JCPenney 2015 Annual Report Download - page 130

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If prior to June 11, 2018 Your employment is terminated as a result of
Your death or Disability, then the restrictions will lapse with respect to
all unvested Restricted Stock Units and all unvested Restricted Stock
Units will become fully vested and non-forfeitable on the date of any
such termination of Your employment. The number of Restricted
Stock Units to which You are entitled will be distributed as provided in
“Vesting of Your Restricted Stock Units” above.
If prior to June 11, 2018 you experience an Involuntary Separation
from Service other than for Cause, including an Involuntary Separation
from Service as a result of a job restructuring, reduction in force, or
unit closing, you shall be entitled to a prorated number of Restricted
Stock Units. The proration shall be equal to a fraction, the
denominator of which is 36 and the numerator of which is the number
of months from the date of grant to the effective date of your
termination of service. The prorated number of Restricted Stock Units
will be reduced by the number of Restricted Stock Units, if any, that
by the terms of this Notice have already vested. The prorated number
of Restricted Stock Units to which you are entitled will be distributed
as provided in “Vesting of Your Restricted Stock Units” above. Any
Restricted Stock Units for which vesting is not accelerated shall be
cancelled on such Involuntary Separation from Service.
You may designate a beneficiary to receive any shares of Common
Stock in which You may vest if Your employment is terminated as a
result of Your death by completing a beneficiary designation form in
such form as may be prescribed from time to time by the Company.
The beneficiary listed on Your beneficiary designation form will receive
the vested shares covered by the Restricted Stock Unit award in the
case of termination of employment due to death.
If You experience an Involuntary Separation from Service for Cause,
or You voluntarily resign, any unvested Restricted Stock Units will be
cancelled on the effective date of Your employment termination and a
result of the Involuntary Separation from Service for Cause or Your
resignation.
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Equity awards are subject to the Company’s currently effective
recoupment policy, as that policy may be amended from time to time
by the Board or applicable statute or regulations. Under the
recoupment policy, the Human Resources and Compensation
Committee of the Board may require the Company, to the extent
permitted by law, to cancel any of Your outstanding equity awards,
including both vested and unvested awards, and/or to recover financial
proceeds realized from the exercise of awards in the event of (i) a
financial restatement arising out of the willful actions, including without
limitation fraud or intentional misconduct, or gross negligence of any
participant in the Company’s compensation plans or programs,
including without limitation, cash bonus and stock incentive plans,
welfare plans, or deferred compensation plans, or (ii) other events as
established by applicable statute or regulations.
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The vesting of any Restricted Stock Units and the related issuance of
shares of Common Stock will be subject to the satisfaction of all
applicable federal, state, and local income and employment tax
withholding requirements. Your withholding rate with respect to this
award may not be higher than the minimum statutory rate. The
Company will retain and cancel the number of issued shares equal to
the value of the required minimum tax withholding in payment of the
required minimum tax withholding due or will require that You satisfy
the required minimum tax withholding, if any, or any other applicable
federal, state, or local income or employment tax withholding by such
other means as the Company, in its sole discretion, deems
reasonable.
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In the event of any change in the value or number of shares of
Common Stock outstanding, or the assumption and conversion of this
Restricted Stock Unit award, by reason of any stock dividend, stock
split, dividend or distribution, whether in cash, shares or other property