Exhibit
10.5


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,


 


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                        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 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”


 


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                        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 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.


 


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·        
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:

  	
  12/08/2004

  



 


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EXHIBIT A


 


 


Excluded Confidential Information and Intellectual
Property


 


 


 


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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


 


 


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