ContractUnderwriting Agreement • February 27th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear • New York
The Company and the Selling Stockholder understand that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG J.JILL, INC. AND CERTAIN STOCKHOLDERS DATED AS OF [●], 2017Registration Rights Agreement • February 27th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of [●], 2017, is made by and among:
INDEMNIFICATION AGREEMENT by and between J.JILL, INC. and as Indemnitee Dated as of , 2017Indemnification Agreement • February 27th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
INDEMNIFICATION AGREEMENT, dated effective as of [ ], 2017 (this “Agreement”), by and between J.Jill, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
ContractRestricted Stock Unit Award Agreement • February 27th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of [ ], 20[ ] (the “Date of Grant”), by and between J.Jill, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”).
ContractNonqualified Option Award Agreement • February 27th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
THIS NONQUALIFIED OPTION AWARD AGREEMENT (this “Agreement”), is entered into as of [ ], 20[ ] (the “Date of Grant”), by and between J.Jill, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”). Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the J.Jill Inc. 2017 Omnibus Equity Incentive Plan, as amended, restated or otherwise modified from time to time in accordance with its terms (the “Plan”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF JJILL TOPCO HOLDINGS, LP, A DELAWARE LIMITED PARTNERSHIP Dated as of May 8, 2015Limited Partnership Agreement • February 27th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”), dated as of May 8, 2015, of JJill Topco Holdings, LP, a Delaware limited partnership (the “Partnership”), is made by and among JJ Holdings GP, LLC, a Delaware limited liability company, as the sole general partner of the Partnership (the “General Partner”), and each of the Persons (as herein defined) who is a party to or otherwise bound by this Agreement and listed on the Partners Schedule (as herein defined) (collectively, the “Limited Partners” and together with the General Partner, the “Partners”, it being understood that the terms General Partner, Limited Partners and Partners shall be deemed to include any Person hereafter admitted to the Partnership as a general partner or a limited partner, pursuant to and accordance with the Delaware Act (as herein defined) and the terms of this Agreement).
STOCKHOLDERS AGREEMENT dated as of by and between J.JILL, INC. and TI IV JJILL HOLDINGS, LPStockholders Agreement • February 27th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of [●], 2017, between J.Jill, Inc., a Delaware corporation (the “Corporation”), and TI IV JJill Holdings, LP, a Delaware limited partnership (“Holdings”, and together with any other stockholders of the Corporation who become party hereto in accordance with this Agreement, the “Stockholders”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear
This Amended and Restated Employment Agreement (this “Agreement”), entered into as of March 30, 2015 (the “Signing Date”), between JJill Topco Holdings, LP (the “Parent”), and PAULA BENNETT (“Executive” and, together with Parent, the “Parties”), amends and restates in its entirety, effective as of the Effective Date (defined below), that certain employment agreement dated March 30, 2012, by and among Jill Intermediate LLC (“Jill Intermediate”), Jill Acquisition LLC (the “Company”), and Executive (the “Prior Agreement”). In addition, JJ Holdings GP, LLC (“Parent GP”), and JJill Holdings, Inc. (“Buyer”), each join this Agreement, and Parent shall cause Jill Intermediate to join this Agreement as soon as practicable following the Effective Date (as defined below), and shall be Parties hereto, for the limited purposes set forth in paragraph 22. As soon as practicable following the Effective Date, Parent shall cause the Company to join this Agreement and become a Party hereto.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear
This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of May 22, 2015 by and between Jill Acquisition LLC (the “Company”) and JOANN FIELDER (“Executive” and, together with the Company, the “Parties”), and amends and restates in its entirety, effective as of the Effective Date (defined below), that certain employment agreement dated March 30, 2012, by and between the Company and Executive, as amended on March 13, 2015 (the “Prior Agreement”). JJill Topco Holdings, LP (“Parent”), also joins this Agreement for the limited purpose of acknowledging the provisions in paragraph 3(e) below.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear
This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into as of May 22, 2015 by and between Jill Acquisition LLC (the “Company”) and DAVID BIESE (“Executive” and, together with the Company, the “Parties”), and amends and restates in its entirety, effective as of the Effective Date (defined below), that certain employment agreement dated March 30, 2012, by and between the Company and Executive, as amended on March 13, 2015 (the “Prior Agreement”). JJill Topco Holdings, LP (“Parent”), also joins this Agreement for the limited purpose of acknowledging the provisions in paragraph 3(e) below.
JJILL TOPCO HOLDINGS, LP GRANT AGREEMENT UNDER THE INCENTIVE EQUITY PLANGrant Agreement • February 27th, 2017 • J.Jill, Inc. • Women's, misses', and juniors outerwear • Delaware
This Grant Agreement (this “Agreement”) is made and entered into as of [ ], by and between JJill Topco Holdings, LP, a Delaware limited partnership (the “Partnership”), and [ ] (“Grantee”). Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Plan (as defined below).
