**Exhibit10.28**

 

**Agreement to ProtectCorporate Property**

 

In consideration of my receipt of a stock option on or about the datehereof from 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 to anyone outside of theCompany other than to the Company’s professional advisors on a need to knowbasis or as required by law. 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, hiring and training practices, operations and marketing strategiesand all trade secrets, proprietary information, know-how, data, designs,patterns, specifications, processes, financial or business records, business orfinancial plans, marketing materials, customer lists or other customer or prospectivecustomer information and other technical or business information (and anytangible evidence, record or representation thereof), whether conceived,developed or otherwise made by me or any employee of the Company or received bythe 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 theCompany, which is maintained in confidence by the Company, or which might be ofuse to competitors or harmful to the Company or its customers, if disclosed. “ConfidentialInformation” does not include information which the Company has voluntarilydisclosed to the public without restriction, which has otherwise lawfullyentered the public domain without my participation or fault, or which isotherwise generally known by persons of comparable experience in the women’sretail 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 have acquired through the course of my employmentby the Company so long as such knowledge does not constitute ConfidentialInformation or 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, programsor 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 notreduced to tangible form or reduced to practice during the period of myemployment with the Company, whether or not made during my regular workinghours, whether or not made on the Company’s premises, and whether or notdisclosed 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.

 

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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 Cause (as defined below), or (B) for the Severance Pay Period (asdefined below), if any, if my employment is terminated by the Company for anyreason 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 thestock of a publicly held company), consultant, independent contractor,director, officer, or employee of any specialty retailer or specialty catalogcompany (regardless of its form of organization and including a division of anorganization if the division is operating a specialty retail or catalogbusiness) participate, directly or indirectly, in any capacity, in any businessactivity that targets the same or similar customer demographics as and is incompetition with the Company. (For example, the restrictions set forth in the previoussentence would restrict you from working for (i) a specialty retailer or specialtycatalog company that targets the same or similar customer demographics as andis in competition with the Company, (ii) a division of a specialty retailer orspecialty catalog company if that division targets the same or similar customerdemographics as and is in competition with the Company, even though otherdivisions of the specialty retailer or specialty catalog company do not targetthe same or similar customer demographics as and are not in competition withthe Company, or (iii) a division of a general retailer, such as a departmentstore, if the division is engaged in a specialty retail or specialty catalogbusiness that targets the same or similar customer demographics as and is incompetition with the Company. They would not restrict you from working for (i)a specialty retailer or specialty catalog company that does not target the sameor similar customer demographics as and is not in competition with the Company,(ii) a division of a specialty retailer or specialty catalog company if thatdivision does not target the same or similar customer demographics as and isnot in competition with the Company, even though other divisions of thespecialty retailer or specialty catalog company do target the same or similarcustomer demographics as and are in competition with the Company, or (iii) ageneral retailer, such as a department store, as long as you are not workingfor a division of that general retailer that is engaged in a specialty retailor specialty catalog business that targets the same or similar customerdemographics as and is in competition with the Company.) The restrictions inthis Section 5 extend to all geographic areas in which the Company conductsbusiness. The restrictions set forth in subsections (A) and (B) of this Section5 will not apply to any termination of my employment with the Company thatoccurs after three years from the date of this Agreement. For purposes of thisAgreement, “Cause” means (i) any act or omission to act by me which has amaterial and adverse effect on the Company’s business or on my ability toperform services for the Company, or (ii) any material misconduct or materialneglect 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 whichI am receiving severance payments from the Company at a rate per month at leastequal to my base salary rate per month immediately prior to my termination. IfI receive a lump sum severance payment or severance payments that are not specificallytied to my base salary, the Severance Pay Period will be a number of monthscalculated by dividing the aggregate severance payments to be made to me by mymonthly base salary immediately before the termination of my employment,rounded up or down to the nearest whole number. The Company’s rights under thisSection 5 may not be assigned by the Company without my consent, except to anydirect or indirect subsidiary of any entity affiliated with 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**.

 

•      This Agreementcontains the entire and only agreement between the Company and me with respectto its subject matter, superseding any previous oral or written communications,representations, understandings, or agreements with the Company concerning suchsubject matter. The foregoing notwithstanding, this Agreement will neithersupersede, nor affect any of my obligations under, the Agreements (if any)listed on Exhibit B. Nothing in this Agreement in any way affects myobligations under The J. Jill Group, Inc. Code of Business Conduct and Ethics. ThisAgreement may not be amended, in whole or in part, except by an instrument inwriting signed by the Company and me.

 

•      My obligationsunder this Agreement will survive the termination of my employment with theCompany regardless of the manner of or reasons for such termination, andregardless of whether such termination constitutes a breach of any otheragreement I may have with the Company.

 

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

 

•      In the eventthe Company has reason to believe this Agreement has or may be breached, Iacknowledge and consent that this Agreement may be disclosed to my then currentor prospective employer without risk or liability to the Company. I acknowledgeand agree that violation of this Agreement by me would cause irreparable harmto the Company not adequately compensable by money damages alone, and Itherefore agree that, in addition to all other remedies available to theCompany 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.

 

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

 

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

 
| Signature:         | /s/  Peter Clinch |   |
|--------------------|-------------------|--------|
|               |
| Name: Peter Clinch |
|               |
| Date:              | 12/7/04           |   |
|                    |                   |        |  |  |

 

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**EXHIBITA**

 

# **Excluded Confidential Information and IntellectualProperty**

 

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**EXHIBITB**

 

# **Excluded Agreements**

# ** **

None.

 

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