JCPenney 2015 Annual Report Download - page 141

“Good Reason” will mean, following a Change in Control, a condition
resulting from any of the actions listed below taken by the Company
that is directed at You without Your consent:
(a) a material decrease in Your salary or incentive compensation
opportunity (the amount paid at target as a percentage of
salary under the Corporation’s Management Incentive
Compensation Program or any successor program then in
effect); or
(b) failure by the Company to pay You a material portion of Your
current base salary, or incentive compensation within seven
days of its due date; or
(c) a material adverse change in reporting responsibilities, duties,
or authority; or
(d) a material diminution in the authority, duties, or
responsibilities of the supervisor to whom You are required to
report without a corresponding increase in Your authority,
duties or responsibilities; or
(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.
“Non-Qualified Stock Option” shall mean a right to purchase from the
Company at any time not more than ten years following the Date of
Grant, one share of Common Stock for the Exercise Price, which is
not less than the Fair Market Value of a share of Common Stock on
the Date of Grant, that is not intended to qualify as an “incentive stock
option” that satisfies the requirements of section 422 of the Code. A
Stock Option that is not intended to qualify as an Incentive Stock
Option.
“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.
“Trading Date” shall mean a day on which the Company’s Common
Stock trades on the New York Stock Exchange (“NYSE”).