JCPenney 2015 Annual Report Download - page 122

5.4 Governing Law. 
      
               

        
                   

5.5 Severability. Any provision of this Agreement that is deemed invalid, illegal or unenforceable in any jurisdiction shall,
as to that jurisdiction, be ineffective, to the extent of such invalidity, illegality or unenforceability, without affecting in
any way the remaining provisions hereof in such jurisdiction or rendering that or any other provisions of this Agreement
invalid, illegal or unenforceable in any other jurisdiction. If any covenant in Section 3 should be deemed invalid, illegal
or unenforceable because its time, geographical area, or restricted activity, is considered excessive, such covenant shall
be modified to the minimum extent necessary to render the modified covenant valid, legal and enforceable.
5.6 Notices. For all purposes of this Agreement, all communications required or permitted to be given hereunder shall be in
writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile
transmission (with receipt thereof confirmed), or five business days after having been mailed by United States registered
or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally
recognized overnight courier service, addressed to the Corporation at its principal executive office, c/o the
Corporation’s General Counsel, and to the Executive at the Executive’s principal residence, or to such other address as
any party may have furnished to the other in writing and in accordance herewith, except that notices of change of
address shall be effective only upon receipt.
5.7 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same Agreement.
5.8 Entire Agreement. The terms of this Agreement are intended by the parties to be the final expression of their agreement
with respect to the Executive’s employment by the Corporation and may not be contradicted by evidence of any prior
or contemporaneous agreement. The parties further intend that this Agreement shall constitute the complete and
exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial,
administrative, or other legal proceedings to vary the terms of this Agreement.
5.9 Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in
writing, approved by the Corporation and signed by the Executive and the Corporation. Failure on the part of either
party to complain of any action or omission, breach or default on the part of the other party, no matter how long the
same may continue, shall never be deemed to be a waiver of any rights or remedies hereunder, at law or in equity. The
Executive or the Corporation may waive compliance by the other party with any provision of this Agreement that such
other party was or is obligated to comply with or perform only