Exhibit 10.1


 


December 7,
2005


 


 


Stephen L. Pearson


Executive Vice President/Merchandising and
Product Development

14 Holly Circle

Weston, Massachusetts 02493


 


Dear Steve:


 


This letter agreement confirms the understanding between you and The J.
Jill Group, Inc. (the “Company” or “J. Jill”) relating to the termination
of your employment with the Company.


 


1.  Resignation
and Cooperation in Transition.  
You hereby resign your position as Executive Vice President/ Merchandising
and Product Development and from all other offices you hold with the Company or
any of its subsidiaries or affiliates, effective as of December 7, 2005
(the “Resignation Date”).  Your
resignation shall be effective regardless of the continued effectiveness of
this letter agreement.  Thereafter
through January 20, 2006 (the “Termination Date”), you shall remain an
employee of the Company and shall make yourself available upon reasonable
request by the Company and at mutually agreeable times to assist in
transitioning your former responsibilities to the person or persons designated
by the Company to receive them on an as needed basis.  Your employment shall terminate on the
Termination Date.  From and after the Resignation
Date, your obligations to the Company and the Company’s obligations to you
shall be solely those provided for in this letter agreement, inclusive of the
exhibits attached hereto.


 


2.  Severance
Pay and Associated Benefits.


 


(a)  Severance Pay.  Subject to your continuing compliance with
the provisions of Sections 5,  6 and 10(c) of
this letter agreement and the provisions of the Agreement
to Protect Corporate Property, effective as of December 10, 2004,
between the Company and you (the “Agreement to Protect Corporate Property”), on
the date seven days after execution of this letter agreement by you as set
forth in Section 9(c) hereof, provided that the seven-day revocation
period has run without revocation by you, the Company will make a lump sum
payment to you in the gross amount of your annual base salary, i.e. $400,000 (the “Severance Payment”),
subject to the provisions of Section 2(m) below.


 


(b)  Salary Continuation. 
After the Resignation Date, your compensation shall continue at the
current rate of $400,000 per year through the Termination Date and you shall
also be entitled to continue all benefits provided to employees on the same
basis on which you have been receiving them through the Termination Date,
subject to the provisions of Section 2(m) below and further subject to
your continuing (i) compliance with the provisions of Sections 5, 6 and 10(c) of
this letter agreement and the Agreement to Protect Corporate Property, and (ii) 


 





















 


fulfillment of your
responsibilities to transition your former responsibilities in accordance with
the provisions of Section 1 above.


 


(c)  Supplemental Compensation Other Than Severance Pay.  In the event a Change in
Control (as defined below) shall occur at any time during the period from the
Resignation Date through and including December 31, 2006 (the “Supplemental
Compensation Period”), you will be paid supplemental compensation, in the
lump-sum amount of $729,552.00, not later than the fifth business day following
the occurrence of such Change in Control, subject to (i) the provisions of
Section 2(m) below; (ii) your
continuing compliance with the provisions of Sections 4, 5, 6, 8 and 10(c) of
this letter agreement and of the Agreement to Protect Corporate Property; and (iii) your
executing the Release and Waiver of Claims that is attached hereto as Exhibit C.


 


For purposes of this Section 2(c), 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 (as defined below)
becomes the beneficial owner as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, directly or indirectly, of securities of J.
Jill (not including in the securities beneficially owned by such Person any
securities acquired directly from J. Jill or its affiliates) representing 50%
or more of the combined voting power of J. Jill’s then outstanding securities;
or


 


(II)           during the Supplemental Compensation
Period individuals who at the beginning of such period constitute the Board of
Directors of J. Jill (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 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 you if you are “part of a purchasing group”
which 


 


2





















 


consummates the Change in Control
transaction. You shall be deemed “part of a purchasing group” for purposes of
the preceding sentence if you are an equity participant or have 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 nonemployee Continuing Directors).


 


For purposes
of this Section 2(c), the term “Person” shall have the meaning given in Section 3(a)(9) of
the Securities Exchange Act of 1934, as amended; 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, (iiii) 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.


 


In addition, in the event a Change in Control shall not have
occurred during the Supplemental Compensation Period — but during the
Supplemental Compensation Period the Company shall have entered into an
agreement or series of related agreements that will result in a Change in
Control, as defined in subparagraph (I) above, when the transactions
contemplated by such agreement or agreements are consummated, and such transactions
are consummated and result in a Change in Control, as defined in subparagraph
(I) above, on or before March 31, 2007 — you will be paid supplemental
compensation in the lump-sum amount of $729,552.00 not later than the
fifth (5th) day following such Change in Control, subject
to the provisions of Section 2(m) below and further subject to your continuing compliance with the provisions of
Sections 5, 6 and 10(c) of this letter agreement and the Agreement to
Protect Corporate Property. 
Notwithstanding the foregoing, you understand and
agree that, if any such Change in Control is not consummated, no supplemental
compensation will be paid to you pursuant to this Section 2(c).


 


(d)  Stock Options.  The Company has previously issued to you
certain stock options under the Company’s 2001 Incentive and Non-Statutory
Stock Option Plan, which are summarized in Exhibit A.  You have thirty days from the Termination
Date to exercise any such options that vested during your employment.  You shall forfeit any options unvested as of
the Termination Date.


 


(e)  Medical Insurance.  Your rights under the so-called COBRA statute
(which gives you the right to continue to participate in the Company’s group
medical and dental plans for a period of time at your own expense) shall become
effective as of the Termination Date. 
For the period of eighteen (18) months from the Termination Date, or
until you become eligible for group medical and/or dental plans from a new
employer offering substantially equal insurance, whichever is sooner, and subject to your continuing compliance with
the provisions of Sections 5, 6 and 10(c) of this letter agreement and the
Agreement to Protect Corporate Property, the Company will pay the
same portion of the premium for your existing medical and/or dental insurance
as it would have paid (and you will pay the same portion of the premium for
such insurance as you would have paid) if you had continued to be employed at
the Company.  You will notify the Company’s
Human Resources Department in writing within 72 hours of accepting 


 


3





















 


any such
reemployment with such insurance eligibility. 
Nothing herein shall prevent the Company from making changes in its
medical and dental insurance plans, to the extent that such changes are
generally applicable to employees of the Company.


 


(f)  401(k) Plan.  Your eligibility to participate in the
Company’s 401(k) Plan terminates on the Termination Date.


 


(g)  Deferred Compensation Plans.  Your right to participate in the Company’s Deferred
Compensation Plans terminates on the Termination Date.  You will be paid your vested account balance
as of the Termination Date in accordance with the terms of the Plans.


 


(h)  Executive Term Life Insurance.  Premiums on the executive term life insurance
policy maintained by the Company for your benefit are paid quarterly and have
been paid through the coverage period ending February 17, 2006.  If you wish to continue coverage under this
policy after February 17, 2006, you will need to pay the premiums for
subsequent periods in accordance with the terms of the policy.


 


(i)  Group Life and Disability
Insurance. 
Your coverage under the group term life insurance and disability
insurance policies maintained by the Company for employees terminates on the
Termination Date.  You will be provided
with information regarding your rights, if any, with regard to continuing your
basic life insurance coverage on an individual basis.


 


(j)  Supplemental
Long-Term Disability Insurance.  Premiums
on the executive supplemental long-term disability insurance policy maintained
by the Company for your benefit are paid monthly and will be paid through the
coverage period ending January 31, 2006. 
If you wish to continue coverage under this policy after January 31,
2006, you will need to pay the premiums for subsequent periods in accordance
with the terms of the policy.


 


(k)  Vacation
Pay.  You
will continue to accrue vacation benefits through the Termination Date, at
which time you will have accrued 89.23 hours of unused vacation for which you
will be paid the gross amount of $17,160.71, subject to the provisions of Section 2(m)
below.  Thereafter, you shall not accrue
or be entitled to any additional vacation benefits.


 


(l)  No
Other Pay or Benefits.  You acknowledge that the Company has previously
paid all amounts payable to you under all other compensation or reimbursement
arrangements, if any.  From and after the
Termination Date you shall have no right to compensation or benefits, including
benefits accrual, beyond those specifically provided for in this letter
agreement.


 


(m)  Withholdings.  The
Company may deduct from the payments described in Section 2 and any other
payments otherwise due to you under this letter agreement, such legally
required withholdings, payments and/or deductions as may be required.


 


4





















 


3.  Releases.


 


(a)  General Release and Waiver.  In return for the
payments and benefits provided to you as set forth in Sections 2(a), (b), (c) and
(e) above, you agree to execute (in accordance with the provisions of Section 9
below) the final and binding general General Release and Waiver of all claims
(the “General Release and Waiver”) in the form attached hereto as Exhibit B
to this letter agreement, said General Release and Waiver to include claims
against age discrimination and all other claims arising out of or relating to
your hiring, employment, or termination of employment.  Notwithstanding the foregoing, the Company
and you agree that the terms of this letter agreement shall survive the General
Release and Waiver and that claims to enforce the terms of this letter
agreement are not discharged by said General Release and Waiver.


 


(b)  Release and Waiver.  In addition to the
foregoing General Release and Waiver, and in return for the payments and
benefits provided to you as set forth in Section 2(c) above, you
agree to execute (in accordance with the provisions of Sections 9(a) and 9(e) below)
the final and binding Release and Waiver of Claims (the “Release and Waiver”)
in the form attached hereto as Exhibit C to this letter agreement,
said Release and Waiver to encompass claims of defamation.


 


4.  Return
of Company Property and Retrieval of Personal Effects.   On or before the close of business on the Termination
Date, or such later date as the Company may agree:  (i) you will return to the Company all
property of the Company, including without limitation all tangible work product
and including any keys, passwords, reference materials, books, audit or other
specialized software, Company documents and files, computers, laptops and
computer disks or files, if any, in your possession, custody or control; and (ii) you
will retrieve from the Company all of your personal effects.


 


5.  Nondisparagement.   You agree not to take any action or make
any statement, written or oral, which disparages the Company, its directors or
officers, or its management, business or personnel practices, or which disrupts
or impairs the Company’s normal operations. 
The Company and its executive officers agree not to take any action or
make any statement, written or oral, which disparages you.  The provisions of this Section 5 shall
not apply to any truthful statement required to be made by you, or by the
Company or its executive officers, in any legal proceeding, required filing
pursuant to the securities laws, or pursuant to any governmental or regulatory
investigation.


 


6.  Covenant
Not to Sue/Encourage Third Party Action.  Except as otherwise provided in this Section 6,
you represent and warrant that you have never commenced or filed, and covenant
and agree never to commence, file, aid, solicit or in any way prosecute or
cause to be commenced or prosecuted against the Releasees (as defined in the
General Release and Waiver) the bringing of any legal proceeding or the making
of any legal claim against the Company by any state or federal agency or by any
applicant for employment, employee or former employee of the Company (“third
party action”), and further you shall not reveal any information about the
Company to be used for, and shall not testify in, any third party action except
as required to do so by properly issued subpoena and then only after giving the
Company a reasonable opportunity to review any such subpoena and oppose the giving
of any such testimony.  Notwithstanding the 


 


5





















 


foregoing, the Company and
you agree that this letter agreement will not affect the rights and
responsibilities of the U.S. Equal Employment Opportunity Commission, the
Securities and Exchange Commission, or any other federal or state agency to
enforce laws subject to such agencies enforcement authority, and further agree
that this letter agreement will not be used to justify interfering with your
right to participate in an investigation or proceeding conducted by such
agencies.  You represent and warrant that you knowingly and voluntarily
waive all rights or claims arising prior to your execution of this letter
agreement that you 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 your behalf in any such agency and/or as a consequence of any
litigation concerning any facts alleged in any such action.


 


7.  Remedies.  You
acknowledge and agree that your obligations arising under Sections 4, 5 and 6
above are of the essence to this letter agreement and that your breach of any
of these obligations, or of your obligations under the Agreement to Protect
Corporate Property, which is incorporated herein by reference, will terminate
the Company’s obligations to you under Section 2 of this letter
agreement.  Should you commit a breach of
any such obligations, you shall further be required to pay back to the Company
the full value of any benefit that you have derived under Sections 2
above.  You further acknowledge and
affirm that money damages cannot adequately compensate the Company for any
breach by you of Sections 4, 5 and 6 of this letter agreement or of the
Agreement to Protect Corporate Property, and that the Company is entitled to
equitable relief in any Massachusetts or other court of competent jurisdiction
to prevent or otherwise restrain any actual or threatened breach of the
provisions of such Sections or of the Agreement to Protect Corporate Property,
and/or to compel specific performance of, or other compliance with, the terms
of this letter agreement or the Agreement to Protect Corporate Property.


 


8.  Non-Assignment.  You
warrant and represent to the Company that you have not heretofore assigned or
transferred or attempted to assign or transfer to any person any claim or
matter recited in the General Release and Waiver or any part or portion
thereof, and agree to indemnify and hold harmless the Releasees from and against
any claim, demand, damage, debt, liability, account, reckoning, obligation,
cost, expense (including the payment of attorney’s fees and costs actually
incurred whether or not litigation be commenced), lien, action and cause of
action, based on, in connection with, or arising out of any such assignment or
transfer or attempted assignment or transfer.


 


9.  Representations
and Recitals.  You represent that:


 


(a)  The Company has advised you to consult with an
attorney of your choosing concerning the rights waived in this letter
agreement.  You have carefully read and
fully understand this letter agreement, and are voluntarily entering into this
letter agreement and providing the General Release and Waiver attached hereto
as Exhibit B and the Release and Waiver attached hereto as Exhibit C.


 


(b)  You understand that you have 21 days to review this
letter agreement and the General Release and Waiver prior to their
execution.  If at any time prior to the
end of the 21 day period, you execute this letter agreement and the General
Release and Waiver, you acknowledge that such early execution is a knowing and
voluntary waiver of your right to consider this letter agreement and the
General Release and Waiver for at 


 


6





















 


least
21 days and is due to your belief that you have had ample time in which to
consider and understand this letter agreement and the General Release and
Waiver and in which to review this letter agreement and the General Release and
Waiver with an attorney.


 


(c)  You understand that, for a period of seven (7) days
after you have executed this letter agreement and the General Release and
Waiver, you may revoke the letter agreement and the General Release and Waiver
by giving notice in writing of such revocation to the Company, c/o Chairman of
the Board of Directors at the Company’s headquarters, with a copy to David R.
Pierson, Foley Hoag LLP, Seaport World Trade Center West, 155 Seaport Blvd.,
Boston, Massachusetts 02210.  If at any
time after the end of the seven-day period you accept any of the payments or
benefits provided by the Company as described in Section 2 of this letter
agreement, such acceptance will constitute an admission by you that you did not
revoke this letter agreement or the General Release and Waiver during the
revocation period and will further constitute an admission by you that this
letter agreement and the General Release and Waiver have become effective and
enforceable.


 


(d)  You understand the effect of the General Release and
Waiver and that you give up any rights you 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)  You understand that you are receiving benefits
pursuant to this letter agreement that you would not otherwise be entitled to
if you did not enter into this letter agreement and execute the General Release
and Waiver that is Exhibit B hereto.  You further understand and agree that you
will not be entitled to receive, and shall not receive, the supplemental
compensation described in Section 2(c) of this letter agreement if
you do not enter into this letter agreement and execute the General Release and
Waiver that is Exhibit B hereto and the Release and Waiver that is Exhibit C
hereto.


 


10.  Miscellaneous.


 


(a)  Successors and Assigns.   This letter agreement shall be binding upon
and inure to the benefit of the respective legal representatives, heirs,
successors, assigns, and present and former employees and agents of the parties
hereto to the extent permitted by law.


 


(b)  Attorneys Fees.  Each party shall bear his or its own attorney’s
fees and expenses.


 


(c)  Challenge to Validity of
Agreement. 
After the revocation period of seven (7) days described in Section 9(c) of
this letter agreement has expired, this letter agreement and the General
Release and Waiver shall be forever binding. 
You acknowledge that you may hereafter discover facts not now known to
you relating to your hire, employment or cessation of employment, and agree
that this letter agreement, the General Release and Waiver, and the Release and
Waiver shall remain in effect notwithstanding any such discovery of any such
facts.  You shall not bring a proceeding
to challenge the validity of this letter agreement, the General Release and
Waiver, and the Release and Waiver. 
Should you do so notwithstanding this 


 


7





















 


Section 10(c),
you will first be required to pay back to the Company all remuneration received
pursuant to Section 2 hereof.


 


(d)  Governing Law.  This letter agreement shall be interpreted in
accordance with and governed for all purposes by the substantive laws and
public policy of the Commonwealth of Massachusetts, without giving effect to
its choice or conflict of law provisions.


 


(e)  Complete Agreement; Modification.  This letter agreement recites the full terms
of the understanding between us, and supersedes any prior oral or written
understanding between us, relating to your employment with the Company or
severance payments and benefits to be made or provided to you following the
termination of your employment with the Company (including the employment
letter agreement between you and the Company dated May 23, 2003 and the
Severance Agreement between you and the Company dated November 13, 2003),
except the Agreement to Protect Corporate Property, which shall remain in
effect in accordance with its terms and is incorporated into this letter
agreement by reference and attached hereto as Exhibit D.  This letter agreement may be modified only in
a writing signed by both parties.


 


(f)  Execution.  This letter agreement may be executed in one
or more counterparts, each of which when so executed shall be deemed to be an
original, and all such counterparts together shall constitute but one and the
same instrument.


 


8





















 


Please note
that you have 21 days to accept the offer set forth herein, and may revoke your
acceptance within 7 days of signing as set forth in Section 9(c) above,
in which case this letter agreement (other than provisions 1 and 4, and the
Agreement to Protect Corporate Property) shall be void.


 


	
   

  	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Olga L.
  Conley

  	
   

  
	
   

  	
   

  	
  Olga L.
  Conley

  
	
   

  	
   

  	
  EVP/CAO &
  CFO

  
					



 


 


Agreed, accepted and signed this 19th day


of January, 2006 under seal:


 


 


	
  /s/ Stephen L. Pearson

  	
   

  
	
  Stephen L. Pearson

  



 


9





















 


EXHIBIT A


 


	
  OPTION 

  TYPE

  	
   

  	
  GRANT 

  DATE

  	
   

  	
  SHARES 

  GRANTED

  	
   

  	
  STRIKE 

  PRICE

  	
   

  	
  VESTED 

  @ 12/31/05

  	
   

  	
  EXERCISED

  	
   

  	
  VESTED 

  BALANCE

  	
   

  	
  FULLY 

  VESTED

  	
   

  	
  TERM 

  DATE

  	
   

  
	
  ISO

  	
   

  	
  6/4/2003

  	
   

  	
  18,000

  	
   

  	
  $

  	
  15.940

  	
   

  	
  12,000

  	
   

  	
  0

  	
   

  	
  12,000

  	
   

  	
  6/4/2006

  	
   

  	
  6/4/2013

  	
   

  
	
  NQO

  	
   

  	
  6/4/2003

  	
   

  	
  7,000

  	
   

  	
  $

  	
  15.940

  	
   

  	
  4,666

  	
   

  	
  0

  	
   

  	
  4,666

  	
   

  	
  6/4/2006

  	
   

  	
  6/4/2013

  	
   

  
	
  NQO

  	
   

  	
  10/20/2003

  	
   

  	
  25,000

  	
   

  	
  $

  	
  12.780

  	
   

  	
  16,666

  	
   

  	
  0

  	
   

  	
  16,666

  	
   

  	
  10/20/2006

  	
   

  	
  10/20/2013

  	
   

  
	
  NQO

  	
   

  	
  2/25/2004

  	
   

  	
  25,000

  	
   

  	
  $

  	
  15.510

  	
   

  	
  8,333

  	
   

  	
  0

  	
   

  	
  8,333

  	
   

  	
  2/25/2007

  	
   

  	
  2/25/2014

  	
   

  
	
  NQO

  	
   

  	
  12/10/2004

  	
   

  	
  25,000

  	
   

  	
  $

  	
  16.990

  	
   

  	
  25,000

  	
   

  	
  0

  	
   

  	
  25,000

  	
   

  	
  12/10/2004

  	
   

  	
  12/10/2014

  	
   

  
	
  NQO

  	
   

  	
  6/20/2005

  	
   

  	
  15,000

  	
   

  	
  $

  	
  14.730

  	
   

  	
  15,000

  	
   

  	
  0

  	
   

  	
  15,000

  	
   

  	
  6/20/2005

  	
   

  	
  6/20/2015

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  115,000

  	
   

  	
   

  	
   

  	
  81,665

  	
   

  	
  0

  	
   

  	
  81,665

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


EXHIBIT B


 


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 letter agreement dated December 7, 2005
between The J. Jill Group, Inc. (“the Company”) and Stephen L. Pearson (“Pearson”)
(to which this General Release and Waiver Of All Claims is attached), Pearson,
for himself and for his heirs, executors, estates, agents, representatives,
attorneys, insurers, successors and assigns (collectively, the “Releasors”),
hereby voluntarily releases and forever discharges (i) the Company and its
subsidiaries (direct and indirect), affiliates, related companies, divisions,
and predecessor and successor companies, (ii) in their capacities as such,
each of its and their present, former and future officers, directors and
employees, and (iii) in their capacities as such, each of the Company’s
and its subsidiaries’ (direct and indirect), affiliates’, related companies’,
divisions’, and predecessor and successor companies’ present, former and future
shareholders, agents, representatives, attorneys, insurers, heirs, successors
and assigns (collectively, 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 General 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 Pearson’s employment by the Company (including his 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, Massachusetts or
local laws, statutes and regulations, including common or constitutional
law).  Notwithstanding the foregoing,
nothing in this General Release and Waiver is intended to or does waive any
rights Pearson may have to enforce the terms of the above-referenced letter
agreement dated December 7, 2005.


 


Signed and sealed this 19th day of January,
2006.


 


 


	
   

  	
   

  	
  /s/ Stephen L. Pearson

  	
   

  
	
   

  	
   

  	
  Stephen L. Pearson

  



 





















 


EXHIBIT C


 


RELEASE AND
WAIVER OF CLAIMS


 


In consideration of the payment, benefits and
other agreements set forth in Section 2(c) of the letter agreement
dated December 7, 2005 between The J. Jill Group, Inc. (“the Company”)
and Stephen L. Pearson (“Pearson”) (to which this Release and Waiver Of Claims
is attached), Pearson, for himself and for his heirs, executors, estates,
agents, representatives, attorneys, insurers, successors and assigns
(collectively, the “Releasors”), hereby voluntarily releases and forever
discharges (i) the Company and its subsidiaries (direct and indirect),
affiliates, related companies, divisions, and predecessor and successor
companies, (ii) in their capacities as such, each of its and their
present, former and future officers, directors and employees, and (iii) in
their capacities as such, each of the Company’s and its subsidiaries’ (direct
and indirect), affiliates’, related companies’, divisions’, and predecessor and
successor companies’ present, former and future shareholders, agents,
representatives, attorneys, insurers, heirs, successors and assigns
(collectively, the “Releasees”) from all actions, causes of action, suits,
debts, sums of money, accounts, covenants, contracts, agreements, promises,
damages, judgments, demands and claims for breaches by the Releasees of Section 5
of that certain letter agreement referenced above (whether in the nature of
disparagement, defamation, libel, slander or otherwise) which the Releasors
ever had, or now have, or hereafter can, shall or may have against the
Releasees, 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.


 


Signed and sealed this             
day of                       ,
200   .


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Stephen L. Pearson

  



 


12





















 


EXHIBIT D


 


AGREEMENT
TO PROTECT CORPORATE PROPERTY


 


13





















 


Agreement to
Protect Corporate Property


 


In consideration of my receipt of a stock option on or about the date
hereof from The J. Jill Group, Inc. (“J. Jill”), I agree to the following:


 


1.               Confidential Information.  While employed by J. Jill and /or one or more of its subsidiaries (J.
Jill and such subsidiaries referred to collectively as the “Company”) and
thereafter, I will not, directly or indirectly, use any Confidential
Information other than pursuant to my employment by and for the benefit of the
Company, or disclose any Confidential Information to anyone outside of the
Company other than to the Company’s professional advisors on a need to know
basis or as required by law.  For
purposes of this Agreement “Confidential Information” includes but is not
limited to all information that relates to the Company’s past, present and
future businesses, products, technologies, customers, vendors, distribution
methods, databases, computer systems, employees, hiring and training practices,
operations and marketing strategies and all trade secrets, proprietary
information, know-how, data, designs, patterns, specifications, processes,
financial or business records, business or financial plans, marketing
materials, customer lists or other customer or prospective customer information
and other technical or business information (and any tangible evidence, record
or representation thereof), whether conceived, developed or otherwise made by
me or any employee of the Company or received by the Company from an outside
source, which is in the possession of the Company, which in any way relates to
the past, present or future business of the Company, which is maintained in
confidence by the Company, or which might be of use to competitors or harmful
to the Company or its customers, if disclosed.  
“Confidential Information” does not include information which the
Company has voluntarily disclosed to the public without restriction, which has
otherwise lawfully entered the public domain without my participation or fault,
or which is otherwise generally known by persons of comparable experience in
the women’s retail apparel industry.


 


2.               Ownership of Corporate Property.  All equipment, documents, information and
other property that I receive or develop in the course of my employment by the
Company, and all Confidential Information (as defined in Section 1) and
Intellectual Property (as defined in Section 3), will be and remain the
sole property of the Company.  The
products of all of my efforts in the course of my employment belong exclusively
to the Company and I will not retain any rights in any such work product.  I agree to return all property and
information immediately and without keeping any copies when my employment
terminates for any reason.  This section does
not restrict my use of the general knowledge that I have acquired through the
course of my employment by the Company so long as such knowledge does not
constitute Confidential Information or Intellectual Property.


 


3.               Assignment of Intellectual Property.  I
assign, and agree to assign, to the Company all my right, title and interest
throughout the world in and to all Intellectual Property and to anything
tangible that evidences, incorporates, constitutes, represents or records any
Intellectual Property.  I agree that all
Intellectual Property will constitute works made for hire under copyright laws
of the United States.  I assign, and
agree to assign, to the Company all copyrights, patents and other proprietary
rights I may have in any Intellectual Property, together with the right to file
for and/or own wholly without restriction United States and foreign patents,
trademarks, and copyrights.  I waive, and
agree to waive, all moral rights or proprietary rights in or to any
Intellectual Property and, to the extent that such rights may not be waived,
agree not to assert such rights against the Company or its licensees,
successors or assigns.  For purposes of
this Agreement “Intellectual Property” includes but is not limited to: (i) all
Confidential Information and (ii) all other business ideas and methods,
store concepts,  inventions, innovations,
developments, graphic designs (including, for example, catalog designs,
in-store signage and posters), web site designs, patterns, specifications,
procedures or processes, market research, databases, works of authorship,
products, and other works of creative authorship, or parts thereof conceived,
developed or otherwise made by me, alone or jointly with 


 


14





















 


others and in any way relating to the Company’s
past, present or proposed products, programs or services or to tasks assigned
to me during the course of my employment, whether or not patentable or subject
to copyright protection and whether or not reduced to tangible form or reduced
to practice during the period of my employment with the Company, whether or not
made during my regular working hours, whether or not made on the Company’s
premises, and whether or not disclosed by me to the Company.


 


4.               Certification of Information and Property.  I hereby certify Exhibit A sets
forth any and all confidential information and intellectual property that I
claim as my own or otherwise intend to exclude from this Agreement because it
was developed by me prior to the date of this Agreement.  I understand that after execution of this
Agreement I will have no right to exclude confidential information or
intellectual property from this Agreement.


 


5.               Non-Competition.  During my employment with the Company and (A) for
a period of one year after termination of my employment with the Company if my
employment is terminated by me for any reason or by the Company for Cause (as
defined below), or (B) for the Severance Pay Period (as defined below), if
any, if my employment is terminated by the Company for any reason other than
for Cause, I will not, on my own behalf, or as owner, manager, stockholder
(except as a holder of not more than five percent of the stock of a publicly
held company), consultant, independent contractor, director, officer, or
employee of any specialty retailer or specialty catalog company (regardless of
its form of organization and including a division of an organization if the
division is operating a specialty retail or catalog business) participate,
directly or indirectly, in any capacity, in any business activity that targets
the same or similar customer demographics as and is in competition with the
Company.  (For example, the restrictions
set forth in the previous sentence would restrict you from working for (i) a
specialty retailer or specialty catalog company that targets the same or
similar customer demographics as and is in competition with the Company, (ii) a
division of a specialty retailer or specialty catalog company if that division
targets the same or similar customer demographics as and is in competition with
the Company, even though other divisions of the specialty retailer or specialty
catalog company do not target the same or similar customer demographics as and
are not in competition with the Company, or (iii) a division of a general
retailer, such as a department store, if the division is engaged in a specialty
retail or specialty catalog business that targets the same or similar customer
demographics as and is in competition with the Company.  They would not restrict you from working for (i) a
specialty retailer or specialty catalog company that does not target the same
or similar customer demographics as and is not in competition with the Company,
(ii) a division of a specialty retailer or specialty catalog company if
that division does not target the same or similar customer demographics as and
is not in competition with the Company, even though other divisions of the
specialty retailer or specialty catalog company do target the same or similar
customer demographics as and are in competition with the Company, or (iii) a
general retailer, such as a department store, as long as you are not working
for a division of that general retailer that is engaged in a specialty retail
or specialty catalog business that targets the same or similar customer
demographics as and is in competition with the Company.)  The restrictions in this Section 5
extend to all geographic areas in which the Company conducts business.  The restrictions set forth in subsections (A) and
(B) of this Section 5 will not apply to any termination of my
employment with the Company that occurs after three years from the date of this
Agreement.  For purposes of this
Agreement, “Cause” means (i) any act or omission to act by me which has a
material and adverse effect on the Company’s business or on my ability to
perform services for the Company, or (ii) any material misconduct or
material neglect of my duties in connection with the business or affairs of the
Company; and the “Severance Pay Period” means any period during or with respect
to which I am receiving severance payments from the Company at a rate per month
at least equal to my base salary rate per month immediately prior to my
termination.  If I receive a lump sum
severance payment or severance payments that are not specifically tied to my
base salary, the Severance Pay 


 


15





















 


Period will be a number of months calculated
by dividing the aggregate severance payments to be made to me by my monthly
base salary immediately before the termination of my employment, rounded up or
down to the nearest whole number.  The
Company’s rights under this Section 5 may not be assigned by the Company
without my consent, except to any direct or indirect subsidiary of any entity
affiliated with J. Jill.


 


6.               Non-Solicitation.  During my employment with the Company and for
a period of one year after the termination of my employment with the Company
for any reason, I will not directly or indirectly (i) solicit, attempt to
hire, or hire any present or future employee of the Company (or any person who
may have been employed by the Company during the last year of the term of my
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 or (ii) affect to the
Company’s detriment any relationship of the Company with any customer, supplier
or employee of the Company, or cause any customer or supplier to refrain from
entrusting additional business to the Company or any affiliate.  For example, with respect to (i) above,
I will not inform any such employee of a job opportunity with me or any other
company, or suggest that any person or entity contact any such employee to
discuss or mention such a job opportunity.


 


7. 
Miscellaneous.


 


•                  This
Agreement contains the entire and only agreement between the Company and me
with respect to its subject matter, superseding any previous oral or written
communications, representations, understandings, or agreements with the Company
concerning such subject matter.  The
foregoing notwithstanding, this Agreement will neither supersede, nor affect
any of my obligations under, the Agreements (if any) listed on Exhibit B.  Nothing in this Agreement in any way affects
my obligations under The J. Jill Group, Inc. Code of Business Conduct and
Ethics.  This Agreement may not be
amended, in whole or in part, except by an instrument in writing signed by the
Company and me.


 


•                  My
obligations under this Agreement will survive the termination of my employment
with the Company regardless of the manner of or reasons for such termination,
and regardless of whether such termination constitutes a breach of any other
agreement I may have with the Company.


 


•                  If
any provision of this Agreement will be determined to be unenforceable by any
court of competent jurisdiction by reason of its extending for too great a
period of time or over too large a geographic area or over too great a range of
activities, it will be interpreted to extend only over the maximum period of
time, geographic area or range of activities as to which it may be
enforceable.  Any invalid, illegal or
unenforceable provision of this Agreement will be severable, and after any such
severance, all other provisions hereof will remain in full force and effect.


 


16





















 


•                  In
the event the Company has reason to believe this Agreement has or may be
breached, I acknowledge and consent that this Agreement may be disclosed to my
then current or prospective employer without risk or liability to the
Company.  I acknowledge and agree that
violation of this Agreement by me would cause irreparable harm to the Company
not adequately compensable by money damages alone, and I therefore agree that,
in addition to all other remedies available to the Company at law, in equity or
otherwise, the Company will be entitled to injunctive relief to prevent an
actual or threatened violation of this Agreement and to enforce the provisions
hereof, without showing or proving any actual damage to the Company or posting
any bond in connection therewith.


 


•                  Except
with respect to Section 5 above, this Agreement may be assigned by the
Company without my consent.


 


I have carefully read this Agreement, I understand it and agree to all
of its terms.  I acknowledge that I have
been given a copy of this Agreement.


 


 


	
  Signature:

  	
  /s/ Stephen L. Pearson

  	
   

  
	
   

  	
   

  
	
  Name: Stephen L. Pearson

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  12-8-04

  	
   

  
				



 


17





















 


EXHIBIT A


 


Excluded
Confidential Information and Intellectual Property


 


18





















 


EXHIBIT B


 


Excluded
Agreements


 


1.               Employment Letter
Agreement, dated May 3, 2003, between the Company and Stephen Pearson


 


2.               Severance
Agreement, dated November 13, 2003, between the Company and Stephen L.
Pearson


 


19