JCPenney 2015 Annual Report Download - page 118

3.1 Confidentiality. The Executive hereby covenants and agrees that the Executive shall not, without the prior written
consent of the Corporation, during the Executive’s employment with the Corporation or at any time thereafter disclose to
any person not employed by the Corporation, or use in connection with engaging in competition with the Corporation,
any Proprietary Information of the Corporation.
(a) It is expressly understood and agreed that the Corporation’s Proprietary Information is all nonpublic information
relating to the Corporation’s business, including but not limited to information, plans and strategies regarding
suppliers, pricing, marketing, customers, hiring and terminations, employee performance and evaluations,
internal reviews and investigations, short term and long range plans, acquisitions and divestitures, advertising,
information systems, sales objectives and performance, as well as any other nonpublic information, the
nondisclosure of which may provide a competitive or economic advantage to the Corporation. Proprietary
Information shall not be deemed to have become public for purposes of this Agreement where it has been
disclosed or made public by or through anyone acting in violation of a contractual, ethical, or legal responsibility
to maintain its confidentiality.
(b) In the event the Executive receives a subpoena, court order or other summons that may require the Executive to
disclose Proprietary Information, on pain of civil or criminal penalty, the Executive will promptly give notice to
the Corporation of the subpoena or summons and provide the Corporation an opportunity to appear at the
Corporation’s expense and challenge the disclosure of its Proprietary Information, and the Executive shall
provide reasonable cooperation to the Corporation for purposes of affording the Corporation the opportunity to
prevent the disclosure of the Corporation’s Proprietary Information.
(c) Nothing in this Agreement shall restrict the Executive from, directly or indirectly, initiating communications
with or responding to any inquiry from, or providing testimony before, the Securities and Exchange
Commission (“SEC”), Financial Industries Regulatory Authority (“FINRA”), or any other self-regulatory
organization or state or federal regulatory authority.
3.2 Nonsolicitation of Employees. The Executive hereby covenants and agrees that during the Executive’s employment
with the Corporation and, in the event the Executive has a Voluntary Separation from Service or will receive or has
received the severance benefits provided for in Section 1.4, for a period equal to the Severance Period thereafter, the
Executive shall not, without the prior written consent of the Corporation, on the Executive’s own behalf or on the
behalf of any person, firm or company, directly or indirectly, attempt to influence, persuade or induce, or assist any
other person in so persuading or inducing, any of the employees of the Corporation (or any of its subsidiaries or
affiliates) to give up his or her employment with the Corporation (or any of its subsidiaries or affiliates), and the
Executive shall not directly or indirectly solicit or hire employees of the Corporation (or any of its subsidiaries or
affiliates) for employment with any other employer, without regard to whether that employer is a Competing Business,
as defined in section 3.4(b), below.
3.3 Noninterference with Business Relations. The Executive hereby covenants and agrees that during the Executive’s
employment with the Corporation and, in the event the Executive has