JCPenney 2015 Annual Report Download - page 147

Post-Separation Exercise Period
Reason For Separation From
Service Post-Separation Exercise Period

 
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




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





One year following the effective
date of termination
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


Two years following the effective
date of termination


Five years following the effective
date of termination
Once the applicable post-termination exercise period described in the
table above has passed, all unexercised Non-Qualified Stock Options
will be cancelled and will no longer be exercisable. In all cases the
post-separation exercise period described in the table above will not
extend beyond the Non-Qualified Stock Option award’s original
Expiration Date.
Recoupment
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.
Taxes and Withholding
The exercise of any Non-Qualified Stock Option 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 and any rules and
regulations adopted under any of the foregoing and, in the case of
Participants who are subject to Section 16 of the Exchange Act, any
restrictions set forth in Section 16 of the Exchange Act. Your
withholding rate with respect to this award may not be higher than the
minimum statutory rate.
Changes in Capitalization and Similar Changes
In the event of any change in the value or number of shares of
Common Stock outstanding, or the assumption and conversion of this
Non-Qualified Stock Option award, by reason of any stock dividend,
stock split, dividend or distribution, whether in cash, shares or other
property (other than a normal cash dividend), recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination or
exchange of shares, an equitable and proportionate adjustment will be
made to the number and class of shares which may be subject to the
Non-Qualified Stock Option in this Notice.
Miscellaneous