Exhibit 10.5


 


	
   

  	
  Date:

  



 


Non-Statutory Stock Option Granted


 


by


 


THE J. JILL GROUP, INC.


(hereinafter called the “Company”)


 


to


 


 


(hereinafter called the “Holder”)


 


under the


 


2001 INCENTIVE AND NON-STATUTORY STOCK OPTION PLAN


 


WITNESSETH:


 


For valuable
consideration, the receipt of which is hereby acknowledged, the Company hereby
grants to the Holder the following option:


 


FIRST:  Subject to the terms and conditions
hereinafter set forth, the Holder is hereby given the right and option to
purchase from the Company an aggregate of 
                
shares of Common Stock of the Company, par value $.01 per share, at the time
and in the manner hereinafter stated.  Schedule A
attached hereto and hereby incorporated herein sets forth, with respect to this
option: (i) its expiration date, (ii) its exercise price per share, (iii) its
vesting rate, and (iv) certain other terms and conditions applicable to
this option and incorporated herein.


 


This option is
and shall be subject in every respect to the provisions of The J. Jill Group, Inc.
2001 Incentive and Non-Statutory Stock Option Plan (the “Plan”), as amended
from time to time, which is incorporated herein by reference and made a part
hereof.  In the event of any conflict or
inconsistency between the terms hereof and those of the Plan, the latter shall
prevail.  References herein to the
Committee shall mean the Committee as defined in the Plan.


 


This option
shall be exercised by the delivery of written notice to the Company (the “Notice”)
setting forth the number of shares with respect to which the option is to be
exercised and the address to which the certificates for such shares are to be
mailed, together with payment for such shares by one or more of the following
methods: (i) in cash, by certified or bank check


 





















 


or other
instrument acceptable to the Committee; (ii) by the Holder’s delivering to
the Company a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company cash or a check
payable and acceptable to the Company to pay the purchase price; provided that in the event the Holder
chooses to pay the purchase price as so provided, the Holder and the broker
shall comply with such procedures and enter into such agreements of indemnity
and other agreements as the Committee shall prescribe as a condition of such
payment procedure; and provided further
that the Company need not act upon such exercise notice until the Company
receives full payment of the exercise price; or (iii) by any other means
(including, without limitation, by delivery of a promissory note of the Holder
payable on such terms as are specified by the Committee; provided, however, that the interest rate
borne by such note shall not be less than the lowest applicable federal rate,
as defined in Section 1247(d) of the Internal Revenue Code) which the
Committee determines are consistent with the purpose of the Plan and with
applicable laws and regulations.


 


If the Holder
of this option is an executive officer, director or beneficial owner of more
than ten percent (10%) of the Common Stock of the Company, any shares of stock
issuable upon exercise of this option may not be sold or transferred (except
that such shares may be issued upon exercise of this option) by such Holder for
a period of six months following the grant of this option.


 


SECOND:  The Company, in its discretion, may file a
registration statement on Form S-8 under the Securities Act of 1933 to
register shares of Common Stock reserved for issuance under the Plan.  At any time at which such a registration
statement is not in effect, it shall be a condition precedent to any exercise
of this option that the Holder (or if any other individual or individuals are
exercising this option, such individual or individuals) shall deliver to the Company
an investment letter in form and substance satisfactory to the Company and its
counsel which shall contain, among other matters, a statement in writing that
the option is then being exercised only with a view to investment in, and not
with a view to the distribution of, the shares with respect to which the option
is then being exercised; that the Holder and/or the Holder’s attorneys,
accountants, and/or analysts (or the individual or individuals exercising this
option and/or his or their attorneys, accountants and/or analysts) have fully
investigated the Company and the business and financial conditions concerning
it and have knowledge of the Company’s then current corporate activities and
financial condition; and that the Holder believes that the nature and amount of
the shares being purchased by him/her are consistent with his/her investment
objectives, abilities and resources.


 


THIRD:  As promptly as practicable after receipt of
the Notice and payment described in paragraph FIRST and, if required as a
condition to exercise, the investment letter described in paragraph SECOND, the
Company shall deliver or cause to be delivered to the Holder (or if any other
individual or individuals are exercising this option, to such individual or
individuals) at the address specified in the Notice a certificate or
certificates for the number of shares with respect to which the option is then
being exercised, registered in the name or names of the individual or
individuals exercising the option, either alone or jointly with another person
or persons with rights of survivorship, as the individual or individuals
exercising the option shall prescribe in writing to the Company at or prior to
such purchase; provided, however, that such delivery shall be deemed effected
for all purposes when the Company or a stock transfer agent shall have
deposited such certificate or certificates in the United States mail, addressed
to the Holder (or


 


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such
individual or individuals) at the address so specified; and provided further
that if any law or regulation or order of the Securities and Exchange
Commission or other body having jurisdiction in the premises shall require the
Company or the Holder (or the individual or individuals exercising this option)
to take any action in connection with the shares then being purchased, the date
for the delivery of the certificates for such shares shall be extended until
such action shall be taken and completed, it being understood that the Company
shall have no obligation to take and complete any such action.


 


FOURTH:  The existence of this option shall not affect
in any way the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Company’s capital structure or its business, or any merger or
consolidation of the Company, or any issue of Common Stock, or any issue of
bonds, debentures, preferred or prior preference stock ahead of or affecting
the Common Stock or the rights thereof, or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise.


 


If the Company
shall effect a subdivision or consolidation of shares or other capital
readjustment, the payment of a stock dividend, or other increase or reduction
of the number of shares of the Common Stock outstanding, without receiving
compensation therefor in money, services or property, then the number, class,
and per share price of shares of stock subject to this option shall be
appropriately adjusted in such a manner as to entitle the Holder to receive
upon exercise of this option, for the same aggregate consideration, the same
total number and class of shares as the Holder would have received as a result
of the event requiring the adjustment had the Holder exercised this option in
full immediately prior to such event.


 


After a merger
of one or more corporations into the Company, or after a merger or
consolidation of the Company and one or more corporations in which (i) the
Company shall be the surviving corporation, and (ii) the stockholders of
the Company immediately prior to such merger or consolidation own after such
merger or consolidation shares representing at least fifty percent of the
voting power of the Company, the Holder shall, at no additional cost, be
entitled upon exercise of this option to receive in lieu of the number of
shares as to which this option shall then be so exercisable, the number and
class of shares of stock or other securities, cash or property to which the
Holder would have been entitled pursuant to the terms of the agreement of
merger or consolidation if, immediately prior to such merger or consolidation,
the Holder had been the holder of record of a number of shares of Common Stock
equal to the number of shares as to which this option shall be so exercised.


 


If the Company
is merged into or consolidated with another corporation under circumstances
where the Company is not the surviving corporation, or if there is a merger or
consolidation where the Company is the surviving corporation but the
stockholders of the Company immediately prior to such merger or consolidation
do not own after such merger or consolidation shares representing at least
fifty percent of the voting power of the Company, or if the Company is
liquidated, or sells or otherwise disposes of substantially all its assets to
another corporation while this option remains outstanding, (i) subject to
the provisions of clause (iii) below, after the effective date of such
merger, consolidation, liquidation, sale or other disposition, as the case may
be, the Holder of this option shall be entitled, upon exercise of this


 


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option, to
receive, in lieu of shares of Common Stock, shares of such stock or such other
securities, cash or property as the holders of shares of Common Stock received
pursuant to the terms of the merger, consolidation, liquidation, sale or other
disposition; (ii) the Committee may accelerate the time for exercise of
this option, so that from and after a date prior to the effective date of such
merger, consolidation, liquidation, sale or other disposition, as the case may
be, specified by the Committee, exercisable in full; or (iii) this option
may be cancelled by the Committee as of the effective date of any such merger,
consolidation, liquidation, sale or other disposition provided that (x) notice
of such cancellation shall be given to the Holder and (y) the Holder shall have
the right to exercise this option to the extent that the same is then
exercisable or, if the Committee shall have accelerated the time for exercise
of this option pursuant to clause (ii) above, in full during the 30-day
period preceding the effective date of such merger, consolidation, liquidation,
sale or other disposition.


 


Except as
hereinbefore expressly provided, the issue by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, for
cash or property or for labor or services, either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock then subject to
this option.


 


FIFTH:  No person shall, by virtue of the granting of
this option to the Holder, be deemed to be a holder of any shares purchasable
under this option or to be entitled to the rights or privileges of a holder of
such shares unless and until this option has been exercised with respect to
such shares and they have been issued pursuant to that exercise of this option.


 


The Company
shall, at all times while any portion of this option is outstanding, reserve
and keep available, out of shares of its authorized and unissued stock or
reacquired shares, a sufficient number of shares of its Common Stock to satisfy
the requirements of this option; shall comply with the terms of this option
promptly upon exercise of the option rights; and shall pay all fees or expenses
necessarily incurred by the Company in connection with the issuance and
delivery of shares pursuant to the exercise of this option.


 


SIXTH:  This option is not transferable by the Holder
otherwise than by will or under the laws of descent and distribution; the
granting of this option shall not impose upon the Company any obligation to
employ or to continue to employ the Holder; and the right of the Company to
terminate the employment of the Holder shall not be diminished or affected by
reason of the fact that this option has been granted to such Holder.


 


This option is
exercisable, during the Holder’s lifetime, only by the Holder, and by the
Holder only while the Holder is an employee of the Company, except that in the
event the employment of the Holder terminates for any reason, other than for
cause as determined by the Company and other than in the event of death or
retirement in good standing from the employ of the Company for reasons of age
or disability under the then established rules of the Company, the Holder
shall have the right to exercise this option within thirty (30) days after the
date the Holder ceases to be an employee of the Company (but not later than the
expiration date of this option) with respect to the shares which were
purchasable by the Holder by exercise of this option at the time of such
cessation of employment.  As used in this
paragraph, “cause” shall


 


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mean (i) any
material breach by the Holder of any agreement to which the Holder and the
Company are both parties, (ii) any act or omission to act by the Holder
which may have a material and adverse effect on the Company’s business or on
the Holder’s ability to perform services for the Company, including, without
limitation, the commission of any crime (other than ordinary traffic
violations), or (iii) any material misconduct or material neglect of
duties by the Holder in connection with the business or affairs of the Company
or any affiliate of the Company.


 


In the event
of the retirement of the Holder in good standing from the employ of the Company
for reasons of age or disability under the then established rules of the
Company, this option shall terminate on the earlier of its expiration date and
a date ninety (90) days after the Holder’s retirement.  After such retirement the Holder shall have
the right, at any time prior to such termination, to exercise this option to
the extent the Holder was entitled to exercise such option immediately prior to
such retirement.


 


In the event
of the death of the Holder while the Holder is in the employ of the Company and
before the expiration date of this option, this option shall terminate on the
earlier of its expiration date and a date one (1) year after his
death.  After the death of the Holder,
the Holder’s executors, administrators or any person or persons to whom the
Holder’s option may be transferred by will or by the laws of descent and
distribution shall have the right, at any time prior to such termination, to
exercise such option to the extent the Holder was entitled to exercise such
option at the time of the Holder’s death.


 


An employment
relationship between the Company and the Holder shall be deemed to exist during
any period in which the Holder is employed by the Company or by any parent or
subsidiary corporation of the Company.


 


SEVENTH:  Any notice to be given to the Company
hereunder shall be deemed sufficient if addressed to the Company and delivered
by hand or by mail to the Treasurer of the Company, 4 Batterymarch Park,
Quincy, Massachusetts 02169-7468 or such other address as the Company may
hereafter designate.


 


Any notice to
be given to the Holder hereunder shall be deemed sufficient if addressed to and
delivered in person to the Holder or when deposited in the mail, postage
prepaid, addressed to the Holder at the Holder’s address furnished to the Company.


 


EIGHTH:  This option is subject to all laws,
regulations and orders of any governmental authority which may be applicable
thereto and, notwithstanding any of the provisions hereof, the Holder agrees
that the Holder will not exercise the option granted hereby nor will the
Company be obligated to issue or sell any shares of stock hereunder if the
exercise thereof or the issuance or sale of such shares, as the case may be,
would constitute a violation by the Holder or the Company of any such law, regulation
or order or any provision thereof.  The
Company shall not be obligated to take any affirmative action in order to cause
the exercise of this option or the issuance of shares pursuant hereto to comply
with any such law, regulation, order or provision.


 


NINTH:  This option shall be governed by, and
construed and enforced in accordance with, the substantive laws of The
Commonwealth of Massachusetts.


 


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IN WITNESS
WHEREOF, the Company has caused this instrument to be executed in its name and
on its behalf as of the date first above written.


 


 


[Seal]


 


 


	
  ATTEST:

  	
  THE J. JILL GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Secretary

  	
   

  	
  Its

  
					



 


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SCHEDULE A TO NON-STATUTORY STOCK OPTION


THE J. JILL GROUP, INC.


 


	
  Date of Grant:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name of Holder:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  City, State, Zip:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Social Security Number:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Maximum number of shares for which this
  option is exercisable:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Exercise (purchase) price per share:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Expiration date of option:

  	
   

  	
   

  	
   

  



 


Vesting Rate:  The Holder shall have the right and option to
purchase any or all of the shares subject to this option as follows:


 


(a) one
third (1/3) of the shares on                      ;
and


 


(b) an
additional one third (1/3) of the shares on each of                      and                      .


 


Notwithstanding
the foregoing, (a) in the event of the death of the Holder while the
Holder is in the employ of the Company (or a subsidiary of the Company) and
before this option has become exercisable in full, then at the time of such
death this option shall become exercisable in full; (b) in the event that
a Qualified Sale (as hereinafter defined) occurs before this option has become
exercisable in full, and immediately before such Qualified Sale the Holder is
employed by the Company (or a subsidiary of the Company), then immediately
before such Qualified Sale this option shall become exercisable as to an
additional one third (1/3) of the shares subject to this option; and (c) in
the event of the Qualified Retirement (as hereinafter defined) of the Holder
before this option has become exercisable in full, then immediately before such
Qualified Retirement this option shall become exercisable in full.  A Qualified Sale shall mean the closing of a
sale of all or substantially all of the assets or issued and outstanding
capital stock of the Company, or the closing of a merger or consolidation
involving the Company in which the stockholders of the Company immediately before
such merger or consolidation do not own immediately after such merger or
consolidation capital stock or other equity interests of the surviving
corporation or entity representing more than fifty percent in voting power of
the capital stock or other equity interests of such surviving corporation or
entity outstanding immediately after such merger or consolidation.  Qualified Retirement shall mean the Holder’s
retirement from employment at a time when the Holder’s successor as Chief
Executive Officer of the Company has accepted the Company’s offer of employment
in such capacity.


 


The right to
purchase shares under this option shall be cumulative.


 


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Other terms and conditions:  The Holder agrees that for a period of up to
one hundred eighty (180) days from the effective date of any registration of
securities of the Company (upon request of the Company or the underwriters
managing any underwritten offering of the Company’s securities), he will not
sell, make any short sale or loan of, grant any option for the purchase of, or
otherwise dispose of any shares of Common Stock held by him without the prior
written consent of the Company or such underwriters, as the case may be.


 


The
undersigned Holder acknowledges receipt of the stock option of which this Schedule A
is a part.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Holder’s Signature

  



 


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