THE COMPANY AGREES THAT, IF THE EXECUTIVE'S
EMPLOYMENT BY THE COMPANY IS TERMINATED DURING THE TERM OF THIS AGREEMENT, THE
EXECUTIVE IS NOT REQUIRED TO SEEK OTHER EMPLOYMENT OR TO ATTEMPT IN ANY WAY TO
REDUCE ANY AMOUNTS PAYABLE TO THE EXECUTIVE BY THE COMPANY PURSUANT TO SECTION 6
OR SECTION 7.4 HEREOF. FURTHER, THE AMOUNT OF ANY PAYMENT OR BENEFIT PROVIDED
FOR IN SECTION 6 (OTHER THAN SECTION 6.1(C)) OR SECTION 7.4 HEREOF SHALL NOT BE
REDUCED BY ANY COMPENSATION EARNED BY THE EXECUTIVE AS THE RESULT OF EMPLOYMENT
BY ANOTHER EMPLOYER, BY RETIREMENT BENEFITS, BY OFFSET AGAINST ANY AMOUNT
CLAIMED TO BE OWED BY THE EXECUTIVE TO THE COMPANY, OR OTHERWISE.
9.
SUCCESSORS; BINDING AGREEMENT.
9.1
IN ADDITION TO ANY OBLIGATIONS IMPOSED BY LAW UPON ANY SUCCESSOR
TO J. JILL, J. JILL WILL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY
PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE
BUSINESS OR ASSETS OF J. JILL TO EXPRESSLY ASSUME AND AGREE TO PERFORM THIS
AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT J. JILL WOULD BE
REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN PLACE. FAILURE OF J. JILL
TO OBTAIN SUCH ASSUMPTION AND AGREEMENT PRIOR TO THE EFFECTIVENESS OF ANY SUCH
SUCCESSION SHALL BE A BREACH OF THIS AGREEMENT AND SHALL ENTITLE THE EXECUTIVE
TO COMPENSATION IN THE SAME AMOUNT AND ON THE SAME TERMS AS THE EXECUTIVE WOULD
BE ENTITLED TO HEREUNDER IF THE EXECUTIVE WERE TO TERMINATE THE EXECUTIVE'S
EMPLOYMENT FOR GOOD REASON AFTER A CHANGE IN CONTROL, EXCEPT THAT, FOR PURPOSES
OF IMPLEMENTING THE FOREGOING, THE DATE ON WHICH ANY SUCH SUCCESSION BECOMES
EFFECTIVE SHALL BE DEEMED THE DATE OF TERMINATION.
9.2
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY
THE EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS,
SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES AND LEGATEES. IF THE EXECUTIVE SHALL
DIE WHILE ANY AMOUNT WOULD STILL BE PAYABLE TO THE EXECUTIVE HEREUNDER (OTHER
THAN AMOUNTS WHICH, BY THEIR TERMS, TERMINATE UPON THE DEATH OF THE EXECUTIVE)
IF THE EXECUTIVE HAD CONTINUED TO LIVE, ALL SUCH AMOUNTS, UNLESS OTHERWISE
PROVIDED HEREIN, SHALL BE PAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO
THE EXECUTORS, PERSONAL REPRESENTATIVES OR ADMINISTRATORS OF THE EXECUTIVE'S
ESTATE.
10.
NOTICES.
FOR THE PURPOSE OF THIS AGREEMENT, NOTICES AND ALL OTHER
COMMUNICATIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE
DEEMED TO HAVE BEEN DULY GIVEN WHEN DELIVERED OR WHEN MAILED BY UNITED STATES
REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, ADDRESSED TO THE
RESPECTIVE ADDRESSES SET FORTH BELOW, OR TO SUCH OTHER ADDRESS AS EITHER PARTY
MAY HAVE FURNISHED TO THE OTHER IN WRITING IN ACCORDANCE HEREWITH, EXCEPT THAT
NOTICE OF CHANGE OF ADDRESS SHALL BE EFFECTIVE ONLY UPON ACTUAL RECEIPT:
To the Company:
The J. Jill Group, Inc.
4 Batterymarch Park
Quincy, Massachusetts
02169-7468
Attention: Chief Financial Officer
7
with a copy to:
David R. Pierson, Esq.
Foley Hoag LLP
Seaport World Trade Center