JCPenney 2015 Annual Report Download - page 143

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Vest Date Percent Vesting
 
 
 
Acceleration of Vesting
If Your employment terminates due to Retirement, Disability, or death
or you experience an Involuntary Separation from Service other than
for Cause as a result of a, job restructuring, reduction in force, or unit
closing before any applicable Vest date of your Non-Qualified Stock
Option, your Non-Qualified Stock Option will vest on a pro-rata basis.
The pro-rata portion of your Non-Qualified Stock Option that will vest
will be determined by multiplying the “Number of Stock Options
Granted” from above by a fraction, the numerator of which is the
number of months from the Grant Date to the effective date of your
termination of employment, inclusive, and the denominator of which is
36. The number of Non-Qualified Stock Options that have already
vested according to the terms herein, if any, will be subtracted from
the prorated amount and the remaining prorated Non-Qualified Stock
Options will become vested and immediately exercisable. Any Non-
Qualified Stock Options that have not already vested or for which
vesting is not accelerated will expire on such employment termination.
If you are party to a TPA, and you experience an Involuntary
Separation from Service without Cause under, and as defined in that
TPA (even if that Involuntary separation from Service without case is
a result of a, job restructuring, reduction in force, or unit closing), then
the number of Non-Qualified Stock Options that will vest and become
exercisable will be determined according to the terms of the underlying
TPA. If the applicable TPA calls for pro-rata vesting of this Non-
Qualified Stock Option then the pro-rata portion of your Non-Qualified
Stock Option that will vest will be determined by multiplying the
“Number of Stock Options Granted” from above by a fraction, the
numerator of which is the number of months from the Grant Date to
the effective date of your termination of employment, inclusive, and
the denominator of which is 36. The number of Non-Qualified Stock
Options that have already vested according to the terms herein, if
any, will be subtracted from the prorated amount and the remaining
prorated Non-Qualified Stock Options will become vested and
immediately exercisable.
If following a Change in Control You experience an Involuntary
Separation from Service other than for Cause or You voluntarily
terminate your employment for Good Reason, Your Non-Qualified
Stock Option will vest on a pro-rata basis. The pro-rata portion of your
Non-Qualified Stock Option that will vest will be determined by
multiplying the “Number of Stock Options Granted” from above by a
fraction, the numerator of which is the number of months from the
Grant Date to the effective date of your termination of Employment,
inclusive, and the denominator of which is 36. The number of Non-
Qualified Stock Options that have already vested according to the
terms herein, if any, will be subtracted from the prorated amount and
the remaining prorated Non-Qualified Stock Options will become
vested and immediately exercisable. Any Non-Qualified Stock Options
that have not already vested or for which vesting is not accelerated
will expire on such employment termination.
In the case of any Involuntary Separation from Service other than for
Cause, or, following a Change in Control, a voluntary termination of
your employment for Good Reason, the delivery of any Non-Qualified
Stock Options that vest in connection with such termination of
employment will be subject to (a) the execution and delivery of a
release in such form as may be required by the Company and (b) the
expiration of the applicable revocation period for such release.
If You voluntarily terminate your employment, other than a voluntary
termination of your employment for Good Reason following a Change
in Control, or You experience an Involuntary Separation from Service
for Cause then all vested but as yet unexercised and unvested Non-
Qualified Stock Options will be cancelled on the effective date of Your
employment termination as a result of the Involuntary Separation from
Service for Cause or Your resignation.