Exhibit
10.6


 


THE J. JILL GROUP, INC.

SECOND AMENDED AND RESTATED 1998 EMPLOYEE STOCK PURCHASE PLAN


 


1.                                       PURPOSE.


 


The J. Jill Group, Inc. Employee Stock Purchase Plan
(the “Plan”) is intended to provide a method whereby employees of The J. Jill
Group, Inc. (the “Company”) will have an opportunity to acquire an ownership
interest (or increase an existing ownership interest) in the Company through
the purchase of shares of the Common Stock of the Company.  It is the intention of the Company that the
Plan qualify as an “employee stock purchase plan” under Section 423 of the
Internal Revenue Code of 1986, as amended (the “Code”).  The provisions of the Plan shall,
accordingly, be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.


 


2.                                       DEFINITIONS.


 


(a)          “Compensation” means, for the purpose of any Offering pursuant
to this Plan, base pay in effect as of the Offering Commencement Date (as
hereinafter defined).  Base pay shall be
determined prior to any salary reduction contributions under a cafeteria plan
pursuant to Section 125 of the Code, any salary reduction amounts pursuant
to a qualified transportation fringe benefit program pursuant to Section 132(f)
of the Code, and any elective deferrals to a nonqualified deferred compensation
plan and to a cash or deferred plan pursuant to Section 401(k) of the Code.


 


(b)         “Board” means the Board of Directors of the Company.


 


(c)          “Committee” means the Compensation Committee of the Board.


 


(d)         “Common Stock” means the common stock, $.01 par value per share, of the
Company.


 


(e)          “Company” shall also include any Parent or Subsidiary of the Company
designated by the Board, unless the context otherwise requires.


 


(f)            “Employee” means any person who is customarily
employed at least 20 hours per week and more than five months in a calendar
year by the Company.


 


(g)         “Parent” shall mean any present or future corporation which is or would
constitute a “parent corporation” as that term is defined in Section 424
of the Code.


 


(h)         “Subsidiary” shall mean any present or future corporation which is or
would constitute a “subsidiary corporation” as that term is defined in Section 424
of the Code.


 


3.                                       ELIGIBILITY.


 


(a)          Participation in the Plan is completely voluntary.  Participation in any one or more of the
offerings under the Plan shall neither limit, nor require, participation in any
other offering.


 





















 


(b)         Each employee shall be eligible to participate in the Plan on the first
Offering Commencement Date, as hereafter defined, following the commencement of
employment with the Company. 
Notwithstanding the foregoing, no employee shall be granted an option
under the Plan:


 


(i)                 if, immediately after the grant, such
employee would own stock, and/or hold outstanding options to purchase stock,
possessing 5% or more of the total combined voting power or value of all
classes of stock of the Company or any Parent or Subsidiary; for purposes of
this Paragraph the rules of Section 424(d) of the Code shall apply in
determining stock ownership of any employee; or


 


(ii)              which permits his rights to purchase stock
under all Section 423 employee stock purchase plans of the Company and any
Parent or Subsidiary to exceed $25,000 of the fair market value of the stock
(determined at the time such option is granted) for each calendar year in which
such option is outstanding; for purposes of this Paragraph, the rules of Section 423(b)(8)
of the Code shall apply.


 


4.                                       OFFERING DATES.


 


The right to purchase stock
hereunder shall be made available by a series of one-year offerings (the “Offering”
or “Offerings”) to employees eligible in accordance with Paragraph 3
hereof.  The applicable date of
commencement (“Offering Commencement Date”) and date of termination (“Offering
Termination Date”) for each Offering shall be the first and the last business
day of each calendar year, respectively, unless the Committee, in its
discretion, determines otherwise. 
Participation in any one or more of the Offerings under the Plan shall
neither limit, nor require, participation in any other Offering.


 


5.                                       PARTICIPATION.


 


Any eligible employee may
become a participant by completing a payroll deduction authorization form
provided by the Company and filing it with the office of the Company’s
Treasurer 20 days prior to each applicable Offering Commencement Date, as
determined by the Committee pursuant to Paragraph 4, or such other period
as may be permitted by the Company in its sole discretion and which shall be
applicable in a uniform and nondiscriminatory manner.


 


6.                                       PAYROLL DEDUCTIONS.


 


(a)          At the time a participant files his authorization for a payroll
deduction, he shall elect to have deductions made from his pay on each payday
during any Offering in which he is a participant at a specified percentage of
his Compensation as determined on the applicable Offering Commencement Date;
said percentage shall be in increments of one percent up to a maximum
percentage of ten percent.


 


(b)         Payroll deductions for a participant shall commence on the applicable
Offering Commencement Date when his authorization for a payroll deduction
becomes effective and shall end on the Offering Termination Date of the
Offering to which such authorization is applicable unless sooner terminated by
the participant as provided in Paragraph 10.


 


(c)          All payroll deductions made for a participant shall be credited to his
account under the Plan.  A participant
may not make any separate cash payment into such account.


 


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(d)         A participant may withdraw from the Plan at any time during the
applicable Offering period.


 


7.                                       GRANTING OF OPTION.


 


(a)          On the Offering Commencement Date of each Offering, a participating
employee shall be deemed to have been granted an option to purchase a maximum
number of shares of the Common Stock equal to an amount determined as
follows:  85% of the market value per
share of the Common Stock on the applicable Offering Commencement Date shall be
divided into an amount equal to the percentage of the employee’s Compensation
which he has elected to have withheld (but no more than 10%) multiplied by the
employee’s Compensation over the Offering period.  Such market value per share of the Common
Stock shall be determined as provided in clause (i) of
Paragraph 7(b).


 


(b)         The option price of the Common Stock purchased with payroll deductions
made during each such Offering for a participant therein shall be the lower of:


 


(i)                85% of the closing price per share on the
Offering Commencement Date as reported by a nationally recognized stock exchange,
or, if the Common Stock is not listed on such an exchange, as reported by the
National Association of Securities Dealers Automated Quotation System (“Nasdaq”)
National Market System or, if the Common Stock is not listed on the Nasdaq
National Market System, 85% of the mean of the bid and asked prices per share
on the Offering Commencement Date or, if the Common Stock is not traded over
the counter, 85% of the fair market value on the Offering Commencement Date as
determined by the Committee; and


 


(ii)             85% of the closing price per share on the
Offering Termination Date as reported by a nationally recognized stock
exchange, or, if the Common Stock is not listed on such an exchange, as
reported by the Nasdaq National Market System or, if the Common Stock is not
listed on the Nasdaq National Market System, 85% of the mean of the bid and
asked prices per share on the Offering Termination Date or, if the Common Stock
is not traded over the counter, 85% of the fair market value on the Offering
Termination Date as determined by the Committee.


 


8.                                       EXERCISE OF OPTION.


 


(a)          Unless a participant gives written notice to the Treasurer of the
Company as hereinafter provided, his option for the purchase of Common Stock
with payroll deductions made during any Offering will be deemed to have been
exercised automatically on the Offering Termination Date applicable to such
Offering for the purchase of the number of full shares of Common Stock which
the accumulated payroll deductions in his account at that time will purchase at
the applicable option price (but not in excess of the number of shares for
which options have been granted the employee pursuant to Paragraph 7(a)),
and any excess in his account at that time, other than as described in
Paragraph 8(b), will be automatically returned to the participant.


 


(b)         Fractional shares will not be issued under the Plan and any accumulated
payroll deductions which would have been used to purchase fractional shares
shall be automatically carried forward to the next Offering unless the
participant elects, by written notice to the Treasurer of the Company, to have
the excess cash returned to him.


 


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9.                                       DELIVERY.


 


The Company will deliver to each participant (as
promptly as possible after the appropriate Offering Termination Date), a
certificate representing the Common Stock purchased upon exercise of his
option.


 


10.                                 WITHDRAWAL AND TERMINATION.


 


(a)          Prior to the Offering Termination Date for an Offering, any participant
may withdraw the payroll deductions credited to his account under the Plan for
such Offering by giving written notice to the Treasurer of the Company.  All of the participant’s payroll deductions
credited to such account will be paid to him promptly after receipt of notice
of withdrawal, without interest, and no future payroll deductions will be made
from his pay during such Offering.  The
Company will treat any attempt to borrow by a participant on the security of
accumulated payroll deductions as an election to withdraw such deductions.


 


(b)         A participant’s election not to participate in, or withdrawal from, any
Offering will not have any effect upon his eligibility to participate in any
succeeding Offering or in any similar plan which may hereafter be adopted by
the Company.


 


(c)          Upon termination of the participant’s employment for any reason,
including retirement but excluding death, the payroll deductions credited to
his account will be returned to him, or, in the case of his death, to the
person or persons entitled thereto under Paragraph 14.


 


(d)   Upon termination of the participant’s employment because of death,
his beneficiary (as defined in Paragraph 14) shall have the right to
elect, by written notice given to the Company’s Treasurer prior to the
expiration of a period of 90 days commencing with the date of the death of the
participant, either:


 


(i)                to withdraw all of the payroll deductions
credited to the participant’s account under the Plan; or


 


(ii)             to exercise the participant’s option for the
purchase of stock on the Offering Termination Date next following the date of
the participant’s death for the purchase of the number of full shares which the
accumulated payroll deductions in the participant’s account at the date of the
participant’s death will purchase at the applicable option price (subject to
the limitation contained in Paragraph 7(a)), and any excess in such
account will be returned to said beneficiary. 
In the event that no such written notice of election shall be duly
received by the office of the Company’s Treasurer, the beneficiary shall
automatically be deemed to have elected to withdraw the payroll deductions
credited to the participant’s account at the date of the participant’s death
and the same will be paid promptly to said beneficiary.


 


11.                                 INTEREST.


 


No interest will be paid or
allowed on any money paid into the Plan or credited to the account of any
participating employee.


 


12.                                 STOCK.


 


(a)          The maximum number of shares of Common Stock available for issuance and
purchase by employees under the Plan, subject to adjustment upon changes in
capitalization of the Company as provided in Paragraph 17, shall be
400,000 shares of Common Stock, par value $.01 per


 


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share, of the Company.  If the total number of shares for which
options are exercised on any Offering Termination Date in accordance with
Paragraph 8 exceeds the maximum number of shares for the applicable
Offering, the Company shall make a pro rata allocation of the shares available
for delivery and distribution in an equitable manner, and the balances of
payroll deductions credited to the account of each participant under the Plan
shall be automatically returned to the participant.


 


(b)         The participant will have no interest in stock covered by his option
until such option has been exercised.


 


13.                                 ADMINISTRATION.


 


The Plan shall be
administered by the Committee.  The
interpretation and construction of any provision of the Plan and adoption of
rules and regulations for administering the Plan shall be made by the
Committee.  Determinations made by
the  Committee with respect to any matter
or provision contained in the Plan shall be final, conclusive and binding upon
the Company and upon all participants, their heirs or legal
representatives.  Any rule or regulation
adopted by the Committee shall remain in full force and effect unless and until
altered, amended, or repealed by the Committee.


 


14.                                 DESIGNATION OF BENEFICIARY.


 


A participant shall file
with the Treasurer of the Company a written designation of a beneficiary who is
to receive any Common Stock and/or cash under the Plan.  Such designation of beneficiary may be
changed by the participant at any time by written notice.  Upon the death of a participant and upon
receipt by the Company of proof of the identity and existence at the
participant’s death of a beneficiary validly designated by him under the Plan,
the Company shall deliver such Common Stock and/or cash to such
beneficiary.  In the event of the death
of a participant and in the absence of a beneficiary validly designated under
the Plan who is living at the time of such participant’s death, the Company
shall deliver such Common Stock and/or cash to the executor or administrator of
the estate of the participant.  No
beneficiary shall prior to the death of the participant by whom he has been
designated, acquire any interest in the Common Stock and/or cash credited to
the participant under the Plan.


 


15.                                 TRANSFERABILITY.


 


Neither payroll deductions
credited to a participant’s account nor any rights with regard to the exercise
of an option or to receive Common Stock under the Plan may be assigned,
transferred, pledged, or otherwise disposed of in any way by the participant
other than by will or the laws of descent and distribution.  Any such attempted assignment, transfer,
pledge, or other disposition shall be without effect, except that the Company
may treat such act as an election to withdraw funds in accordance with
Paragraph 8(b).


 


16.                                 USE OF FUNDS.


 


All payroll deductions
received or held by the Company under this Plan may be used by the Company for
any corporate purpose, and the Company shall not be obligated to segregate such
payroll deductions.


 


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17.                                 EFFECT OF CHANGES OF COMMON STOCK.


 


If the Company shall
subdivide or reclassify the Common Stock which has been or may be optioned
under this Plan, or shall declare thereon any dividend payable in shares of
such Common Stock, or shall take any other action of a similar nature affecting
such Common Stock, then the number and class of shares of Common Stock which
may thereafter be optioned (in the 
aggregate and to any participant) shall be adjusted accordingly and in
the case of each option outstanding at the time of any such action, the number
and class of shares which may thereafter be purchased pursuant to such option
and the option price per share shall be adjusted to such extent as may be
determined by the Committee, with the approval of independent public
accountants and counsel, to be necessary to preserve the rights of the holder
of such option.


 


18.                                 AMENDMENT OR TERMINATION.


 


The Board may at any time
terminate or amend the Plan.  No such
termination shall affect options previously granted, nor may an amendment make
any change in any option theretofore granted which would adversely affect the
rights of any participant holding options under the Plan.


 


19.                                 NOTICES.


 


All notices or other
communications by a participant to the Company under or in connection with the
Plan shall be deemed to have been duly given when received by the Treasurer of
the Company.


 


20.                                 MERGER OR CONSOLIDATION.


 


If the Company shall at any
time merge into or consolidate with another corporation, the holder of each
option then outstanding will thereafter be entitled to receive at the next
Offering Termination Date upon the exercise of such option, in lieu of the
number of shares of Common Stock as to which such option shall be exercisable,
the number and class of shares of stock or other securities to which such
holder would have been entitled pursuant to the terms of the agreement of
merger or consolidation if, immediately prior to such merger or consolidation,
such holder had been the holder of record of a number of shares of Common Stock
equal to the number of shares for which such option was exercisable.  In accordance with this Paragraph and
Paragraph 17, the Committee shall determine the kind and amount of such
securities or property which such holder of an option shall be entitled to
receive.  A sale of all or substantially
all of the assets of the Company shall be deemed a merger or consolidation for
the foregoing purposes.


 


21.                                 APPROVAL OF STOCKHOLDERS.


 


The Plan is subject to the
approval of the stockholders of the Company at their next annual meeting or at
any special meeting of the stockholders for which one of the purposes shall be
to act upon the Plan.  If the Plan is not
approved by the stockholders of the Company, all payroll deductions credited to
a participant’s account under the Plan shall be automatically returned to the
participant.


 


22.                                 GOVERNMENTAL AND OTHER REGULATIONS.


 


The Plan, and the grant and
exercise of the rights to purchase shares hereunder, and the Company’s
obligation to sell and deliver shares upon the exercise of rights to purchase
shares, shall be subject to all applicable federal, state and foreign laws,
rules and regulations, and to such


 


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approvals by any 
regulatory or governmental agency as may, in the opinion of counsel for
the Company, be required.  The Plan shall
be governed by, and construed and enforced in accordance with, the provisions
of Sections 421, 423 and 424 of the Code and the substantive laws of the
Commonwealth of Massachusetts.  In the
event of any inconsistency between such provisions of the Code and any such
laws, said provisions of the Code shall govern to the extent necessary to
preserve favorable federal income tax treatment afforded employee stock
purchase plans under Section 423 of the Code.


 


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