JCPenney 2015 Annual Report Download - page 128

(e) a requirement that You report to a corporate officer or
employee other than the Chief Executive Officer of the
Company; or
(f) a material diminution in the budget over which You retain
authority; or
(g) the Company requires You to change Your principal location
of work to a location more than 50 miles from the location
thereof immediately prior to such change; or
(h) discontinuance of any material paid time off policy, fringe
benefit, welfare benefit, incentive compensation, equity
compensation, or retirement plan (without substantially
equivalent compensating remuneration or a plan or policy
providing substantially similar benefits) in which You
participate or any action that materially reduces Your benefits
or payments under such plans;
provided, however, that You must provide notice to the Corporation of
the existence of any condition described above within 90 days of the
initial existence of the condition, upon the notice of which the
Corporation will have 30 days during which it or the Company may
remedy the condition. Any separation from service as a result of a
Good Reason condition must occur as of the later of (i) two years after
the Change in Control, or (ii) 180 days after the initial existence of the
condition described in (a) through (h) above that constitutes “Good
Reason.”
“Involuntary Separation from Service” will mean Your separation from
service due to the independent exercise of the unilateral authority of
the Company to terminate Your services, other than due to Your
implicit or explicit request, where You were willing and able to continue
performing services, within the meaning of Code Section 409A and
Treasury Regulation section 1.409A-1(n)(1) or any successor thereto.
“Restricted Stock Unit” means an award that represents an unsecured
promise by the Company to issue a share of Common Stock to You
subject to restrictions or a substantial risk of forfeiture
“Retirement” will mean Your termination of employment with the
Company other than for Cause on or after the date You attain age 55
with at least 15 years of service, or on or after You attain age 60 with
at least 10 years of service.

The Restricted Stock Units will vest, and the restrictions on Your
Restricted Stock Units will lapse, according to the following vesting
schedule PROVIDED YOU REMAIN CONTINUOUSLY EMPLOYED
BY THE COMPANY THROUGH THE VESTING DATE (unless Your
employment terminates due to Your Disability, death, or if You are
party to a Termination Pay Agreement (“TPA”), an Involuntary
Separation from Service without Cause as defined in the TPA).
Vesting Date Percent Vesting
June 11, 2016 33-1/3%
June 11, 2017 33-1/3%
June 11, 2018 33-1/3%
Your vested Restricted Stock Units will be paid out in shares of
Common Stock as soon as practicable on or following the earlier of (i)
Your termination of employment as a result of Your Disability or death
or an Involuntary Separation from Service other than for Cause, or (ii)
the applicable vesting date provided in the vesting table above.
Notwithstanding the foregoing, if You are a specified employee as
defined under Section 409A of the Code and the related Treasury
regulations thereunder and any portion of Your Restricted Stock Unit
award is, or becomes subject to the requirements of section 409A of
the Code, Your vested Restricted Stock Units will be paid out in
shares of Common Stock as soon as practicable following the earlier
of (i) the date that is six months following Your termination of service
due to Your Retirement, (ii) the date of Your death, and (iii) the next
applicable vesting date provided in the vesting table above. You will