JCPenney 2015 Annual Report Download - page 115

whether from self-employment, as a common law employee, or otherwise, shall reduce the amount of any payment or
benefit under any provision of this Agreement.
1.10 Resignations. Except to the extent requested by the Corporation, upon termination of the Executive’s service with the
Corporation for any reason, the Executive shall immediately resign all positions and directorships with the Corporation
and each of its subsidiaries and affiliates.
2. Certain Definitions.
As used in this Agreement, the following terms shall have the following meanings:
2.1 “Agreement” shall mean this Executive Termination Pay Agreement.
2.2 “Base Salary” shall mean the Executive’s annual base salary as in effect at the effective date of termination of the
Executive’s termination of employment with the Corporation.
2.3 “Cause” shall mean (a) an intentional act of fraud, embezzlement, theft or any other material violation of law that
occurs during or in the course of Executive’s employment with the Corporation; (b) intentional damage to the
Corporation’s assets; (c) intentional disclosure of the Corporation’s confidential information contrary to Corporation’s
policies; (d) material breach of Executive’s obligations under this Agreement; (e) intentional engagement in any
competitive activity which would constitute a breach of Executive’s duty of loyalty or of Executive’s obligations under
this Agreement; (f) the willful and continued failure to substantially perform Executive’s duties for the Corporation
(other than as a result of incapacity due to physical or mental illness); provided, however, that termination for Cause
based on clause (f) shall not be effective unless the Executive shall have written notice from the Chief Executive Officer
of the Corporation (which notice shall include a description of the reasons and circumstances giving rise to such notice)
not less than 30 days prior to the Executive’s termination and the Executive has failed after receipt of such notice to
satisfactorily discharge the Executive’s duties.; or (g) intentional breach of any of Corporation’s policies or willful
conduct by Executive that is in either case demonstrably and materially injurious to Corporation, monetarily or
otherwise. Failure to meet performance standards or objectives, by itself, does not constitute “Cause.” “Cause” also
includes any of the above grounds for dismissal regardless of whether the Corporation learns of it before or after
terminating Executive’s employment.
2.4 “Code” shall mean the Internal Revenue Code of 1986, as amended, including proposed, temporary or final regulations
or any other guidance issued by the Secretary of the Treasury or the Internal Revenue Service with respect thereto.
2.5 “CIC Plan” shall have the meaning ascribed thereto in Section 1.7 of this Agreement.
2.6 “Compensation Payments” shall have the meaning ascribed thereto in Section 1.1 of this Agreement.
2.7 “Competing Business” shall have the meaning ascribed thereto in Section 3.4 of this Agreement.