JCPenney 2015 Annual Report Download - page 124

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Exhibit 10.71


Name
Andrew Drexler
Employee ID
Date of Grant
June 11, 2015
Number of Performance Units Granted
31,437

Subject to the terms of this Notice of Restricted Stock Unit Grant
(“Notice”), the J. C. Penney Company, Inc. (the “Company”) hereby
grants Andrew Drexler (“You” or “Your”) the number of Restricted
Stock Units listed above. The number of restricted stock units listed
above was determined by dividing $262,500, the agreed on value of
Your Restricted Stock Unit award, by the Fair Market Value of the
Common Stock on June 11, 2015. Each Restricted Stock Unit will at
all times be deemed to have a value equal to the then-current Fair
Market Value of one share of Common Stock.

For purposes of this Notice, unless the context requires otherwise, the
following terms will have the meanings indicated below:
“Board” will mean the Board of Directors of the Company.
“Cause” will mean:
(a) “cause” or “summary dismissal,” as the case may be, as that
term may be defined in any written agreement between You
and the Company that may at any time be in effect; or
(b) in the absence of a definition in a then-effective agreement
between You and the Company (as determined by the Board),
termination of Your employment with the Company on the
occurrence of one or more of the following events:
(i) Your failure to substantially perform Your duties with the
Company as determined by the Board or the Company;
(ii) Your willful failure or refusal to perform specific directives
of the Board, or the Company, which directives are consistent
with the scope and nature of Your duties and responsibilities;
(iii) Your conviction of a felony; or
(iv) A breach of Your fiduciary duty to the Company or any act
or omission by You that (A) constitutes a violation of the
Company’s Statement of Business Ethics, (B) results in the
assessment of a criminal penalty against the Company, (C) is
otherwise in violation of any federal, state, local or foreign law
or regulation (other than traffic violations and other similar
misdemeanors), (D) adversely affects or could reasonably be
expected to adversely affect the business reputation of the
Company, or (E) otherwise constitutes willful misconduct,
gross negligence, or any act of dishonesty or disloyalty.
“Change in Control” will generally have the meaning specified in
section 409A of the Code, and any regulations and guidance issued
thereunder and will include a change of ownership, a change of
effective control, or a change in ownership of a substantial portion of
the assets of the Company. Generally, subject to section 409A:
(a) A change of ownership occurs on the date that a person or
persons acting as a group acquires ownership of stock of the
Company that together with stock held by such person or
group constitutes more than 50 percent of the total fair market
value or total voting power of the stock of the Company.
(b) Notwithstanding whether the Company has undergone a
change of ownership, a change of effective control occurs (i)
when a person or persons acting as a group acquires within a