JCPenney 2015 Annual Report Download - page 163

If you experience a separation from service as a result of an
Employment Termination then all unvested Restricted Stock Units
shall become fully vested on the date of any such Employment
Termination. Any shares that vest following an Employment
Termination will be distributed as provided in the “Vesting of Your
Restricted Stock Units” section of this Notice.
Notwithstanding the foregoing, if you are party to a termination
agreement, and your Employment is terminated due to an involuntary
separation from service without cause (or summary dismissal) under,
and as defined in that termination agreement, and such separation
from service is not an Employment Termination, then the number of
Restricted Stock Units that will vest will be determined according to
the terms of the underlying termination agreement subject to (i) the
execution and delivery of a release in such form as may be required
by the Company, (ii) the expiration of the applicable revocation period
for such release. Any shares that vest under a termination agreement
will be distributed as provided in the “Vesting of Your Restricted Stock
Units” section of this Notice.
If your employment terminates for any reason other than those
specified above, any unvested Restricted Stock Units shall be
forfeited by you and cancelled on the effective date of termination.
Covenants and Representations
By accepting this award you hereby acknowledge that your duties to
the Company require access to and creation of the Company’s
confidential or proprietary information and trade secrets (collectively,
the “Proprietary Information”). The Proprietary Information has been
and will continue to be developed by the Company and its subsidiaries
and affiliates at substantial cost and constitutes valuable and unique
property of the Company. You further acknowledge that due to the
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