OF THE EXECUTIVE'S EMPLOYMENT WHICH IS
NOT EFFECTED PURSUANT TO A NOTICE OF TERMINATION SATISFYING THE REQUIREMENTS OF
SECTION 10 HEREOF; FOR PURPOSES OF THIS AGREEMENT, NO SUCH PURPORTED TERMINATION
SHALL BE EFFECTIVE.
The Executive's right to terminate the Executive's employment for Good Reason
shall not be affected by the Executive's incapacity due to physical or mental
illness. The Executive's continued employment shall not constitute consent to,
or a waiver of rights with respect to, any act or failure to act constituting
Good Reason hereunder.
(O)
"GROSS UP AMOUNTS" SHALL HAVE THE MEANING STATED IN SECTION 6.4
HEREOF.
(P)
"J. JILL" SHALL MEAN THE J. JILL GROUP, INC. AND ANY SUCCESSOR TO
ITS BUSINESS OR ASSETS WHICH ASSUMES AND AGREES TO PERFORM THIS AGREEMENT BY
OPERATION OF LAW, OR OTHERWISE (EXCEPT IN DETERMINING, UNDER
SECTION 15(E) HEREOF, WHETHER OR NOT ANY CHANGE IN CONTROL OF J. JILL HAS
OCCURRED IN CONNECTION WITH SUCH SUCCESSION).
(Q)
"NOTICE OF TERMINATION" SHALL HAVE THE MEANING STATED IN
SECTION 7.1 HEREOF.
(R)
"PERSON" SHALL HAVE THE MEANING GIVEN IN SECTION 3(A)(9) OF THE
EXCHANGE ACT, AS MODIFIED AND USED IN SECTIONS 13(D) AND 14(D) THEREOF;
PROVIDED, HOWEVER, THAT A PERSON SHALL NOT INCLUDE (I) J. JILL OR ANY OF ITS
SUBSIDIARIES, (II) A TRUSTEE OR OTHER FIDUCIARY HOLDING SECURITIES UNDER AN
EMPLOYEE BENEFIT PLAN OF THE COMPANY, (III) AN UNDERWRITER TEMPORARILY HOLDING
SECURITIES PURSUANT TO AN OFFERING OF SUCH SECURITIES, OR (IV) A CORPORATION
OWNED, DIRECTLY OR INDIRECTLY, BY THE STOCKHOLDERS OF J. JILL IN SUBSTANTIALLY
THE SAME PROPORTIONS AS THEIR OWNERSHIP OF STOCK OF J. JILL.
(S)
"POST-TERMINATION PAYMENTS" SHALL HAVE THE MEANING STATED IN
SECTION 5.3 HEREOF.
(T)
A "POTENTIAL 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)
J. JILL ENTERS INTO AN AGREEMENT, THE CONSUMMATION OF WHICH WOULD
RESULT IN THE OCCURRENCE OF A CHANGE IN CONTROL;
(II)
J. JILL OR ANY PERSON PUBLICLY ANNOUNCES AN INTENTION TO TAKE OR
TO CONSIDER TAKING ACTIONS WHICH, IF CONSUMMATED, WOULD CONSTITUTE A CHANGE IN
CONTROL;
(III)
ANY PERSON WHO IS OR BECOMES THE BENEFICIAL OWNER, DIRECTLY OR
INDIRECTLY, OF SECURITIES OF J. JILL REPRESENTING AT LEAST 20% OR MORE OF THE
COMBINED VOTING POWER OF J. JILL'S THEN OUTSTANDING SECURITIES INCREASES SUCH
PERSON'S BENEFICIAL OWNERSHIP OF SUCH SECURITIES BY 5% OR MORE OVER THE
PERCENTAGE SO OWNED BY SUCH PERSON ON THE DATE HEREOF; OR
12
(IV)
THE BOARD ADOPTS A RESOLUTION TO THE EFFECT THAT, FOR PURPOSES OF
THIS AGREEMENT, A POTENTIAL CHANGE IN CONTROL HAS OCCURRED.
The foregoing to the contrary notwithstanding, a Potential Change in Control
shall not be deemed to have occurred with respect to the Executive if (i) the
event first giving rise to the Potential Change in Control involves a publicly
announced transaction or publicly announced proposed transaction which at the
time of the announcement has not been previously approved by the Board and
(ii) the Executive is