JNY Jones Grp.

Elements		Description		2013 Executive Compensation
Employee benefits	•	Named executive officers participate in the same benefit plans available to all full-time, salaried employees.	•	No changes in 2013.
	•	Supplemental retirement benefits are provided to Messrs. Card and Dansky.
Perquisites	•	Includes car allowances or car services for named executive officers and a housing allowance and related tax gross-up for Mr. Card.	•	Mr. Card's housing allowance was a negotiated condition to his retention that went into effect in 2002.

Annual Cash Incentives Earned for 2013 Performance .  In the first quarter of 2014, the Committee assessed our actual performance relative to the goals established for 2013, as shown in the following table.  Based on the corporate results, Messrs. Card and Dickson earned bonuses of 69.8% of target.  Based on corporate results and individual performance against qualitative goals, the remaining named executive officers earned bonuses of 69.3% of target.  These awards are shown as Non-Equity Incentive Plan Compensation in the 2013 Summary Compensation Table.

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(1)      Interpolation applies for intermediate points.

(2)

The table shows bonus achievement for Mr. Card and Mr. Dickson, and reflects that their bonuses depended entirely on corporate financial results, with no individual performance component.  Potential bonus achievement for other participants, including Messrs. McClain, Dansky and Cade, was slightly different, because 75% of their bonuses depended on corporate

 

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financial results for operating income and operating cash flow and the payout dependent on individual performance was adjusted down to 17.33% based upon the achievement of the corporate performance factors in 2013.

 

In the table above, 2013 Adjusted Results were defined to exclude the impact of unusual, unplanned, non-recurring or extraordinary items, including costs related to restructuring and severance, unbudgeted stock compensation expense, expenses related to acquisitions, asset impairments, and other unbudgeted items.  Since the 2013 Adjusted Results are not determined under generally accepted accounting principles, the amounts differ from the amounts reported in our financial statements.

Our budgeted financial goals are established in the fourth quarter of each year and reflect the year-to-date performance of our businesses, then-current trends in the markets in which we do business, and expectations for both those markets and the macroeconomic environments in the principal geographical areas in which our products are sold.  Our 2013 budgeted goal for operating income of $209.8 million represented a 1.4 % increase from our 2012 adjusted operating income of $206.9 million.  Our 2013 budgeted goal for EPS of $1.22 represented a 2.5% increase from our 2012 adjusted EPS of $1.19.

Budgeted operating cash flow goals reflect the budgeted revenue and operating income goals and the levels of working capital that we anticipate will be required to support those goals.  Our 2013 budgeted goal for operating cash flow of $149.8 million was considerably lower than our 2012 adjusted operating cash flow of $256.9 million, primarily because of higher levels of working capital and cash interest expense that we anticipated would be required to support higher budgeted 2013 revenues.

Equity awards are granted under our 2009 Long Term Incentive Plan (the "LTIP").  Since 2003, most of the long-term incentive awards made to the named executive officers have been performance-contingent restricted stock awards.  We have also granted awards of time-based restricted stock on a limited basis.  No stock options have been granted under the LTIP since 2005.

2013 Performance-Contingent Restricted Stock Awards

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1	These companies are included in the subset of comparably-sized companies used by the Committee in 2013 to assess the total compensation of our named executive officers, as described under "Market Data Used to Assess Compensation."

 

Note: Interpolation applies for intermediate points.

In March 2014 , the Compensation Committee evaluated CAP's independence in light of SEC rules and NYSE listing standards, including the following factors: (1) other services provided to us by the consulting firm; (2) fees paid by us as a percentage of the consulting firm's total revenue; (3) policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and any member of the Board of Directors; (5) any Jones stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between our executive officers and the

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consulting firm or the individual consultants involved in the engagement.  The Compensation Committee discussed these factors and concluded that the work of CAP did not raise any conflict of interest.

Employee Benefits

Nonqualified Deferred Compensation Plan .   For 2013, managers earning a base salary of   $115,000   or more, including the named executive officers, and non-management employees earning compensation of $255,000   or more, were eligible to participate in our Deferred Compensation Plan.  The plan allows them to defer, on a pre-tax basis, with limited cost to us, the receipt of up to 90%   of both salary and annual bonus into a savings account.  We adopted the plan because it allows executives to save for retirement or other needs on a tax-advantaged basis and because similar benefits are offered by competitors.  A summary of the terms of the plan is included under the caption "Employment and Compensation Arrangements -- Other Compensation Arrangements."  None of the named executive officers participated in the plan in 2013.

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Housing Allowance and Tax Gross-Up Payments: We rent an apartment in New York City for Mr. Card's use because his primary residence is not within commuting distance from our New York headquarters.  We pay a tax gross-up to cover the taxable income attributable to Mr. Card's apartment.  This allows him to actually receive the full benefit that we intended to deliver.  The allowance and tax gross-up were negotiated conditions to his retention that went into effect in 2002.

•	Cars and Allowances: We provided car services to Mr. Card in New York City.  All of the remaining named executive officers had a car allowance as a stipend that supplements salary, as set forth in footnote 4 to the 2013 Summary Compensation Table.

Each of the named executive officers has an employment agreement with us.  The agreements define the executive's position, stipulate a minimum base salary and provide certain benefits, including under various termination scenarios.  The agreements contain covenants that limit the executive's ability to compete or solicit our employees or customers for defined periods following termination.  The covenants also require the executive to keep information confidential.  The agreements are described in greater detail under the heading "Employment and Compensation Arrangements."

On balance, we believe that employment agreements benefit stockholders, because they allow us to compete for executive talent more effectively.  Contracts are standard practice in our industry, and we need to be well-positioned to hire new talent and retain our talent over time.  We believe that the provisions of our contracts are standard compared to industry norms, including the termination provisions.  We also believe that the restrictive covenants are beneficial to us.

Change in Control .  The employment agreements with the named executive officers contain provisions that provide for severance in the event of the termination of their employment in connection with a change in control (a "double trigger" provision) and for the accelerated vesting of stock options and restricted stock in the event of a change in control.  If completed, the proposed Merger with Sycamore described in Item 12 of this Amendment under the heading "Changes in Control" will constitute a "change in control" under our employment agreements with our named executive officers.

Section 162(m) of the Internal Revenue Code imposes a $1 million annual tax deduction limit on compensation we pay to the chief executive officer and the other named executive officers, other than the chief financial officer.  This limit does not apply to "performance-based" compensation, as defined by the Internal Revenue Code and related regulations.  Where practical, the Committee designs programs so that compensation paid to our named executive officers is fully deductible.  The Committee believes, however, that stockholders' interests may be best served by offering compensation that is not fully deductible, where appropriate to attract, retain, and motivate talented officers.  Bonuses awarded under the Incentive Plan are designed to meet the criteria for tax deductibility.  Gains realized by the executives from the vesting of performance-contingent restricted stock are expected to be tax deductible.  Value realized from the vesting of time-based restricted stock may not be tax deductible.

Compensation Committee Report

1.	The Compensation Committee has reviewed and discussed the Company's Compensation Discussion and Analysis ("CD&A") required by Item 402(b) of Regulation S-K with management.

2.	Based on the review and discussions referred to in paragraph 1 above, the Compensation Committee recommended to the Board of Directors that the CD&A be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the Securities and Exchange Commission.

The foregoing report of the Compensation Committee shall not be deemed to be soliciting material, to be filed with the SEC or to be incorporated by reference into any of our previous or future filings with the SEC, except as otherwise explicitly specified by us in any such filing.

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(1)	Compensation deferred at the election of the named executive officer is included in the year in which it would otherwise have been reported had it not been deferred.

(2)	Annual bonus and non-equity incentive plan compensation amounts are reported for the year earned and accrued regardless of the timing of the actual payment.  See "Compensation Discussion and Analysis - Annual Cash Incentive - Annual Cash Incentives Earned for 2013 Performance."

(3)

Reflects the aggregate grant date fair value calculated in accordance with ASC Topic 718.  Amounts include both time-based restricted stock awards and restricted stock awards subject to performance conditions.  For additional information concerning the restricted stock awards made to our named executive officers in 2013, see "Grants of Plan-Based Awards in 2013."  The values for restricted stock awards subject to performance conditions are computed based on 100% achievement of each performance condition.  The values for restricted stock awards subject to market conditions are computed based on the results of a simulation that assesses the probability of vesting.  A ssumptions used in the valuation of equity-based awards are discussed in "Summary of Accounting Policies - Restricted Stock" and "Stock Options and Restricted Stock" in Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

(4)

The table below provides our incremental cost of the components of All Other Compensation for each of the named executive officers during 2013.  We provided a car allowance to Mr. Card, car services for Mr. Card in New York City and rented an apartment in New York City that was used by Mr. Card.  We also provided Mr. Card with a tax gross-up payment to cover the taxable income attributable to the apartment.  We provided a car allowance to Mr. McClain, Mr. Dickson, Mr. Dansky and Mr. Cade.   We also provided the named executive officers with certain group life, health, disability and other non-cash benefits generally available to all full-time salaried employees, which are not included in this table, as permitted by SEC rules.

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(a)

Represents our contributions on behalf of the named individuals to The Jones Group Inc. Retirement Plan, which is our 401(k) defined contribution plan.

(b)

Represents discounts on purchases of Robert Rodriguez apparel products.  Under our Robert Rodriguez discount program, senior executives are permitted to purchase products at 20% off the wholesale price .  Does not include discounts on purchases of any other products of our company under discount programs that are generally available to all of our employees.

(c)

Represents purchases of Kurt Geiger footwear products utilizing a clothing allowance.  Under our clothing allowance program, an annual allowance is granted to certain officers and employees to encourage the wearing and promotion of Company brands within the Company and their communities.  In 2013, Messrs. Card, Dickson, McClain and Dansky each received a $2,000 allowance applicable to Kurt Geiger footwear.  Allowance amounts for the other officers and employees with a clothing allowance in 2013 ranged from $1,500 to $15,000.

(1)

Our named executive officers participate in the Incentive Plan.  Under its provisions, annual incentive awards payable in cash for a particular fiscal year may be granted to executive officers who are deemed likely to be "covered employees" as defined in the Incentive Plan and other key employees designated by the Compensation Committee and, in each case, who are approved by the Compensation Committee for participation.  The performance factors applicable to awards under the Incentive Plan are determined by the Compensation Committee and communicated to each participant by the end of the first quarter of each performance period.  Individual awards for any performance period may not exceed $3.0 million.  The Incentive Plan is discussed in greater detail under the heading "Compensation Discussion and Analysis – Annual Cash Incentive."  As discussed under "Compensation Discussion and Analysis - Annual Cash

 

 

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(2)

Represents grants of shares of restricted common stock under our 2009 Long Term Incentive Plan.  During the vesting period, the executives are the beneficial owners of the shares of restricted stock and possess all voting and dividend rights.  Dividends are paid on shares of restricted stock at the same rate and at the same time as dividends are paid to all holders of common stock, except that dividends with respect to performance-based awards are accumulated but not paid out to the grantee unless and until the performance award vests.  During 2013, the quarterly dividend rate was $0.05 per share.

(3)

The restricted stock granted is subject to Jones' financial performance and time-based vesting conditions.  50% of the shares are eligible to vest if we achieve a cumulative operating cash flow target for the period January 1, 2013 through December 31, 2015.  For achievement of between 80% and 100% of the target amount, a proportionate number of shares (between 50% and 100%) will be eligible to vest.  The remaining 50% are eligible to vest if we achieve a certain cumulative total shareholder return for the period January 1, 2013 through December 31, 2015 as compared to a specified peer group of publicly-traded companies.  If our total shareholder return for this period is in the 50 th or more percentile rank, 100% of the shares will vest; if the total shareholder return is in the 40 th to 49 th percentile rank, 75% of these shares will vest; and if the total shareholder return is between the 30 th and 39 th percentile rank, 50% of these shares will vest.  Interpolation applies for intermediate points.  If the financial targets are achieved, the shares eligible for vesting would vest on the second business day immediately following our public announcement of fourth quarter financial results for 2015.

(4)	Calculated in accordance with ASC Topic 718.

(5)	These shares vest on the second business day immediately following our public announcement of fourth quarter financial results for 2015.

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(1)	Calculated by multiplying the number of shares by the closing price of our common stock on the New York Stock Exchange on December 31, 2013 ($14.96).

(2)

Amounts for Mr. Card, Mr. Dickson, Mr. McClain, Mr. Dansky and Mr. Cade include the 50% of their 2011 restricted stock awards (158,604 shares, 98,136 shares, 38,660 shares, 27,755 shares and 9,813 shares, respectively) that did not vest, as the Compensation Committee determined that corporate performance targets applicable to that portion of the awards were not achieved.  Those shares were deemed forfeited and were cancelled on February 6, 2014.

(3)

158,605 of these shares vested on February 12, 2014.  Subject to accelerated vesting upon the occurrence of certain events, as described under "Employment and Compensation Arrangements," the remaining shares vest as follows: up to 220,995 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2014 based on achievement of a minimum cumulative operating cash flow target for the years 2012 through 2014; up to 220,994 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2014 based on achievement of a relative total shareholder return target for the years 2012 through 2014; up to 166,667 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2015 based on achievement of a minimum cumulative operating cash flow target for the years 2013 through 2015; and up to 166,666 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2015 based on achievement of a relative total shareholder return target for the years 2013 through 2015 (see footnote 3 to the "Grants of Plan-Based Awards in 2013" table).

(4)

38,660 of these shares vested on February 12, 2014.  Subject to accelerated vesting upon the occurrence of certain events, as described under "Employment and Compensation Arrangements," the remaining shares vest as follows: up to 53,868 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2014 based on achievement of a minimum cumulative operating cash flow target for the years 2012 through 2014; up to 53,867 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2014 based on achievement of a relative total shareholder return target for the years 2012 through 2014; up to 40,625 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2015 based on achievement of a minimum cumulative operating cash flow target for the years 2013 through 2015; and up to 40,625 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2015 based on achievement of a relative

 

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(5)

50,000 of these shares vested on February 12, 2014.  Subject to accelerated vesting upon the occurrence of certain events, as described under "Employment and Compensation Arrangements," the remaining shares vest as follows: 50,000 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2014 and 75,000 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2015.

(6)

98,137 of these shares vested on February 12, 2014.   Subject to accelerated vesting upon the occurrence of certain events, as described under "Employment and Compensation Arrangements," the remaining shares vest as follows:  up to 136,741 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2014 based on achievement of a minimum cumulative operating cash flow target for the years 2012 through 2014; up to 136,740 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2014 based on achievement of a relative total shareholder return target for the years 2012 through 2014; up to 103,125 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2015 based on achievement of a minimum cumulative operating cash flow target for the years 2013 through 2015; and up to 103,125 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2015 based on achievement of a relative total shareholder return target for the years 2013 through 2015 (see footnote 3 to the "Grants of Plan-Based Awards in 2013" table).

(7)

27,756 of these shares vested on February 12, 2014.  Subject to accelerated vesting upon the occurrence of certain events, as described under "Employment and Compensation Arrangements," the remaining shares vest as follows: up to 38,674 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2014 based on achievement of a minimum cumulative operating cash flow target for the years 2012 through 2014; up to 38,674 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2014 based on achievement of a relative total shareholder return target for the years 2012 through 2014; up to 29,167 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2015 based on achievement of a minimum cumulative operating cash flow target for the years 2013 through 2015; and up to 29,166 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2015 based on achievement of a relative total shareholder return target for the years 2013 through 2015 (see footnote 3 to the "Grants of Plan-Based Awards in 2013" table).

(8)

9,814 of these shares vested on February 12, 2014.  Subject to accelerated vesting upon the occurrence of certain events, as described under "Employment and Compensation Arrangements," these shares vest as follows: up to 14,296 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2014 based on achievement of a minimum cumulative operating cash flow target for the years 2012 through 2014; up to 14,295 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2014 based on achievement of a relative total shareholder return target for the years 2012 through 2014; up to 12,500 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2015 based on achievement of a minimum cumulative operating cash flow target for the years 2013 through 2015; and up to 12,500 will vest on the second business day immediately following our public announcement of fourth quarter financial results for 2015 based on achievement of a relative total shareholder return target for the years 2013 through 2015 (see footnote 3 to the "Grants of Plan-Based Awards in 2013" table).

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Option Exercises and Stock Vested in 2013

(1)	Calculated based on the price of our common stock on the New York Stock Exchange on the vesting date.

Employment and Compensation Arrangements

Effective July 1, 2000, we entered into employment agreements with each of Wesley R. Card and Ira M. Dansky.  Each agreement had an initial term of three years.  Each agreement provides for automatic 12-month extensions unless either party gives notice no later than June 30 of the year preceding the final year of the applicable term that the agreement will not be extended.  If the agreement is so extended, the extended term begins on July 1 of the applicable year and ends 36 months later.  The current term of our agreements with Mr. Card and Mr. Dansky expires on June 30, 2016.

Effective July 16, 2007, we entered into an employment agreement with Mr. McClain.  The current term of Mr. McClain's agreement expires on June 30, 2015.

On December 5, 2007, we entered into an employment agreement with Mr. Cade.  The current term of Mr. Cade's agreement expires on December 31, 2016.

On January 31, 2010, we entered into an employment agreement with Mr. Dickson, effective as of February 8, 2010.  The current term of Mr. Dickson's agreement expires on December 31, 2015.

Our employment agreements with Mr. Card, Mr. Dansky, Mr. McClain, Mr. Cade and Mr. Dickson were amended on various dates.  Their employment agreements, as amended to date, are summarized below.

Wesley R. Card .  Mr. Card's agreement provides that he will serve as our Chief Executive Officer.  His annual salary will not be less than $1,600,000, and he is entitled to receive annual bonuses in accordance with the 2007 Executive Annual Cash Incentive Plan.  The agreement also provides for annual grants, at the discretion of the Compensation Committee, of stock options and/or restricted stock in an amount (plus or minus 25%) equal to 150% of Mr. Card's salary.  The exercise price of the options will be the fair market value of the common stock on the date of grant.  Options or restricted stock will vest ratably over three-year periods, with such other vesting provisions as the Compensation Committee may determine, or in such other amount and on such other terms as the Compensation Committee may determine.

If we terminate Mr. Card's employment for "cause" or if he resigns without "good reason," Mr. Card will receive only his unpaid salary through the date of termination or resignation.  If Mr. Card's employment terminates before the end of the term due to death or "disability" (as defined), we will pay him or his estate, as applicable, (i) any unpaid salary through the date of termination, (ii) a lump sum equal to an additional six months of salary and (iii) a target bonus (based on 100% of his annual salary at the time of termination) prorated through the date of termination.  If we terminate Mr. Card's employment without "cause" (as defined) or Mr. Card resigns for "good reason" (as defined) and no "change in control" (as defined) has occurred, we will pay him (i) any unpaid salary through the date of termination, (ii) his actual bonus earned for the calendar year in which termination occurs, based solely

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on the extent to which performance goals for that calendar year are satisfied, prorated through the date of termination, (iii) a lump sum equal to his monthly salary at the time of termination and 1/12 of his target bonus, for each month during the remainder of the term of his agreement, and (iv) a lump sum equal to our cost for his continued benefits for the remainder of the term of the agreement.  We will also reimburse him for up to $10,000 of executive outplacement services.  If we terminate Mr. Card's employment without "cause" or Mr. Card resigns for "good reason" following a "change in control," we will pay him (i) any unpaid salary through the date of termination, (ii) his target bonus prorated through the date of termination, (iii) a lump sum equal to three times 200% of his annual salary at the time of termination, (iv) reimbursement for up to $10,000 of executive outplacement services and (v) a lump sum equal to our cost for his health insurance, life insurance and retirement benefits for the remainder of the term of the agreement.

Mr. Card's agreement provides that if (1) he remains employed by us through December 31, 2009 and his employment terminates thereafter for any reason, or (2) on or after January 1, 2008, he provides to our Board of Directors at least six months' written notice of his retirement and the Board consents to his retirement, which consent shall not be unreasonably withheld or delayed, then we will (i) pay him (or his estate, as applicable) an annual retirement benefit of $500,000, payable in monthly installments, for a period of five years following the date of termination and (ii) provide continued medical and dental coverage for Mr. Card and his spouse from and after the date of termination of employment (or in the event of termination of Mr. Card's employment without "cause" or resignation by Mr. Card for "good reason," from and after the date of expiration of the term of the agreement), for their respective lives, provided that our annual cost of providing that coverage does not exceed $7,500 (which amount increases annually by 10% beginning in 2008).  The annual retirement benefit and continued insurance coverage are in addition to any other payments and benefits to which Mr. Card may be entitled under other provisions of the employment agreement.

The agreement provides for vesting of all previously unvested options held by Mr. Card upon (i) termination of Mr. Card's employment due to "retirement" (as defined), death or "disability," (ii) a "change in control," (iii) termination by Mr. Card for "good reason" or (iv) if we terminate his employment without "cause."  In the case of termination due to "retirement," "disability," "change in control," "good reason" or "without cause," the accelerated options are exercisable during the remaining original option term; in the case of death, the accelerated options are exercisable by Mr. Card's estate or representative for a three-year period after the date of death.  The agreement also provides for lapse of all restrictions on shares of restricted stock held by Mr. Card upon (i) termination of Mr. Card's employment due to "retirement" (as defined), death or "disability," (ii) a "change in control," (iii) termination by Mr. Card for "good reason" or (iv) if we terminate his employment without "cause"; provided , however , that in the event of termination of Mr. Card's employment due to "retirement," termination by Mr. Card for "good reason" or if we terminate his employment without "cause," restrictions on shares of performance-contingent restricted stock held by him which were granted on or after January 1, 2010 lapse solely based on the extent to which the performance goals for the applicable performance period are satisfied.

Mr. Card's agreement also contains non-competition restrictions during his employment and for the duration of the severance period ( i.e. , the period from the termination date through the expiration of the term of the agreement), provided that we are making the payments due to him (as described above).  Mr. Card is prohibited from recruiting or hiring our employees during the period ending two years after the severance period and is prohibited from disparaging Jones for the longer of the non-competition period, the non-solicitation period or a period of three years following the termination date.  The agreement also restricts him from disclosing confidential information of Jones and requires that he disclose and assign to Jones any trademarks or inventions developed by him which relate to his employment by Jones or to Jones' business.  If Mr. Card breaches any of the restrictions and covenants described above following termination of employment, Jones' severance payments to him will immediately cease.

John T. McClain .  Mr. McClain's agreement provides that he will serve as our Chief Financial Officer.  His annual salary will not be less than $500,000, and he is entitled to receive annual bonuses in accordance with the 2007 Executive Annual Cash Incentive Plan.  His agreement also provides for annual grants, at the discretion of the Compensation Committee of the Board of Directors, of restricted stock

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and/or stock options, in such amounts and subject to such terms and conditions as determined by the Compensation Committee.

If we terminate Mr. McClain's employment for "cause" (as defined) or if he resigns without "good reason" (as defined), Mr. McClain will receive only his unpaid salary through the date of termination or resignation.  If Mr. McClain's employment terminates before the end of the term due to death or "disability" (as defined), we will pay him or his estate, as applicable, (i) any unpaid salary through the date of termination, (ii) a lump sum equal to an additional six months of salary and (iii) his target bonus (based on 75% of his annual salary at the time of termination), prorated through the date of termination.  If we terminate Mr. McClain's employment without "cause" or Mr. McClain resigns for "good reason" and no "change in control" (as defined) has occurred, we will pay him (i) any unpaid salary through the date of termination, (ii) the target bonus at the time of termination, prorated through the date of termination, (iii) a lump sum equal to his monthly salary at the time of termination and 1/12 of his target bonus, for each month during the remainder of the term of the agreement, and (iv) a lump sum equal to our cost for his continued health insurance, life insurance and retirement benefits for the remainder of the term of the agreement.  We will also reimburse him for up to $10,000 of executive outplacement services.  In no event, including at the expiration of the agreement, shall he receive less than six months of such salary or benefits.

If we terminate Mr. McClain's employment without "cause" or Mr. McClain resigns for "good reason" following a "change in control," he will receive (i) any unpaid salary through the date of termination, (ii) the target bonus, prorated through the date of termination, (iii) a lump sum equal to three times 200% of Mr. McClain's annual salary at the time of termination, (iv) reimbursement for up to $10,000 of executive outplacement services and (v) a lump sum equal to our  cost for his continued health insurance, life insurance and retirement benefits for the remainder of the term of the agreement.

The agreement also provides for vesting of all previously unvested options and restricted stock upon (i) termination of Mr. McClain's employment due to "retirement" (as defined), death or "disability," (ii) a "change in control," (iii) resignation by Mr. McClain for "good reason" or (iv) termination by us without "cause."  In the case of "retirement," "disability" or "change in control," the accelerated options are exercisable during the remaining original option term (or, if shorter, for three years following death).

Mr. McClain's agreement also contains non-competition restrictions during his employment and for the duration of the severance period ( i.e. , the period from the termination date through the expiration of the term of the agreement), provided that we are making the payments due to him (as described above).  Mr. McClain is prohibited from recruiting or hiring our employees during the period ending two years after the severance period and is prohibited from disparaging Jones for the longer of the non-competition period or a period of three years following the termination date.  The agreement also restricts him from disclosing confidential information of Jones and requires that he disclose and assign to Jones any trademarks or inventions developed by him which relate to his employment by Jones or to Jones' business.

  Richard Dickson .  Mr. Dickson's agreement provides that he will serve as our President and Chief Executive Officer – Branded Businesses, with responsibility for our apparel, footwear and accessories branded businesses.  His annual salary will not be less than $1,100,000, and he is entitled to receive an annual car allowance of $18,000, payment of certain temporary housing and relocation expenses, annual cash bonuses in accordance with the Executive Annual Incentive Plan and annual awards of restricted stock under the 2009 Long-Term Incentive Plan.  In connection with Mr. Dickson's entering into the agreement in January 2010, the agreement also provides for payment to Mr. Dickson of a sign-on bonus of $455,000, net of any bonus received from his prior employer for 2009, and, to replace certain equity compensation forfeited by Mr. Dickson due to his resignation from his prior employment, a time-based grant of 100,000 shares of restricted stock, which vested in equal thirds on the second day following the announcement of our earnings for each of 2010, 2011 and 2012.

If we terminate Mr. Dickson's employment for "cause" or if he resigns without "good reason," Mr. Dickson will receive only his unpaid salary through the date of termination or resignation.  If Mr.

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Dickson's employment terminates before the end of the term due to death or "disability" (as defined), we will pay him or his estate, as applicable, (i) any unpaid salary through the date of termination, (ii) a lump sum equal to an additional six months of salary and (iii) a target bonus (based on 100% of his annual salary at the time of termination), prorated through the date of termination.  If we terminate Mr. Dickson's employment without "cause" (as defined) or Mr. Dickson resigns for "good reason" (as defined) and no "change in control" (as defined) has occurred, we will pay him (i) any unpaid salary through the date of termination, (ii) his actual bonus earned for the calendar year in which termination occurs, based solely on the extent to which performance goals for that calendar year are satisfied, prorated through the date of termination, (iii) a lump sum equal to his monthly salary at the time of termination and 1/12 of his target bonus, for each month during the remainder of the term of his agreement, and (iv) a lump sum equal to our cost for his continued benefits for the remainder of the term of the agreement.  We will also reimburse him for up to $10,000 of executive outplacement services.  In no event, including at the expiration of the agreement, shall he receive less than 12 months of such salary or benefits.

If we terminate Mr. Dickson's employment without "cause" or Mr. Dickson resigns for "good reason" following a "change in control," we will pay him (i) any unpaid salary through the date of termination, (ii) his target bonus prorated through the date of termination, (iii) a lump sum equal to three times 200% of his annual salary at the time of termination, (iv) reimbursement for up to $10,000 of executive outplacement services and (v) a lump sum equal to our cost for his health insurance, life insurance and retirement benefits for the remainder of the term of the agreement.

The agreement provides for vesting of all previously unvested options and restricted stock held by Mr. Dickson upon (i) termination of Mr. Dickson's employment due to "retirement" (as defined), death or "disability," (ii) a "change in control," (iii) termination by Mr. Dickson for "good reason" or (iv) if we terminate his employment without "cause," except that in the case of "retirement," termination without "cause" (other than following a "change in control") or termination for "good reason" (other than following a "change in control"), restricted stock awards that are intended to satisfy the requirements for "qualified performance-based compensation" (within the meaning of Treasury Regulation Section 1.162-27(e)) will vest only to the extent to which the performance goals for the applicable performance period are satisfied. In the case of retirement, disability or "change in control," any accelerated options are exercisable during the remaining original option term (or, if shorter, for three years following death).

Mr. Dickson's agreement also contains non-competition restrictions during his employment and for the duration of the severance period ( i.e. , the period from the termination date through the expiration of the term of the agreement), provided that we are making payments to him (as described above).  Mr. Dickson is also prohibited from recruiting or hiring our employees during the period ending two years after the severance period and is prohibited from disparaging Jones for the longer of the non-competition period or a period of three years following the termination date.  The agreement also restricts him from disclosing confidential information of Jones and requires that he disclose and assign to Jones any trademarks or inventions developed by him which relate to his employment by Jones or to Jones' business.

Ira M. Dansky .  Mr. Dansky's agreement provides that he will serve as our Executive Vice President, General Counsel and Secretary.  His annual salary will not be less than $500,000, and he is entitled to receive annual bonuses in accordance with the Executive Annual Incentive Plan. The agreement also provides for annual grants, at the discretion of the Compensation Committee, of stock options and/or restricted stock in an amount (plus or minus 25%) equal to 80% of Mr. Dansky's salary and at an exercise price of the fair market value of the common stock on the date of grant, vesting ratably over three-year periods, or in such other amount and on such other terms as the Compensation Committee may determine.

If we terminate Mr. Dansky's employment for "cause" or if he resigns without "good reason," Mr. Dansky will receive only his unpaid salary through the date of termination or resignation.  If Mr. Dansky's employment terminates before the end of the term due to death or "disability" (as defined), we will pay him or his estate, as applicable, (i) any unpaid salary through the date of termination, (ii) a lump

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sum equal to an additional six months of salary and (iii) a target bonus (based on 75% of his annual salary at the time of termination) prorated through the date of termination.  If we terminate Mr. Dansky's employment without "cause" (as defined) or Mr. Dansky resigns for "good reason" (as defined) and no "change in control" (as defined) has occurred, we will pay him (i) any unpaid salary through the date of termination, (ii) his actual bonus earned for the calendar year in which termination occurs, based solely on the extent to which performance goals for that calendar year are satisfied, prorated through the date of termination, (iii) a lump sum equal to his monthly salary at the time of termination and 1/12 of his target bonus, for each month during the remainder of the term of his agreement, and (iv) a lump sum equal to our cost for his continued benefits for the remainder of the term of the agreement.  We will also reimburse him for up to $10,000 of executive outplacement services.  If we terminate Mr. Dansky's employment without "cause" or Mr. Dansky resigns for "good reason" following a "change in control," we will pay him (i) any unpaid salary through the date of termination, (ii) his target bonus prorated through the date of termination, (iii) a lump sum equal to three times 200% of his annual salary at the time of termination, (iv) reimbursement for up to $10,000 of executive outplacement services and (v) a lump sum equal to our cost for his health insurance, life insurance and retirement benefits for the remainder of the term of the agreement.

Mr. Dansky's agreement provides that if (1) he remains employed by us through June 30, 2010 and his employment terminates thereafter for any reason, (2) prior to June 30, 2010, his employment terminates due to death or disability or is terminated by us without "cause" or by him for "good reason," or (3) on or after June 30, 2009, he provides to our Board of Directors at least six months' written notice of his retirement and the Board consents to his retirement, which consent shall not be unreasonably withheld or delayed, then we will (i) pay him (or his estate, as applicable) an annual retirement benefit of $200,000, payable in monthly installments, for a period of five years following the date of termination and (ii) provide continued medical and dental coverage for Mr. Dansky and his spouse from and after the date of termination of employment (or in the event of termination of Mr. Dansky's employment without "cause" or resignation by Mr. Dansky for "good reason," from and after the date of expiration of the term of the agreement), for their respective lives, provided that our annual cost of providing that coverage does not exceed $7,500 (which amount increases annually by 10% beginning in 2008).  The annual retirement benefit and continued insurance coverage are in addition to any other payments and benefits to which Mr. Dansky may be entitled under other provisions of the employment agreement.

The agreement provides for vesting of all previously unvested options held by Mr. Dansky upon (i) termination of Mr. Dansky's employment due to "retirement" (as defined), death or "disability," (ii) a "change in control," (iii) termination by Mr. Dansky for "good reason" or (iv) if we terminate his employment without "cause."  In the case of termination due to "retirement," "disability," "change in control," "good reason" or "without cause," the accelerated options are exercisable during the remaining original option term; in the case of death, the accelerated options are exercisable by Mr. Dansky's estate or representative for a three-year period after the date of death.  The agreement also provides for lapse of all restrictions on shares of restricted stock held by Mr. Dansky upon (i) termination of Mr. Dansky's employment due to "retirement" (as defined), death or "disability," (ii) a "change in control," (iii) termination by Mr. Dansky for "good reason" or (iv) if we terminate his employment without "cause"; provided , however , that in the event of termination of Mr. Dansky's employment due to "retirement," termination by Mr. Dansky for "good reason" or if we terminate his employment without "cause," restrictions on shares of performance-contingent restricted stock held by him which were granted on or after January 1, 2010 lapse solely based on the extent to which the performance goals for the applicable performance period are satisfied.

Mr. Dansky's agreement also contains non-competition restrictions during his employment and for the duration of the severance period ( i.e. , the period from the termination date through the expiration of the term of the agreement), provided that we are making payments to him (as described above).  Mr. Dansky is also prohibited from recruiting or hiring our employees during the period ending two years after the severance period and is prohibited from disparaging Jones for the longer of the non-competition period or a period of three years following the termination date.  The agreement also restricts him from disclosing confidential information of Jones and requires that he disclose and assign to Jones any

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trademarks or inventions developed by him which relate to his employment by Jones or to Jones' business.

Christopher R. Cade .  Mr. Cade's agreement provides that he will serve as our Executive Vice President, Chief Accounting Officer and Controller.  His annual salary will be not less than $300,000, and he is entitled to receive an annual car allowance of $12,500 and annual bonuses of up to 50% of his annual salary in accordance with the 2007 Executive Annual Cash Incentive Plan.  In connection with Mr. Cade's entering into the agreement in December 2007, his agreement also provides for payment to Mr. Cade of a sign-on bonus of $120,000 and a time-based grant of 15,000 shares of restricted stock, which vested on February 11, 2011.

If we terminate Mr. Cade's employment for "cause" (as defined) or if he resigns without "good reason" (as defined), Mr. Cade will receive only his unpaid salary through the date of termination or resignation.  If Mr. Cade's employment terminates before the end of the term due to death or "disability" (as defined), we will pay him or his estate, as applicable, a lump sum payment equal to an additional six months of salary and his target bonus (as established by the Board of Directors under the 2007 Executive Annual Cash Incentive Plan for the calendar year in which Mr. Cade dies or becomes disabled), prorated through the date of termination.  If we terminate Mr. Cade's employment without "cause" or Mr. Cade resigns for "good reason" and no "change in control" (as defined) has occurred, he will receive (i) a lump sum payment equal to the salary payable to him through the balance of the term of the agreement or for a period of 12 months, whichever is longer, and (ii) continued participation in our medical and dental insurance plans for the remainder of the term of the agreement.

If we terminate Mr. Cade's employment without "cause" or Mr. Cade resigns for "good reason" following a "change in control," he will receive a lump sum equal to three times his annual salary at the time of termination.

The agreement also provides for vesting of all previously unvested options and restricted stock upon a "change in control," a resignation by Mr. Cade for "good reason" or termination by us without "cause," except that in the case of termination without "cause" (other than following a "change in control") or termination for "good reason" (other than following a "change in control"), restricted stock awards that are intended to satisfy the requirements for "qualified performance-based compensation" (within the meaning of Treasury Regulation Section 1.162-27(e)) will vest only to the extent to which the performance goals for the applicable performance period are satisfied.  The accelerated options are exercisable during the remaining original option term.

Mr. Cade's agreement also contains non-competition restrictions during his employment and for the duration of the severance period ( i.e. , the period from the termination date through the expiration of the term of the agreement), provided that we are making the payments due to him (as described above).  Mr. Cade is prohibited from recruiting or hiring our employees during the period ending two years after the severance period and is prohibited from disparaging Jones for the longer of the non-competition period or a period of three years following the termination date.  The agreement also restricts him from disclosing confidential information of Jones and requires that he disclose and assign to Jones any trademarks or inventions developed by him which relate to his employment by Jones or to Jones' business.

Other Compensation Arrangements .  We have provided certain perquisites to the named executive officers, as summarized in footnote 4 to the 2013 Summary Compensation Table.  In addition, each of those executives is eligible to receive all perquisites that are made available to our senior executives, which include participation in The Jones Group Inc. Deferred Compensation Plan.  The Deferred Compensation Plan allows a select group of management or highly compensated employees to defer, on a pre-tax basis, receipt of up to 90% of salary and up to 90% of annual bonus, in an account which is credited with a rate of return based on hypothetical investment options selected by the participant from an extensive menu under the plan.  Amounts deferred under the plan are not subject to income tax until actually paid to the participant.  For 2013, managers earning a base salary of $115,000 or more, including the named executive officers, and non-management employees earning compensation of $255,000 or

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more, were eligible to participate in the plan.  None of the named executive officers participated in the plan for the years shown in the 2013 Summary Compensation Table.  In 2013, certain employees, including Messrs. Card, Dickson, McClain and Dansky, were provided with a clothing allowance.  We also provide other benefits, such as medical, dental and life insurance, to the named executive officers who are currently employed by us on the same terms and conditions as those provided generally to our other full-time, salaried employees.

Potential Payments and Benefits Upon Termination of Employment

This section outlines estimated payments and other benefits that would have been received by each named executive officer employed by us as of December 31, 2013 (the last business day of 2013), or his estate, under existing agreements, plans and arrangements, if the named executive officer's employment had terminated on December 31, 2013 under the following circumstances:

•	voluntary termination by the named executive officer,

•	termination by us for cause,

•	termination by us without cause or by the named executive officer with good reason,

•	termination by us without cause or by the named executive officer with good reason following a change in control,

•	termination at normal retirement,

•	termination as a result of disability or

•	termination as a result of death.

The terms "cause," "good reason" and "change in control" have complex definitions under our employment agreements and compensation and benefit plans.  A termination of employment for "cause" generally requires misconduct by the executive.  In general, an executive's resignation is for "good reason" if it results either from the material breach of our contractual obligations to the executive, including failure to timely pay the executive's compensation, or from the executive having: (i) his or her base salary reduced (or, in the case of our principal accounting officer and executives with business unit responsibility, materially reduced); (ii) his or her title, status, responsibilities or authority reduced (or, in the case of certain executives, his or her authority, duties or responsibilities materially reduced); (iii) his or her office moved by more than 30 miles (or, in the case of our principal accounting officer and executives with business unit responsibility, by more than 50 miles); or (iv) his or her participation in a benefit or compensation plan of our company discontinued without the opportunity to participate in a comparable substitute plan or arrangement, unless he or she is treated in the same manner as other similarly situated participants in the discontinued plan.  In general, a "change in control" occurs if: (i) a person or company acquires 20% or more of our outstanding common stock; (ii) a majority of our directors is replaced during any two-year period; or (iii) Jones is not the surviving company after any merger or similar transaction with another company.  If completed, the proposed Merger with Sycamore described in Item 12 of this Amendment under the heading "Changes in Control" will constitute a "change in control" under our existing agreements, plans and arrangements with our named executive officers.

Employment Agreements .  The named executive officers have employment agreements with us, as described under the heading "Employment and Compensation Arrangements."  They had the following number of months remaining as of December 31, 2013 in the then-current terms of their employment agreements: 30 months for Mr. Card and Mr. Dansky, 18 months for Mr. McClain, 24 months for Mr. Dickson, and 36 months for Mr. Cade.

The employment agreements with Mr. Card, Mr. McClain, Mr. Dickson and Mr. Dansky provide that the severance payments shown on the following tables would immediately cease if the executive were to breach his obligations under the ownership of intellectual property, confidentiality, non-competition, non-solicitation or non-disparagement covenants described under the heading "Employment and Compensation Arrangements."

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We do not make excise tax gross-up payments in connection with severance payments to the named executive officers.  Our employment agreements with each of them provide that if total payments under the terms of the agreement are or will be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code, then the total payments will be reduced (but not below zero) to the extent that a reduction would result in the executive retaining a larger amount on an after-tax basis.  We would effect the reduction by first reducing or eliminating the portion of total payments which are not payable in cash and then by reducing or eliminating cash payments.

Company Plans and Policies .  The following tables and discussion do not include payments and benefits generally available to all of our full-time, salaried employees upon termination of employment, including distribution of account balances under the terms and conditions of The Jones Group Inc. Retirement Plan (401(k) Plan) for participating employees, payment for accrued but unused vacation, continuation of medical and dental benefits through the last day of the month in which termination occurs, and payment of benefits upon death or disability.

We provide a group life insurance benefit to employees of 166% of base annual salary to a maximum benefit of $300,000 (which is doubled in the event of accidental death and is reduced to 65% upon the employee's attainment of age 70 and to 50% upon the employee's attainment of age 75).  We also provide long-term disability coverage to employees for up to 60% of monthly salary (assuming continued disability) with a limit of $4,000 per month.  Employees have the option to purchase additional long-term disability coverage for up to 60% of monthly salary or $11,000 per month, with a $15,000 total monthly benefit limit.  Long-term disability benefits are paid as follows:

Age when period of disability starts

Disability benefit payment period

Before age 60

Benefits paid until age 65

Ages 60 through 64

Benefits paid for 60 months

Ages 65 through 67

Benefits paid until age 70

Ages 68 and over

Benefits paid for 24 months

(1)

Represents the sum of (i) monthly salary through June 30, 2016; (ii) monthly bonus (1/12 of target bonus (last annual salary)) through June 30, 2016; (iii) aggregate monthly cash payments totaling $500,000 per year through December 31, 2018; (iv) actual bonus earned for 2013; (v) our cost for health and dental insurance for Mr. Card and his wife through June 30, 2016, at an annual cost to us of $14,616 and a growth rate of 10% per year for premiums; (vi) our cost for life insurance for Mr. Card under our group policies through June 30, 2016; (vii) our continued contributions to The Jones Group Inc. Retirement Plan with an assumed maximum amount of $10,400 annually through June 30, 2016; and (viii) our cost to provide equivalent long-term disability coverage for Mr. Card with a total monthly benefit of $15,000 through age 70.

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(2)

Represents the sum of (i) aggregate monthly payments totaling $500,000 per year through December 31, 2018; (ii) target bonus (last annual salary); (iii) three times 200% of annual salary; (iv) health and dental insurance for Mr. Card and his wife through June 30, 2016, at an annual cost to us of $14,616 and a growth rate of 10% per year for premiums; (v) our cost for life insurance for Mr. Card under our group policies through June 30, 2016; and (vi) our continued contributions to The Jones Group Inc. Retirement Plan with an assumed maximum amount of $10,400 annually through June 30, 2016.

(3)	Represents aggregate monthly payments totaling $500,000 per year through December 31, 2018.

(4)	Represents the sum of (i) six months of salary; (ii) aggregate monthly payments totaling $500,000 per year through December 31, 2018; and (iii) target bonus (last annual salary).

(5)

Represents the present value at December 31, 2013 of our cost for health and dental insurance for Mr. Card and his wife for life beginning on July 1, 2016, assuming a life expectancy of 82 and 85 years, respectively, a discount rate of 4.78%, an annual cost to us of $14,616 and a growth rate of 10% per year for premiums.

(6)	Represents the present value at December 31, 2013 of our cost for health and dental insurance for Mr. Card and his wife for life, assuming a life expectancy of 82 and 85 years, respectively, a discount rate of 4.78%, an annual cost to us of $14,616 and a growth rate of 10% per year for premiums.

(7)	Represents the present value at December 31, 2013 of our cost for health and dental insurance for Mr. Card's wife for life, assuming a life expectancy of 85 years, a discount rate of 4.78%, an annual cost to us of $14,616 and a growth rate of 10% per year for premiums.

(8)	Represents the value of unvested restricted stock subject to accelerated vesting.  Calculated based on the closing price of our common stock on the New York Stock Exchange on December 31, 2013 ($14.96).

(9)	Assumes that with respect to any performance-based restricted stock, performance goals for the applicable period will be fully satisfied.

(10)	Assumes that we reimburse Mr. Card for the maximum reimbursable amount ($10,000) under his employment agreement.

 

(1)

Represents the sum of (i) monthly salary through June 30, 2015; (ii) monthly bonus (1/12 of target bonus (75% of last annual salary)) through June 30, 2015; (iii) target bonus (75% of last annual salary); (iv) our cost for life and health insurance for Mr. McClain under our group policies through June 30, 2015, assuming a growth rate of 8% per year for health insurance premiums; (v) our continued contributions to The Jones Group Inc. Retirement Plan with an assumed maximum amount of $10,400 annually through June 30, 2015; and (vi) our cost to provide equivalent long-term disability coverage for Mr. McClain through age 65.

(2)

Represents the sum of (i) target bonus (75% of last annual salary); (ii) three times 200% of annual salary; and (iii) our cost for continued life and health insurance and our continued contributions to The Jones Group Inc. Retirement Plan during the period from December 31, 2013 through June 30, 2015.

(3)	Represents six months of salary plus target bonus (75% of last annual salary).

 

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(4)	Represents the value of unvested restricted stock subject to accelerated vesting.  Calculated based on the closing price of our common stock on the New York Stock Exchange on December 31, 2013 ($14.96).

(5)	Assumes that we reimburse Mr. McClain for the maximum reimbursable amount ($10,000) under his employment agreement.

(1)

Represents the sum of (i) monthly salary through December 31, 2015; (ii) monthly bonus (1/12 of target bonus (last annual salary)) through December 31, 2015; (iii) actual bonus earned for 2013; (iv) our cost for life and health insurance for Mr. Dickson under our group policies through December 31, 2015, assuming a growth rate of 8% per year for health insurance premiums; (v) our continued contributions to The Jones Group Inc. Retirement Plan with an assumed maximum amount of $10,400 annually through December 31, 2015; and (vi) our cost to provide equivalent long-term disability coverage for Mr. Dickson through age 65.

(2)	Represents the sum of (i) target bonus (last annual salary); (ii) three times 200% of annual salary and (iii) our cost for continued life and health insurance and our continued contributions to The Jones Group Inc. Retirement Plan during the period from December 31, 2013 through December 31, 2015.

(3)	Represents six months of salary plus target bonus (last annual salary).

(4)	Represents the value of unvested restricted stock subject to accelerated vesting.  Calculated based on the closing price of our common stock on the New York Stock Exchange on December 31, 2013 ($14.96).

(5)	Assumes that with respect to any performance-based restricted stock, performance goals for the applicable period will be fully satisfied.

(6)	Assumes that we reimburse Mr. Dickson for the maximum reimbursable amount ($10,000) under his employment agreement.

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(1)

Represents the sum of (i) monthly salary through June 30, 2016; (ii) monthly bonus (1/12 of target bonus (75% of last annual salary)) through June 30, 2016; (iii) aggregate monthly cash payments totaling $200,000 per year through December 31, 2018; (iv) actual bonus earned for 2013; (v) our cost for health and dental insurance for Mr. Dansky and his wife through June 30, 2016, assuming a life expectancy of 83 and 85 years, respectively, at an annual cost to us of $14,616 and a growth rate of 10% per year for premiums; (vi) our cost for life insurance for Mr. Dansky under our group policies through June 30, 2016; (vii) our continued contributions to The Jones Group Inc. Retirement Plan with an assumed maximum amount of $10,400 annually through June 30, 2016; and (viii) our cost to provide equivalent long-term disability coverage for Mr. Dansky with a total monthly benefit of $15,000 for a period of 24 months.

(2)

Represents the sum of (i) aggregate monthly cash payments totaling $200,000 per year through December 31, 2018; (ii) target bonus (75% of last annual salary); (iii) three times 200% of annual salary; (iv) our cost for health and dental insurance for Mr. Dansky and his wife through June 30, 2016, at an annual cost to us of $14,616 and a growth rate of 10% per year for premiums; (v) our cost for life insurance for Mr. Dansky under our group policies through June 30, 2016; and (vi) our continued contributions to The Jones Group Inc. Retirement Plan with an assumed maximum amount of $10,400 annually through June 30, 2016.

(3)	Represents aggregate monthly cash payments totaling $200,000 per year through December 31, 2018.

(4)	Represents the sum of (i) six months of salary; (ii) aggregate annual cash payments totaling $200,000 per year through December 31, 2018; and (iii) target bonus (75% of last annual salary).

(5)

Represents the present value at December 31, 2013 of our cost for health and dental insurance for Mr. Dansky and his wife for life beginning on July 1, 2016, assuming a life expectancy of 83 and 85 years, respectively, a discount rate of 4.78%, an annual cost to us of $14,616 and a growth rate of 10% per year for premiums.

(6)	Represents the present value at December 31, 2013 of our cost for health and dental insurance for Mr. Dansky and his wife for life, assuming a life expectancy of 83 and 85 years, respectively, a discount rate of 4.78%, an annual cost to us of $14,616 and a growth rate of 10% per year for premiums.

(7)	Represents the present value at December 31, 2013 of our cost for health and dental insurance for Mr. Dansky's wife for life, assuming a life expectancy of 85 years, a discount rate of 4.78%, an annual cost to us of $14,616 and a growth rate of 10% per year for premiums.

(8)	Represents the value of unvested restricted stock subject to accelerated vesting.  Calculated based on the closing price of our common stock on the New York Stock Exchange on December 31, 2013 ($14.96).

(9)	Assumes that with respect to any performance-based restricted stock, performance goals for the applicable period will be fully satisfied.

(10)	Assumes that we reimburse Mr. Dansky for the maximum reimbursable amount ($10,000) under his employment agreement.

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(1)	Represents aggregate payments of monthly salary through December 31, 2016.

(2)	Represents three times annual salary.

(3)	Represents six months of salary plus target bonus (50% of last annual salary).

(4)	Represents the present value of our cost for continued life and health insurance for Mr. Cade during the period from December 31, 2013 through December 31, 2016.

(5)	Represents the value of outstanding unvested restricted stock subject to accelerated vesting.  Calculated based on the closing price of our common stock on the New York Stock Exchange on December 31, 2013 ($14.96).

(6)	Assumes that with respect to any performance-based restricted stock, performance goals for the applicable period will be fully satisfied.

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(1)

Non-management directors receive a $50,000 annual retainer, $2,000 for attending a Board meeting and $2,000 for attending a committee meeting or a meeting of the non-management or independent directors.  In addition, the Presiding Director receives an annual retainer of $25,000, the chair of the Audit Committee receives an annual retainer of $20,000, the chair of the Compensation Committee and the Nominating/Corporate Governance Committee receives an annual retainer of $15,000.  Non-management directors are not compensated for participation in the conference calls with senior management that are held during months in which there is no regularly-scheduled Board meeting.

(2)

Each non-management director may elect to defer all or a portion of his or her annual retainer and meeting attendance fees under The Jones Group Inc. Deferred Compensation Plan for Outside Directors until the earlier of his or her termination of service on the Board or a date selected by the director under the Plan.  The Plan does not provide for above-market or preferential earnings.  Each director can choose to invest the funds in either of the following two types of hypothetical investments:

Share Units .  This type of investment allows the director to invest his or her compensation in hypothetical shares of our common stock based on the market price of the common stock at the time the compensation would have been paid.  Hypothetical dividends are "reinvested" in additional share units based on the market price of the common stock at the time dividends are paid on the common stock.  All share units are paid out in cash.

Cash Units .  Funds in this type of account are credited with interest monthly based on U.S. Treasury bill rates using the Treasury constant maturities daily "1-year" rate.

For certain years prior to 2013, Mr. Crotty had elected to have his fees deferred in the form of share units.

(3)

Each non-management director receives an annual grant of restricted common stock equal in value to $100,000, with new non-management directors receiving an initial grant equal in value to $150,000.  The restricted stock awards vest in equal installments over three years.  The awards are made from shares available under our 2009 Long Term Incentive Plan.  The restricted stock awards have a value equal to the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, "Compensation—Stock

 

 

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The following table shows the aggregate number of outstanding restricted stock awards held by our non-management directors as of December 31, 2013.

Non-management directors are expected to own shares of our common stock equal in value to at least five times the then-current amount of the annual retainer.  The guidelines are in place to further enhance alignment between the interests of Board members and stockholders, through meaningful stockholdings on the part of the directors.  That ownership stake should be achieved within five years of their election or appointment to the Board of Directors.  Each director may count toward that requirement the value of shares owned (including shares of restricted stock) and the value of share units credited to the director's account under The Jones Group Inc. Deferred Compensation Plan for Outside Directors.  All current non-management directors meet the share ownership level under the guidelines as of March 31, 2014.