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 "part of a purchasing group" proposing the