**Exhibit10.32**

 

**Agreement to ProtectCorporate Property**

 

In consideration of my employment with The J. Jill Group, Inc. (“J.Jill”), I agree to the following:

 

1.               **Confidential Information**. While employed byJ. Jill and /or one or more of itssubsidiaries (J. Jill and such subsidiaries referred to collectively as the “Company”)and thereafter, I will not, directly or indirectly, use any ConfidentialInformation other than pursuant to my employment by and for the benefit of theCompany, or disclose any Confidential Information (i) to anyone outside of theCompany other than to the Company’s professional advisors on a need to knowbasis, (ii) to employees of the Company other than on a need to know basis, or(iii) as required by law or court order. For purposes of this Agreement “ConfidentialInformation” includes but is not limited to all information that relates to theCompany’s past, present and future businesses, products, technologies,customers, vendors, distribution methods, databases, computer systems, employees(including information about salaries, benefits and other information personalto employees), hiring and training practices, operations and marketingstrategies and all trade secrets, proprietary information, know-how, data,designs, patterns, specifications, processes, financial or business records,business or financial plans, personnel records, marketing materials, customerlists or other customer or prospective customer information and other technicalor business information (and any tangible evidence, record or representationthereof), whether conceived, developed or otherwise made by me or any employeeof the Company or received by the Company from an outside source, which is inthe possession of the Company, which in any way relates to the past, present orfuture business of the Company, which is maintained in confidence by theCompany, or which might be of use to competitors or harmful to the Company orits customers, if disclosed. “Confidential Information” does not includeinformation that the Company has voluntarily disclosed to the public withoutrestriction, which has otherwise lawfully entered the public domain without myparticipation or fault, or which is otherwise generally known by persons ofcomparable experience in the women’s retail apparel industry.

 

2.               **Ownership of Corporate Property**. Allequipment, documents, information and other property that I receive or developin 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 myefforts in the course of my employment belong exclusively to the Company and Iwill not retain any rights in any such work product. I agree to return allproperty and information immediately and without keeping any copies when myemployment terminates for any reason. This section does not restrict my use ofthe general knowledge that I acquire through the course of my employment by theCompany so long as such knowledge does not constitute Confidential Informationor Intellectual Property.

 

3.               **Assignment of Intellectual Property**. Iassign, and agree to assign, to the Company all my right, title and interestthroughout the world in and to all Intellectual Property and to anythingtangible that evidences, incorporates, constitutes, represents or records anyIntellectual Property. I agree that all Intellectual Property will constituteworks made for hire under copyright laws of the United States. I assign, andagree to assign, to the Company all copyrights, patents and other proprietaryrights I may have in any Intellectual Property, together with the right to filefor and/or own wholly without restriction United States and foreign patents,trademarks, and copyrights. I waive, and agree to waive, all moral rights orproprietary rights in or to any Intellectual Property and, to the extent thatsuch rights may not be waived, agree not to assert such rights against theCompany or its licensees, successors or assigns. For purposes of this Agreement“Intellectual Property” includes but is not limited to: (i) all ConfidentialInformation 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 ofauthorship, products, and other works of creative authorship, or parts thereofconceived, developed or otherwise made by me, alone or jointly with others andin 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 myemployment, whether or not patentable or subject to copyright protection andwhether or not reduced to tangible form or reduced to practice during theperiod of my employment with the Company, whether or not made during my regularworking hours, whether or not made on the Company’s premises, and whether ornot disclosed by me to the Company.

 

4.               **Certification of Information and Property**. Ihereby certify Exhibit A sets forth any and all confidential informationand intellectual property that I claim as my own or otherwise intend to excludefrom this Agreement because it was developed by me prior to the date of thisAgreement. I understand that after execution of this Agreement I will have noright to exclude confidential information or intellectual property from thisAgreement.

 

5.               **Non-Competition**. During my employment withthe Company and (A) for a period of one year after termination of my employmentwith the Company if my employment is terminated by me for any reason or by theCompany for

 

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Cause (as defined below), or (B) for the Severance PayPeriod (as defined below), if any, if my employment is terminated by theCompany for any reason other than for Cause, I will not, on my own behalf, oras owner, manager, stockholder (except as a holder of not more than fivepercent of the stock of a publicly held company), consultant, independentcontractor, director, officer, or employee of any specialty retailer orspecialty catalog company (regardless of its form of organization and includinga division of an organization if the division is operating a specialty retailor catalog business) participate, directly or indirectly, in any capacity, inany business activity that targets the same or similar customer demographics asand is in competition with the Company. (For example, the restrictions setforth in the previous sentence would restrict you from working for (i) aspecialty retailer or specialty catalog company that targets the same orsimilar customer demographics as and is in competition with the Company, (ii) adivision of a specialty retailer or specialty catalog company if that divisiontargets the same or similar customer demographics as and is in competition withthe Company, even though other divisions of the specialty retailer or specialtycatalog company do not target the same or similar customer demographics as andare not in competition with the Company, or (iii) a division of a generalretailer, such as a department store, if the division is engaged in a specialtyretail or specialty catalog business that targets the same or similar customerdemographics as and is in competition with the Company. They would not restrictyou from working for (i) a specialty retailer or specialty catalog company thatdoes not target the same or similar customer demographics as and is not incompetition with the Company, (ii) a division of a specialty retailer orspecialty catalog company if that division does not target the same or similarcustomer demographics as and is not in competition with the Company, eventhough other divisions of the specialty retailer or specialty catalog companydo target the same or similar customer demographics as and are in competitionwith the Company, or (iii) a general retailer, such as a department store, aslong as you are not working for a division of that general retailer that isengaged in a specialty retail or specialty catalog business that targets thesame or similar customer demographics as and is in competition with theCompany.) The restrictions in this Section 5 extend to all geographic areas inwhich the Company conducts business. The restriction set forth in subsection(A) of this Section 5 will not apply to any termination of my employment withthe Company that occurs following the second anniversary of my employment startdate. For purposes of this Agreement, “Cause” means (i) any act or omission toact by me which has a material and adverse effect on the Company’s business oron my ability to perform services for the Company, or (ii) any material misconductor material neglect of my duties in connection with the business or affairs ofthe Company; and the “Severance Pay Period” means any period during or withrespect to which I am receiving severance payments from the Company at a rateper month at least equal to my base salary rate per month immediately prior tomy termination. If I receive a lump sum severance payment or severance paymentsthat are not specifically tied to my base salary, the Severance Pay Period willbe a number of months calculated by dividing the aggregate severance paymentsto be made to me by my monthly base salary immediately before the terminationof my employment, rounded up or down to the nearest whole number. The Company’srights under this Section 5 may not be assigned by the Company without myconsent, except to any direct or indirect subsidiary of any entity affiliatedwith J. Jill.

 

6.               **Non-Solicitation**. During my employment withthe Company and for a period of one year after the termination of my employmentwith 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 anyperson who may have been employed by the Company during the last year of theterm of my employment with the Company), or assist in such hiring by any otherperson or business entity or encourage, induce or attempt to induce any suchemployee to terminate his or her employment with the Company or (ii) affect tothe Company’s detriment any relationship of the Company with any customer,supplier or employee of the Company, or cause any customer or supplier torefrain from entrusting additional business to the Company or any affiliate. Forexample, with respect to (i) above, I will not inform any such employee of ajob opportunity with me or any other company, or suggest that any person orentity contact any such employee to discuss or mention such a job opportunity.

 

7.               **Miscellaneous**.

 

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

 

•                  Myobligations under this Agreement will survive the termination of my employmentwith the Company regardless of the manner of or reasons for such termination,and regardless of whether such termination constitutes a breach of any otheragreement I may have with the Company.

 

•                  Ifany provision of this Agreement will be determined to be unenforceable by anycourt of competent jurisdiction by reason of its extending for too great a periodof time or over too large a geographic area or over too great a range of

 

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activities, it will beinterpreted to extend only over the maximum period of time, geographic area orrange of activities as to which it may be enforceable. Any invalid, illegal orunenforceable provision of this Agreement will be severable, and after any suchseverance, all other provisions hereof will remain in full force and effect.

 

•                  Inthe event the Company has reason to believe this Agreement has or may bebreached, I acknowledge and consent that this Agreement may be disclosed to mythen current or prospective employer without risk or liability to the Company. Iacknowledge and agree that violation of this Agreement by me would causeirreparable harm to the Company not adequately compensable by money damagesalone, and I therefore agree that, in addition to all other remedies availableto the Company at law, in equity or otherwise, the Company will be entitled toinjunctive relief to prevent an actual or threatened violation of thisAgreement and to enforce the provisions hereof, without showing or proving anyactual damage to the Company or posting any bond in connection therewith.

 

•                  Exceptwith respect to Section 5 above, this Agreement may be assigned by the Companywithout my consent.

 

•                  ThisAgreement becomes effective as of the first date of my employment with theCompany.

 

•                  ThisAgreement will be governed by, and construed and enforced in accordance with,the laws of The Commonwealth of Massachusetts, without regard to its principlesof conflict of laws. I consent to the personal jurisdiction and venue ofMassachusetts state and federal courts.

 

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

 
| Signature:             | /s/  John Fiske |   |
|------------------------|-----------------|--------|
|                   |
| Name:  John Fiske |
|                   |
| Date:                  | 2/8/05          |   |
|                        |                 |        |  |  |

 

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**EXHIBITA**

 

# **Excluded Confidential Information and IntellectualProperty**

 

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**EXHIBITB**

 

# **ExcludedAgreements**

 

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