JCPenney 2015 Annual Report Download - page 116

2.8 “Corporation” shall mean J.C. Penney Corporation, Inc.
2.9 “Executive” shall mean the undersigned member of the Corporation’s executive team.
2.10 “Inducement Award” shall mean an equity award granted to Executive in consideration of Executive’s (i) employment
with the Corporation and (ii) forfeiture of equity awards granted by a former employer.
2.11 “Involuntary Separation from Service” shall mean Separation from Service due to the independent exercise of the
unilateral authority of the Service Recipient to terminate the Executive's services, other than due to the Executive’s
implicit or explicit request, where the Executive was willing and able to continue performing services, within the
meaning of Code section 409A and Treasury Regulation section 1.409A-1(n)(1) or any successor thereto.
2.12 “Management Incentive Compensation Program” shall mean the Management Incentive Compensation Program
approved by shareholders on May 18, 2012, as such may be amended from time to time, or any successor plan or
program that replaces the Management Incentive Compensation Program.
2.13 “Permanent Disability” means the Executive is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, within the meaning of Code section 409A and Treasury Regulation
section 1.409A-3(i)(4)(i)(A) or any successor thereto. A determination of Permanent Disability, for purposes of
payment under this Agreement, will be made by the Corporation’s disability insurance plan administrator or insurer.
2.14 “Proprietary Information” shall have the meaning ascribed thereto in Section 3.
2.15 “Prorated Bonus” shall have the meaning ascribed thereto in Section 1.1 of this Agreement.
2.16 “PTO Policy” shall have the meaning ascribed thereto in Section 1.4 of this Agreement.
2.17 “Separation from Service” within the meaning of Code section 409A and Treasury Regulation section 1.409A-1(h) or
any successor thereto, shall mean the date an Executive retires, dies or otherwise has a termination of employment with
the Service Recipient. In accordance with Treasury Regulation section 1.409A-1(h) or any successor thereto, if an
Executive is on a period of leave that exceeds six months and the Executive does not retain a right to reemployment
under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date
immediately following such six-month period, and also, an Executive is presumed to have separated from service where
the level of bona fide services performed (whether as an employee or an independent contractor) decreases to a level
equal to 20 percent or less of the average level of services performed (whether as an employee or an independent
contractor) by the Executive during the immediately preceding 36-month period (or the full period of service to the
Service Recipient if the employee has been providing services for less than the 36-month period).