Exhibit 10.5
J.JILL, INC.
2017 OMNIBUS EQUITY INCENTIVE PLAN
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), is entered into as of March 29, 2023 (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”).
WHEREAS, the Company has adopted the Plan, pursuant to which restricted stock units (“RSUs”) that are subject to performance-based criteria and designated as Performance Compensation Awards (as defined in the Plan) (“PSUs”) may be granted; and
WHEREAS, the Committee has determined that it is in the best interests of the Company and its stockholders to grant the PSUs provided for herein to the Participant on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, for and in consideration of the premises and the covenants of the parties contained in this Agreement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:
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target performance (with a Performance Multiplier of 100%) for the current Performance Year and each remaining Performance Year thereafter during the Performance Period. Any EBITDA PSUs that are not converted into Converted RSUs as provided herein shall be canceled and forfeited for no consideration.
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Schedule I
EBITDA PSU Vesting Terms
The EBITDA PSUs shall become eligible to vest upon the Company’s achievement of the Adjusted EBITDA Goals in respect of each Performance Year during the Performance Period as set forth below. The number of EBITDA PSUs that shall be eligible to vest in respect of each Performance Year is specified in the chart below (under “EBITDA PSUs Eligible to Vest”). At the end of each Performance Year, the Committee shall determine the number of EBITDA PSUs that are eligible to vest in respect of such completed Performance Year by (i) measuring the Adjusted EBITDA achieved as of the last day of such Performance Year, (ii) determining the applicable Performance Multiplier that corresponds to such achievement and (iii) multiplying the Performance Multiplier by the number of EBITDA PSUs eligible to vest for the Performance Year. The EBITDA PSUs that are deemed eligible to vest by the Committee at the end of each Performance Year are referred to as “Eligible EBITDA PSUs.” Any EBITDA PSUs that are not deemed to be Eligible EBITDA PSUs shall be immediately canceled and forfeited for no consideration. All Eligible EBITDA PSUs shall vest on January 31, 2026 and shall be deemed Earned EBITDA PSUs.
Performance Year | EBITDA PSUs Eligible To Vest | Achievement Levels | Performance Multiplier | Adjustment EBITDA Goals |
FY 2023 | One-third of the EBITDA PSUs |
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| Below Threshold | 0% | $0 |
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| Threshold | 50% | $87,600,000 |
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| Target | 100% | $109,400,000 |
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| Maximum | 200% | $131,300,000 |
FY 2024 | An additional one-third of the EBITDA PSUs |
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| Below Threshold | 0% | $0 |
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| Threshold | 50% | $91,400,000 |
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| Target | 100% | $114,200,000 |
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| Maximum | 200% | $137,000,000 |
FY 2025 | An additional one-third of the EBITDA PSUs |
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| Below Threshold | 0% | $0 |
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| Threshold | 50% | $97,600,000 |
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| Target | 100% | $122,000,000 |
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| Maximum | 200% | $146,400,000 |
* If the Adjusted EBITDA achieved for the applicable Performance Year is between Threshold and Target or between Target and Maximum set forth above, then the Performance Multiplier is determined by linear interpolation.
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“Adjusted EBITDA” means net income (loss) plus net interest expense, provision (benefit) for income taxes, depreciation and amortization, equity-based compensation expense, goodwill and indefinite-lived intangible assets impairment, write-off of property and equipment, fair value adjustments, and other non-recurring expenses, primarily consisting of outside legal and professional fees associated with certain non-recurring transactions and events. Further, adjustments shall be made in the case of changes in tax laws, accounting principles or other laws or regulatory rules affecting reported results, acquisitions or divestitures or discontinued operations.
Schedule II
TSR PSU Vesting Terms
The Earned TSR PSUs shall be determined based on the CAGR achieved on January 31, 2026 as follows, with the total number of Earned TSR PSUs ranging from 0% to 200% of the Target TSR Award, rounded to the nearest whole Share: (i) the Committee shall calculate the CAGR based on the Initial Share Price and the Ending Share Price and determine the applicable Performance Multiplier based on the chart below, and (ii) following determination of the applicable Performance Multiplier, multiply such Performance Multiplier by the Target TSR Award.
Achievement | CAGR Goal | Performance Multiplier* |
Below Threshold | <0% | 0% |
Threshold (i.e., no change from the Initial Share Price) | 0% | 50% |
Target | 8% | 100% |
Maximum | 16% | 200% |
* If the CAGR achieved is between Threshold and Target or between Target and Maximum set forth above, then the Performance Multiplier is determined by linear interpolation.
“CAGR” means the Absolute Total Shareholder Return Compound Annual Growth Rate, which shall be calculated based on the Initial Share Price and the Ending Share Price (assuming all dividends and other distributions made on such share are reinvested).
“Ending Share Price” means the Average Price of the Company’s Common Stock over the last 30 trading days of the Performance Period (as adjusted upward to include any return relating to the reinvestment of dividends and other distributions effected during the Performance Period).
“Initial Share Price” means the Average Price of the Company’s Common Stock over the 30 trading days immediately preceding the first day of the Performance Period, or $24.56.
“Target TSR Award” means 100% of the TSR PSUs.
“Average Price” means the average closing price of the Company’s common stock on the New York Stock Exchange (as reported by Bloomberg or, if not reported thereby, in another authoritative source selected by the Company).
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