein or if the action in question had not been taken
thereunder.
17. Applicable Law.
The Stock Option 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.
1. The terms "parent," "subsidiary" and "subsidiary
corporation" shall have the meanings set forth in Sections 424(e)
and (f) of the Code, respectively.
2. The term "terminated for cause" shall mean termination by
the Corporation (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
Corporation (or a subsidiary thereof), (ii) willful misconduct,
contrary to the interests of the Corporation (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.
3. The term "change in control" shall mean an event or
series of events that would be required to be described as a change
in control of the Corporation in a proxy or information statement
distributed by the Corporation pursuant to Section 14 of the
Securities Exchange Act of 1934 in response to Item 6(e) of
Schedule 14A promulgated thereunder, or any substitute provision
which may hereafter be promulgated thereunder or otherwise adopted.
The determination of whether and when a change in control has
occurred or is about to occur shall be made by the Board of
Directors in office immediately prior to the occurrence of the
event or series of events constituting such change in control.
- 19 -
<PAGE>
JONES APPAREL GROUP, INC.
STOCK OPTION AGREEMENT
(NON-QUALIFIED STOCK OPTION)
THIS AGREEMENT, made as of this ___ day of _______ 1996
by JONES APPAREL GROUP, INC., a Pennsylvania Corporation (herein-
after called the "Company"), with ____________________________
_________ (hereinafter call the "Holder"):
The Company has adopted a 1996 Stock Option Plan (the
"Plan"). Said Plan, as it may hereafter be amended and continued,
is incorporated herein by reference and made part of this
Agreement.
The Committee, which is charged with the administration
of the Plan pursuant to Section 3 thereof, has determined that it
would be to the advantage and interest of the Company to grant the
option provided for herein to the Holder as an inducement to remain
in the service of the Company or one of its subsidiaries, and as an
incentive for increased efforts during such service.
NOW, THEREFORE, pursuant to the Plan, the Company with
the approval of the Committee hereby grants to the Holder as of the
date hereof an option to purchase all or any part of _______ shares
of Common Stock of the Company, par value $[ ] per share, at a
price per share of $_________, which price is not less than the
fair market value of a share of Common Stock on the date hereof
(the "Option"), and upon the following terms and conditions:
1. The Option shall continue in force through _______ ___, ____
(the "Expiration Date"), unless sooner terminated as provided herein and
in the Plan. Subject to the provisions of the Plan, the Option shall
become exercisable as to [20%] of the number of shares originally covered
thereby upon the first anniversary of the date of grant of the Option, and
as to [20%] of the number of shares originally covered thereby upon the
second, [third and fourth] anniversaries of the date of grant of the Option,
and on the [fifth] anniversary, the Option shall become fully exercisable.
Such installments shall be cumulative, subject to the following:
a. Except as provided hereinbelow, the Option may not be
exercised unless the Holder is then an employee (including directors and
officers who are employees), director, consultant, advisor, agent or
independent representative of the Company or any subsidiary of the Company
or any combination thereof and unless the Holder has remained in the
continuous employ or service thereof from the date of grant.
- 20 -
<PAGE>
2. In the event that the employment or service of the Holder shall
be terminated prior to the Expiration Date (otherwise than by reason of
death or disability), the Option may, subject to the provisions of the
Plan, be exercised (to the extent that the Holder was entitled to do so
at the termination of this employment or service) at any time within three
months after such termination, but not after the Expiration Date, provided,
however, that if such termination shall have been for cause or voluntarily
by the Holder and without the consent of the Company or any subsidiary
corporation thereof, as the case may be (which consent shall be presumed
in the case of normal retirement), the Option and all rights of the
Holder hereunder, to the extent not theretofore exercised, shall forthwith
terminate immediately upon such termination. Nothing in this Agreement
shall confer upon the Holder any right to continue in the employ or service
of the Company or any subsidiary of the Company or affect the right of the
Company or any subsidiary to terminate his employment or service at any time.
3. If the Holder shall (a) die while he is employed by or serving the
Company or a corporation which is a subsidiary thereof or within three
months after the termination of such position (other than termination for
cause, or voluntarily on his part and without the consent of the Company
or subsidiary corporation thereof, as the case may be, which consent shall
be presumed in the case of normal retirement), or (b) become permanently and
totally disabled within the meaning of Section 22 (e) (3) of Code while
employed by or serving any such company, and if the Option was otherwise
exercisable, immediately prior to the occurrence of such event, then such
Option may be exercised as set forth herein by the Holder or by the person
or persons to whom the Holder's rights under the Option pass by will or
applicable law, or if no such person has such right, by his executors or
administrators, at any time within one year after the date of death of the
original Holder, or one year after the date of permanent or total disability,
but in either case, not later than the Expiration Date.
4. a. The Holder may exercise the Option with respect to all or any
part of the shares then purchasable hereunder by giving the Company written
notice in the form annexed, as provided in paragraph 8 hereof, of such
exercise. Such notice shall specify the number of shares as to which the
Option is being exercised and shall be accompanied by payment in full in
cash of an amount equal to the exercise price of such shares multiplied by
the number of shares as to which the Option is being exercised; provided
that, if permitted by the Board, the purchase price may be paid, in whole or
in part, by surrender or delivery to the Company of securities of the Company
having a fair market value on the date of the exercise equal to the portion
of the purchase price being so paid. In such event fair market value should
be determined pursuant to paragraph 5 of the Plan.
- 21 -
<PAGE>
b. Prior to or concurrently with delivery by the Company to the
Holder of a certificate(s) representing such shares, the Holder shall, upon
notification of the amount due, pay promptly any amount necessary to satisfy
applicable federal, state or local tax requirements. In the event such amount
is not paid promptly, the Company shall have the right to apply from the
purchase price paid any taxes required by law to be withheld by the Company
with respect to such payment and the number of shares to be issued by the
Company will be reduced accordingly.
5. Notwithstanding any other provision of the Plan, in the event of a
change in the outstanding Common Stock of the Company by reason of a stock
dividend, split-up, split-down, reverse split, recapitalization, merger,
consolidation, combination or exchange of shares, spin-off, reorganization,
liquidation or the like, then the aggregate number of shares and price per
share subject to the Option shall be appropriately adjusted by the Board,
whose determination shall be conclusive.
6. No options granted hereunder shall be transferable other than by
will or by the laws of descent and distribution. Options may be exercised,
during the lifetime of the Holder, only by the Holder, or by his guardian or
legal representative. In the event of any attempt by the Holder to transfer,
assign, pledge, hypothecate or otherwise dispose of this Option or of any
right hereunder, except as provided for herein, or in the event of the levy
or any attachment, execution or similar process upon the rights or interest
hereby conferred, the Company may terminate this Option by notice to the
Holder and it shall thereupon become null and void.
7. Neither the Holder nor in the event of his death, any person entitled
to exercise his rights, shall have any of the rights of a stockholder with
respect to the shares subject to the Option until share certificates have been
issued and registered in the name of the Holder or his estate, as the case
may be.
8. Any notice to the Company provided for in this Agreement shall be
addressed to the Company in care of its Chief Financial Officer, 250
Rittenhouse Circle, Bristol, Pennsylvania 19007 and any notice to the
Holder shall be addressed to him at his address now on file with the Company,
or to such other address as either may last have designated to the other by
notice as provided herein. Any notice so addressed shall be deemed to be
given on the second business day after mailing, by registered or certified
mail, at a post office or branch post office within the United States.
9. In the event that any question or controversy shall arise
with respect to the nature, scope or extent of any one or more rights
conferred by this Option, the determination by the
- 22 -
<PAGE>
Committee (as constituted at the time of such determination) of the rights
of the Holder shall be conclusive, final and binding upon the Holder and
upon any other person who shall assert any right pursuant to this Option.
JONES APPAREL GROUP, INC.
By:______________________________
Name:_________________________
Title:________________________
ACCEPTED AND AGREED
________________________
Holder
- 23 -
<PAGE>
FORM OF NOTICE OF EXERCISE
TO: JONES APPAREL GROUP, INC.
250 Rittenhouse Circle
Bristol, Pennsylvania 19007
The undersigned hereby exercises his/her option to
purchase _____ shares of Common Stock of Jones Apparel Group, Inc.
(the "Company"), as provided in the Stock Option Agreement dated as
of _______, 199_ at $ _______ per share, a total of $
_____________, and makes payment therefor as follows:
(a) To the extent of $_______ of the purchase price, the
undersigned hereby surrenders to the Company certificates for
shares of its Common Stock, which, valued at $__________________
per share, the fair market value thereof, equals such portion of
the purchase price.
(b) To the extent of the balance of the purchase price,
the undersigned has enclosed a certificate or bank check payable to
the order of the Company for $________________.
A stock certificate or certificate for the shares should
be delivered in person or mailed to the undersigned at the address
shown below.
The undersigned hereby represents and warrants that it is
his (her) present intention to acquire and hold the aforesaid
shares of Common Stock of the Company for his (her) own account for
investment, and not with a view to the distribution of any thereof,
and agrees that he (she) will make no sale, thereof, except in
compliance with the applicable provisions of the Securities Act of
1933, as amended.
Signature: ________________________
Address: ________________________
________________________
Dated:________
- 24 -
<PAGE>
JONES APPAREL GROUP, INC.
STOCK OPTION AGREEMENT
(INCENTIVE STOCK OPTION)
THIS AGREEMENT, made as of this ___ day of _______ 1996
by JONES APPAREL GROUP, INC., a Pennsylvania corporation (herein-
after called the "Company"), with _____________________________
________ (hereinafter call the "Holder"):
The Company has adopted a 1996 Stock Option Plan (the
"Plan"). Said Plan, as it may hereafter be amended and continued,
is incorporated herein by reference and made part of this
Agreement.
The Committee, which is charged, with the administra-
tion of the Plan pursuant to Section 3 thereof, has determined
that it would be to the advantage and interest of the Company to
grant the option provided for herein to the Holder as an
inducement to remain in the service of the Company or one of its
subsidiaries, and as an incentive for increased efforts during
such service.
NOW, THEREFORE, pursuant to the Plan, the Company with
the approval of the Committee hereby grants to the Holder as of
the date hereof an option (the "Option") to purchase all or any
part of _________ shares of Common Stock of the Company, par
value $[ ] per share, at a price per share of $_________, which
price is not less than the fair market value of a share of Common
Stock on the date hereof (or 110% of the fair market value of a
share of Common Stock if the Holder is a 10% Holder (as defined
in the Plan)), and upon the following terms and conditions:
1. The Option shall continue in force through _______
___, ____ (the "Expiration Date"), unless sooner terminated as
provided herein and in the Plan. Subject to the provisions of
the Plan, the Option shall become exercisable as to [20%] of the
number of shares originally covered thereby upon the first
anniversary of the date of grant of the Option, and as to [20%]
of the number of shares originally covered thereby upon the
second, [third and fourth] anniversaries of the date of grant of
the Option, and on the [fifth] anniversary, the Option shall
become fully exercisable. Such installments shall be cumulative,
subject to the following:
a. Except as provided hereinbelow, the Option may
not be exercised unless the Holder is then an employee (including
directors and officers who are employees), director, consultant,
advisor, agent or independent representative of the Company or
any subsidiary of the Company or any combination
- 25 -
<PAGE>
thereof and unless the Holder has remained in the continuous employ
or service thereof from the date of grant.
b. This Option is designated as an incentive stock option
("ISO") pursuant to the Internal Revenue Code of 1986, as amended (the
"Code") and the regulations promulgated thereunder.
2. In the event that the employment or service of the
Holder shall be terminated prior to the Expiration Date
(otherwise than by reason of death or disability), the Option
may, subject to the provisions of the Plan, be exercised (to the
extent that the Holder was entitled to do so at the termination
of this employment or service) at any time within three months
after such termination, but not after the Expiration Date,
provided, however, that if such termination shall have been for
cause or voluntarily by the Holder and without the consent of the
Company or any subsidiary corporation thereof, as the case may be
(which consent shall be presumed in the case of normal retire-
ment), the Option and all rights of the Holder hereunder, to the
extent not theretofore exercised, shall forthwith terminate
immediately upon such termination. Nothing in this Agreement
shall confer upon the Holder any right to continue in the employ
or service of the Company or any subsidiary of the Company or
affect the right of the Company or any subsidiary to terminate
his employment or service at any time.
3. If the Holder shall (a) die while he is employed
by or serving the Company or a corporation which is a subsidiary
thereof or within three months after the termination of such
position (other than termination for cause, or voluntarily on his
part and without the consent of the Company or subsidiary
corporation thereof, as the case may be, which consent shall be
presumed in the case of normal retirement), or (b) become
permanently and totally disabled within the meaning of Section 22
(e) (3) of the Code, while employed by or serving any such
company, and if the Option was otherwise exercisable, immediately
prior to the occurrence of such event, then such Option may be
exercised as set forth herein by the Holder or by the person or
persons to whom the Holder's rights under the Option pass by will
or applicable law, or if no such person has such right, by his
executors or administrators, at any time within one year after
the date of death of the original Holder, or one year after the
date of permanent or total disability, but in either case, not
later than the Expiration Date.
4. a. The Holder may exercise the Option with
respect to all or any part of the shares then purchasable
hereunder by giving the Company written notice in the form
annexed, as provided in paragraph 8 hereof, of such exercise.
Such notice shall specify the number of shares as to which the
Option is being exercised and shall be accompanied by payment in
- 26 -
<PAGE>
full in cash of an amount equal to the exercise price of such
shares multiplied by the number of shares as to which the Option
is being exercised; provided that, if permitted by the Board, the
purchase price may be paid, in whole or in part, by surrender or
delivery to the Company of securities of the Company having a
fair market value on the date of the exercise equal to the
portion of the purchase price being so paid. In such event fair
market value should be determined pursuant to paragraph 5 of the
Plan.
b. Prior to or concurrently with delivery by the Company to
the Holder of a certificate(s) representing such shares, the Holder shall,
upon notification of the amount due, pay promptly any amount necessary to
satisfy applicable federal, state or local tax requirements. In the event
such amount is not paid promptly, the Company shall have the right to apply
from the purchase price paid any taxes required by law to be withheld
by the Company with respect to such payment and the number of shares to be
issued by the Company will be reduced accordingly.
5. Notwithstanding any other provision of the Plan,
in the event of a change in the outstanding Common Stock of the
Company by reason of a stock dividend, split-up, split-down,
reverse split, recapitalization, merger, consolidation,
combination or exchange of shares, spin-off, reorganization,
liquidation or the like, then the aggregate number of shares and
price per share subject to the Option shall be appropriately
adjusted by the Board, whose determination shall be conclusive.
6. This Option shall, during the Holder's lifetime,
be exercisable only by him, and neither this Option nor any right
hereunder shall be transferable by him, by operation of law or
otherwise, except by will or by the laws of descent and
distribution. In the event of any attempt by the Holder to
transfer, assign, pledge, hypothecate or otherwise dispose of
this Option or of any right hereunder, except as provided for
herein, or in the event of the levy or any attachment, execution
or similar process upon the rights or interest hereby conferred,
the Company may terminate this Option by notice to the Holder and
it shall thereupon become null and void.
7. Neither the Holder nor in the event of his death,
any person entitled to exercise his rights, shall have any of the
rights of a stockholder with respect to the shares subject to the
Option until share certificates have been issued and registered
in the name of the Holder or his estate, as the case may be.
8. Any notice to the Company provided for in this
Agreement shall be addressed to the Company in care of its Chief
Financial Officer, 250 Rittenhouse Circle, Bristol, Pennsylvania
19007 and any notice to the Holder shall be addressed to him at
his address now on file with the Company, or to such other
- 27 -
<PAGE>
address as either may last have designated to the other by notice
as provided herein. Any notice so addressed shall be deemed to be
given on the second business day after mailing, by registered or
certified mail, at a post office or branch post office within the
United States.
9. In the event that any question or controversy
shall arise with respect to the nature, scope or extent of any
one or more rights conferred by this Option, the determination by
the Committee (as constituted at the time of such determination)
of the rights of the Holder shall be conclusive, final and bind-
ing upon the Holder and upon any other person who shall assert
any right pursuant to this Option.
JONES APPAREL GROUP, INC.
By:___________________________
Name:______________________
Title:_____________________
ACCEPTED AND AGREED
________________________
Holder
- 28 -
<PAGE>
FORM OF NOTICE OF EXERCISE
TO: JONES APPAREL GROUP, INC.
250 Rittenhouse Circle
Bristol, PA 19007
The undersigned hereby exercises his/her option to
purchase _____ shares of Common Stock of Jones Apparel Group,
Inc. (the "Company"), as provided in the Stock Option Agreement
dated as of _______, 199_ at $ _______ per share, a total of
$_____________, and makes payment therefor as follows:
(a) To the extent of $_______ of the purchase price,
the undersigned hereby surrenders to the Company certificates for
shares of its Common Stock, which, valued at $__________________
per share, the fair market value thereof, equals such portion of
the purchase price.
(b) To the extent of the balance of the purchase
price, the undersigned has enclosed a certificate or bank check
payable to the order of the Company for $________________.
A stock certificate or certificate for the shares
should be delivered in person or mailed to the undersigned at the
address shown below.
The undersigned hereby represents and warrants that it
is his (her) present intention to acquire and hold the aforesaid
shares of Common Stock of the Company for his (her) own account
for investment, and not with a view to the distribution of any
thereof, and agrees that he (she) will make no sale, thereof,
except in compliance with the applicable provisions of the
Securities Act of 1933, as amended.
Signature: ________________________
Address: ________________________
________________________
Dated:________
- 29 -
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement our reports dated
February 9, 1996 relating to the consolidated financial statements and
schedules of Jones Apparel Group, Inc. and subsidiaries appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995.
BDO SEIDMAN, LLP
New York, New York
May 15, 1996
- 30 -
