Employment Agreement (this “Agreement”) is made and entered into as of the last date signed below (the “Effective
Date”), by and between J.Jill, Inc. (the “Company”) and Claire Spofford (“Executive”
and, together with the Company, the “Parties”). It is understood that Executive’s first day of employment
under this Agreement shall be no later than February 15, 2021, or as may be mutually agreed in writing between the Parties (the
E C I T A L S
the Parties desire to enter into a written employment agreement to reflect the terms upon which Executive shall provide services
to the Company and its direct and indirect subsidiaries, whether existing on the Effective Date or thereafter acquired or formed
(collectively, the “J.Jill Companies”); and
Executive’s agreement to enter into this Agreement and be bound by the terms hereof, including the restrictive covenants
described herein, is a material inducement to the Company’s willingness to provide equity-based compensation to Executive
as described herein, and the Company would not otherwise grant such equity-based compensation to Executive if Executive did not
agree to enter into this Agreement.
THEREFORE, in consideration of the mutual promises, terms, covenants, and conditions set forth in this Agreement, and the
performance by the Parties of their respective obligations hereunder, the Parties, intending to be legally bound, agree as follows:
The term of this Agreement and of Executive’s employment with the Company (the “Term”) shall begin on
the Start Date and continue until the Term is terminated in accordance with Section 6 of this Agreement.
and Duties. The Company hereby employs Executive as the President and Chief Executive Officer of the J.Jill Companies,
reporting directly to the Board of Directors of the Company (the “Board”). Executive shall have such responsibilities,
duties, and authorities as are assigned by the Board and are commensurate with the position of Chief Executive Officer. Executive
shall fulfill her duties and responsibilities in a diligent, trustworthy and appropriate manner and in compliance with the policies
and practices of the J.Jill Companies and applicable law. During the Term, Executive shall devote her full business time and attention
to the business and affairs of the J.Jill Companies and shall not be engaged in or employed by or provide services to any other
business enterprise without the written approval of the Board; provided, however, that Executive may serve on the
board of directors or similar governing authority of not more than two (three including the Board) business organizations (and
retain any compensation from same) and may manage her personal affairs, finances, and investments, and may participate in charitable
and not-for-profit activities, all without the necessity of obtaining the Board’s approval, so long as such activities do
not create an actual or potential conflict of interest with, or interfere with the performance of, Executive’s duties hereunder
or conflict with Executive’s covenants under paragraphs 7 through 11 of this Agreement, in each case as determined in the
sole judgment of the Board.
For all services rendered by Executive (including her compliance with the covenants in paragraphs 7 through 11 of this Agreement),
the Company shall compensate Executive during the Term as follows:
Salary. As of the Start Date, the gross annual salary payable to Executive shall be Nine Hundred Thousand Dollars ($900,000)
per year, which shall be paid in substantially equal installments on a regular basis in accordance with the Company’s standard
payroll procedures, but not less than monthly, and prorated for any partial year of employment (the “Base Salary”).
Executive's Base Salary shall not be decreased during the Term except as provided in section 6(d)(iv) below. The Base Salary shall
be reviewed by the Compensation Committee of the Board (the “Committee”) at least annually and shall be subject
to increase by the Committee in its discretion.
Bonus. For each fiscal year during the Term, Executive shall be eligible for an annual bonus (the “Annual Bonus”).
The Annual Bonus shall be determined by the Committee based upon the Company’s achievement of financial and other goals
to be proposed annually by Executive and approved by the Committee. If all performance objectives are fully met, the target amount
of the Annual Bonus shall be equal to one hundred percent (100%) of Executive’s Base Salary (prorated for partial years
of employment), but a higher bonus shall be possible for exceptional performance. The Annual Bonus shall be paid in accordance
with the Company’s customary practices for payment of annual bonuses to senior executive employees within seventy-five (75)
days after the later of (i) the close of the fiscal year (defined as January 31) for which the Annual Bonus was earned and
(ii) the completion of the applicable fiscal year financial audit, but in no event later than April 15 of the fiscal
year following the fiscal year in which the Annual Bonus was earned; provided, however, that except as provided
in this Agreement, Executive must be employed through the end of the applicable fiscal year to be entitled to receive the Annual
and Perquisites. Executive shall be entitled to participate in the employee benefit plans and programs of the J.Jill Companies
in accordance with the terms of such plans and programs and shall be entitled to the same perquisites as are made available to
other senior executive employees of the J.Jill Companies. In addition, Executive will receive a housing stipend in the amount
of Ninety Thousand Dollars ($90,000) per year for the first three (3) years of Executive’s employment. The three-year period
shall be measured from Executive’s Start Date. Executive shall receive the yearly housing stipend in installments of Seven
Thousand Five Hundred Dollars ($7,500), payable monthly in advance. In addition, during the Term, Executive shall be entitled
to reimbursement for expenses reasonably incurred in connection with an annual physical with a provider of Executive’s choice,
and up to Twenty Five Thousand Dollars ($25,000) of professional fees incurred in connection with income tax planning and return
preparation per year.
Bonus. Executive shall be paid a one-time cash sign-on bonus of One Million Six Hundred Thousand Dollars ($1,600,000) within
fifteen (15) days following Executive’s Start Date with the Company; provided that if Executive’s employment with
the Company is terminated by the Company for Cause or Executive resigns without Good Reason, in either case, during the first
year of Executive’s employment with the Company, then
Executive shall repay the after-tax portion of the sign-on bonus to
the Company within thirty (30) business days following such termination of employment.
Executive shall be entitled to not less than four (4) weeks of paid vacation during each calendar year (prorated for any partial
calendar year of employment) in accordance with the J.Jill Companies’ policies and practices for senior executive employees
of the J.Jill Companies.
Equity Award. Subject to Executive’s commencing employment with the Company on the Start Date, the Company shall grant
to Executive on the Start Date a one-time sign-on equity award, consisting of one million five hundred thousand (1,500,000) restricted
stock units (the “RSU Award”), which shall vest in equal installments on each of the first four anniversaries
of the date of grant, subject to Executive’s continued employment with the Company as of such anniversary date, except as
otherwise provided in Section 6(g) below. The RSU Award shall be an inducement award and be subject to the award agreement substantially
in the forms attached hereto as Exhibit A.
Grant. Beginning in fiscal 2021 and for each subsequent fiscal year, Executive shall be eligible to participate in, and receive
grants of stock options, restricted stock, restricted stock units or other forms of equity compensation subject to the terms of
any of J.Jill’s equity compensation plans and related documents, including, without limitation, the Plan (the “Annual
Grant”). The terms and conditions of each Annual Grant, including, without limitation, with respect to the form of such
equity compensation and vesting terms thereof, shall be determined by the Committee in its sole discretion; provided, however,
in no event shall the terms and conditions of any Annual Grant to Executive be less favorable than those applicable to any other
senior executive of the Company.
Reimbursement. The Company shall reimburse Executive for (or, at the Company’s option, pay) all business travel
and other out-of-pocket expenses reasonably incurred by Executive in the performance of her duties under this Agreement. All reimbursable
expenses shall be appropriately documented by Executive upon submission of any request for reimbursement in a manner consistent
with the expense reporting policies of the J.Jill Companies and applicable federal and state tax recordkeeping requirements. The
amount of expenses eligible for reimbursement during any taxable year of Executive under this Agreement will not affect the expenses
eligible for reimbursement in any other taxable year of Executive, and Executive’s right to reimbursement of expenses is
not subject to liquidation or exchange for another benefit. The Company shall also pay, directly to the Executive’s counsel,
all legal fees incurred in connection with the review of this Agreement, including the exhibits hereto, not to exceed Thirty Thousand
of Performance. Executive shall carry out her duties and responsibilities under this Agreement principally in and from
the Company’s offices in the Quincy, Massachusetts, unless otherwise mutually agreed to by the Company and the Executive.
Executive understands that her position will involve substantial travel and agrees to undertake such travel as may be necessary
or desirable in the performance of her duties and responsibilities under this Agreement.
Rights on Termination. Upon termination of Executive’s employment for any reason, Executive agrees to resign, as
of the date of termination, from all positions on the Board and all committees thereof and from all other positions, whether as
officer, director, employee, trustee, consultant or otherwise, that Executive then holds with the Company. Executive agrees to
promptly execute such documents as the Company shall reasonably deem necessary to effect such resignations, and in the event that
the Executive is unable or unwilling to, or does not, execute any such document, Executive hereby grants her proxy to any officer
of the Company to so execute on her behalf or will otherwise be deemed to have resigned from all such positions. Executive’s
employment and the Term may be terminated in any one of the following ways:
by the Company for Cause. The Company may terminate the Term and Executive’s employment for Cause (as defined below),
and such termination for Cause shall be effective immediately upon provision of notice to Executive that her employment has been
terminated for Cause. For purposes of this Agreement, “Cause” shall mean: (i) Executive’s willful
breach of Section 7(b), (c), or (d) or Sections 8, 9, or 10 of this Agreement; (ii) Executive’s willful failure to
follow a lawful directive of the Board; (iii) Executive’s willful misconduct or gross negligence in the performance
or nonperformance of any of her duties or responsibilities; (iv) Executive’s dishonesty or fraud with respect to the
business or affairs of any J.Jill Company; (v) Executive’s conviction of or plea of no contest to any misdemeanor involving
theft, fraud, dishonesty, or act of moral turpitude or any felony that in either case results, or would reasonably be expected
to result, in material harm to the business or reputation of the Company; or (vi) Executive’s use of alcohol or drugs
in a manner that materially interferes with the performance of her duties for the J.Jill Companies; provided, however,
that in the event of a breach, a failure or negligence described in clauses (i), (ii) or (iii) and in the first instance of a
use of alcohol or drugs having the consequence described in clause (vi), in any such case, which can be cured by Executive, the
Company shall provide Executive with notice of the facts and circumstances which constitute Cause and shall provide Executive
no less than ten (10) business days in which to cure such breach, failure, negligence or use and shall not terminate Executive
for Cause if Executive cures such breach, failure, negligence or use within such ten (10) day period. In the event of termination
of Executive’s employment for Cause, no compensation or benefits shall be payable to Executive after the date of such termination,
except as provided for in paragraph 6(f) of this Agreement.
for Executive’s Death or Disability. In the event that Executive dies or becomes Disabled, no compensation or benefits
shall be payable to Executive or her estate after the date of termination, except as provided for in paragraph 3(f) or 6(f) of
this Agreement. For purposes of this Agreement, “Disabled” shall mean either (i) Executive’s inability
to perform the essential duties and responsibilities of her position (even with reasonable accommodation taken into account) by
reason of Executive’s mental or physical disability, illness or impairment that has already lasted for a period of one hundred
and eighty (180) or more days during any twelve (12) month period, or (ii) Executive’s inability to perform the essential
duties and responsibilities of her position (even with reasonable accommodation taken into account) by reason of Executive’s
mental or physical disability, illness or impairment that can be expected to result in death or that can be expected to last for
a period of one hundred and eighty (180) or more days during any twelve (12) month period. Any question as to the existence of
Executive's Disability as to which the Executive and the Company cannot agree shall be determined in writing
by a qualified independent
physician mutually acceptable to the Executive and the Company. If the Executive and the Company cannot agree as to a qualified
independent physician, each shall appoint such a physician and those two physicians shall select a third who shall make such determination
in writing. The written determination shall be final and conclusive for all purposes of this Agreement.
by the Company Without Cause. At any time during the Term, the Company may, without Cause and for any reason whatsoever, terminate
the Term and Executive’s employment, effective immediately upon provision of notice to Executive or at such later date specified
by the Company. In the event Executive’s employment is terminated during the Term without Cause, and not by reason of Executive’s
death or disability, and provided that Executive fully complies with her obligations under paragraphs 7 through 11 of this
Agreement and executes (and does not revoke) a full and complete release of all claims against the J.Jill Companies and their
respective affiliates, substantially in the form attached hereto as Exhibit B (the “Release”), such
that the Release becomes irrevocable within sixty (60) days after her termination of employment with the Company, then Executive
shall be paid compensation pursuant to paragraph 6(g) or 6(h) of this Agreement, as applicable.
by Executive For Good Reason. Executive may terminate the Term and Executive’s employment for Good Reason (as defined
below) effective on the first day after the end of the Cure Period (defined herein). “Good Reason” shall mean:
(i) a material diminution in Executive’s duties or responsibilities; (ii) (A) Executive shall not be the senior most executive
officer of J.Jill Companies, (B) Executive shall not report directly to the Board or (C) any officer of the J.Jill Companies shall
not report, directly or through officers reporting to Executive (provided that the Board may appoint a chairperson who is designated
as an officer of the Company and the Company may establish independent reporting relationships between officers such as the Chief
Financial Officer, Chief Compliance Officer or Chief Legal Officers and the Board or Committees of the Board responsible for oversight
of substantive areas of the Companies reporting or compliance obligations); (iii) a reduction in Executive’s title below
the title of Chief Executive Officer or President; (iv) a material reduction in Executive’s Base Salary, other than
an across the board reduction to base salary for all senior executives of the Company of no more than twenty percent (20%) (provided
that all such across the board reductions during the Term shall not, when aggregated, exceed twenty percent (20%) of Executive’s
Base Salary as of the date of the first such reduction); (v) the Company’s failure to obtain an agreement from any successor
to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would
be required to perform if no succession had taken place, except where such assumption occurs by operation of law; (vi) the
relocation of Executive’s principal work location outside of the Quincy, Massachusetts, area without Executive’s consent;
or (vii) any other material breach of this Agreement by the Company; provided, however, that Good Reason shall not
exist unless (A) Executive gives the Board a written statement of the basis for Executive’s belief that Good Reason
exists, (B) such written statement is provided not later than ninety (90) days after Executive knows, or should reasonably
have known, of the existence of the condition that Executive believes forms the basis for resignation for Good Reason, (C) Executive
gives the Board at least ten (10) business days after receipt of such written statement to cure the basis for such belief (the
“Cure Period”), (D) the Board does not cure the basis for such belief within the Cure Period. In the event
Executive terminates her employment for Good Reason, and provided
that Executive fully complies with her obligations under paragraphs
7 through 11 of this Agreement and executes (and does not revoke) the Release such that it becomes irrevocable within sixty (60)
days after her termination of employment with the Company, then Executive shall be paid compensation and severance pursuant to
paragraph 6(g) or 6(h) of this Agreement, as applicable.
by Executive Without Good Reason. Executive may resign or terminate her employment hereunder without Good Reason (including,
without limitation, Executive’s retirement). In such event, no compensation or benefits shall be payable to Executive after
the date of termination, except as provided for in paragraph 6(f) of this Agreement.
Through Termination. Upon termination of Executive’s employment for any reason except a termination of employment by
the Company without Cause or by Executive for Good Reason, Executive shall be entitled to receive her Base Salary, any earned,
but unpaid, Annual Bonus for the immediately preceding fiscal year, and all benefits and reimbursements earned or accrued through
the effective date of termination. Such Base Salary and Annual Bonus shall be paid in accordance with the Company’s standard
payroll procedures. No other compensation or benefits will be due or payable to Executive after such termination, except as provided
or as otherwise required under the terms of the employee benefit plans and programs of the J.Jill Companies or applicable law.
for Termination by the Company Without Cause or by Executive For Good Reason. In the event Executive’s employment is
terminated by the Company without Cause or by Executive for Good Reason, and provided that Executive fully complies with her obligations
under paragraphs 7 through 11 of this Agreement and executes (and does not revoke) the Release, such that by its terms it becomes
irrevocable within sixty (60) days after her termination of employment with the Company, then Executive shall be entitled to:
of all compensation earned and all benefits and reimbursements due through the effective date of termination, with any compensation
payable in cash to be paid no later than thirty (30) days following the date of such termination of employment;
payment of Executive’s then-current annual Base Salary during the Severance Period (as defined below), paid on regularly
scheduled payroll dates beginning on the first regular payroll date that is sixty (60) days after Executive experiences a “separation
from service” within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended
(the “Code”); provided, that such first payment shall be a lump sum payment equal to the amount of all
payments due from the date of such termination through the date of such first payment;
if Executive’s termination occurs during the period beginning on February 15, 2021 and ending on January 31, 2022, then
a full-year bonus for the year of termination equal to one hundred percent (100%) of Executive’s annual Base Salary immediately
prior to such termination, or (B) if the termination occurs after January 31, 2022, then an Annual Bonus for the year of termination
based on the actual bonus Executive would have received had she remained employed for the full performance period (with any personal
financial performance goals deemed achieved at one hundred percent (100%)), prorated to reflect the portion of the year worked
and payable in accordance with paragraph 3(b) of this Agreement; provided that, in the case of either a termination described
in clause (A) or (B), the bonus will be paid only if the Company meets its budget for the fiscal year in which the termination
occurs and, in the case of any bonus that becomes payable, such bonus will be paid at the same time the Company pays year-end
bonuses to its senior executives, generally. In all applicable circumstances, the Company will provide the completed Release to
Executive within seven (7) days following the date of termination;
the Severance Period immediately after the effective date of Executive’s termination, or, if earlier, until coverage is
obtained by Executive from another employer (which coverage Executive shall promptly disclose to the Company), to the extent permitted
by applicable law, Executive shall also receive a continuation of the medical and dental coverage to which Executive was entitled
under paragraph 3(c) of this Agreement immediately prior to such termination (including dependent coverage), at the same premium
cost to Executive as determined immediately prior to such termination; provided, that any right Executive has to COBRA
under the group health plan in which she participated during her employment with the Company will run concurrently with the continuation
of coverage provided herein, and, provided, further, that any Company-paid premiums shall be reported as taxable
income to Executive and subject to Executive’s execution and non-revocation of the Release. Executive’s rights under
any employee benefit plan or program of the J.Jill Companies shall be governed by the terms of such plan or program but no rights
under any severance plan or policy. Notwithstanding the foregoing, if Executive fails to timely execute the Release or Executive
revokes her execution of the Release on or before the last day of the sixty (60) day period that starts on the date of Executive’s
separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code), Executive shall forfeit any right
to any compensation and severance under this paragraph 6(g); and
of a number of RSUs equal to the product of the (x) the number of RSUs scheduled to vest on the next vesting date following such
termination of employment, multiplied by (y) a fraction, (1) the numerator of which is equal to the number of days that have elapsed
since the last vesting date prior to the date of termination of employment or, if no such vesting date has occurred, the applicable
date of grant, and (2) the denominator of which is 365. For the avoidance of doubt, the remaining unvested RSUs shall be canceled
immediately and the Participant shall not be entitled to receive any payments with respect thereto.
purposes of this Agreement, “Severance Period” means: (i) if the termination occurs on or prior to January
31, 2022, then the 24-month period beginning on the termination date; or (ii) if the termination occurs after January 31, 2022,
then the 12-month period beginning on the termination date.
for Termination by the Company Without Cause or by Executive For Good Reason Following a Change in Control. If at any time
following a Change in Control (as defined in the Plan) as a result of which the Company or its successor does not have any stock
trading on a nationally recognized securities exchange, Executive’s employment is terminated by the Company without Cause
or by Executive for Good Reason, and provided that Executive fully complies with her obligations under paragraphs 7 through 11
of this Agreement and executes (and does not revoke) the Release such that by its terms it becomes irrevocable within sixty (60)
days after her termination of employment with the Company, then Executive, in
lieu of the payments described in paragraph 6(g),
shall be paid: (i) all compensation earned and all benefits and reimbursements due through the effective date of termination,
with any compensation payable in cash to be paid no later than 30 days following the date of such termination of employment; and
(ii) an amount equal to two (2) times the sum of (a) Executive’s then-current annual Base Salary, and (b) Executive’s
target Annual Bonus for the year of termination, paid in substantially equal installments on regularly scheduled payroll dates
for the twelve (12)-month period that begins on the first regular payroll date that is sixty (60) days after Executive experiences
a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code; provided,
that such first payment shall be a lump sum payment equal to the amount of all payments due from the date of such termination
through the date of such first payment. In all applicable circumstances, the Company will provide the completed Release to Executive
within seven (7) days following the date of termination. During the twenty-four (24)-month period immediately after the effective
date of Executive’s termination, or, if later, the period from Executive’s termination of employment through the completion
of the Term, to the extent permitted by applicable law, Executive shall also receive a continuation of the medical and dental
coverage to which Executive was entitled under paragraph 3(c) of this Agreement immediately prior to such termination (including
dependent coverage), at the same premium cost to Executive as determined immediately prior to such termination; provided,
that any right Executive has to COBRA under the group health plan in which she participated during her employment with the Company
will run concurrently with the continuation of coverage provided herein, and, provided, further, that any Company-paid
premiums shall be reported as taxable income to Executive and subject to Executive’s execution and non-revocation of the
Release. Executive’s rights under any employee benefit plan or program of the J.Jill Companies shall be governed by the
terms of such plan or program but no rights under any severance plan or policy. Notwithstanding the foregoing, if Executive fails
to timely execute the Release or Executive revokes her execution of the Release on or before the last day of the sixty (60)-day
period that starts on the date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of
the Code), Executive shall forfeit any right to any compensation and severance under this paragraph 6(h).
that Survive Termination of Agreement. All rights and obligations of the Parties under this Agreement shall cease as of the
effective date of termination of this Agreement, except that (i) the Company’s payment and other obligations under
paragraph 6 of this Agreement, if any, and its rights and/or obligations under paragraphs 17 through 19 of this Agreement shall
survive such termination in accordance with their terms, and (ii) Executive’s obligations under paragraphs 7 through
11, and 17 through 19 of this Agreement shall survive such termination in accordance with their terms.
to Offset; No Mitigation. In the event of any termination of Executive’s employment under this Agreement for any reason,
the Company’s obligation to make any payments hereunder shall be subject to offset for any outstanding amounts that Executive
owes to any J.Jill Company. The Executive shall have no duty to mitigate the Company’s obligation to make any payments hereunder
by seeking other employment or otherwise. All payments and benefits payable under this Agreement are gross payments subject to
applicable taxes and withholdings.
with Code Section 409A.
the extent this Agreement is subject to Section 409A of the Code (“Section 409A”), the Parties intend
all payments under this Agreement to comply with the requirements of Section 409A, and this Agreement shall, to the extent practical,
be operated and administered to effectuate such intent. In furtherance thereof, if payment or provision of any amount or benefit
hereunder at the time specified in this Agreement would subject such amount or benefit to any additional tax under Section 409A,
the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or
the provision of such amount or benefit could be made without incurring such additional tax (including paying any severance that
is delayed in a lump sum upon the earliest possible payment date which is consistent with Section 409A). In addition, to the extent
that any regulations or guidance issued under Section 409A (after application of the previous provision of this paragraph) would
subject Executive to the payment of interest or any additional tax under Section 409A, the Parties agree, to the extent reasonably
possible, to amend this Agreement in order to avoid the imposition of any such interest or additional tax under Section 409A,
which amendment shall have the minimum economic effect necessary on Executive and be reasonably determined in good faith by the
Parties; provided, however, that the Parties shall not be required to substitute a cash payment for any non-cash
termination of Executive’s employment shall not be deemed to have occurred for purposes of any provision of this Agreement
providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A
upon or following a termination of Executive’s employment, unless such termination is also a “separation from service”
within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section
409A. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,”
“termination of employment” or like terms shall mean “separation from service.”
respect to any payment under this Agreement constituting nonqualified deferred compensation subject to Section 409A, (A) all expenses
or other reimbursements provided herein shall be payable in accordance with the Company’s policies in effect from time to
time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such
expenses were incurred by Executive; (B) no such reimbursement or expenses eligible for reimbursement in any taxable year shall
in any way affect the expenses eligible for reimbursement in any other taxable year; and (C) the right to reimbursement or in-kind
benefits shall not be subject to liquidation or exchange for another benefit.
Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under
Section 409A, then with regard to any payment or the provision of any benefit under this Agreement that is considered nonqualified
deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit
shall be made or provided on the first business day following the earlier of (A) the expiration of the six (6)-month period measured
from the date of such “separation from service” of Executive, and (B) the date of Executive’s death (the “Delay
Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph 6(k)
(whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid
or reimbursed to Executive in a lump sum (without interest) on the
first business day following the Delay Period, and any remaining
payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified
for them herein.
right to receive any installment payments payable hereunder shall be treated as a right to receive a series of separate payments
and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment for purposes
of Section 409A.
with Code Section 280G. If any payments or benefits to which Executive is entitled under this Agreement (referred to in this
paragraph 6(l) as the “Payments”) would cause Executive to be liable for the federal excise tax levied on certain
“excess parachute payments” under Code Section 4999 (the “Excise Tax”), then the Payments shall
be reduced (or repaid to the Company, if previously paid or provided) solely to the extent provided below. For purposes of this
paragraph 6(l), the terms “excess parachute payment” and “parachute payment” will have the meanings assigned
to them by Section 280G of the Code (“Section 280G”).
the Payments exceed 2.99 times Executive’s “Base Amount” (as defined in Section 280G), a “reduced payment
amount” shall be calculated by reducing the Payments to the minimum extent necessary so that no portion of the Payments,
as so reduced, shall constitute an excess parachute payment. Executive shall receive either (i) all Payments otherwise due to
Executive, without reduction or repayment, or (ii) the reduced payment amount described in the preceding sentence, whichever will
provide Executive with the greater after-tax economic benefit taking into account for these purposes any applicable Excise Tax.
Payments are required to be reduced/repaid pursuant to this paragraph 6(l), and the extent to which they are required to be so
reduced/repaid, will be determined by the Company in good faith, and the Company will notify Executive in writing of its determination.
Any such notice shall describe in reasonable detail the basis of the Company’s determination. If Executive accepts the Company’s
determination, Executive shall so advise the Company of such decision within thirty (30) days of receipt of notice from the Company.
If Executive objects to such determination within thirty (30) days of receipt of notice from the Company, the Company will retain,
at its expense, a nationally recognized public accounting firm, employment consulting firm or law firm selected by the Company
and reasonably acceptable to Executive to review the matter. Such firm shall meet with Executive and her representatives and the
Company and its representatives and thereafter render its written opinion as to the extent, if any, that in such firm’s
reasonable judgment the payments and benefits otherwise due to Executive hereunder must be reduced hereunder. The decision of
such firm concerning the extent of any required reduction in such the Payments shall be final and binding on both Executive and
at the time of a change in control, the Company is a corporation described in Section 280G(b)(5)(A)(i) of the Code, and the imposition
of an Excise Tax on the Payments could be avoided by approval of shareholders as described in Section 280G(b)(5)(B) of the Code,
then the Company shall use reasonable best efforts to solicit a vote of such shareholders (described in Section 280G(b)(5)(B)
of the Code), in which case the Company will, in good faith, cause such vote to be solicited, and Executive will reasonably cooperate
and execute such waivers of
compensation as may be necessary to enable the shareholder vote to comply with the requirements specified
in Section 280G and the regulations promulgated thereunder. Executive shall have until the earlier of (i) ten business days after
the Executive was notified that the Excise Tax could be imposed on the Payments and (ii) five business days prior to the date
of the consummation of the transaction(s) that could cause the imposition of an Excise Tax on the Payments to provide written
notice to the Company requesting the Company to solicit such a shareholder vote.
Payments to which the Excise Tax would otherwise apply shall, to the extent permitted by applicable law, be treated as consideration
for Executive’s compliance with the restrictive covenants set forth in paragraph 7.
acknowledges and agrees that during her employment with the Company, she will: (i) have the primary duty of managing the
Company; (ii) customarily and regularly direct the work of two or more employees; and (iii) have the authority to hire
or fire other employees or have particular weight given to her suggestions and recommendations as to the hiring, firing, advancement,
promotion, or any other change of status of other employees. Executive further acknowledges and agrees that by reason of the time,
training, money and trust invested in her by the Company and her exposure to the public or to customers, vendors, or other business
relationships, she will gain (A) a high level of notoriety, fame, reputation, or public persona as the Company’s representative
or spokesperson, or (B) a high level of influence or credibility with the customers, vendors, or other business relationships
of the J.Jill Companies. Executive further acknowledges and agrees that she will be intimately involved in the planning for or
direction of the business of the J.Jill Companies, and that she has or will obtain selective or specialized skills, knowledge,
abilities, or customer contacts or information by reason of working for the Company. Notwithstanding the foregoing, Executive
may serve on a board of directors in any business during the Restricted Period, subject to the prior written approval of the Board.
Executive’s employment with the Company and for a period of twelve (12) months thereafter (the “Restricted Period”),
Executive shall not, either directly or indirectly, for herself or on behalf of or in conjunction with any other person, company,
partnership, corporation, business, group, or other entity (each, a “Person”), engage, within the Territory
(as described below), as an officer, director, owner, partner, member, joint venturer, or in a managerial capacity (whether as
an employee, independent contractor, agent, representative, or consultant), in any business engaged in the Business of the J.Jill
Companies (as described below); provided, however, that Executive shall not be prohibited from owning less than five percent (5%)
of the outstanding shares of any class of equity securities registered under the Securities Exchange Act of 1934, as amended (the
“34 Act”). In the event that Executive resigns without Good Reason, the Company may elect to pay Executive
her Base Salary for a period of up to twelve (12) months in consideration for Executive’s compliance with this Section 7(b).
addition, during Executive’s employment with the Company and for a period of twenty-four (24) months thereafter, Executive
shall not, either directly or indirectly, for herself or on behalf of or in conjunction with any other Person:
or attempt to solicit, recruit or attempt to recruit, any employee, agent, or contract worker of the J.Jill Companies with whom
Executive had material business contact during the course of her employment with the Company to end his or her relationship with
any J.Jill Company; or
to induce or otherwise cause any supplier, vendor, licensee, licensor or any other Person with whom any J.Jill Company then has,
or during the twelve (12) months prior to such time had, a business relationship, whether by contract or otherwise, to discontinue
or alter such business relationship in a manner that is adverse to any J.Jill Company.
addition, in furtherance of the Company's reasonable efforts to safeguard Confidential Information (defined below), Executive
agrees that, during Executive's employment with the Company and during the Restricted Period, Executive shall not serve as a council
member or participate in any similar capacity for Gerson Lehrman Group, Inc., Coleman Research, GuidePoint Global, or any other
firm the primary purpose of which is to connect its clients with executives or industry specialists (whether through in-person
meetings, telephone conversations, on-line forums or other mediums) as a means for its clients to conduct primary research on
a particular company, industry or business sector.
purposes of paragraphs 7 through 11 of this Agreement:
“Territory” shall be defined as the United States of America and any other territory where employee is working
at the time of termination of employment with the Company; which Executive acknowledges and agrees is the territory in which she
is providing services to the J.Jill Companies pursuant to this Agreement.
“Business of the J.Jill Companies” shall be defined as a women’s retail, catalog, phone and/or internet
apparel business (regardless of its form of organization, and including a division of a general retailer, such as a department
store, if the division is engaged in a specialty women’s apparel retail or specialty women’s apparel catalog business,
including, for purposes of illustration, but not limited to, Ascena Retail Group Inc. and its subsidiaries, Chico’s FAS,
Inc. and its subsidiaries, Eddie Bauer LLC, Eileen Fisher Inc. and its subsidiaries, Nordstrom Inc., J. Crew and its subsidiaries,
L.L. Bean, Inc., Lands End Inc., The Talbots, Inc. and its subsidiaries, The Gap Inc. and its subsidiaries).
covenants in this paragraph 7 are severable and separate, and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. If any provision of this paragraph 7 relating to the time period, scope, or geographic area
of the restrictive covenants shall be declared by a court of competent jurisdiction or arbitrator to exceed the maximum time period,
scope, or geographic area, as applicable, that such court or arbitrator deems reasonable and enforceable, then this Agreement
shall automatically be considered to have been amended and revised to reflect such determination.
of the covenants in this paragraph 7 shall be construed as an agreement independent of any other provisions in this Agreement,
and the existence of any claim or cause of action Executive may have against any J.Jill Company, whether predicated on this
or otherwise, shall not constitute a defense to the enforcement by any J.Jill Company of such covenants.
has carefully read and considered the provisions of this paragraph 7 and, having done so, agrees that the restrictive covenants
in this paragraph 7 impose a fair and reasonable restraint on Executive and are reasonably required to protect the interests of
the J.Jill Companies and their respective officers, directors, employees and equityholders.
Secrets and Confidential Information.
purposes of this paragraph 8, “Confidential Information” means all non-public or proprietary data or information
(other than Trade Secrets) concerning the business and operations of the J.Jill Companies, including, but not limited to, any
non-public information (regardless of whether in writing or retained as personal knowledge) pertaining to research and development;
product costs, designs and processes; equityholder information; pricing, cost, or profit factors; quality programs; annual budget
and long-range business plans; marketing plans and methods; contracts and bids; business ideas and methods, store concepts, inventions,
innovations, developments, graphic designs, website designs, patterns, specifications, procedures, databases and personnel. “Trade
Secret” means trade secret as defined by applicable state law. In the absence of such a definition, Trade Secret means
information including, but not limited to, any technical or nontechnical data, formula, pattern, compilation, program, device,
method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers
or other information similar to any of the foregoing, which (i) derives economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means by, other persons who can derive economic value from its
disclosure or use and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
acknowledges that in the course of her prior services as a member of the Board and her future employment with the Company, she
has received or will receive and has had or will have access to Confidential Information and Trade Secrets of the J.Jill Companies,
and that unauthorized or improper use or disclosure by Executive of such Confidential Information or Trade Secrets will cause
serious and irreparable harm to the J.Jill Companies. Accordingly, she is willing to enter into the covenants contained in paragraphs
7, 8, 9, 10 and 11 of this Agreement in order to provide the J.Jill Companies with what she considers to be reasonable protection
for its interests.
hereby agrees to (i) hold in confidence all Confidential Information of the J.Jill Companies that came into her knowledge during
her employment by the Company and (ii) not disclose, publish or make use of such Confidential Information, other than in the good-faith
performance of her duties, without the prior written consent of the Company for as long as the information remains Confidential
hereby agrees to hold in confidence all Trade Secrets of the J.Jill Companies that came into her knowledge during her employment
by the Company not to disclose, publish, or make use of at any time after the date hereof such Trade Secrets without the prior
written consent of the Company for as long as the information remains a Trade Secret.
the foregoing, the provisions of this paragraph 8 will not apply to (i) information required to be disclosed by judicial
or governmental proceedings, or (ii) Confidential Information or Trade Secrets that otherwise becomes generally known in
the industry or to the public through no act of Executive or any person or entity acting by or on Executive’s behalf or
information which Executive can demonstrate to have had rightfully in her possession prior to the Start Date.
anything to the contrary herein, nothing in this Agreement will prohibit Executive from making reports of possible violations
of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under
Section 21F of the ’34 Act or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions
of federal law or regulation, or require modification or prior approval by the Company or any other J.Jill Company of any such
anything to the contrary contained herein, pursuant to the Defend Trade Secrets Act of 2016, Executive shall not be held criminally
or civilly liable under any federal or state trade secret law for the disclosure of a Trade Secret that: (i) is made (A) in confidence
to a Federal, state, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose
of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit
or other proceeding, if such filing is made under seal. Executive also understands that if she files a lawsuit for retaliation
by the Company for reporting a suspected violation of law, Executive may disclose the Trade Secret to her attorney and use the
Trade Secret information in the court proceeding, if Executive (i) files any document containing the Trade Secret under seal,
and (ii) does not disclose the trade secret, except pursuant to court order.
During the Term and thereafter, Executive shall not, directly or indirectly, take any action, or encourage others to take any
action, to disparage or criticize any J.Jill Company or any affiliate of any J.Jill Company or their respective officers, directors,
agents, or executives.
of Company Property. All records, designs, patents, business plans, financial statements, manuals, memoranda, customer
lists, computer data, customer information and other property or information delivered to or compiled by Executive by or on behalf
of the J.Jill Companies, their representatives, vendors or customers shall be and remain the property of the J.Jill Companies,
and be subject at all times to its discretion and control. Upon the request of the Company and, in any event, upon the termination
of Executive’s employment with the Company, Executive shall promptly deliver all such materials to the Company.
Product and Inventions.
Executive acknowledges that Executive’s work on and contributions to documents, programs, methodologies, protocols, and
other expressions in any tangible medium (including, without limitation, all business ideas and methods, store concepts, inventions,
innovations, developments, graphic designs (such as catalog designs, in-store signage and posters), web site designs, patterns,
specifications, procedures or processes, market research, databases, works of authorship, products and other works of creative
authorship) which have been
or will be prepared by Executive, or to which Executive has contributed or will contribute, in connection
with Executive’s services to any J.Jill Company (collectively, “Works”), are and will be within the scope
of Executive’s employment and part of Executive’s duties and responsibilities. Executive’s work on and contributions
to the Works will be rendered and made by Executive for, at the instigation of, and under the overall direction of any J.Jill
Company, and are and at all times shall be regarded, together with the Works, as “work made for hire” as that term
is used in the United States Copyright Laws. However, to the extent that any court or agency should conclude that the Works (or
any of them) do not constitute or qualify as a “work made for hire”, Executive hereby assigns, grants, and delivers
exclusively and throughout the world to the Company all rights, titles and interests in and to any such Works, and all copies
and versions, including all copyrights and renewals. Executive agrees to cooperate with the Company and to execute and deliver
to the Company and its successors and assigns, any assignments and documents the Company requests for the purpose of establishing,
evidencing, and enforcing or defending its complete, exclusive, perpetual and worldwide ownership of all rights, titles and interests
of every kind and nature, including all copyrights, in and to the Works, and Executive constitutes and appoints the Company as
its agent to execute and deliver any assignments or documents Executive fails or refuses to execute and deliver, this power and
agency being coupled with an interest and being irrevocable. Without limiting the preceding provisions of this paragraph 11(a),
Executive agrees that the Company may edit and otherwise modify, and use, publish and otherwise exploit, the Works in all media
and in such manner as the Company, in its sole discretion, may determine.
and Ideas. Executive shall disclose promptly to the Company (which shall receive it in confidence), and only to the Company,
any invention or idea of Executive in any way connected with Executive’s services or related to the Business of the J.Jill
Companies, any J.Jill Company’s research or development, or demonstrably anticipated research or development (developed
alone or with others), conceived or made during the Term or within three (3) months thereafter and hereby assigns to the
Company any such invention or idea. Executive agrees, subject to reimbursement of actual out of pocket expenses related thereto
and at the Company’s sole liability and expense, to cooperate with the Company and sign all papers reasonably deemed necessary
by the Company to enable it to obtain, maintain, protect and defend patents covering such inventions and ideas and to confirm
the Company’s exclusive ownership of all rights in such inventions, ideas and patents, and irrevocably appoints the Company
as its agent to execute and deliver any assignments or documents Executive fails or refuses to execute and deliver promptly, this
power and agency being coupled with an interest and being irrevocable. This constitutes the Company’s written notification
that this assignment does not apply to an invention for which no equipment, supplies, facility or trade secret information of
any J.Jill Company was used and which was developed entirely on Executive’s own time, unless (i) the invention relates
(A) directly to the Business of the J.Jill Companies, or (B) to actual or demonstrably anticipated research or development
of any J.Jill Company, or (ii) the invention results from any work performed by Executive for any J.Jill Company.
Prior Agreements; Non-contravention. The Company and Executive hereby agree that Executive’s employment with the
Company is conditioned on Executive obtaining a release from any existing restrictive covenants from Executive’s prior employer,
and representing that she is no longer a party to an agreement that prevents her from accepting the position of President and
Chief Executive Officer of the Company. The Company shall reimburse
Executive for Executive’s reasonable legal fees incurred
by her in negotiating a release with Executive’s prior employer, unless Executive chooses not to commence employment with
Binding Effect. Executive understands that she has been selected for employment by the Company on the basis of her personal
qualifications, experience, and skills. Executive agrees, therefore, that she cannot assign all or any portion of her performance
under this Agreement. The Company may assign this Agreement to the purchaser of substantially all of the assets of the Company,
or to any other J.Jill Company. Subject to the preceding two sentences, this Agreement shall be binding upon, inure to the benefit
of, and be enforceable by the Parties and their respective heirs, legal representatives, successors and permitted assigns. Executive
acknowledges and agrees that each J.Jill Company is a third-party beneficiary of this Agreement, including, without limitation,
this paragraph 13 and paragraph 17 hereof.
Agreement; Waiver; Amendment. Executive has no oral representations, understandings, or agreements with the Company or
any of its officers, directors or representatives covering the same subject matter as this Agreement. This Agreement is the final,
complete and exclusive statement of expression of the agreement between the Parties with respect to the subject matter hereof
(including, but not limited to, any severance payments, change in control payments and terms of employment) and cannot be varied,
contradicted or supplemented by evidence of any prior or contemporaneous oral or written agreements. This Agreement may not be
later modified except by a further writing signed by a duly authorized officer of the Company or member of the Board and Executive,
and no term of this Agreement may be waived except by a writing signed by the party waiving the benefit of such term.
Whenever any notice is required hereunder, it shall be given in writing addressed as follows:
the Company or the Board:
4 Batterymarch Park
Quincy, MA 02169
Attn: Board of Directors
Executive, to the most recent address the Company has on file for Executive.
Headings. If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall
be deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the
portion held invalid or inoperative. This severability provision shall be in addition to, and not in place of, the provisions
of paragraph 7(f) above. The paragraph and section headings are for reference purposes only and are not intended in any way to
describe, interpret, define or limit the extent of the Agreement or of any part hereof.
Remedy. Because of the difficulty of measuring economic losses to any J.Jill Company as a result of a breach of the covenants
set forth in paragraphs 7 through 11, and because of the immediate and irreparable damage that would be caused to the J.Jill Companies
for which monetary damages would not be a sufficient remedy, it is hereby agreed that
in addition to all other remedies that may
be available to the J.Jill Companies, at law or in equity, each J.Jill Company shall be entitled to specific performance and any
injunctive or other equitable relief as a remedy for any breach or threatened breach by Executive of any provision of paragraphs
7 through 11 of this Agreement. Each J.Jill Company may seek temporary and/or permanent injunctive relief for an alleged violation
of paragraphs 7 through 11 of this Agreement without the necessity of first arbitrating the matter pursuant to paragraph 18 of
this Agreement and without the necessity of posting a bond. Except as prohibited by applicable law, if any J.Jill Company seeks
injunctive relief regarding any breach of any provision of paragraphs 7 through 11 of this Agreement pursuant to this paragraph
17, the prevailing party shall be awarded and the non-prevailing party shall pay (or, to the extent incurred, reimburse the prevailing
party for) the prevailing party’s attorneys’ fees and related expenses.
Except for an action by any J.Jill Company for injunctive relief as described in paragraph 17 of this Agreement, any disputes
or controversies arising under or related to this Agreement or Executive’s employment with the Company will be settled by
binding arbitration in Boston, Massachusetts, through the use of and in accordance with the applicable rules of the American Arbitration
Association relating to arbitration of commercial disputes and pursuant to the Federal Arbitration Act except that discovery,
including document production, depositions and interrogatories shall be permitted. One neutral arbitrator shall hear the dispute.
The determination and findings of such arbitrator will be binding on all Parties and may be enforced, if necessary, in any court
of competent jurisdiction. The arbitrator shall be mutually acceptable to the Parties and need not be selected from the AAA’s
roster of arbitrators if the Parties can agree otherwise. If the Parties are unable to agree on an arbitrator, then the arbitrator
shall be selected pursuant to the AAA’s rules.
During Executive’s employment and service as a director or officer (or both) and at all times thereafter during which Executive
may be subject to liability, Executive shall be entitled to indemnification set forth in the Company’s Certificate of Incorporation
and By-laws to the fullest extent permitted by applicable law. The Company will provide for the advancement of expenses in connection
with any such claim if Executive delivers in writing to the Company (a) an undertaking to reimburse the Company for expenses with
respect to which Executive is not entitled to indemnification; and (b) an affirmation of her good faith belief that the standard
of conduct necessary for indemnification by the Company has been met. Notwithstanding anything to the contrary herein, the Executive’s
rights under this Section 19 shall survive the termination of her employment for any reason and the expiration of this Agreement
for any reason.
Drafted. The Parties and their respective counsel have participated jointly in the negotiation and drafting of this Agreement.
In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted
jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this Agreement.
Law. This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Delaware,
not including the choice-of-law rules thereof. The Parties hereby consent to the exclusive and sole jurisdiction and venue of
the state and federal courts located in Delaware for the litigation of disputes not subject to arbitration and waive any claims
of improper venue, lack of personal jurisdiction or lack of subject matter jurisdiction as to any such disputes.
WITNESS WHEREOF, each of the parties hereto have caused this Employment Agreement to be duly executed as of the date first
||/s/ Vijay Moses
||Vice President, General Counsel and Secretary
||October 3, 2020
||/s/ Claire Spofford
||October 3, 2020
[Signature Page to Employment Agreement – Spofford, Claire]
STOCK UNIT AWARD AGREEMENT
AND WAIVER OF CLAIMS
Release and Waiver of Claims (“Release”) is entered into and delivered to the Board of Directors of J.Jill,
Inc. (the “Company”), having an address at _____________, as of this [•] day of __________, 20[__], by
Claire Spofford (“Executive”). Executive agrees as follows:
The employment relationship between Executive and the Company terminated on the [•] day of ________, 20[__] (the “Termination
Date”) pursuant to Section [__] of the Employment Agreement by and between the Company and Executive, dated [___] [___],
2020 (the “Employment Agreement”). Capitalized terms used but not defined in this Release shall have the meaning
ascribed to them in the Employment Agreement.
In consideration of the payments, rights and benefits provided for in paragraphs 6[(g)/(h)] of the Employment Agreement (“Separation
Terms”) that are conditioned upon the effectiveness of this Release, the sufficiency of which Executive hereby acknowledges,
Executive, on behalf of herself and her agents, representatives, attorneys, administrators, heirs, executors and assigns (collectively,
the “Executive Releasing Parties”), hereby releases and forever discharges the Company Released Parties (as
defined below), from all claims, charges, causes of action, obligations, expenses, damages of any kind (including attorneys’
fees and costs actually incurred) or demands, in law or in equity, whether known or unknown, that may have existed or which may
now exist from the beginning of time to the date of this Release, arising from or relating to Executive’s employment or
termination from employment with the Company or otherwise, including a release of any rights or claims Executive may have under
Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as
amended (“ADEA”); the Older Workers Benefit Protection Act; the Americans with Disabilities Act of 1990; the
Rehabilitation Act of 1973; the Family and Medical Leave Act of 1993; Section 1981 of the Civil Rights Act of 1866; Section 1985(3)
of the Civil Rights Act of 1871; the Employee Retirement Income Security Act of 1974 (excluding COBRA); the Fair Labor Standards
Act; the Equal Pay Act; the Fair Credit Reporting Act; the federal Worker Adjustment and Retraining Notification Act (“WARN
Act”); the Family & Medical Leave Act; the Sarbanes-Oxley Act of 2002; the federal False Claims Act; the Massachusetts
Fair Employment Practice Act; the Massachusetts Wage Act; the Massachusetts Equal Pay Law; the Massachusetts Age Discrimination
Law; the Massachusetts Right-To-Know Law; the Massachusetts Family Leave Law; the Massachusetts Juror Protection Law; the Massachusetts
School Leave Law; the Massachusetts Polygraph Law; the Massachusetts WARN Act; the New Hampshire Equal Pay Act; the New Hampshire
Whistleblower Protection Act; the New Hampshire Law Against Discrimination; the New Hampshire Worker's Right to Know Act; the
New Hampshire Juror Protection Law; the New Hampshire Military Discrimination Law; the New Hampshire Indoor Smoking Act; the New
Hampshire WARN Act; any other federal, state or local laws against discrimination; or any other federal, state, or local statute,
regulation or common law relating to employment, wages, hours or any other terms and conditions of employment. This includes a
release by Executive of any and all claims or rights arising under contract (whether written or oral, express or implied), covenant,
public policy, tort or otherwise. For purposes hereof, “Company Released Parties” shall mean the J.Jill Companies
and their respective past or present employees, agents, insurers, attorneys, administrators, officials, directors, shareholders,
members, subsidiaries, affiliates, predecessors, successors, employee benefit plans, and the sponsors, fiduciaries
or administrators of any J.Jill Company employee benefit plans (but with respect to any agent, insurer, attorney, administrator
or any individual only in its or his or her official capacity with the J.Jill Companies and not in any individual capacity unrelated
to the business of the J.Jill Companies). Executive acknowledges and agrees that each Company Released Party is a third-party
beneficiary of the provisions of this Release.
Executive acknowledges that Executive is waiving and releasing rights that Executive may have under the ADEA and other federal,
state and local statutes contract and the common law and that this Release is knowing and voluntary. Executive acknowledges that
the consideration given for this Release is in addition to anything of value to which Executive is already entitled. Executive
further acknowledges that Executive has been advised by this writing that: (i) Executive should consult with an attorney prior
to executing this Release; (ii) Executive has at least twenty-one (21) days within which to consider this Release and such additional
time provided in the Employment Agreement, although Executive may, at Executive’s discretion, sign and return this Release
at an earlier time, in which case Executive waives all rights to the balance of this twenty-one (21) day review period; and (iii)
for a period of 7 days following the execution of this Release, Executive may revoke this Release in a writing delivered to the
Board of Directors of the Company, and this Release shall not become effective or enforceable until the revocation period has
Executive and the Company agree that this Release does not apply to: (i) any rights or claims that may arise after the date of
execution by Executive of this Release; (ii) any claims for workers’ compensation benefits (but it does apply to, waive
and affect claims of discrimination and/or retaliation on the basis of having made a workers’ compensation claim); or (iii)
claims for unemployment benefits or any other claims or rights that by law cannot be waived in a private agreement between an
employer and employee.
This Release does not release the Company Released Parties from (i) any obligations due to Executive under the Separation Terms,
(ii) any rights Executive has to exculpation, indemnification or advancement by the Company or any of the J. Jill Companies and
to coverage under directors and officers liability insurance coverage, including any such rights set forth in separate indemnification
agreements between Executive and Company all of which shall continue in full force and effect, (iii) any vested rights Executive
has under any J.Jill Company employee benefit plans as a result of Executive’s service with the Company, in accordance with
the terms of such plans, or (iv) any fully vested rights of Executive as an equityholder of the Company.
This Agreement is not intended to, and shall not, in any way prohibit, limit or otherwise interfere with Executive’s protected
rights under federal, state or local employment discrimination laws (including, without limitation, the ADEA and Title VII) to
communicate or file a charge with, or participate in an investigation or proceeding conducted by, the Equal Employment Opportunity
Commission (“EEOC”) or similar federal, state or local government body or agency charged with enforcing employment
discrimination laws. Therefore, nothing in this Agreement shall prohibit, interfere with or limit Executive from filing a charge
with, communicating with or participating in any manner in an investigation, hearing or proceeding conducted by, the EEOC or similar
federal, state or local agency. However, Executive shall not
be entitled to any relief or recovery (whether monetary or otherwise),
and Executive hereby waives any and all rights to relief or recovery, under, or by virtue of, any such filing of a charge with,
or investigation, hearing or proceeding conducted by, the EEOC or any other similar federal, state or local government agency
relating to any claim that has been released in this Release.
Executive represents and warrants that she has not filed any action, complaint, charge, grievance, arbitration or similar proceeding
against any of the Company Released Parties.
This Release is not an admission by the Company Released Parties or Executive Releasing Parties of any wrongdoing, liability or
violation of law.
Executive waives any right to reinstatement or future employment with any J.Jill Company following Executive’s separation
from the Company on the Termination Date.
Executive shall continue to be bound by the restrictive covenants contained in Sections 7-11 of the Employment Agreement.
This Release shall be governed by and construed in accordance with the laws of the State of Delaware without reference to the
principles of conflict of laws.
Each of the sections contained in this Release shall be enforceable independently of every other section in this Release, and
the invalidity or unenforceability of any section shall not invalidate or render unenforceable any other section contained in
Executive acknowledges that Executive has carefully read and understands this Release, that Executive has the right to consult
an attorney with respect to its provisions and that this Release has been entered into knowingly and voluntarily. Executive acknowledges
that no representation, statement, promise, inducement, threat or suggestion has been made by any of the Company Released Parties
to influence Executive to sign this Release except such statements as are expressly set forth herein or in the Employment Agreement.
has executed this Release as of the day and year written above.