JCPenney 2012 Annual Report Download - page 95

Download and view the complete annual report

Please find page 95 of the 2012 JCPenney annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 108

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108

Exhibit 10.79
jcpenney Notice of Restricted Stock Unit Grant
J. C. Penney Company, Inc. Name Employee ID
KENNETH H HANNAH
Date of Grant Number of Restricted Stock Units Granted
08/14/2012 108,790
Restricted Stock Unit Grant
You have been granted the number of restricted stock units listed above in recognition of your expected future contributions to the success of
jcpenney. Each restricted stock unit shall at all times be deemed to have a value equal to the then-current fair market value of one share of J.
C. Penney Company, Inc. Common Stock of 50¢ par value (“Common Stock”). This grant is subject to all the terms, rules, and
conditions of the J. C. Penney Company, Inc. 2012 Long-Term Incentive Plan (“Plan”) and the implementing resolutions (“Resolutions”)
approved by the Human Resources and Compensation Committee of the jcpenney Board of Directors. Capitalized terms not otherwise
defined herein shall have the respective meanings assigned to them in the Plan and the Resolutions.
Vesting of Your Restricted Stock Units
The restricted stock units shall fully vest, and the restrictions on your restricted stock units shall lapse on August 14, 2015 (the “Vest
Date”), provided you remain continuously employed by the Company through the Vest Date (unless your Employment terminates due to
your Retirement, Disability, death, job restructuring, reduction in force, or unit closing) .
Your vested restricted stock units shall be paid in shares of Common Stock as soon as practicable on or following the earlier of (i) your
termination of Employment as a result of your Retirement, Disability, death, or job restructuring, reduction in force, unit closing, or (ii) the
Vest Date provided above. Notwithstanding the foregoing, if you are a specified employee as defined under Section 409A of the Code and
the related Treasury regulations thereunder, your award is subject to Section 409A of the Code, and your Employment is terminated as a
result of your Retirement your vested restricted stock units shall be paid in shares of Common Stock as soon as practicable following the
earlier of (i) the date that is six months following your termination of service due to Retirement (ii) the date of your death, or (iii) the Vest
Date. You shall not be allowed to defer the payment of your shares of Common Stock to a later date.
Dividend Equivalents
You shall not have any rights as a stockholder until your restricted stock units vest and you are issued shares of Common Stock in
cancellation of the vested restricted stock units. However, you will accrue dividend equivalents on the unvested restricted stock units in the
amount of any quarterly dividend declared on the Common Stock. Dividend equivalents shall continue to accrue until your restricted
stock units vest and you receive actual shares of Common Stock in cancellation of the vested restricted stock units. The dividend
equivalents shall be credited as additional restricted stock units in your account to be paid in shares of Common Stock on the vesting date
along with the restricted stock units to which they relate. The number of additional restricted stock units to be credited to your account
shall be determined by dividing the aggregate dividend payable with respect to the number of restricted stock units in your account by the
closing price of the Common Stock on the New York Stock Exchange on the dividend payment date. The additional restricted stock units
credited to your account are subject to all of the terms and conditions of this restricted stock unit award and the Plan and you shall forfeit
your additional restricted stock units in the event that you forfeit the restricted stock units to which they relate.
Employment Termination
If prior to the Vest Date (i) your employment is terminated as a result of your death or Disability, or the involuntary termination of your
Employment for any reason without Cause, or (ii) you experience an Employment Termination for Good Reason following a Change in
Control as provided in Section 9.1(b)(ii) in the Plan, then all unvested restricted stock units shall become fully Vested on the date of any
such termination of your Employment.
Recoupment
As provided in Section 12.19 of the Plan this Award is subject to a compensation recoupment policy adopted by the Board or the
Committee prior to or after the effective date of the Plan, and as such policy may be amended from time to time after its adoption.
This restricted stock unit grant does not constitute an employment contract. It does not guarantee employment for the length of
the vesting period or for any portion thereof.