Exhibit 10.1


 


October 17, 2005


 


Lisa
Bayne


33 Aladdin Terrace


San
Francisco, CA 94133


 


Dear Lisa,


 


On behalf of The J. Jill Group, Inc. (“J. Jill” or the “Company”),
I am pleased to offer you the position of Executive Vice President/Chief
Marketing Officer in accordance with the following:


 


•                  We
understand that you will not be relocating to this area for a period of up to
15 months.  During the initial period
prior to your relocation, however, you will be expected to spend, on average,
at least two weeks per month working in Quincy, MA at the Company’s
headquarters.


 


•                  Prior
to your relocation, your base salary will be at the rate of $300,000 per
annum.  Following relocation within 15
months of your employment start date, your base salary will be increased to
$375,000 per annum.  Your salary will be
paid to you on a bi-weekly basis.  Your
first salary review will take place in 2007 concurrent with the salary reviews
for the officers of the Company.  You
will report to me, and your start date will be October 31, 2005.


 


•                  If
during the initial 15-month period, it becomes apparent to you that you would
not be able to relocate to the Quincy, MA area without substantial personal
hardship, you agree to notify us promptly and we will work with you to
determine if mutually satisfactory arrangements can be made.


 


•                  You
will be eligible for participation in the corporate bonus program at the
executive vice president level, commencing in 2007.  For 2006 only, you will receive a bonus for
the Spring 2006 season and the Fall 2006 season equal to 80% of the base salary
paid to you for the relevant season. 
Bonus payments for the Spring 2006 season (payable in July 2006)
and the Fall 2006 season (payable in January 2007) are guaranteed and will
be paid to you whether or not the Company’s performance goals under the 2006
corporate bonus program are achieved, unless you voluntarily leave J. Jill or
your employment is terminated by J. Jill for “Just Cause” prior to the first
day of the month in which such bonuses are typically paid out (July 1,
2006 and January 1, 2007, respectively). 
If you


 





















 


voluntarily leave or resign for other than “Good
Reason” or if your employment by J. Jill is terminated for “Just Cause” during
your first two years of employment, however, you will be required to reimburse
the Company for the Spring 2006 season and Fall 2006 season bonus payments paid
to you.  “Just Cause” for termination
shall be deemed to exist upon (a) your willful failure or refusal to
perform your designated responsibilities, or gross negligence or willful
misconduct in the performance of such responsibilities, or (b) your
conviction of, or the entry of a pleading guilty or nolo contendere by you to,
any crime involving moral turpitude or any felony.  “Good Reason” for resignation shall be a
resignation based on one or more of the following events occurring without your
express written consent:  (a) a
substantial and adverse reduction in your duties and authority at J. Jill; or (b) a
material reduction in your base salary without good business reasons.


 


•                  You
will receive an option to purchase 30,000 shares of J. Jill Common Stock.  The exercise price will be the current fair
market value (i.e., the Nasdaq
closing price) on the day the Compensation Committee of the Board of Directors
votes its approval.  The option will vest
1/3 per year over a three-year period, on the first, second and third
anniversaries of the date of grant, with vesting on any vesting date contingent
on continued employment with J. Jill.


 


•                  You
will be eligible for a full range of company and executive benefits made
available generally to J. Jill executive vice presidents.  Currently these benefits include a standard
form of severance agreement relating to change of control events, life
insurance with a $750,000 death benefit subject to evidence of insurability and
passing a standard physical exam, and estate/tax planning benefits at the rate
of $7,500 for the first year of employment and $5,000 for each subsequent
year.  Health benefits are currently
provided by Blue Cross and Blue Shield of Massachusetts and will be explained
to you during your first few days of employment.  These employee benefit plans and fringe
benefits may be amended, enlarged, diminished or terminated by J. Jill from
time to time.  Your eligibility to
participate in any benefit plans and to receive benefits thereunder will be
subject to the plan documents governing such plans.


 


•                  Included
in your benefit package is an annual vacation benefit of four weeks.


 


•                  You
will be eligible to participate in the Executive Deferred Compensation
Program.  Additional information
regarding this benefit will be discussed with you within the first few days of
your employment.


 


•                  You
will also be eligible to participate in The J. Jill Group 401(k) Plan on the
first of the month following your hire date.


 


•                  The
Company will reimburse you for all reasonable and customary business expenses
reasonably incurred by you, including travel and lodging relating to trips


 


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to and from Quincy, MA during the initial
period, in accordance with the policies of the Company from time to time in
effect.


 


•                  The
Company will also reimburse you for relocation expenses incurred by you during
the period beginning with your acceptance of this offer and ending 15 months
from your employment start date (unless subsequent arrangements are reached
with the Company) in accordance with the relocation policies of the Company in
effect at the time of your relocation. 
If you voluntarily leave J. Jill or resign for other than “Good Reason”
(as defined above) or if your employment is terminated by J. Jill for “Just
Cause” (as defined above) during the one-year period following the completion
of your relocation, you will be required to reimburse the Company for the total
relocation expenses paid to you.


 


•                  It
is understood and agreed that either you or J. Jill may terminate the
employment relationship at any time and for any reason upon giving thirty days’
prior written notice.  In the event of
any such termination, you will be eligible to receive the salary and benefits
accrued up to the date of termination. 
In addition, in the event your employment is terminated by J. Jill for
any reason other than for “Just Cause” (as defined above) between your employment
start date and the second anniversary of your employment start date or you
resign for “Good Reason” (as defined above) between your employment start date
and the second anniversary of your employment start date, and provided you sign
a release of claims in favor of J. Jill and its affiliates, J. Jill will make a
lump-sum severance payment to you within 30 days of the termination of your
employment equal to (i) your annual base salary plus (ii) notwithstanding
any provision of any incentive compensation or bonus plan applicable to you and
in lieu of any payment to you under any such plan, a pro rata portion to the
date of termination of the aggregate value of all contingent incentive
compensation awards to you for all performance periods under any such plans in
effect but uncompleted at the date of termination, calculated as to each such
award by multiplying such aggregate value, treating any and all performance
goals for the full period with respect to which such awards have been made as
having been met, by a fraction the numerator of which is the number of days in
such period which elapsed to the date of termination and the denominator of
which is the number of days in such period. 
In the event, however, that J. Jill determines in good faith that such
severance payment is required to be delayed for a period of six months in order
to satisfy the requirements of Internal Revenue Code 409A, J. Jill will advise
you, and such payment will be made six months after termination of your
employment.  During the year following
the date of your severance payment, you will continue to be available upon the
reasonable request of the President/CEO of J. Jill to provide information and
assistance to J. Jill concerning matters within the scope of your
responsibilities as of the date of termination of your employment, and no
additional compensation shall be due to you for providing such information and
assistance.  In the event your employment
is terminated by J. Jill for any reason other than for “Just Cause” or if you resign
for “Good Reason” after such two-


 


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year period, and if at the time of such
termination or resignation there is not in effect a company severance policy
applicable to executive vice presidents, J. Jill agrees to negotiate a
severance arrangement with you in good faith.


 


As required by federal law, employment at J. Jill is dependent upon
providing documentation that proves your eligibility to work in the United
States.  Typically, this would include
such items as a driver’s license, birth certificate, social security card, etc.


 


By accepting this offer, you represent that you are not under any
obligation to any former employer or any person, firm or corporation, which
would prevent, limit or impair in any way the performance by you of your duties
as an employee of J. Jill.


 


This offer is effective only through Wednesday, October 19, 2005
and is contingent upon securing satisfactory references and a satisfactory
background check.  In addition, this
offer is contingent upon your signing the Agreement to Protect Corporate
Property enclosed with this letter.  If
you wish to accept our offer as outlined above, please sign and return this
letter to me along with a signed copy of the Agreement to Protect Corporate
Property.  The enclosed copy is for your
records.


 


Lisa, we are thrilled you are joining the “J. Jill Team” and look
forward to the contributions you will make to the overall continued success of
the Company!


 


 


Very truly yours,


 


	
  /s/ Gordon R. Cooke

  	
   

  
	
  Gordon R. Cooke

  
	
  President and Chief Executive Officer

  



 


 


 


Accepted and agreed


this 17th day of October, 2005


 


 


	
  /s/ Lisa Bayne

  	
   

  
	
  Lisa Bayne

  



 


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