JCPenney 2015 Annual Report Download - page 139

voting power of the stock of the Company, or (ii) a majority of
the Board is replaced within a 12-month period by directors
whose appointment or election is not approved by a majority
of the members of the Board before the appointment or
election. A change in effective control also may occur in any
transaction in which either of the two corporations involved in
the transaction has a Change in Control as defined in this
Notice (i.e., multiple change in control events). For purposes
of this Notice, any acquisition by the Company of its own
stock within a 12-month period, either through a transaction or
series of transactions, that, immediately following such
acquisition, results in the total voting power of a person or
persons acting as a group to equal or exceed 30 percent of
the total voting power of the stock of the Company will not
constitute a change in effective control of the Company.
 A change in ownership of a substantial portion of the
Company’s assets occurs when a person or persons acting
as a group acquires assets that have a total gross fair market
value equal to or more than 40 percent of the total gross fair
market value of all assets of the Company immediately prior
to the acquisition. A transfer of assets by the Company is not
treated as a change in the ownership of such assets if the
assets are transferred to:
(i) A shareholder of the Company (immediately before the
asset transfer) in exchange for or with respect to its stock;
(ii) An entity, 50 percent or more of the total value or voting
power of which is owned, directly or indirectly, by the
Company;
(iii) A person, or more than one person acting as a group, that
owns, directly or indirectly, 50 percent or more of the total
value or voting power of all the outstanding stock of the
Company; or
(iv) An entity, at least 50 percent of the total value or voting
power of which is owned, directly or indirectly, by a person
described in paragraph (iii), immediately above.
Persons will not be considered to be acting as a group solely because
they purchase assets of the Company at the same time, or as a result
of the same public offering; however, persons will be considered to be
acting as a group if they are owners of a corporation that enters into a
merger, consolidation, purchase or acquisition of assets, or similar
business transaction with the Company.
“Code” will mean the Internal Revenue Code of 1986, as amended.
“Company” will mean J. C. Penney Company, Inc., the Corporation or
any successor thereto, for whom the services are performed and with
respect to whom the legally binding right to compensation arises, and
all persons with whom the Corporation would be considered a single
employer under Code section 414(b) (employees of controlled group of
corporations), and all persons with whom the Corporation would be
considered a single employer under Code section 414(c) (employees
of partnerships, proprietorships, etc., under common control), using
the “at least 50 percent” ownership standard, within the meaning of
Code Section 409A and Treasury Regulation section 1.409A-1(h)(3) or
any successor thereto.
“Common Stock” will mean the $0.50 par value common stock of the
Company.
“Corporation” will mean J. C. Penney Corporation, Inc.
“Date of Grant” shall mean June 11, 2015.
“Disability” will mean disability as defined in any then effective long-
term disability plan maintained by the Company that covers You, or if
such a plan does not exist at any relevant time, “Disability” means
Your permanent and total disability within the meaning of section 22(e)
(3) of the Code.