JCPenney 2015 Annual Report Download - page 119

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 person, firm or
company to cease doing business with, reduce its business with, or decline to commence a business relationship with,
the Corporation (or any of its subsidiaries or affiliates).
3.4 Noncompetition.
(a) The Executive covenants 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 will not, except
as otherwise provided for in this Section 3.4, undertake any work for a Competing Business, as defined in
Section 3.4(b).
(b) As used in this Agreement, the term “Competing Business” shall specifically include, but not be limited to:
(i) Kohl’s Corporation, Macy’s, Inc., Target Corporation, The TJX Companies, Inc., Ross Stores, Inc.,
Wal-Mart Stores, Inc, Amazon.com, Inc., and any of their respective subsidiaries or affiliates, or
(ii) any business (A) that, at any time during the Severance Period, competes directly with the Corporation
through sales of merchandise or services in the United States or another country or commonwealth in
which the Corporation, including its divisions, affiliates and licensees, operates, and (B) where the
Executive performs services, whether paid or unpaid, in any capacity, including as an officer, director,
owner, consultant, employee, agent, or representative, where such services involve the performance of
(x) substantially similar duties or oversight responsibilities as those performed by the Executive at any
time during the 12-month period preceding the Executive’s termination from the Corporation for any
reason, or (y) greater duties or responsibilities that include such substantially similar duties or oversight
responsibilities as those referred to in (x); or
(iii) any business that provides buying office or sourcing services to any business of the types referred to in
this Section 3.4(b).
(c) For purposes of this section, the restrictions on working for a Competing Business shall include working at any
location within the United States or Puerto Rico. Executive acknowledges that the Corporation is a national
retailer with operations throughout the United States and Puerto Rico and that the duties and responsibilities that
the Executive performs, or will perform, for the Corporation directly impact the Corporation’s ability to compete
with a Competing Business in a nationwide marketplace. Executive further acknowledges that Executive has, or
will have, access to sensitive and confidential information of the Corporation that relates to the Corporation’s
ability to compete in a nationwide marketplace.