Exhibit 10.2


 


Agreement to
Protect Corporate Property


 


In consideration of my employment with 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 (i) to anyone outside of
the Company other than to the Company’s professional advisors on a need to know
basis, (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 “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
(including information about salaries, benefits and other information personal
to 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, personnel records, 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 that 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 acquire 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


 


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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
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 this Section 5
will not become


 


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effective until you complete your relocation
to the Quincy, MA area.   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 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.


 


•                  This
Agreement becomes effective as of the first date of my employment with the
Company.


 


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


 


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


 


 


	
  Signature:

  	
  /s/ Lisa Bayne

  	
   

  
	
   

  
	
  Name:

  	
  Lisa Bayne

  	
   

  
	
   

  
	
  Date:

  	
  October 17, 2005

  	
   

  
							



 


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EXHIBIT A


 


 


Excluded Confidential Information and Intellectual Property


 


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EXHIBIT B


 


 


Excluded Agreements


 


6