Exhibit 10.2


 


AMENDED AND
RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT


 


THIS AMENDED
AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) dated as
of January 27, 2006, is made by and between The J. Jill Group, Inc., a
Delaware corporation (“J. Jill”; J. Jill and its Subsidiaries being hereafter
referred to as the “Company”), and Olga L. Conley (the “Executive”).


 


WHEREAS, the
Company and the Executive are parties to a Change In Control Severance
Agreement dated December 21, 2005 (the “Prior Agreement”) and now desire
to amend and restate the Prior Agreement in its entirety; and


 


WHEREAS the
Company considers it essential to the best interests of its stockholders to
foster the continuous employment of key management personnel; and


 


WHEREAS the
Board of Directors of J. Jill recognizes that, as is the case with many
publicly held corporations, the possibility of a Change in Control (as defined
in the last Section hereof) exists and that such possibility, and the
uncertainty and questions which it may raise among management, may result in
the departure or distraction of management personnel to the detriment of the
Company and its stockholders; and


 


WHEREAS the
Board has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of members of the Company’s
management, including the Executive, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from
the possibility of a Change in Control;


 


NOW THEREFORE,
in consideration of the promises and the mutual covenants herein contained, the
Company and the Executive hereby agree as follows:


 


1.             Defined Terms.
The definition of capitalized terms used in this Agreement is provided in the
last Section hereof.


 


2.             Term of Agreement.
This Agreement shall commence on the date hereof and shall continue in effect
through December 31, 2006; provided, however, that commencing on January 1,
2007 and each January 1 thereafter, the term of this Agreement shall automatically
be extended for one additional year unless, not later than December 1 of
the preceding year, the Company or the Executive shall have given notice not to
extend this Agreement or a Change in Control shall have occurred prior to such January 1;
provided, however, if a Change in Control shall have occurred during the term
of this Agreement, this Agreement shall continue in effect for a period of not
less than twenty-four (24) months beyond the month in which such Change in
Control occurred.


 


3.             Company’s
Covenants Summarized. In order to induce the Executive to remain in the
employ of the Company and in consideration of the Executive’s covenants set
forth in Section 4 hereof, the Company agrees, under the conditions
described herein, to pay the Executive the Severance Payments and the other
payments and benefits described herein in the event the Executive’s employment
with the Company is terminated following a Change in Control and during the
term of this Agreement. No amount or benefit shall be payable under this
Agreement unless there shall have been (or, under the terms hereof, there shall
be deemed to


 

















 


have been) a
termination of the Executive’s employment with the Company following a Change
in Control. This Agreement shall not be construed as creating an express or
implied contract of employment and, except as otherwise agreed in writing
between the Executive and the Company, the Executive shall not have any right
to be retained in the employ of the Company.


 


4.             The Executive’s
Covenants.


 


4.1           The
Executive agrees that, subject to the terms and conditions of this Agreement,
in the event of a Potential Change in Control during the term of this
Agreement, the Executive will remain in the employ of the Company until the
earliest of (i) a date which is six (6) months from the date of such
Potential Change of Control, (ii) the date of a Change in Control, (iii) the
date of termination by the Executive of the Executive’s employment for Good
Reason (determined by treating the Potential Change in Control as a Change in
Control in applying the definition of Good Reason), or by reason of death,
Disability or Retirement, or (iv) the termination by the Company of the
Executive’s employment for any reason.


 


4.2           The
Executive agrees that, during the Executive’s employment with the Company and
for a period of one year after the termination of the Executive’s employment
with the Company for any reason, the Executive will not directly or indirectly
solicit, attempt to hire, or hire any employee of the Company (or any person
who may have been employed by the Company during the last year of the term of
the Executive’s employment with the Company), or assist in such hiring by any
other person or business entity or encourage, induce or attempt to induce any
such employee to terminate his or her employment with the Company.


 


5.             Compensation Other
Than Severance Payments.


 


5.1           Following a Change in
Control and during the term of this Agreement, during any period that the
Executive fails to perform the Executive’s full-time duties with the Company as
a result of incapacity due to physical or mental illness, the Company shall pay
the Executive’s full salary to the Executive at the rate in effect at the
commencement of any such period, together with all compensation and benefits
payable to the Executive under the terms of any compensation or benefit plan,
program or arrangement maintained by the Company during such period, until the
Executive’s employment is terminated by the Company for Disability.


 


5.2           If the Executive’s
employment shall be terminated for any reason following a Change in Control and
during the term of this Agreement, the Company shall pay the Executive’s full
salary to the Executive through the Date of Termination at the rate in effect
at the time the Notice of Termination is given, together with all compensation
and benefits payable to the Executive through the Date of Termination under the
terms of any compensation or benefit plan, program or arrangement maintained by
the Company during such period.


 


5.3           If the Executive’s
employment shall be terminated for any reason following a Change in Control and
during the term of this Agreement, the Company shall pay to the Executive any
such post-termination compensation and benefits as are due to the Executive
under any applicable separation, severance or employment agreement between the
Company and the Executive (“Post-Termination Payments”) as such payments become
due; provided that in no


 


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event shall
any Post-Termination Payments be paid if the Executive is entitled to the
Severance Payments (as defined in Section 6.1) as a result of such
termination.


 


6.             Severance Payments.


 


6.1           If the Executive’s
employment is terminated following a Change in Control and during the term of
this Agreement, unless such termination is (i) by the Company for Cause, (ii) by
reason of death or Disability or (iii) by the Executive without Good
Reason, and provided that the seven-day revocation period described in Section 6.6
has expired without revocation of the Release and Waiver by the Executive, the
Company shall pay the Executive the payments described in this Section 6.1
(the “Severance Payments”) in addition to the payments and benefits described
in Sections 5.1 and 5.2 hereof (but not Section 5.3 hereof).  The Executive’s employment shall be deemed to
have been terminated following a Change in Control by the Company without Cause
or by the Executive with Good Reason if the Executive’s employment is
terminated prior to a Change in Control without Cause at the direction of a
Person who has entered into an agreement with the Company the consummation of
which will constitute a Change in Control or if the Executive terminates his
employment with Good Reason prior to a Change in Control (determined by
treating a Potential Change in Control as a Change in Control in applying the
definition of Good Reason) if the circumstance or event which constitutes Good
Reason occurs at the direction of such Person.


 


(A)          In
lieu of any further salary payments to the Executive for periods subsequent to
the Date of Termination and in lieu of any severance benefit otherwise payable
to the Executive, the Company shall pay to the Executive a lump sum severance
payment, in cash, equal to (i) two times the Executive’s annual base
salary as approved by the Compensation Committee of the Board to be paid to the
Executive (or, if the Executive’s annual base salary is not presented for
approval at the Compensation Committee level, then as otherwise established by
J. Jill or one of its Subsidiaries) with respect to the year in which the Date
of Termination occurs, plus (ii) two times the maximum bonus amount
payable to the Executive under all Bonus Plans with respect to the year (or any
portion thereof) in which the Date of Termination occurs, treating any and all
performance goals under such Bonus Plans as having been met.


 


(B)           Notwithstanding
any provision of any Bonus Plan, the Company shall pay to the Executive a lump
sum amount, in cash, equal to the sum of (i) any incentive compensation
which has been allocated or awarded to the Executive for a completed year or
other measuring period preceding the Date of Termination under any such Bonus
Plan but has not yet been paid (pursuant to Section 5.2 hereof or
otherwise), and (ii) a pro rata portion to the Date of Termination of the
maximum bonus amount payable to the Executive under all Bonus Plans with
respect to the year (or any portion thereof) in which the Date of Termination
occurs, treating any and all performance goals under such Bonus Plans as having
been met and calculated by multiplying such maximum bonus amount by a fraction,
the numerator of which is the number of days in such year (or portion thereof)
which elapsed to the Date of Termination and the denominator of which is the
number of days in such year (or portion thereof).


 


(C)           For
a twenty-four (24) month period after the Date of Termination, the Company
shall arrange to provide the Executive with life, disability, accident and
health insurance benefits substantially similar to the life, disability,
accident and health insurance


 


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benefits which the Executive is receiving immediately prior to the
Notice of Termination (without giving effect to any reduction in such benefits
subsequent to a Change in Control which reduction constitutes Good
Reason).  Benefits otherwise receivable
by the Executive pursuant to this Section 6.1(C) shall be reduced to
the extent comparable benefits are actually received by or made available to
the Executive without cost during the twenty-four (24) month period following
the Executive’s termination of employment (and any such benefits actually
received by the Executive shall be reported to the Company by the Executive).


 


6.2           The payments provided
for in Section 6.1 (other than Section 6.1(C)) hereof shall be made
not later than the fifth (5th) day following the expiration of the seven-day
revocation period described in Section 6.6 without revocation of the
Release and Waiver by the Executive, unless the Company determines in good
faith that such payments are required to be delayed for a period of six (6) months
in order to satisfy the requirements of Internal Revenue Code
§409A(a)(2)(B)(i), in which case the Company shall so advise the Executive, and
such payments shall be made on the earlier of (i) six (6) months
after the Date of Termination or (ii) the death of the Executive.


 


6.3           If the Executive’s
employment is terminated following a Change in Control and during the term of
this Agreement, unless such termination is (i) by the Company for Cause, (ii) by
reason of death or Disability or (iii) by the Executive without Good
Reason, all outstanding stock options held by the Executive for the purchase of
shares of Common Stock of J. Jill shall immediately become vested in full.  The Executive agrees not to exercise the
portion of such stock options for which vesting has been accelerated until the
seven-day revocation period described in Section 6.6 has expired without
revocation of the Release and Waiver by the Executive, and any such exercise
before the seven-day revocation period has expired without revocation of the
Release and Waiver by the Executive shall be null and void.  The Executive’s employment shall be deemed to
have been terminated following a Change in Control by the Company without Cause
or by the Executive with Good Reason if the Executive’s employment is
terminated prior to a Change in Control without Cause at the direction of a
Person who has entered into an agreement with the Company the consummation of
which will constitute a Change in Control or if the Executive terminates his
employment with Good Reason prior to a Change in Control (determined by
treating a Potential Change in Control as a Change in Control in applying the
definition of Good Reason) if the circumstance or event which constitutes Good
Reason occurs at the direction of such Person.


 


6.4           (i)            If
any payment or benefit made available to the Executive in connection with a
Change in Control (including, without limitation, any payment made pursuant to
any long-term incentive plans, stock option or equity participation right
plans) or termination of the Executive’s employment following a Change in
Control (in either category, a “Change in Control Payment”) is subject to the
Excise Tax (as hereinafter defined), the Company shall pay to the Executive
additional amounts (the “Gross Up Amounts”) such that the total amount of all
Change in Control Payments net of the Excise Tax shall equal the total amount
of all Change in Control Payments to which the Executive would have been
entitled if the Excise Tax had not been imposed. For purposes of this Section 6.4,
the term “Excise Tax” shall mean the tax imposed by Section 4999 of the
Code and any similar tax that may hereafter be imposed.


 


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(ii)           The
Gross Up Amounts due to the
Executive under this Section 6.4 shall be estimated by a nationally
recognized firm of certified public accountants selected by the individual
holding the position of Chief Financial Officer of the Company immediately
before the Change in Control or such officer’s designee, at any time that the
Executive is to receive a Change in Control Payment.  The Gross Up Amounts will be based upon the
following assumptions:


 


(A)          all Change in Control Payments shall be deemed to be “parachute payments”
within the meaning of Section 280G(b)(2) of the Code, and all “excess
parachute payments” shall be deemed to be subject to the Excise Tax except to
the extent that, in the opinion of the certified public accountants charged
with estimating the Gross Up Amounts for the Executive under this Section 6.4,
such Change in Control Payments are not subject to the Excise Tax; and


 


(B)           the Executive shall be deemed to pay federal, state and local taxes at
the highest marginal rate of taxation for the applicable calendar year.


 


(iii)          The estimated Gross Up Amount due the Executive with respect to any
Change in Control Payment pursuant to this Section 6.4 shall be paid to
the Executive in a lump sum not later than thirty (30) business days after such
Change in Control Payment is provided to the Executive.  In the event that the Gross Up Amount is less
than the amount actually due to the Executive under this Section 6.4, the
amount of any such shortfall shall be paid to the Executive within ten (10) days
after the existence of the shortfall is discovered.  In the event the Gross Up Amount is more than
the amount actually due the Executive under this Section 6.4, the
Executive shall repay the amount of such overpayment to the Company within a
reasonable time after the overpayment is discovered.


 


6.5           The Severance Payments
and other benefits provided for in this Section 6 are in addition to any
other payments or benefits arising upon a Change of Control under any other
agreement or plan, program or arrangement maintained by the Company, other than
the Post-Termination Payments described in Section 5.3.


 


6.6           In return for the
Severance Payments and other benefits provided for in this Section 6, the
Executive agrees to execute the Release and Waiver in the form attached as Exhibit A
hereto, said Release and Waiver to include, without limitation, claims pursuant
to the Age Discrimination in Employment Act and all other claims, including
claims under federal and/or state law, arising out of or relating to the
Executive’s hiring, employment, or termination of employment.  For a period of seven days after the
Executive has executed such Release and Waiver, the Executive may revoke the
Release and Waiver.  The Release and
Waiver shall become effective, and the Severance Payments and other benefits
provided for in this Section 6 shall become due, only upon the expiration
of the seven-day revocation period without revocation of the Release and Waiver
by the Executive.  Notwithstanding the
foregoing, the Company and the Executive agree that the terms of this Agreement
shall survive the Release and Waiver and that claims to enforce the terms of
this Agreement are not discharged by the Release and Waiver.


 


5

















 


7.             Termination
Procedures and Compensation During Dispute.


 


7.1           Notice of
Termination. After a Change in Control and during the term of this
Agreement, any purported termination of the Executive’s employment (other than
by reason of death) shall be communicated by written Notice of Termination from
one party hereto to the other party hereto in accordance with Section 10
hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a
notice which indicates the specific termination provision in this Agreement
relied upon and sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under
the provision so indicated. Further, a Notice of Termination for Cause must
include a copy of a resolution duly adopted by the affirmative vote of not less
than two-thirds of the entire membership of the Board at a meeting of the Board
which was called and held for the purpose of considering such termination
(after reasonable notice to the Executive and an opportunity for the Executive,
together with the Executive’s counsel, to be heard before the Board) finding
that, in the good faith opinion of the Board, the Executive was guilty of
conduct set forth in clause (i) or (ii) of the definition of Cause
herein, and specifying the particulars thereof in detail.


 


7.2           Date of Termination.
“Date of Termination,” with respect to any purported termination of the
Executive’s employment after a Change in Control and during the term of this
Agreement, shall mean (i) if the Executive’s employment is terminated for
Disability, thirty (30) days after Notice of Termination is given (provided
that the Executive shall not have returned to the full-time performance of the
Executive’s duties during such thirty (30) day period), and (ii) if the
Executive’s employment is terminated for any other reason, the date specified
in the Notice of Termination (which, in the case of a termination by the
Company, shall not be less than thirty (30) days (except in the case of a
termination for Cause) and, in the case of a termination by the Executive,
shall not be less than fifteen (15) days nor more than sixty (60) days,
respectively, from the date such Notice of Termination is given).


 


7.3           Dispute Concerning
Termination. If prior to the Date of Termination (as determined without
regard to this Section 7.3), the party receiving a Notice of Termination
notifies the other party that a dispute exists concerning the termination, the
Date of Termination shall be the date on which the dispute is finally resolved,
either by mutual written agreement of the parties or by a final judgment, order
or decree (which is not appealable or with respect to which the time for appeal
therefrom has expired and no appeal has been perfected) of a court of competent
jurisdiction; provided, however, that the Date of Termination shall be extended
by a notice of dispute only if such notice is given in good faith and the party
giving such notice pursues the resolution of such dispute with reasonable
diligence.


 


7.4           Compensation During
Dispute. If a purported termination occurs following a Change in Control
and during the term of this Agreement, and such termination is disputed in
accordance with Section 7.3 hereof, the Company shall continue to pay the
Executive the full compensation in effect when the notice giving rise to the
dispute was given (including, but not limited to, salary) and continue the
Executive as a participant in all compensation, benefit and insurance plans in
which the Executive was participating when the notice giving rise to the
dispute was given, until the dispute is finally resolved in accordance with Section 7.3
hereof. Amounts paid under this Section 7.4 are in addition to all other
amounts due under this


 


6

















 


Agreement (other than those due under Section 5.2 hereof) and
shall not be offset against or reduce any other amounts due under this
Agreement.


 


8.             No Mitigation.
The Company agrees that, if the Executive’s employment by the Company is
terminated during the term of this Agreement, the Executive is not required to
seek other employment or to attempt in any way to reduce any amounts payable to
the Executive by the Company pursuant to Section 6 or Section 7.4
hereof. Further, the amount of any payment or benefit provided for in Section 6
(other than Section 6.1(C)) or Section 7.4 hereof shall not be
reduced by any compensation earned by the Executive as the result of employment
by another employer, by retirement benefits, by offset against any amount
claimed to be owed by the Executive to the Company, or otherwise.


 


9.             Successors;
Binding Agreement.


 


9.1           In addition to any
obligations imposed by law upon any successor to J. Jill, J. Jill will require
any successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business or assets of J. Jill
to expressly assume and agree to perform this Agreement in the same manner and
to the same extent that J. Jill would be required to perform it if no such
succession had taken place. Failure of J. Jill to obtain such assumption and
agreement prior to the effectiveness of any such succession shall be a breach
of this Agreement and shall entitle the Executive to compensation in the same
amount and on the same terms as the Executive would be entitled to hereunder if
the Executive were to terminate the Executive’s employment for Good Reason
after a Change in Control, except that, for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination.


 


9.2           This Agreement shall
inure to the benefit of and be enforceable by the Executive’s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive shall die while any amount would still
be payable to the Executive hereunder (other than amounts which, by their
terms, terminate upon the death of the Executive) if the Executive had
continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to the executors, personal
representatives or administrators of the Executive’s estate.


 


10.           Notices.  For the purpose of this Agreement, notices
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when delivered or when mailed by
United States registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth below, or to such other address
as either party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective only upon
actual receipt:


 


To the Company:


 


The J. Jill Group, Inc.


4 Batterymarch Park


Quincy, Massachusetts  02169-7468


Attention: President and CEO


 


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with a copy to:


 


David R. Pierson, Esq.


Foley Hoag LLP


Seaport World Trade Center West


155 Seaport Boulevard


Boston, Massachusetts 02210-2600


 


To the Executive:


 


Olga L. Conley


31 Mary’s Lane


Scituate, Massachusetts  02066


 


11.           Miscellaneous.  No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Executive and such officer as may be
specifically designated by the Board.  No
waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.  No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not expressly set forth in this
Agreement.  This Agreement supersedes the
Prior Agreement in its entirety.  The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the Commonwealth of Massachusetts, without regard to
its principles of conflicts of laws.  All
references to sections of the Exchange Act shall be deemed also to refer to any
successor provisions to such sections. Any payments provided for hereunder
shall be paid net of any applicable withholding required under federal, state
or local law and any additional withholding to which the Executive has agreed.
The obligations of the Company and the Executive under Sections 6 and 7 hereof
shall survive the expiration of the term of this Agreement.


 


12.           Validity. The
invalidity or unenforceability or any provision of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in full force and effect.


 


13.           Counterparts.
This Agreement may be executed in several counterparts, each of which shall be
deemed to be an original but all of which together will constitute one and the
same instrument.


 


14.           Settlement of
Disputes; Arbitration. All claims by the Executive for benefits under this
Agreement shall be directed to and determined by the Board and shall be in
writing. Any denial by the Board of a claim for benefits under this Agreement
shall be delivered to the Executive in writing and shall set forth the specific
reasons for the denial and the specific provisions of this Agreement relied
upon. The Board shall afford a reasonable opportunity to the Executive for a
review of the decision denying a claim and shall further allow the Executive to
appeal to the Board a decision of the Board within sixty (60) days after
notification by the Board


 


8

















 


that the
Executive’s claim has been denied. Any further dispute or controversy arising
under or in connection with this Agreement shall be settled exclusively by
arbitration in Boston, Massachusetts, in accordance with the rules of the
American Arbitration Association then in effect.  Judgment may be entered on the arbitrator’s
award in any court having jurisdiction; provided, however, that the Executive
shall be entitled to seek specific performance of the Executive’s right to be
paid until the Date of Termination during the pendency of any dispute or controversy
arising under or in connection with this Agreement.


 


15.           Definitions. For
purposes of this Agreement, the following terms shall have the meanings
indicated below:


 


(A)          “Beneficial
Owner” shall have the meaning defined in Rule 13d-3 under the Exchange
Act.


 


(B)           “Board”
shall mean the Board of Directors of J. Jill.


 


(C)           “Bonus
Plan” shall mean a J. Jill incentive compensation plan, supplemental bonus
plan or other bonus or supplementary compensation plan or arrangement
applicable to the Executive.


 


(D)          “Cause”
for termination by the Company of the Executive’s employment, after any Change
in Control, shall mean (i) the willful and continued failure by the
Executive to substantially perform the Executive’s duties with the Company
(other than any such failure resulting from the Executive’s incapacity due to
physical or mental illness or any such actual or anticipated failure after the
issuance of a Notice of Termination for Good Reason by the Executive pursuant
to Section 7.1 hereof) after a written demand for substantial performance
is delivered to the Executive by the Board, which demand specifically
identifies the manner in which the Board believes that the Executive has not
substantially performed the Executive’s duties, or (ii) the willful
engaging by the Executive in conduct which is demonstrably and materially
injurious to the Company, monetarily or otherwise. For purposes of clauses (i) and
(ii) of this definition, no act, or failure to act, on the Executive’s
part shall be deemed “willful” unless done, or omitted to be done, by the
Executive not in good faith and without reasonable belief that the Executive’s
act, or failure to act, was in the best interest of the Company.


 


(E)           A
“Change in Control” shall be deemed to have occurred if the conditions set
forth in any one of the following paragraphs shall have been satisfied:


 


(I)         any Person becomes the
Beneficial Owner, directly or indirectly, of securities of J. Jill representing
50% or more of the combined voting power of J. Jill’s then outstanding securities;
or


 


(II)       during any period of two (2) consecutive
years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Board and any
new director (other than a director designated by a Person who has entered into
an agreement with J. Jill to effect a transaction described in clause (I),
(III) or (IV) of this paragraph) whose election by the Board or nomination for
election by J. Jill’s stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in


 


9

















 


office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved (a “Continuing Director”),
cease for any reason to constitute a majority thereof; or


 


(III)      the stockholders of J. Jill
approve a merger or consolidation of J. Jill with any other corporation, other
than (i) a merger or consolidation which would result in the voting securities
of J. Jill outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities
of the surviving entity) at least 50% of the combined voting power of the
voting securities of J. Jill or such surviving entity outstanding immediately
after such merger or consolidation, or (ii) a merger or consolidation
effected to implement a recapitalization of J. Jill (or similar transaction) in
which no Person acquires more than 50% of the combined voting power of the
Company’s then outstanding securities; or


 


(IV)      the stockholders of J. Jill
approve a plan of complete liquidation of J. Jill or an agreement for the sale
or disposition by J. Jill of all or substantially all J. Jill’s assets.


 


The foregoing
to the contrary notwithstanding, a Change in Control shall not be deemed to
have occurred with respect to the Executive if the Executive is “part of a
purchasing group” which consummates the Change in Control transaction. The
Executive shall be deemed “part of a purchasing group” for purposes of the
preceding sentence if the Executive is an equity participant or has agreed to
become an equity participant in the purchasing company or group (except for (i) passive
ownership of less than 5% of the stock of the purchasing company or (ii) ownership
of equity participation in the purchasing company or group which is otherwise
not deemed to be significant, as determined prior to the Change in Control by a
majority of the non-employee Continuing Directors).


 


(F)           “Change
in Control Payment” shall have the meaning stated in Section 6.4
hereof.


 


(G)           “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


(H)          “Company”
shall mean J. Jill and its Subsidiaries.


 


(I)            “Date
of Termination” shall have the meaning stated in Section 7.2 hereof.


 


(J)            “Disability”
shall be deemed the reason for the termination by the Company of the Executive’s
employment, if, as a result of the Executive’s incapacity due to physical or
mental illness, the Executive shall have been absent from the full-time
performance of the Executive’s duties with the Company for a period of six (6) consecutive
months, the Company shall have given the Executive a Notice of Termination for
Disability, and, within thirty (30) days after such Notice of Termination is
given, the Executive shall not have returned to the full-time performance of
the Executive’s duties.


 


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(K)          “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time
to time.


 


(L)           “Excise
Tax” shall have the meaning stated in Section 6.4 hereof.


 


(M)         “Executive”
shall mean the individual named in the first paragraph of this Agreement.


 


(N)          “Good
Reason” for termination by the Executive of the Executive’s employment
shall mean the occurrence (without the Executive’s express written consent) of
any one of the following acts by the Company, or failures by the Company to
act, unless, in the case of any act or failure to act described in paragraph
(I), (V), (VI), (VII), or (VIII) below, such act or failure to act is corrected
prior to the Date of Termination specified in the Notice of Termination given
in respect thereof:


 


(I)       the assignment to the
Executive of any duties inconsistent with the Executive’s status as a senior
officer of the Company or a substantial adverse alteration in the nature or
status of the Executive’s responsibilities from those in effect immediately
prior to the Change in Control;


 


(II)      a reduction by the Company
in the Executive’s annual base salary as in effect on the date hereof or as the
same may be increased from time to time;


 


(III)     the Company’s requiring that
the Executive’s principal place of business be at an office located more than
25 miles from (i) the site of the Executive’s principal place of business
immediately prior to the Change in Control or (ii) Scituate,
Massachusetts, except for required travel on the Company’s business to an
extent substantially consistent with the Executive’s present business travel
obligations;


 


(IV)     the failure by the Company,
without the Executive’s consent, to pay to the Executive any portion of the
Executive’s then current compensation, or to pay to the Executive any portion
of an installment of deferred compensation under any deferred compensation
program of the Company, within seven (7) days of the date such
compensation is due;


 


(V)      the failure by the Company
to continue in effect any compensation plan in which the Executive participates
immediately prior to the Change in Control which is material to the Executive’s
total compensation, unless an equitable arrangement (embodied in an ongoing
substitute or alternative plan) has been made with respect to such plan, or the
failure by the Company to continue the Executive’s participation therein (or in
such substitute or alternative plan) on a basis not materially less favorable,
both in terms of the amount of benefits provided and the level of the Executive’s
participation relative to other participants, as existed at the time of the
Change in Control;


 


(VI)     the failure by the Company to
continue to provide the Executive with benefits substantially similar to those
enjoyed by the Executive under any of the Company’s pension, life insurance,
medical, health and accident, or disability plans in which the Executive was
participating at the time of the Change in Control, the taking of any action by
the


 


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Company which
would directly or indirectly materially reduce any of such benefits or deprive
the Executive of any material fringe benefit enjoyed by the Executive at the
time of the Change in Control, or the failure by the Company to provide the
Executive with the number of paid vacation days to which the Executive is
entitled on the basis of years of service with the Company in accordance with
the Company’s normal vacation policy in effect at the time of the Change in
Control; or


 


(VII)   any purported termination of
the Executive’s employment which is not effected pursuant to a Notice of
Termination satisfying the requirements of Section 10 hereof; for purposes
of this Agreement, no such purported termination shall be effective.


 


The Executive’s
right to terminate the Executive’s employment for Good Reason shall not be
affected by the Executive’s incapacity due to physical or mental illness. The
Executive’s continued employment shall not constitute consent to, or a waiver
of rights with respect to, any act or failure to act constituting Good Reason
hereunder.


 


(O)          “Gross
Up Amounts” shall have the meaning stated in Section 6.4 hereof.


 


(P)           “J.
Jill” shall mean The J. Jill Group, Inc. and any successor to its
business or assets which assumes and agrees to perform this Agreement by
operation of law, or otherwise (except in determining, under Section 15(E) hereof,
whether or not any Change in Control of J. Jill has occurred in connection with
such succession).


 


(Q)          “Notice
of Termination” shall have the meaning stated in Section 7.1 hereof.


 


(R)           “Person”
shall have the meaning given in Section 3(a)(9) of the Exchange Act,
as modified and used in Sections 13(d) and 14(d) thereof; provided,
however, that a Person shall not include (i) J. Jill or any of its
Subsidiaries, (ii) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, or (iv) a
corporation owned, directly or indirectly, by the stockholders of J. Jill in
substantially the same proportions as their ownership of stock of J. Jill.


 


(S)           “Post-Termination
Payments” shall have the meaning stated in Section 5.3 hereof.


 


(T)           A
“Potential Change in Control” shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall have been
satisfied:


 


(I)       J. Jill enters into an
agreement, the consummation of which would result in the occurrence of a Change
in Control;


 


(II)      J. Jill or any Person
publicly announces an intention to take or to consider taking actions which, if
consummated, would constitute a Change in Control;


 


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(III)     any Person who is or becomes
the Beneficial Owner, directly or indirectly, of securities of J. Jill
representing at least 20% or more of the combined voting power of J. Jill’s
then outstanding securities increases such Person’s beneficial ownership of
such securities by 5% or more over the percentage so owned by such Person on
the date hereof; or


 


(IV)     the Board adopts a resolution
to the effect that, for purposes of this Agreement, a Potential Change in
Control has occurred.


 


The foregoing
to the contrary notwithstanding, a Potential Change in Control shall not be
deemed to have occurred with respect to the Executive if (i) the event
first giving rise to the Potential Change in Control involves a publicly
announced transaction or publicly announced proposed transaction which at the
time of the announcement has not been previously approved by the Board and (ii) the
Executive is “part of a purchasing group” proposing the transaction.  The Executive shall be deemed “part of a
purchasing group” for purposes of the preceding sentence if the Executive is an
equity participant or has agreed to become an equity participant in the
purchasing company or group (except for (i) passive ownership of less than
5% of the stock of the purchasing company or (ii) ownership of equity
participation in the purchasing company or group which is otherwise not deemed
to be significant, as determined prior to the Potential Change in Control by a
majority of the non-employee Continuing Directors).


 


(U)          “Severance
Payments” shall mean those payments described in Section 6.1 hereof.


 


(V)           “Subsidiary”
shall mean any corporation, partnership, limited liability company or other
entity, at least a majority of the outstanding voting shares or controlling
interest of which is at the time directly or indirectly owned or controlled
(either alone or through Subsidiaries or together with Subsidiaries) by J. Jill
or another Subsidiary.


 


[signature page follows]


 


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IN WITNESS
WHEREOF, the parties have executed this Amended and Restated Change In Control
Severance Agreement as of the date first above written.


 


	
   

  	
  THE J. JILL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Gordon R. Cooke

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  
	
   

  	
   

  
	
   

  	
  /s/ Olga L. Conley

  	
   

  
	
   

  	
  Olga L. Conley

  



 


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EXHIBIT A


 


GENERAL
RELEASE AND WAIVER OF ALL CLAIMS


(INCLUDING
AGE DISCRIMINATION IN EMPLOYMENT ACT CLAIMS)


 


In consideration of the payment, benefits and
other agreements set forth in the Amended and Restated Change In Control
Severance Agreement dated January 27, 2006 between The J. Jill Group, Inc.
(“J. Jill”) and Olga L. Conley (the “Executive”) to which this General Release
and Waiver Of All Claims is attached (the “Agreement”), the Executive, for
herself and for her heirs, executors, estates, agents, representatives,
attorneys, insurers, successors and assigns (collectively, the “Releasors”),
hereby voluntarily releases and forever discharges J. Jill and its subsidiaries
(direct and indirect), affiliates, related companies, divisions, and
predecessor and successor companies (J. Jill and such subsidiaries, affiliates,
related companies, divisions and predecessor and successor companies being
collectively referred to as the “Company”), and each of its and their present,
former and future shareholders, officers, directors, employees, agents,
representatives, attorneys, insurers, heirs, successors and assigns in their
capacities as such (J. Jill, its subsidiaries, affiliates, related companies,
divisions and predecessor and successor companies and its and their present,
former and future shareholders, officers, directors, employees, agents,
representatives, attorneys, insurers, heirs, successors and assigns in their
capacities as such being collectively referred to as the “Releasees”) from all
actions, causes of action, suits, debts, sums of money, accounts, covenants,
contracts, agreements, promises, damages, judgments, demands and claims which
the Releasors ever had, or now have, or hereafter can, shall or may have, for,
upon or by reason of any matter or cause whatsoever arising from the beginning
of the world to the date of the execution of this Release and Waiver, whether
known or unknown, in law or equity, whether statutory or common law, whether
federal, state, local or otherwise, including but not limited to claims arising
out of or in any way related to the Executive’s employment by the Company
(including her hiring), or the termination of that employment, whether as a
contractor or employee, or any related matters (including but not limited to
claims, if any, arising under the Age Discrimination in Employment Act of 1967,
as amended, the Civil Rights Act of 1866, Title VII of the Civil Rights Act of
1964, as amended, the Civil Rights Act of 1991, as amended, the Americans With
Disabilities Act of 1990, as amended, the Family and Medical Leave Act of 1993,
the Immigration Reform and Control Act of 1986, the Massachusetts Law Against
Discrimination (Mass. Gen. Laws ch. 151B§1 et  seq.), the
Massachusetts Payment of Wages Act, the Massachusetts Civil and Equal Rights
Acts, and federal or Massachusetts laws, statutes and regulations, including
common or constitutional law).


 


The Executive represents and
warrants that the Executive knowingly and voluntarily waives all rights or
claims arising prior to the Executive’s execution of this Release and Waiver
that the Executive may have against the Releasees, or any of them, to receive
any payment, benefit or remedial relief as a consequence of an action brought
on the Executive’s behalf in any state or federal agency and/or as a
consequence of any litigation concerning any facts alleged in any such action.


 


The Executive further represents
that:


 


(a)           The
Company has advised the Executive to consult with an attorney of the Executive’s
choosing concerning the rights waived in this Release and Waiver.  The


 


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Executive has carefully read and fully
understands this Release and Waiver, and is voluntarily entering into this
Release and Waiver.


 


(b)           The Executive understands that the Executive has 21
days to review this Release and Waiver prior to its execution.  If at any time prior to the end of the 21 day
period, the Executive executes this Release and Waiver, the Executive
acknowledges that such early execution is a knowing and voluntary waiver of the
Executive’s right to consider this Release and Waiver for at least 21 days and
is due to the Executive’s belief that the Executive has had ample time in which
to consider and understand this Release and Waiver and in which to review this
Release and Waiver with an attorney.


 


(c)           The Executive understands that, for a period of seven
days after the Executive has executed this Release and Waiver, the Executive
may revoke this Release and Waiver by giving notice in writing of such
revocation to the Company in accordance with Section 10 of the
Agreement.  If at any time after the end
of the seven-day period the Executive accepts any of the payments or benefits
provided described in Section 6 of the Agreement, such acceptance will
constitute an admission by the Executive that the Executive did not revoke this
Release and Waiver during the revocation period and will further constitute an admission
by the Executive that this Release and Waiver has become effective and
enforceable.


 


(d)           The Executive understands the effect of this Release
and Waiver and that the Executive gives up any rights the Executive may have,
in particular but without limitation, under the Federal Age Discrimination in
Employment Act and the Massachusetts Law Against Discrimination (Mass. Gen.
Laws ch. 151B§1 et  seq.).


 


(e)           The Executive understands that the Executive is
receiving benefits pursuant to the Agreement that the Executive would not
otherwise be entitled to if the Executive did not enter into this Release and
Waiver.


 


(f)            The
Executive acknowledges that the severance pay and associated benefits specified
in the Agreement represent all payments and benefits owed to the Executive and
that upon receipt of said payments and benefits, the Executive shall have
received all payments and benefits owed to the Executive in connection with the
Executive’s employment with the Company and that no additional payments or benefits
are due.


 


Signed and sealed this          
day of                ,
200  .


 


Please note that you may revoke this Release
and Waiver within 7 days of signing, in which case this Release and Waiver
shall be void.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Olga L. Conley

  



 


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