ENTITLED TO SEEK SPECIFIC PERFORMANCE OF THE EXECUTIVE'S
RIGHT TO BE PAID UNTIL THE DATE OF TERMINATION DURING THE PENDENCY OF ANY
DISPUTE OR CONTROVERSY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
15.
DEFINITIONS. FOR PURPOSES OF THIS AGREEMENT,
THE FOLLOWING TERMS SHALL HAVE THE MEANINGS INDICATED BELOW:
(A)
"BENEFICIAL OWNER" SHALL HAVE THE MEANING
DEFINED IN RULE 13D-3 UNDER THE EXCHANGE ACT.
(B)
"BOARD" SHALL MEAN THE BOARD OF DIRECTORS OF
J. JILL.
(C)
"BONUS PLAN" SHALL MEAN A J. JILL INCENTIVE
COMPENSATION PLAN, SUPPLEMENTAL BONUS PLAN OR OTHER BONUS OR SUPPLEMENTARY
COMPENSATION PLAN OR ARRANGEMENT APPLICABLE TO THE EXECUTIVE.
(D)
"CAUSE" FOR TERMINATION BY THE COMPANY OF THE
EXECUTIVE'S EMPLOYMENT, AFTER ANY CHANGE IN CONTROL, SHALL MEAN (I) THE WILLFUL
AND CONTINUED FAILURE BY THE EXECUTIVE TO SUBSTANTIALLY PERFORM THE EXECUTIVE'S
DUTIES WITH THE COMPANY (OTHER THAN ANY SUCH FAILURE RESULTING FROM THE
EXECUTIVE'S INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS OR ANY SUCH ACTUAL OR
ANTICIPATED FAILURE AFTER THE ISSUANCE OF A NOTICE OF TERMINATION FOR GOOD
REASON BY THE EXECUTIVE PURSUANT TO SECTION 7.1 HEREOF) AFTER A WRITTEN DEMAND
FOR SUBSTANTIAL PERFORMANCE IS DELIVERED TO THE EXECUTIVE BY THE BOARD, WHICH
DEMAND SPECIFICALLY IDENTIFIES THE MANNER IN WHICH THE BOARD BELIEVES THAT THE
EXECUTIVE HAS NOT SUBSTANTIALLY PERFORMED THE EXECUTIVE'S DUTIES, OR (II) THE
WILLFUL ENGAGING BY THE EXECUTIVE IN CONDUCT WHICH IS DEMONSTRABLY AND
MATERIALLY INJURIOUS TO THE COMPANY, MONETARILY OR OTHERWISE. FOR PURPOSES OF
CLAUSES (I) AND (II) OF THIS DEFINITION, NO ACT, OR FAILURE TO ACT, ON THE
EXECUTIVE'S PART SHALL BE DEEMED "WILLFUL" UNLESS DONE, OR OMITTED TO BE DONE,
BY THE EXECUTIVE NOT IN GOOD FAITH AND WITHOUT REASONABLE BELIEF THAT THE
EXECUTIVE'S ACT, OR FAILURE TO ACT, WAS IN THE BEST INTEREST OF THE COMPANY.
(E)
A "CHANGE IN CONTROL" SHALL BE DEEMED TO
HAVE OCCURRED IF THE CONDITIONS SET FORTH IN ANY ONE OF THE FOLLOWING PARAGRAPHS
SHALL HAVE BEEN SATISFIED:
(I)
ANY PERSON BECOMES THE BENEFICIAL OWNER,
DIRECTLY OR INDIRECTLY, OF SECURITIES OF J. JILL REPRESENTING 50% OR MORE OF THE
COMBINED VOTING POWER OF J. JILL'S THEN OUTSTANDING SECURITIES; OR
(II)
DURING ANY PERIOD OF TWO (2) CONSECUTIVE
YEARS (NOT INCLUDING ANY PERIOD PRIOR TO THE EXECUTION OF THIS AGREEMENT),
INDIVIDUALS WHO AT THE BEGINNING OF SUCH PERIOD CONSTITUTE THE BOARD AND ANY NEW
DIRECTOR (OTHER THAN A DIRECTOR DESIGNATED BY A PERSON WHO HAS ENTERED INTO AN
AGREEMENT WITH J. JILL TO EFFECT A TRANSACTION DESCRIBED IN CLAUSE (I), (III) OR
(IV) OF THIS PARAGRAPH) WHOSE ELECTION BY THE BOARD OR NOMINATION FOR ELECTION
BY J. JILL'S STOCKHOLDERS WAS APPROVED BY A VOTE OF AT LEAST TWO-THIRDS (2/3) OF
THE DIRECTORS THEN STILL IN OFFICE WHO EITHER WERE DIRECTORS AT THE BEGINNING OF
THE PERIOD OR WHOSE ELECTION OR NOMINATION
9
FOR ELECTION WAS PREVIOUSLY SO APPROVED (A "CONTINUING DIRECTOR"), CEASE FOR ANY
REASON TO CONSTITUTE A MAJORITY THEREOF; OR
(III)
THE STOCKHOLDERS OF J. JILL APPROVE A MERGER OR
CONSOLIDATION OF J. JILL