exhibi10grant.htm


    Exhibit
10.1

    
      JCPenney   Notice of 2008 Supplemental Annual
CEO Performance Unit Grant

      J. C. Penney Company,
Inc.            

      
        	
                 

              	
                Name

              	
                  Employee
      ID

              
	
                 2005
      Equity

                Compensation
      Plan

              	
                Date of
      Grant

              	
                Number of
      Performance 

                Units
      Granted

              	
                Performance
      Cycle

                Begins:  12/15/2008

                Ends:  12/14/2011

              


      

       

      
        

      

      
        You
have been granted the number of Performance Units listed above in recognition of
your expected future contributions to the success of
JCPenney.   This Performance Unit grant is a “target” award,
which may increase or decrease based on the Company’s actual results for the
Performance Cycle as set forth in the Payout Matrix established by the
independent members of the JCPenney Board of Directors.   This grant is subject to all
the terms, rules, and conditions of the J. C. Penney Company, Inc. 2005 Equity
Compensation Plan (“Plan”) and the implementing resolutions (“Resolutions”)
approved by the Human Resources and Compensation Committee (“Committee”) of the
Board.  Capitalized terms not otherwise defined herein shall have the
respective meanings assigned to them in the Plan and the
Resolutions.  In the event of a change in capitalization of the
Company or other similar event, the number of units shall be
adjusted as provided in the Plan.

      

      


      Definitions

      Disability – Disability means
totally and permanently disabled within the meaning of the Social Security Act,
provided you either (a) qualified for disability insurance benefits under such
Act, or (b) in the opinion of the organization that administers the Company’s
disability plans, you have a disability which entitles you to such disability
insurance benefits except for the fact that you do not have sufficient quarters
of coverage or have not satisfied any age requirements under such
law.

      


      Payout Matrix – The Payout
Matrix is established by the independent members of the Board at the beginning
of the Performance Cycle and describes the percentage of units you shall earn
based on the Company’s annual Total Stockholder Return for the Performance
Cycle.

      


      Performance Units – The
Performance Units granted under this award are restricted stock units with
performance-based vesting features.  Each Performance 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”).  You can earn from 0% to 1662⁄3% of the units granted
based on the Company’s actual results for the Performance Cycle.

      


      Performance Cycle – The
Performance Cycle is a three-year period beginning on December 15, 2008 and
ending on December 14, 2011.

      


      Performance Measurement –The
Performance Measurement is the Company’s annual Total Stockholder Return over
the Performance Cycle. 

      


      Retirement—Retirement means
your separation from service either (1) at or after age 60 or (2) at or after
age 55 with at least 15 years of service with JCPenney or any of its
subsidiaries.

      


      Total Stockholder Return
(“TSR”) – The Company’s annual stockholder returns, assuming reinvestment
of all dividends on the date paid (assumed to be the ex-dividend
date).  The Company’s annual stockholder returns will be calculated
based on the closing price of Common Stock on the last trading day immediately
preceding the date of grant and the 60-day trailing average stock price of
Common Stock prior to the last day of the Performance Cycle.

      


      How Your Actual Performance
Units are Determined

      The
Company’s annual TSR for the Performance Cycle shall determine the actual number
of Performance Units, if any, that will vest on December 15, 2011 (the “Vesting
Date”).  The Payout Matrix shown below indicates the percentage of
Performance Units that will vest for the respective TSR percentages.  Within 21⁄2 months
following the Vesting Date, the independent members of the Board shall approve
the percentage of Performance Units, if any, earned based on the Payout
Matrix.  The actual number of Performance Units that vest shall
be paid in shares of Common Stock as soon as practicable, but in no event later
than 21⁄2 months, after the Vesting Date.

      


      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 Performance Units vest and
you are issued shares of Common Stock in cancellation of the vested Performance
Units.

       

      1

       

      Employment
Termination

      If your
employment terminates during the Performance Cycle because of Retirement,
Disability or death, then you shall be entitled to a prorated number of the
Performance Units earned in accordance with the Payout Matrix, determined as of
the end of the Performance Cycle, and payable as specified above. The proration
shall be based on the ratio of (a) the number of calendar days from the date of
grant to the effective date of termination to (b) the total number of calendar
days in the vesting period.

      


      The
beneficiary listed on your J. C. Penney Company, Inc. Equity Plan Beneficiary
Designation Form shall receive the vested shares covered by the Performance Unit
award in the case of termination of employment due to death.

      


      If your
employment terminates for any reason other than Retirement, Disability or death,
you shall forfeit any unearned Performance Units at the time of such employment
termination.

      


      Change of
Control

      If a
Change of Control (as defined in Attachment A to this Notice of Grant) occurs
during the Performance Cycle, your Performance Units shall vest and be payable
in shares of Common Stock in accordance with the Payout Matrix based on the
60-day trailing average stock price of Common Stock prior to the closing date of
the Change of Control transaction.  Such payment shall be made as soon
as practicable after the closing date of the Change of Control transaction, but
no later than the deadline for distribution specified in Section 7 of the
Plan.

      


      Taxes and
Withholding

      At the
time your Performance Units vest and you are issued shares of Common Stock or
cash in lieu of fractional shares, the fair market value of the shares of Common
Stock issued to you shall be included in your W-2 form and the Company shall be
required to withhold applicable taxes on such amount.  Your
withholding rate with respect to this award may not be higher than the minimum
statutory rate.  The Company shall retain and cancel the number of
issued shares equal to the value of the required minimum tax withholding in
payment of the required minimum tax withholding due.  For purposes of
this grant notice, “fair market value” means the closing price of the Common
Stock on the New York Stock Exchange, or if the Exchange is closed on the
applicable date, or if the Common Stock does not trade on such date, the closing
price of the Common Stock on the New York Stock Exchange on the last trading day
immediately preceding such date.

      


      Transferability of Your
Performance Units

      The
Performance Units awarded hereunder are non-transferable.

      


      Effect on Other
Benefits

      The
value of the shares covered by the Performance Unit award shall not be included
as compensation or earnings for purposes of any other compensation, retirement,
or benefit plan offered to Company associates.

      


      Administration

      The
Committee has full authority and discretion, subject only to the terms of the
Plan, to decide all matters relating to the administration and interpretation of
the Plan and this Performance Unit award.  The Committee’s
determinations shall be final, conclusive, and binding on you and your heirs,
legatees and designees.

      


      
        This performance unit grant
does not constitute an employment contract.  It does not guarantee
employment for the length of the vesting period or for any portion
thereof.

      

      
        	
                Payout
      Matrix

              


      

      


      
        	 
      	
                Annual
      

                TSR
      %

              	
                Vesting
      %

              	
                Shares
      (#)

                (see
      Note)

              
	
                Maximum

              	
                29.1%

                or
      greater

              	
                1662⁄3%

              	
                500,000

              
	 
      	
                23.3%

              	
                1331⁄3%

              	
                400,000

              
	
                Target

              	
                17.9%

              	
                100%

              	
                300,000

              
	
                Threshold

              	
                11.3%

              	
                662⁄3%

              	
                200,000

              
	 
      	
                <11.3%

              	
                0

              	
                0

              


      

       

      Note:  At
the end of the Performance Cycle, once the threshold performance (11.3% TSR) has
been achieved, the payout percentage will be calculated on a pro-rata
basis.  In no event shall the aggregate value of the shares payable in
accordance with the Payout Matrix exceed $25 million, based on the closing price
of Common Stock on the Vesting Date.  In the event that the value of
the award pursuant to the Payout Matrix exceeds $25 million, the number of
shares paid will be reduced as necessary to comply with such
limit.


      
        
          2 


        

         

      


      Attachment
A

      


      A
Change of Control Event shall have occurred if there is a change of ownership, a
change of effective control, or a change in ownership of a substantial portion
of the assets of the Company (as “Company” is defined in the J. C. Penney
Company, Inc. 2005 Equity Compensation Plan).

      


      
        	
                1.  

              	
                Change
      of ownership occurs on the date that a person or persons acting as a group
      acquires ownership of stock of the Company that together with stock held
      by such person or group constitutes more than 50 percent of the total fair
      market value or total voting power of the stock of the
      Company.

              


      

      


      
        	
                2.  

              	
                Notwithstanding
      whether the Company has undergone a change of ownership, a change of
      effective control occurs (a) when a person or persons acting as a group
      acquires within a 12-month period 30 percent of the total voting power of
      the stock of the Company or (b) a majority of the Board of Directors is
      replaced within 12 months if not previously approved by a majority of the
      members.  A change in effective control also may occur in any
      transaction in which either of the two corporations involved in the
      transaction has a Change in Control Event, i.e. multiple change in control
      events.

              


      

      


      
        	
                3.  

              	
                Change
      in ownership of a substantial portion of the Company’s assets occurs when
      a person or persons acting as a group acquires assets that have a total
      gross fair market value equal to or more than 40 percent of the total
      gross fair market value of all assets of the Company immediately prior to
      the acquisition.  A transfer of assets by the Company is not
      treated as a change in the ownership of such assets if the assets are
      transferred to -

              


      

      (i) A
shareholder of the Company (immediately before the asset transfer) in exchange
for or with respect to its stock;

      (ii) An
entity, 50 percent or more of the total value or voting power of which is owned,
directly or indirectly, by the Company;

      (iii) A
person, or more than one person acting as a group, that owns, directly or
indirectly, 50 percent or more of the total value or voting power of all the
outstanding stock of the Company; or

      (iv) An
entity, at least 50 percent of the total value or voting power of which is
owned, directly or indirectly, by a person described in paragraph
(iii).

      


      Persons
will not be considered to be acting as a group solely because they purchase
assets of the Company at the same time, or as a result of the same public
offering.  However persons will be considered to be acting as a group
if they are owners of a corporation that enters into a merger, consolidation,
purchase or acquisition of assets, or similar business transaction with the
Company.

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
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