JCPenney 2015 Annual Report Download - page 120

3.5 Non-Disparagement. The Executive covenants that the Executive will not make any statement or representation, oral or
written, that could adversely affect the reputation, image, goodwill or commercial interests of the Corporation. This
provision will be construed as broadly as state or federal law permits, but no more broadly than permitted by state or
federal law. This provision is not intended to and does not prohibit the Executive from participating in a governmental
investigation concerning the Corporation, or providing truthful testimony in any lawsuit, arbitration, mediation,
negotiation or other matter.
3.6 Injunctive Relief. If the Executive shall breach any of the covenants contained in this Section 3, the Corporation shall
have no further obligation to make any payment to the Executive pursuant to this Agreement and may recover from the
Executive all such damages as it may be entitled to under the terms of this Agreement, any other agreement between the
Corporation and the Executive, at law, or in equity. In addition, the Executive acknowledges that any such breach is
likely to result in immediate and irreparable harm to the Corporation for which money damages are likely to be
inadequate. Accordingly, the Executive consents to injunctive and other appropriate equitable relief without the
necessity of bond in excess of $500.00 upon the institution of proceedings therefor by the Corporation in order to protect
the Corporation’s rights hereunder.
4. Employment-at-Will. Notwithstanding any provision in this Agreement to the contrary, the Executive hereby acknowledges
and agrees that the Executive’s employment with the Corporation is for an unspecified duration and constitutes “at-will”
employment, and the Executive further acknowledges and agrees that this employment relationship may be terminated at any
time, with or without Cause or for any or no Cause, at the option either of the Corporation or the Executive.
5. Miscellaneous Provisions.
5.1 Execution and Delivery of this Agreement. You will have 90 days following the later of (i) your effective date of
employment, or (ii) the date you receive a copy of this Agreement, either physically or electronically, to execute and
return this Agreement evidencing your acceptance of its terms and your agreement to be bound by the restrictive
covenants under Section 3 of this Agreement in connection with your Voluntary Separation from Service or your
Involuntary Separation from Service other than for Cause in order to receive the benefits under this Agreement in
connection with your Involuntary Separation from Service other than for Cause. Failure to timely deliver an executed
version of this Agreement within the timeframe provided in this Section 5.1 shall be evidence of your waiver of the
benefits under this Agreement.
5.2 Dispute Resolution. Any dispute between the parties under this Agreement shall be resolved (except as provided
below) through informal binding mandatory arbitration by an arbitrator selected under the rules of the American
Arbitration Association for arbitration of employment disputes (located in the city in which the Corporation’s principal
executive offices are based) and the arbitration shall be conducted in that location under the rules of said Association.
Each party shall be entitled to present evidence and argument to the arbitrator. The arbitrator shall have the right only to
interpret and apply the provisions of this Agreement and may not change any of its provisions, except as expressly
provided in Section 3.4 and only in the event the Corporation has not brought an action in a court of competent
jurisdiction to enforce the covenants in Section 3. The arbitrator shall permit reasonable pre-hearing discovery of facts,