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 West
155 Seaport Boulevard
Boston, Massachusetts 02210-2600