JCPenney 2015 Annual Report Download - page 154

Exhibit 10.73
Stock Option Grant
Agreement
[Participant Name]
Employee ID
[Grant Date]
Option Grant Price Per Share
[Grant Price]
Number of NSO Shares Granted
[Options Granted]
This Non-Qualified Stock Option ("NSO") Grant Agreement
(“Agreement”) gives you the right to purchase the total number of
shares of Common Stock of 50 par value ("Common Stock") of J. C.
Penney Company, Inc. ("Company") at the Option Grant Price Per
Share shown above. This grant is subject to all the terms, rules, and
conditions of the 2014 J. C. Penney Company, Inc. Long-Term
Incentive Plan (“Plan”) and the implementing resolutions
(“Resolutions”) approved by the Human Resources and Compensation
Committee (“Committee”) of the Company’s Board of Directors
(“Board”). Capitalized terms not otherwise defined herein shall have
the respective meanings assigned to them in the Plan and the
Resolutions. In order to receive the benefits under this Agreement,
you must affirmatively accept the terms of this Agreement by signing
it, whether physically or via alternative electronic means acceptable to
the Company, acknowledging your acceptance of the terms under
which this Stock Option award is granted. You have 90 days from
the date this Agreement is made available to you, either
physically or electronically to accept the terms of this Agreement.
If you do not accept the terms of this Agreement in the applicable 90
day period the Stock Options that are the subject of this Agreement
will be forfeited by you.
Vesting Terms
This NSO will generally become exercisable (“Vest”) on [VESTING
DATE] (“Vest Date”). You must remain continuously employed by the
Company through the Vest date (unless you experience a separation
from service due to your Retirement, Disability, death, job
restructuring, reduction in force, or unit closing) to Vest in your NSO;
otherwise the NSOs granted will be forfeited.
Separation from Service
If you experience a separation from service due to Retirement,
Disability, death, job restructuring, reduction in force, or unit closing
before the Vest date of your NSO, your NSO will vest on a pro-rata
basis. The pro-rata portion of your NSO that will vest will be
determined by multiplying the “Number of NSO Shares 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 [VESTING
MONTHS]. Any NSOs for which vesting is not accelerated will expire
on such separation from service.
If you experience a separation from service as a result of an
Employment Termination then all unvested NSOs shall become fully
vested on the date of any such Employment Termination.
Notwithstanding the foregoing, if you are party to a termination
agreement, and your Employment is terminated due to an involuntary
separation from service Cause under, and as defined in that
termination agreement, and such separation from service is not an
Employment Termination, then the number of NSOs that will become
exercisable will be determined according to the terms of the underlying
termination agreement 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 your Employment terminates for any other reason then all unvested
and unexercised NSOs will expire as of the date of your separation
from service.