JCPenney 2015 Annual Report Download - page 151

 Administration. This Notice will be administered by the
Board, or its designee. The Board, or its designee, has full
authority and discretion to decide all matters relating to the
administration and interpretation of this Notice. The Board’s,
or its designee’s, determinations will be final, conclusive, and
binding on You and Your heirs, legatees and designees.
 Entire Notice and Governing Law. This Notice constitutes
the entire agreement between You and the Company with
respect to the subject matter hereof and supersedes in its
entirety all prior undertakings and agreements between You
and the Company with respect to the subject matter hereof,
and may not be modified adversely to Your interest except by
means of a writing signed by the You and the Company.
Nothing in this Notice (except as expressly provided herein) is
intended to confer any rights or remedies on any person other
than You and the Company. This Non-Qualified Stock Option
award will be governed by the internal laws of the State of
Delaware, regardless of the dictates of Delaware conflict of
laws provisions.
 Interpretive Matters. The captions and headings used in this
Notice are inserted for convenience and will not be deemed a
part of the award or this Notice for construction or
interpretation.
 Notice. For all purposes of this Notice, all communications
required or permitted to be given hereunder will be in writing
and will be deemed to have been duly given when hand
delivered or dispatched by electronic facsimile transmission
(with receipt thereof confirmed), or five business days after
having been mailed by United States registered or certified
mail, return receipt requested, postage prepaid, or three
business days after having been sent by a nationally
recognized overnight courier service, addressed to the
Company at its principal executive office, c/o the Company’s
General Counsel, and to You at Your principal residence, or to
such other address as any party may have furnished to the
other in writing and in accordance herewith, except that
notices of change of address will be effective only on receipt.
 Severability and Reformation. The Company intends all
provisions of this Notice to be enforced to the fullest extent
permitted by law. Accordingly, should a court of competent
jurisdiction determine that the scope of any provision of this
Notice is too broad to be enforced as written, the court should
reform the provision to such narrower scope as it determines
to be enforceable. If, however, any provision of this Notice is
held to be wholly illegal, invalid, or unenforceable under
present or future law, such provision will be fully severable
and severed, and this Notice will be construed and enforced
as if such illegal, invalid, or unenforceable provision were
never a part hereof, and the remaining provisions of this
Notice will remain in full force and effect and will not be
affected by the illegal, invalid, or unenforceable provision or
by its severance.
 Execution and Acknowledgement. This Notice may be
executed or acknowledged electronically or by such other
means as may be permitted by the Company.
 Amendments; Waivers. This Notice may not be modified,
amended, or terminated except by an instrument in writing,
approved by the Company and signed by You and the
Company. Failure on the part of either party to complain of
any action or omission, breach or default on the part of the
other party, no matter how long the same may continue, will
never be deemed to be a waiver of any rights or remedies
hereunder, at law or in equity. The Executive or the Company
may waive compliance by the other party with any provision
of this Notice that such other party was or is obligated to
comply with or perform only through an executed writing;
provided, however, that such waiver will not operate as a
waiver of, or estoppel with respect to, any other or
subsequent failure.