JCPenney 2015 Annual Report Download - page 149

section 1.409A-3(i)(1)(iv)(A) or any successor thereto, any
payments or reimbursement of arbitration expenses which the
Company is required to make under the foregoing provision
will meet the requirements below. The Company will
reimburse You for any such expenses, promptly upon delivery
of reasonable documentation, provided, however, all invoices
for reimbursement of expenses must be submitted to the
Company and paid in a lump sum payment by the end of the
calendar year following the calendar year in which the
expense was incurred. All expenses must be incurred within a
20 year period following Your separation from service as
defined in section 409A of the Code and the applicable
Treasury regulations thereunder. The amount of expenses
paid or eligible for reimbursement in one year under this
Section governing the resolution of disputes under this Notice
will not affect the expenses paid or eligible for reimbursement
in any other taxable year. The right to payment or
reimbursement under this Section governing the resolution of
disputes under this Notice will not be subject to liquidation or
exchange for another benefit.
Any arbitration or action pursuant to this Section
governing the resolution of disputes under this Notice
will be governed by and construed in accordance with the
substantive laws of the State of Delaware and, where
applicable, federal law, without giving effect to the
principles of conflict of laws of such State. The
mandatory arbitration provisions of this Section will
supersede in their entirety the J.C. Penney Alternative, a
dispute resolution program generally applicable to
employment terminations.
(b) No Right to Continued Employment. Nothing in this award
will confer on You any right to continue in the employ of the
Company or affect in any way the right of the Company to
terminate Your employment without prior notice, at any time,
for any reason, or for no reason.
 Unsecured General Creditor. Neither You nor Your
beneficiaries, heirs, successors, and assigns will have a legal
or equitable right, interest or claim in any property or assets of
the Company. For purposes of the payments under this
Notice, any of the Company's assets will remain assets of the
Company and the Company's obligation under this Notice will
be merely that of an unfunded and unsecured promise to
issue shares of Common Stock to You in the future pursuant
to the terms of this Notice.
 Stockholder Rights. You (including for purposes of this
Section, Your legatee, distributee, guardian, legal
representative, or other third party, as the Board or its
designee may determine) will have no stockholder rights with
respect to any shares of Common Stock subject to the award
under this Notice until such shares of Common Stock are
issued to You. Shares of Common Stock will be deemed
issued on the date on which they are issued in Your name.
 Indemnification. Each person who is or will have been a
member of the Board or any committee of the Board will be
indemnified and held harmless by the Company against and
from any loss, cost, liability, or expense that may be imposed
on or reasonably incurred by him in connection with or
resulting from any claim, action, suit, or proceeding to which
he may be made party or in which he may be involved by
reason of any determination, interpretation, action taken or
failure to act under this Notice and against and from any and
all amounts paid by him in settlement thereof, with the
Company’s approval, or paid by him in satisfaction of any
judgment in any such action, suit or proceeding against him,
provided he will give the Company an opportunity, at its own
expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf. The
foregoing right of indemnification will not be exclusive and will
be independent of any other rights of indemnification to which
such persons may be entitled under the Company’s