Exhibit (a)5

                                     FORM OF
                        PROMISE TO GRANT STOCK OPTION(S)

TO: ___________


         In exchange for your agreement to cancel certain stock options ("Old
Option(s)") you received from Nautica Enterprises, Inc. ("Nautica"), Nautica
hereby promises to grant you a stock option or options, as applicable, covering
______ shares of Nautica's common stock on or about February 18, 2003, or such
other date which is at least six months and one day following the cancellation
date of the Old Options (the "New Option(s)"), subject to your continued
employment with Nautica, as described below. The exercise price of each New
Option will be the closing price of Nautica's common stock as listed on the
Nasdaq National Market on the date of grant. Except as otherwise set forth in
the Exchange Offer Documents (as such term is defined below), each New Option
will vest according to the same vesting schedule as the Old Option it replaces,
provided that no New Option will vest earlier than the six month anniversary of
the grant date, subject to your continued employment with Nautica, as described
below. All New Options will be granted as non-qualified stock options. Each New
Option will otherwise be subject to the standard terms and conditions under the
Nautica Enterprises, Inc. 1996 Stock Incentive Plan, as amended and as may be
further amended from time to time, and applicable form of stock option
agreement.

         Prior to the grant of New Options on or about February 18, 2003, or, if
Nautica extends the exchange offer, a date which is at least six months and one
day following the cancellation date of the Old Options, it is possible that
Nautica might effect or enter into a merger or other similar transaction whereby
Nautica would be acquired by another company. These types of transactions could
have substantial effects on our share price, including potentially substantial
appreciation in the price of our shares. Depending on the structure of this type
of transaction, tendering optionholders might be deprived of any further price
appreciation in the shares associated with the new options. For example, if our
shares were acquired in a cash merger, the fair market value of our shares, and
hence the price at which we grant the new options, would likely be a price at or
near the cash price being paid for the shares in the transaction, yielding
limited or no financial benefit to a recipient of the new options for that
transaction. In addition, in the event of an acquisition of our company for
stock, tendering optionholders might receive options to purchase shares of a
different issuer.

         We are also reserving the right, in the event of a merger or similar
transaction, to take any actions we deem necessary or appropriate to complete a
transaction that our Board of Directors believes is in the best interest of our
company and our stockholders. This could include termination of your right to
receive replacement options under this offer to exchange. If we were to
terminate your right to receive replacement options under this offer in
connection with such a transaction, employees and consultants who have tendered
options for cancellation pursuant to this offer would not receive options to
purchase securities of the acquirer or any other consideration for their
tendered options.

         In order to receive the New Option(s), you must continue to be employed
by Nautica (or one of its subsidiaries) as of February 18, 2003, or such date
which is at least six months and one day following the cancellation date of the
Old Options. This Promise does not constitute a guarantee of employment with
Nautica for any period. Unless otherwise expressly provided in your employment
agreement or the applicable laws of a non-U.S. jurisdiction, your employment
with Nautica will remain "at-will" and can be terminated by you or Nautica at
any time, with or without cause or notice. If your employment with Nautica
terminates before February 18, 2003, or such other date which is at least six
months and one day

following the cancellation date of the Old Options, for any reason, including
but not limited to your voluntary resignation, or as the result of a merger or
acquisition of Nautica by another company, you will lose all rights pursuant to
this Promise to receive New Options.

         This Promise is subject to the terms and conditions of the offer to
exchange options as set forth in: (i) the Offer to Exchange; (ii) the cover
letter from Harvey Sanders dated July 16, 2002; (iii) the Election Form
previously completed and submitted by you to Nautica; and (iv) the Notice to
Withdraw from the Offer (collectively, the "Exchange Offer Documents"), all of
which are incorporated herein by reference. The documents described herein
reflect the entire agreement between you and Nautica with respect to this
transaction. This Promise may only be amended by means of a writing signed by
you and a duly authorized officer of Nautica.

                                                      NAUTICA ENTERPRISES, INC.

                                                      By:_______________________
                                                      Name:
                                                      Title:



Dated:______________________________