During Fiscal Year 2017, at the time of the Company’s IPO, the total issued unvested common interests under the Incentive Equity Plan (the “Plan”) were converted to 477,000 restricted share awards (“RSAs”) under the Plan. The RSAs granted employees of the Company are classified as equity awards and are generally subject to a five-year vesting period, with either a monthly or annual cliff vest. During Fiscal Year 2021, there were no RSAs forfeited. During Fiscal Years 2020 and 2019, there were RSAs forfeited of 661 shares, and 33,754 shares, respectively.

In conjunction with the IPO, on March 9, 2017, the Company established the J.Jill, Inc. Omnibus Equity Incentive Plan (the “2017 Plan”), which reserves common stock for issuance upon exercise of options, or in respect of granted awards. The 2017 Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”). The Committee has the authority to determine the type, size and terms and conditions of awards to be granted and to grant such awards.

During Fiscal Years 2021, 2020 and 2019, the Committee granted RSUs under the 2017 Plan, which vest 25% each year, over four years from the grant date. The grant-date fair value of RSUs is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The fair market value of RSUs is determined based on the market price of the Company’s shares on the date of the grant.

The Committee approved employment inducement awards, granting 60,529 RSUs during Fiscal Year 2019 and 167,008 RSUs and 159,374 non-qualified stock options during Fiscal Year 2018.

The following table summarizes restricted stock activity during Fiscal Years 2021, 2020 and 2019, inclusive of inducement awards:

	Number of Units			Weighted- Average Grant Date Fair Value
Unvested units outstanding at February 2, 2019		576,680		$	16.05
Granted		486,296			20.90
Vested		(247,768	)		20.40
Forfeited		(326,136	)		22.87
Unvested units outstanding at February 1, 2020		489,072		$	12.74
Granted		168,421			2.75
Vested		(188,764	)		16.69
Forfeited		(79,443	)		16.94
Unvested units outstanding at January 30, 2021		389,286		$	13.81
Granted		479,527			10.38
Vested		(136,187	)		14.37
Forfeited		(58,289	)		13.86
Unvested units outstanding at January 29, 2022		674,337		$	11.27

As of January 29, 2022, there was $5.1 million of total unrecognized compensation expense related to unvested restricted stock, which is expected to be recognized over a weighted-average service period of 2.6 years. The weighted-average grant date fair value per share of restricted stock granted during Fiscal Years 2021, 2020 and 2019, was $10.38, $2.75, and $20.90, respectively. The total fair value of restricted stock vested during Fiscal Years 2021, 2020, and 2019 was $1.9 million, $3.2 million, and $5.1 million, respectively.

The 2017 Plan has 989,453 shares of common stock reserved for issuance to awards granted by the Committee. As of January 29, 2022, there were an aggregate of 22,463 shares remaining for future issuance.

During Fiscal Years 2018 and 2017, the Committee granted stock options under the 2017 Plan. Stock options are granted to purchase ordinary shares at prices as determined by the Committee, but in no event shall the exercise price be less than the fair market value of the common stock at the time of grant. Options generally vest in equal installments over a four-year period. Options expire not more than 10 years from the date of grant. The grant date fair value of options is recognized as an expense on a straight-line basis over the requisite service period, which is generally the vesting period. Forfeitures are recorded as incurred.

The following table summarizes stock option activity during Fiscal Years 2021, 2020 and 2019, inclusive of inducement awards:

	Number of Units			Weighted- Average Grant Date Fair Value		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms		Aggregate- Intrinsic Value⁽¹⁾
								(years)		(thousands)
Units outstanding at February 2, 2019		209,910		$	15.65	$	34.55		9.0	$	749.1
Forfeited		(189,019	)		14.04		25.39		—		—
Options outstanding at February 1, 2020		20,891		$	30.16	$	59.85		7.3	$	—
Forfeited		(1,990	)		30.16		59.85		—		—
Options outstanding at January 30, 2021		18,901		$	30.15	$	59.85		6.3	$	—
Forfeited		(249	)	$	30.16	$	59.85		—	$	—
Options outstanding at January 29, 2022		18,652		$	30.15	$	59.85		5.3	$	—
Options exercisable at January 29, 2022		16,414		$	30.15	$	59.85		5.3	$	—

As of January 29, 2022, there was no unrecognized compensation cost related to stock options as all options were fully vested. There were no stock options granted during Fiscal Years 2021, 2020 and 2019.

The Company historically had been a private company and lacked certain company-specific historical and implied volatility information when the stock options were granted. Therefore, the Company estimated its expected share volatility based on the historical volatility of a publicly traded group of peer companies. Due to the lack of relevant historical data, the simplified approach was used to determine the expected term of the options. The risk-free rate was determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield for options granted in Fiscal Year 2018 was based on the fact that the Company had not paid any cash dividends as of February 2, 2019.

The fair values of options are estimated using the Black-Scholes option-pricing model with the following assumptions:

The Company established an Employee Stock Purchase Plan (the “Purchase Plan”) during Fiscal Year 2017, under which a maximum of 40,000 shares of common stock may be purchased by eligible employees as defined by the Purchase Plan. As of January 29, 2022 and January 30, 2021, there were 2,344 shares authorized and available for future issuance

under the Purchase Plan. During Fiscal Year 2020, the Purchase Plan was suspended due to an inadequate number of authorized and available shares. The Purchase Plan remained suspended as of January 29, 2022.

The Purchase Plan provides for one “purchase period” each year, commencing on January 1 of each year and continuing through December 31. Shares are purchased through an accumulation of payroll deductions (no more than 10% of compensation, as defined) for the number of whole shares determined by dividing the balance in the employee’s account on the last day of the purchase period by the purchase price per share for the stock determined under the Purchase Plan. The purchase price for shares is the lower of 85% of the fair market value of the common stock at the beginning of the purchase period, or 85% of such value at the end of the purchase period.

The fair value of shares purchased under the Purchase Plan are estimated using the Black-Scholes option-pricing model with the following assumptions:

The weighted average grant date fair value of the one-year option inherent in the Purchase Plan was approximately $1.90 and $8.70 during the Fiscal Years 2019 and 2018, respectively.

During Fiscal Year 2019, the Company recognized $0.1 million of proceeds from 27,886 purchases of common stock through the Purchase Plan.

Equity-based compensation expense for all award types of $2.6 million, $2.1 million and $4.6 million was recorded as a Selling, general and administrative expenses in the consolidated statements of operations and comprehensive income during the Fiscal Years 2021, 2020 and 2019, respectively.

On March 6, 2019, the Company’s Board of Directors declared a special cash dividend (the “Special Dividend”) of $5.75 per share payable to shareholders of record as of March 19, 2019, of which $50.2 million was paid on April 1, 2019 to shareholders.

In connection with the Special Dividend, pursuant to anti-dilution provisions in the 2017 Omnibus Equity Incentive Plan (the “2017 Plan”), the Company adjusted outstanding equity awards in order to prevent dilution of such awards. Accordingly, the Company adjusted the number of outstanding unvested restricted stock units (“RSUs”) as of the payment date of the dividend with an additional number of RSUs (“Dividend Equivalent Units” or “DEUs”) equal to the quotient obtained by dividing (x) the product of the number of unvested RSUs as of the record date by the amount of the dividend per share, by (y) the fair market value of share on the payment date of the Special Dividend. The DEUs will follow the same vesting pattern as the RSUs. For holders of outstanding options as of March 19, 2019, the option strike price on such options was reduced by the per share amount of the Special Dividend. Holders of unvested Restricted Stock Awards (“RSAs”) received a forfeitable $5.75 per share dividend on unvested RSAs as of March 19, 2019. In Fiscal Year 2021, an amendment to increase the number of shares authorized for issuance under the 2017 Plan was approved. A total of 380,000 shares was authorized.