Jones (JNY) 10-Q 2008 Q1 Quarterly report

EXHIBIT 10.1

JONES APPAREL GROUP, INC.

SCHEDULE OF NON-MANAGEMENT DIRECTORS' ANNUAL COMPENSATION

Effective as of April 1, 2008

RETAINER(1)(2)	AMOUNT
Service as a Director

$ 50,000

Service as Presiding Director

$ 25,000

Service as Audit Committee Chair

$ 20,000

Service as Compensation Committee Chair

$ 10,000

Service as Nominating / Corporate Governance Committee Chair

$ 10,000

FEES

Attendance at Board of Directors Meeting

$ 2,000 per meeting

Attendance at Committee Meeting

$ 2,000 per meeting

RESTRICTED STOCK⁽³⁾

AMOUNT

Annual Grant

Number of shares equal in value to $100,000

 _______________

(1) Retainers are paid in January of each year, in advance for the calendar year. Meeting fees are paid quarterly in arrears.

(2) In the event that a non-management director joins the Board of Directors of Jones Apparel Group, Inc. at a time other than an Annual Meeting of Stockholders or commences service on an additional Board Committee, the director is entitled to receive, promptly after joining the Board of Directors or such committee, a pro-rated retainer in advance for services for the remainder of the applicable calendar year.

(3) Each non-management director receives an annual grant of the number of shares of restricted common stock of Jones Apparel Group, Inc. equal in value to $100,000, as described above, in January of each year, with new non-management directors receiving, upon commencement of service, an initial grant of the number of shares of restricted common stock equal in value to $150,000. The restricted stock awards have a value based on the fair market values of Jones common stock on the effective date of the grant and vest in equal installments over three years.