JCPenney 2015 Annual Report Download - page 111

Exhibit 10.33
[Date of Delivery]
EXECUTIVE TERMINATION PAY AGREEMENT
[INSERT NAME OF EXECUTIVE OFFICER]
This Executive Termination Pay Agreement (the “Agreement”), dated as of _______________, 20___ is between J.C. Penney
Corporation, Inc. (“Corporation”) and the undersigned member of the Corporation’s executive team (the “Executive”).
WHEREAS, in order to achieve its long-term objectives, the Corporation recognizes that it is essential to attract and retain
superior executives;
WHEREAS, in order to induce the Executive to serve in the Executive’s position with the Corporation, the Corporation desires to
provide the Executive with the right to receive certain benefits in the event the Executive experiences an Involuntary Separation from
Service other than for Cause, as defined in this Agreement, on the terms and subject to the conditions hereinafter set forth; and
WHEREAS, in return for receiving the benefits provided for in this Agreement in connection with the Executive’s Involuntary
Separation from Service other than for Cause, the Executive agrees to be bound by certain restrictive covenants, as described in
Section 3 of this Agreement, in connection with the Executive’s Voluntary Separation from Service or Involuntary Separation from
Service other than for Cause.
NOW, THEREFORE, in consideration of the promises and of the mutual covenants herein contained, it is agreed as follows:
1. Termination Payments and Benefits.
1.1 Death or Permanent Disability. In the event of a Separation from Service due to death, or in the event of a Separation
from Service within 30 days following a determination of Permanent Disability (as defined in Section 2 of this
Agreement) of the Executive, then as soon as practicable or within the period required by law, but in no event later than
30 days after Separation from Service, the Corporation shall pay any (a) accrued and unpaid Base Salary (as defined in
Section 2 of this Agreement) and vacation to which the Executive was entitled as of the effective date of termination of
the Executive’s employment with the Corporation (collectively, the “Compensation Payments”) and (b) the target
annual incentive (at $1.00 per unit) under the Corporation’s Management Incentive Compensation Program for the
fiscal year in which the date of death or the determination of Permanent Disability occurs, prorated for the actual period
of service for that fiscal year (the “Prorated Bonus”). The payment of any death benefits or disability benefits under any
employee benefit or compensation plan that is maintained by the Corporation for the Executive’s benefit shall be
governed by the terms of such plan.
1.2 Involuntary Separation from Service for Cause. In the event of the Involuntary Separation from Service (as defined in
Section 2 of this Agreement) of the Executive for Cause (as defined in Section 2 of this Agreement), the Corporation
shall pay the Compensation Payments to the Executive as soon as practicable or within the period required by law, and
the Executive shall be entitled to no other compensation, except as otherwise due to the Executive under applicable law,
applicable plan or program. The Executive shall not be entitled to the payment of any bonuses for any portion of the
fiscal year in which such Separation from Service occurs.