2003 Amended Incentive Compensation Plan for Employees of The J. Jill Group

Summary

This agreement outlines the 2003 incentive compensation plan for employees of The J. Jill Group and its subsidiaries. Eligible employees may receive bonuses based on the company's financial performance, specifically if earnings per share targets are met. Bonus amounts are determined by multiplying an assigned bonus percentage by the employee's base salary for the performance period. To qualify, employees must meet certain employment conditions and be employed at the end of the performance period. The plan covers two performance periods within the 2003 fiscal year, and additional discretionary bonuses may also be awarded.

EX-10.6 4 a2129891zex-10_6.txt EXHIBIT 10.6 Exhibit 10.6 2003 AMENDED INCENTIVE COMPENSATION PLAN PURPOSE This plan is designed to provide financial reward to employees of The J. Jill Group and its subsidiaries for their contribution toward the attainment of the company's financial goals in 2003. PARTICIPATION Participation in the plan and assignment of bonus percentages is made either by the Compensation Committee of the Board of Directors in the case of executive officers or by the President of the company in the case of everyone else. The Compensation Committee and the President may also award additional bonuses at their discretion. ELIGIBILITY TO RECEIVE BONUS - - Bonus plan participants will be eligible to receive their bonus if (i) the company meets or exceeds its fully diluted earnings per share target for the performance period and (ii) the Compensation Committee, in the case of executive officers, or the President, in the case of everyone else, determines in its or his discretion that bonuses shall be paid for such performance period. - - Participants in performance counseling will not be eligible for a bonus payout for that season. - - Participants must be actively employed for a minimum of three months in the season for which the bonus is earned. - - Participants must be employed on the last day of the bonus performance period. - - Participants terminated for cause will not be eligible for bonus. CALCULATION OF BONUS PAYMENT To determine the amount of bonus for which an employee is eligible, multiply the employee's bonus percentage by his base salary earnings for the performance period. PERFORMANCE PERIOD This plan pertains to the fiscal year ending December 27, 2003. For measurement purposes the fiscal year will be divided into two seasonal performance periods: Spring-December 29, 2002 to June 28, 2003 Fall-June 29, 2003 to December 27, 2003 ADDITIONAL BONUSES The Compensation Committee and the President may also award additional bonuses at their discretion. The criteria for eligibility, the calculation of the bonus payment and the performance period(s) for such bonuses shall all be determined at the time of the additional bonus award. PAYMENTS Bonus payments will be made as soon as possible after the close of the performance period (i.e.season). EXAMPLE Assume: Base annual salary of $50,000 and a bonus percentage of 10% CASE 1: The Company meets the fully diluted earnings per share target for both seasons and the President determines in his discretion that bonuses will be paid for both periods:

CASE 2: The Company meets the Spring fully diluted earnings per share target but not the Fall fully diluted earnings per share target and the President determines in his discretion that bonuses will be paid for the Spring performance period: