TERMINATED FOR ANY REASON FOLLOWING A CHANGE IN CONTROL AND DURING THE TERM OF
THIS AGREEMENT, THE COMPANY SHALL PAY TO THE EXECUTIVE ANY SUCH POST-TERMINATION
COMPENSATION AND BENEFITS AS ARE DUE TO THE EXECUTIVE UNDER ANY APPLICABLE
SEPARATION, SEVERANCE OR EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND THE
EXECUTIVE ("POST-TERMINATION PAYMENTS") AS SUCH PAYMENTS BECOME DUE; PROVIDED
THAT IN NO
2
EVENT SHALL ANY POST-TERMINATION PAYMENTS BE PAID IF THE EXECUTIVE IS ENTITLED
TO THE SEVERANCE PAYMENTS (AS DEFINED IN SECTION 6.1) AS A RESULT OF SUCH
TERMINATION.
6.
SEVERANCE PAYMENTS.
6.1
IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED
FOLLOWING A CHANGE IN CONTROL AND DURING THE TERM OF THIS AGREEMENT, UNLESS SUCH
TERMINATION IS (I) BY THE COMPANY FOR CAUSE, (II) BY REASON OF DEATH OR
DISABILITY OR (III) BY THE EXECUTIVE WITHOUT GOOD REASON, AND PROVIDED THAT THE
SEVEN-DAY REVOCATION PERIOD DESCRIBED IN SECTION 6.6 HAS EXPIRED WITHOUT
REVOCATION OF THE RELEASE AND WAIVER BY THE EXECUTIVE, THE COMPANY SHALL PAY THE
EXECUTIVE THE PAYMENTS DESCRIBED IN THIS SECTION 6.1 (THE "SEVERANCE PAYMENTS")
IN ADDITION TO THE PAYMENTS AND BENEFITS DESCRIBED IN SECTIONS 5.1 AND 5.2
HEREOF (BUT NOT SECTION 5.3 HEREOF).
THE EXECUTIVE'S EMPLOYMENT SHALL BE DEEMED
TO HAVE BEEN TERMINATED FOLLOWING A CHANGE IN CONTROL BY THE COMPANY WITHOUT
CAUSE OR BY THE EXECUTIVE WITH GOOD REASON IF THE EXECUTIVE'S EMPLOYMENT IS
TERMINATED PRIOR TO A CHANGE IN CONTROL WITHOUT CAUSE AT THE DIRECTION OF A
PERSON WHO HAS ENTERED INTO AN AGREEMENT WITH THE COMPANY THE CONSUMMATION OF
WHICH WILL CONSTITUTE A CHANGE IN CONTROL OR IF THE EXECUTIVE TERMINATES HIS
EMPLOYMENT WITH GOOD REASON PRIOR TO A CHANGE IN CONTROL (DETERMINED BY TREATING
A POTENTIAL CHANGE IN CONTROL AS A CHANGE IN CONTROL IN APPLYING THE DEFINITION
OF GOOD REASON) IF THE CIRCUMSTANCE OR EVENT WHICH CONSTITUTES GOOD REASON
OCCURS AT THE DIRECTION OF SUCH PERSON.
(A)
IN LIEU OF ANY FURTHER SALARY PAYMENTS TO THE
EXECUTIVE FOR PERIODS SUBSEQUENT TO THE DATE OF TERMINATION AND IN LIEU OF ANY
SEVERANCE BENEFIT OTHERWISE PAYABLE TO THE EXECUTIVE, THE COMPANY SHALL PAY TO
THE EXECUTIVE A LUMP SUM SEVERANCE PAYMENT, IN CASH, EQUAL TO (I) TWO TIMES THE
EXECUTIVE'S ANNUAL BASE SALARY AS APPROVED BY THE COMPENSATION COMMITTEE OF THE
BOARD TO BE PAID TO THE EXECUTIVE (OR, IF THE EXECUTIVE'S ANNUAL BASE SALARY IS
NOT PRESENTED FOR APPROVAL AT THE COMPENSATION COMMITTEE LEVEL, THEN AS
OTHERWISE ESTABLISHED BY J. JILL OR ONE OF ITS SUBSIDIARIES) WITH RESPECT TO THE
YEAR IN WHICH THE DATE OF TERMINATION OCCURS, PLUS (II) TWO TIMES THE TARGET
BONUS AMOUNT PAYABLE TO THE EXECUTIVE UNDER ALL BONUS PLANS WITH RESPECT TO THE
YEAR (OR ANY PORTION THEREOF) IN WHICH THE DATE OF TERMINATION OCCURS, TREATING
ANY AND ALL PERFORMANCE GOALS UNDER SUCH BONUS PLANS AS HAVING BEEN MET.
(B)
NOTWITHSTANDING ANY PROVISION OF ANY BONUS
PLAN, THE COMPANY SHALL PAY TO THE EXECUTIVE A LUMP SUM AMOUNT, IN CASH, EQUAL
TO THE SUM OF (I) ANY INCENTIVE COMPENSATION WHICH