JCPenney 2015 Annual Report Download - page 158

Noncompetition.
(a) 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 will not, except as
otherwise provided for below, undertake any work for a
Competing Business, as defined in (b).
(b) As used in this Agreement, the term “Competing Business”
shall specifically include, but not be limited to:
(i) Kohl’s Corporation, Macy’s, Inc., Target Corporation,
The TJX Companies, Inc., Ross Stores, Inc., Wal-Mart
Stores, Inc., Amazon.com, Inc., and any of their
respective subsidiaries or affiliates, or
(ii) any business (A) that, at any time during the
Severance Period, competes directly with the
Corporation through sales of merchandise or services in
the United States or another country or commonwealth
in which the Corporation, including its divisions,
affiliates and licensees, operates, and (B) where the
Executive performs services, whether paid or unpaid, in
any capacity, including as an officer, director, owner,
consultant, employee, agent, or representative, where
such services involve the performance of (x)
substantially similar duties or oversight responsibilities
as those performed by the Executive at any time during
the 12-month period preceding the Executive’s
termination from the Corporation for any reason, or (y)
greater duties or responsibilities that include such
substantially similar duties or oversight responsibilities
as those referred to in (x); or
(iii) any business that provides buying office or sourcing
services to any business of the types referred to in this
section (b).
(c) For purposes of this section, the restrictions on working for
a Competing Business shall include working at any location
within the United States or Puerto Rico. You acknowledge
that the Company is a national retailer with operations
throughout the United States and Puerto Rico and that the
duties and responsibilities that you perform, or will perform,
for the Company directly impact the Company’s ability to
compete with a Competing Business in a nationwide
marketplace. You further acknowledge that you have, or will
have, access to sensitive and confidential information of the
Company that relates to the Company’s ability to compete in
a nationwide marketplace.
Non-Disparagement. You covenant that you will not make any
statement or representation, oral or written, that could adversely affect
the reputation, image, goodwill or commercial interests of the
Company. This provision will be construed as broadly as state or
federal law permits, but no more broadly than permitted by state or
federal law. This provision is not intended to and does not prohibit you
from participating in a governmental investigation concerning the
Company, or providing truthful testimony in any lawsuit, arbitration,
mediation, negotiation or other matter. You agree not to incur any
expenses, obligations or liabilities on behalf of the Company.
Enforcement and Injunctive Relief. In addition to any other remedies
to which the Company is entitled, on the Company’s becoming aware
that you have breached, or potentially have breached, any of the
Covenants and Representations set forth in this Agreement, above,
the Company shall have a right to seek recoupment of the portion of
any award under the Plan, or any plan or program that is a successor