JCPenney 2015 Annual Report Download - page 161

Exhibit 10.74
Restricted Stock Unit Grant
Agreement
[Participant Name] Employee ID
Number of Restricted Stock Units Granted
[Number of Units Granted]
Restricted Stock Unit Grant
You have been granted the number of Restricted Stock Units listed
above in recognition of your expected future contributions to the
success of J. C. Penney Company, Inc. (“Company”). Each
Restricted Stock Unit shall at all times be deemed to have a value
equal to the then-current fair market value of one share of J. C.
Penney Company, Inc. Common Stock of 50¢ par value (“Common
Stock”). 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 Restricted Stock Unit Grant Agreement
(“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 Restricted Stock Unit 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 Restricted Stock
Units that are the subject of this Agreement will be forfeited by you.
Vesting of Your Restricted Stock Units
The Restricted Stock Units shall vest and the restrictions on your
Restricted Stock Unit shall lapse on [VESTING DATE] (“Vest Date”),
provided you remain continuously employed by the Company through
the Vest Date (unless your Employment terminates due to your
Retirement, Disability, death, job restructuring, reduction in force, or
unit closing).
Your vested Restricted Stock Units shall be distributed in shares of
Common Stock as soon as practicable on or following the earlier of (i)
your separation from service as a result of (A) your Retirement,
Disability, or death, or (B) a job restructuring, reduction in force, or unit
closing, or (ii) the Vest Date provided above. Notwithstanding the
foregoing, if you are a specified employee as defined under Section
409A of the Code and the related Treasury regulations thereunder,
your award is subject to Section 409A of the Code, and you
experience a separation from service as a result of your Retirement
your vested Restricted Stock Units shall be paid in shares of Common
Stock as soon as practicable following the earlier of (i) the date that is
six months following your separation from service due to Retirement
(ii) the date of your death, or (iii) any applicable Vest Date provided
above. You shall not be allowed to defer the payment of your shares
of Common Stock to a later date.
Dividend Equivalents
You shall not have any rights as a stockholder until your Restricted
Stock Units vest and you are issued shares of Common Stock in
cancellation of the vested Restricted Stock Units. If the Company
declares a dividend, you will accrue dividend equivalents on the
unvested Restricted Stock Units in the amount of any quarterly
dividend declared on the Common Stock. Dividend equivalents shall
continue to accrue until your Restricted Stock Units vest and you
receive actual shares of Common Stock in cancellation of the vested
Restricted Stock Units. The dividend equivalents shall be credited as
additional Restricted Stock Units in your account to be paid in shares
of Common Stock on the vesting date along with the Restricted Stock
Units to which they relate. The number of additional Restricted Stock
Units to be credited to your account shall be determined by dividing