Offer Letter, dated as of August 2, 2018, by and between Brian Beitler and J.Jill, Inc

Start Date: Your start date will be September 10 , 2018 (the “Start Date”).

Reporting Relationships:  You will report to the Company’s Chief Executive Officer or such other person or persons as from time to time may be designated by J.Jill (any such person, a “Reporting Officer”).

Position and Duties; Place of Employment:  As Executive Vice President, Chief Marketing and Brand Development Officer of J.Jill, you shall have such responsibilities, duties, and authorities as are commensurate with the position of Executive Vice President, Chief Marketing and Brand Development Officer, or as are assigned to you by the Reporting Officer.  You shall fulfill your 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.  You shall devote your full business time and attention to the business and affairs of J.Jill and shall not be engaged in or employed by or provide services to any other business enterprise without the written approval of the Reporting Officer; provided, however, that you may manage your personal affairs, finances, and investments, and may participate in charitable and not-for-profit activities, all without the necessity of obtaining the Reporting Officer’s approval, so long as such activities do not create an actual or potential conflict of interest with, or interfere with the performance of, your duties hereunder or conflict with your covenants under the Restrictive Covenant Agreement attached hereto as Exhibit A (the “Restrictive Covenant Agreement”), in each case as determined in the sole judgment of the Reporting Officer.  You shall principally carry out your duties and responsibilities in and from J.Jill’s offices in the Quincy, Massachusetts, area; provided, that you understand that your position may involve travel and you agree to undertake such travel as may be necessary or desirable in the performance of your duties and responsibilities hereunder.

Salary: You will be paid a base salary equal to $510,000 on an annualized basis (the “Base Salary”).  

Bonus:  Beginning in fiscal year 2018 and for all subsequent fiscal years of employment with J. Jill, you shall be eligible to earn an annual bonus (the “Annual Bonus”).  The Annual Bonus shall be determined by the Board of Directors of J.Jill (or the appropriate committee of the Board, as applicable, either such board or such committee, the “Board”) based upon the achievement of financial and other goals to be established by the Board.  If all performance objectives are fully met, the target amount of the Annual Bonus shall be equal to sixty percent (60%) of your Base Salary (prorated for any partial year of employment) (the “Target Bonus”), but a higher Annual Bonus of up to a maximum of 200% of your Base Salary (prorated for any partial year of employment) shall be possible for exceptional performance; provided, that for fiscal year 2018, the Annual Bonus to be paid shall be

no less than the Target Bonus (as prorated for the partial year of employment).  The Annual Bonus shall be paid in accordance with J.Jill’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 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 following calendar year; provided, however, that except as provided in this Offer Letter, you must be employed through the end of the applicable fiscal year to be entitled to receive the Annual Bonus.

Sign-On Equity Award:  Subject to your actually commencing employment on the Start Date, J.Jill shall grant to you a one-time sign-on equity award of restricted stock units representing a promise to deliver shares of common stock, par value $0.01 per share (“Common Stock”), cash, other securities or other property (the “Sign-On Award”), which award of restricted stock units shall have an aggregate grant date fair market value of $510,000 (valued by the Board in its sole discretion).  The Sign-On Award shall be subject to the terms of an award agreement substantially in the form attached hereto as Exhibit B (the “Award Agreement”).

Equity Awards:  During your employment with J.Jill you will, as determined by the Board in its sole discretion, be eligible to participate in, and may receive additional grants of stock options, 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.

Other Benefits; Perquisites:  Effective the first of the month following 30 days of employment, you will be eligible to participate in medical, dental and other benefit plans of the J.Jill Companies, to the extent provided by the terms of such plans.  

Vacation:  You will be entitled to not less than four (4) weeks of paid vacation during each calendar year (pro-rated for any partial calendar year of employment) in accordance with the Company’s policies and practices for executives of the Company.  

Termination without Cause or Resignation for Good Reason:  If your employment with J.Jill is terminated by J.Jill without Cause or by you for Good Reason (as such terms are defined in Annex A attached hereto), then subject to (i) your execution of a general release of claims in favor of the J.Jill Companies and their respective affiliates and representatives, in a form to be provided by J.Jill upon such termination, that, by its terms, becomes irrevocable no later than the sixtieth (60^th) day after the termination of your employment with J.Jill, and (ii) your compliance with the terms and conditions of the Restrictive Covenant Agreement, you shall be entitled to the following benefits:  (i) all compensation earned and all benefits and reimbursements due through the effective date of termination (including, for the sake of clarity, any unpaid Annual Bonus earned but not yet paid for the fiscal year preceding the fiscal year in which your employment with J.Jill was terminated); and (ii) payment of an amount equal to 1.0x your then-current Base Salary, payable in substantial equal bi-weekly 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 your termination of employment; 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 but for the release condition described above. During the 12-month period immediately after the effective date of your termination of employment, or, if earlier, until coverage is obtained by you from another employer (which coverage you shall promptly disclose to J.Jill), to the extent permitted by applicable law and subject to the same conditions to receiving cash severance described above, you shall also receive a continuation of the medical and dental coverage to which you are otherwise entitled to pursuant to the terms of this Offer Letter immediately prior to such termination (including dependent coverage), at the same premium cost to you as determined immediately prior to such termination; provided, that, any right you have to COBRA under the group health plan of J.Jill in which you participated during your employment with J.Jill will run concurrently with the continuation of coverage provided herein; provided, further, that any J.Jill-paid premiums shall be reported as taxable income to you.  Your rights under any employee benefit plan or program of the J.Jill Companies shall be governed by the terms of such plan or program; provided, however, that you acknowledge and agree that you shall have no rights under any J.Jill severance plan or policy.  For the avoidance of doubt, if the release fails to become irrevocable within sixty (60) days following your termination of employment you shall forfeit any right to any compensation and severance under this paragraph.  

Other Terminations of Employment:  If your employment with J.Jill is terminated either (i) due to a termination by J.Jill for Cause, (ii) due to your death or Disability, or (iii) due to your resignation without Good Reason, then, in either case, you shall be entitled to receive your Base Salary and all benefits and reimbursements due through the effective date of such termination of employment (including, for the sake of clarity, solely in the case of terminations described in the immediately preceding clause (ii) and (iii), any unpaid Annual Bonus earned but not yet paid for the fiscal year preceding the fiscal year in which your employment with J.Jill was terminated).  Such Base Salary shall be paid in accordance with J.Jill’s standard payroll procedures.  No other compensation or benefits will be due or payable to you after such termination, except as provided by this paragraph or as otherwise required under the terms of J.Jill’s employee benefit plans and programs or applicable law.

Right to Offset:  Following any termination of your employment under this Offer Letter for any reason, J.Jill’s obligation to make any payments hereunder shall be subject to offset for any outstanding amounts that you owe to any J.Jill Company.  

Cooperation:  During your employment and at any time thereafter, you agree to cooperate (a) with J.Jill and its affiliates in any legal proceeding involving any matter that arose during your employment and prior consultancy with J.Jill and (b) with all governmental authorities on matters pertaining to any investigation, litigation or administrative proceeding involving J.Jill and its affiliates.  

Representations:  By accepting this offer, you represent that you are not under any obligation or covenant to any former employer or any person, firm or corporation, that does or in the future would prevent, limit or impair in any way the performance by you of your duties as an employee of J. Jill.  You have also provided to J.Jill a true copy of any non-competition and/or non-solicitation obligation or agreement to which you may be subject.  You also represent that the information (written or oral) provided to J.Jill by you or your representatives in connection with obtaining employment or in connection with your former employments, work history, circumstances of leaving your former employments and educational background is true and complete.  You also unconditionally agree not to use in connection with your employment with J.Jill any confidential or proprietary information which you have acquired in connection with any former employment or reveal or disclose to J.Jill or any of employees, agents, representatives or vendors of any J.Jill Company, any confidential or proprietary information that you have acquired in connection with any former employment.  You represent that you are accepting J.Jill’s offer in good faith, and that you understand that J.Jill will rely on your acceptance.  The terms of the offer are considered confidential and should not be shared with any other company, including your current employer.   

Governing Law; Forum:  This offer letter 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.  You and J.Jill 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.

Arbitration:  Except for an action by any J.Jill Company for injunctive relief as described in the Restrictive Covenant Agreement, any disputes or controversies arising under or related to this offer letter or your employment with J.Jill 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.  Except as prohibited by applicable law, the prevailing party in any such arbitration, or in any action to enforce this arbitration clause or any arbitration award hereunder, shall be awarded, and the nonprevailing party shall pay (or, to the extent incurred, reimburse), the prevailing party’s attorneys’ fees and related expenses and the nonprevailing party shall pay (or, to the extent incurred, reimburse the prevailing party) for all arbitration filing and administration fees as well as all fees and expenses of the arbitrator.

Withholdings:  All payments provided for herein shall be reduced by any amounts required to be withheld from time to time under applicable federal, state or local income or employment tax law or similar statutes or other provisions of law then in effect.

Section 409A:  This Offer Letter shall be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any Treasury Regulations or other Department of Treasury guidance issued thereunder (“Section 409A”).  If required by Section 409A, no payment or benefit constituting nonqualified deferred compensation that would otherwise be payable or commence upon the termination of employment shall be paid or shall commence unless and until you have had a “separation from service” within the meaning of Section 409A as determined in accordance with Section 1.409A-1(h) of the Treasury Regulations.  For purposes of Section 409A, each of the payments that may be made hereunder is designated as a separate payment.  If you are deemed on the date of termination to be a “specified employee” within the meaning of the term under Section 409A, then with regard to any payment or the provision of any benefit under any 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,” and (B) the date of your death (the “Delay Period”).  Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (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 you in a lump sum (without interest) on the first business day following the Delay Period, and any remaining payments and benefits due under this Offer Letter shall be paid or provided in accordance with the normal payment dates specified for them herein.  You agree to negotiate with J.Jill in good faith to make amendments to this Offer Letter as you and J.Jill mutually agree, reasonably and in good faith, are necessary or desirable to avoid the possible imposition of taxes or penalties under Section 409A, while preserving any affected benefit or payment to the extent reasonably practicable without materially increasing the cost to J.Jill.  Notwithstanding the foregoing, you shall be solely responsible and liable for the satisfaction of all taxes, interest and penalties that may be imposed on you or for your account in connection with any payment or benefit under this Offer Letter (including any taxes, interest and penalties under Section 409A), and J.Jill shall have no obligation to indemnify or otherwise hold you (or any beneficiary successor or assign) harmless from any or all such taxes, interest or penalties.

Section 280G:  If a change in control of any J.Jill Company occurs and any payment or benefit made under this Offer Letter or any other agreements providing you rights to compensation or equity would constitute a “parachute payment” within the meaning of Section 280G of the Code, each payment or benefit will be reduced as a result of such change in control, to the extent necessary to avoid the imposition of any excise tax under Section 4999 of the Code.

Entire Agreement:  This Offer Letter supersedes all prior and contemporaneous oral or written, express or implied understandings or agreements regarding your employment with J.Jill, and contains the entire agreement between you and J.Jill regarding your employment with J.Jill.  The terms set forth in this letter may not be modified, except in writing signed by an authorized representative of J.Jill, which expressly states the intention of J.Jill to modify the terms of this Offer Letter.

Assignment; Binding Effect:  You understand that you have been selected for employment by J.Jill on the basis of your personal qualifications, experience, and skills.  You agree, therefore, that you cannot assign all or any portion of your performance under this Offer Letter.  J.Jill may assign this Offer Letter to the purchaser of substantially all of the assets of J.Jill, or to any subsidiary or parent company of J.Jill.  Subject to the preceding two sentences, this Offer Letter shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective heirs, legal representatives, successors, and assigns.  You acknowledge and agree that each J.Jill Company is a third-party beneficiary of this Offer Letter, including, without limitation, this paragraph and the Restrictive Covenant Agreement.

Conditions to Employment:  This offer is contingent upon: (1) your execution of this Offer Letter; (2) the successful completion of a background check; (3) your actually commencing employment on the Start Date; and (4) your providing to J.Jill documentary evidence of your identity and eligibility for employment in the United States within (3) business days from your date of hire.

“Cause” shall mean:  (i) your breach of any material provision of the Offer Letter; (ii) your failure to follow a lawful directive of the Reporting Officer; (iii) your negligence in the performance or nonperformance of any of your duties or responsibilities; (iv) your dishonesty, fraud, or willful misconduct with respect to the business or affairs of any J.Jill Company; (v) your conviction of, or plea of no contest to, any misdemeanor involving theft, fraud, dishonesty, or act of moral turpitude or to any felony; or (vi) your use of alcohol or drugs in a manner that materially interferes with the performance of your duties for J.Jill; provided, 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 consequences described in clause (vi), in any such case, that can be cured by you, J.Jill shall provide you with notice of the facts and circumstances which constitute such breach, failure, or negligence or use and shall provide you a ten (10) day period in which to cure such breach, failure, negligence or use and J.Jill shall not terminate your employment for Cause if you cure such breach, failure, negligence or use within such ten (10) day period.

“Good Reason” shall mean:  (i) a reduction in your level below the level of Executive Vice President; (ii) a material reduction in your Base Salary; or (iii) the relocation of your principal work location outside of the Quincy, Massachusetts, area without your consent; provided, however, that Good Reason shall not exist unless (A) you give the Reporting Officer a written statement of the basis for your belief that Good Reason exists, (B) such written statement is provided not later than sixty (60) days after the initial existence of the condition that you believe forms the basis for resignation for Good Reason, (C) you give J.Jill at least thirty (30) days after receipt of such written statement to cure the basis for such belief (the “Cure Period”), and (D) J.Jill does not cure the basis for such belief within the Cure Period.  

“Disability” shall mean: (i) your inability to perform the essential duties and responsibilities of your position (even with reasonable accommodation taken into account) by reason of your mental or physical disability, illness, or impairment that has already lasted for a period of ninety (90) or more days during any twelve (12) month period, or (ii) your inability to perform the essential duties and responsibilities of your position (even with reasonable accommodation taken into account) by reason of your 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 ninety (90) or more days during any twelve (12) month period, as determined by a physician selected by J.Jill and reasonably agreeable to you.