JCPenney 2015 Annual Report Download - page 156

nature of your position, you will have access to Proprietary
Information affecting plans and operations in every location in which
the Company (and its subsidiaries and affiliates) does business or
plans to do business throughout the world, and your decisions and
recommendations on behalf of the Company may affect its operations
throughout the world. Accordingly, by accepting this award you
acknowledge that the foregoing makes it reasonably necessary
for the protection of the Company’s business interests that you
agree to the following covenants in connection with (i) your
involuntary separation from service, as defined under Treasury
regulation §1.409A-1(n), other than for Cause, or (ii) your
voluntary separation from service:
Confidentiality. You hereby covenant and agree that you shall not,
without the prior written consent of the Company, during your
employment with the Company or at any time thereafter disclose to
any person not employed by the Company, or use in connection with
engaging in competition with the Company, any Proprietary
Information of the Company.
(a) It is expressly understood and agreed that the Company’s
Proprietary Information is all nonpublic information relating to
the Company’s business, including but not limited to
information, plans and strategies regarding suppliers,
pricing, marketing, customers, hiring and terminations,
employee performance and evaluations, internal reviews and
investigations, short term and long range plans, acquisitions
and divestitures, advertising, information systems, sales
objectives and performance, as well as any other nonpublic
information, the nondisclosure of which may provide a
competitive or economic advantage to the Company.
Proprietary Information shall not be deemed to have become
public for purposes of this Agreement where it has been
disclosed or made public by or through anyone acting in
violation of a contractual, ethical, or legal responsibility to
maintain its confidentiality.
(b) In the event you receive a subpoena, court order or other
summons that may require you to disclose Proprietary
Information, on pain of civil or criminal penalty, you will
promptly give notice to the Company of the subpoena or
summons and provide the Company an opportunity to
appear at the Company’s expense and challenge the
disclosure of its Proprietary Information, and you shall
provide reasonable cooperation to the Company for
purposes of affording the Company the opportunity to
prevent the disclosure of the Company’s Proprietary
Information.
(c) Nothing in this Agreement shall restrict you from, directly or
indirectly, initiating communications with or responding to
any inquiry from, or providing testimony before, the
Securities and Exchange Commission (“SEC”), Financial
Industries Regulatory Authority (“FINRA”), or any other self-
regulatory organization or state or federal regulatory
authority.
Nonsolicitation of Employees. You hereby covenant and agree that
during your employment with the Company and, in the event you, as
noted above, (i) have a voluntary separation from service, or (ii) have
an involuntary separation from service other than for cause and
receive benefits under your termination agreement, that for a period
equal to (x) 18 months, if you are an Executive Vice President on the
date of your separation from service, or (y) 12 months, if you are a
Senior Vice President, thereafter, you shall not, without the prior
written consent of the Company, on your own behalf or on the behalf
of any person, firm or company, directly or indirectly, attempt to
influence, persuade or induce, or assist any other person in so
persuading or inducing, any of the employees of the Company (or any
of its subsidiaries or affiliates) to give up his or her employment with
the Company (or any of its subsidiaries or affiliates), and you shall not
directly or indirectly solicit or hire employees of the Company (or any
of its subsidiaries or affiliates) for employment with any other
employer, without regard to whether that employer is a Competing
Business, as defined below.