HAS BEEN ALLOCATED OR AWARDED
TO THE EXECUTIVE FOR A COMPLETED YEAR OR OTHER MEASURING PERIOD PRECEDING THE
DATE OF TERMINATION UNDER ANY SUCH BONUS PLAN BUT HAS NOT YET BEEN PAID
(PURSUANT TO SECTION 5.2 HEREOF OR OTHERWISE), AND (II) A PRO RATA PORTION TO
THE DATE OF TERMINATION OF THE MAXIMUM BONUS AMOUNT PAYABLE TO THE EXECUTIVE
UNDER ALL BONUS PLANS WITH RESPECT TO THE YEAR (OR ANY PORTION THEREOF) IN WHICH
THE DATE OF TERMINATION OCCURS, TREATING ANY AND ALL PERFORMANCE GOALS UNDER
SUCH BONUS PLANS AS HAVING BEEN MET AND CALCULATED BY MULTIPLYING SUCH MAXIMUM
BONUS AMOUNT BY A FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER OF DAYS IN SUCH
YEAR (OR PORTION THEREOF) WHICH ELAPSED TO THE DATE OF TERMINATION AND THE
DENOMINATOR OF WHICH IS THE NUMBER OF DAYS IN SUCH YEAR (OR PORTION THEREOF).
(C)
FOR A TWENTY-FOUR (24) MONTH PERIOD AFTER THE
DATE OF TERMINATION, THE COMPANY SHALL ARRANGE TO PROVIDE THE EXECUTIVE WITH
LIFE, DISABILITY, ACCIDENT AND HEALTH INSURANCE BENEFITS SUBSTANTIALLY SIMILAR
TO THE LIFE, DISABILITY, ACCIDENT AND HEALTH INSURANCE
3
BENEFITS WHICH THE EXECUTIVE IS RECEIVING IMMEDIATELY PRIOR TO THE NOTICE OF
TERMINATION (WITHOUT GIVING EFFECT TO ANY REDUCTION IN SUCH BENEFITS SUBSEQUENT
TO A CHANGE IN CONTROL WHICH REDUCTION CONSTITUTES GOOD REASON).
BENEFITS
OTHERWISE RECEIVABLE BY THE EXECUTIVE PURSUANT TO THIS SECTION 6.1(C) SHALL BE
REDUCED TO THE EXTENT COMPARABLE BENEFITS ARE ACTUALLY RECEIVED BY OR MADE
AVAILABLE TO THE EXECUTIVE WITHOUT COST DURING THE TWENTY-FOUR (24) MONTH PERIOD
FOLLOWING THE EXECUTIVE'S TERMINATION OF EMPLOYMENT (AND ANY SUCH BENEFITS
ACTUALLY RECEIVED BY THE EXECUTIVE SHALL BE REPORTED TO THE COMPANY BY THE
EXECUTIVE).
6.2
THE PAYMENTS PROVIDED FOR IN SECTION 6.1
(OTHER THAN SECTION 6.1(C)) HEREOF SHALL BE MADE NOT LATER THAN THE FIFTH (5TH)
DAY FOLLOWING THE EXPIRATION OF THE SEVEN-DAY REVOCATION PERIOD DESCRIBED IN
SECTION 6.6 WITHOUT REVOCATION OF THE RELEASE AND WAIVER BY THE EXECUTIVE,
UNLESS THE COMPANY DETERMINES IN GOOD FAITH THAT SUCH PAYMENTS ARE REQUIRED TO
BE DELAYED FOR A PERIOD OF SIX (6) MONTHS IN ORDER TO SATISFY THE REQUIREMENTS
OF INTERNAL REVENUE CODE §409A(A)(2)(B)(I), IN WHICH CASE THE COMPANY SHALL SO
ADVISE THE EXECUTIVE, AND SUCH PAYMENTS SHALL BE MADE ON THE EARLIER OF (I) SIX
(6) MONTHS AFTER THE DATE OF TERMINATION OR (II) THE DEATH OF THE EXECUTIVE.
6.3
IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED
FOLLOWING A CHANGE IN CONTROL AND DURING THE TERM OF THIS AGREEMENT, UNLESS SUCH
TERMINATION IS (I) BY THE COMPANY FOR CAUSE, (II) BY REASON OF DEATH OR
DISABILITY OR (III) BY THE EXECUTIVE WITHOUT GOOD REASON, ALL OUTSTANDING STOCK
OPTIONS HELD BY THE EXECUTIVE FOR THE PURCHASE OF SHARES OF COMMON STOCK OF J.
JILL SHALL IMMEDIATELY BECOME VESTED IN FULL.
THE EXECUTIVE AGREES NOT TO
EXERCISE THE PORTION OF SUCH STOCK OPTIONS FOR WHICH VESTING HAS BEEN
ACCELERATED UNTIL THE SEVEN-DAY REVOCATION PERIOD DESCRIBED IN SECTION 6.6 HAS
EXPIRED WITHOUT REVOCATION OF THE RELEASE AND WAIVER BY THE EXECUTIVE, AND ANY