June 14, 2011 Ronald Bruce Johnson Dear Ron: (September 7th, 2011)
We are pleased to confirm our employment offer to you for the position of Chief Executive Officer of J. C. Penney Company, Inc. ("the Company") as part of the of the Company's Board of Director's execution of its strategy and succession plan. As Chief Executive Officer you will be responsible for leading all merchandising functions including Merchandising, Buying, Marketing, Product Development and Sourcing, and Planning and Allocation. Your start date will be November 1, 2011 at which time you will become a member of the Executive Board. In addition, effective August 1, 2011 you will become a member of the Company's Board of Directors (Board).
Transition Services Agreement (August 25th, 2011)
This transition services agreement (this "Agreement") between J. C. Penney Company, Inc., a Delaware corporation, including its subsidiaries and affiliates ("jcpenney"), and Myron E. Ullman III ("You, or "Your") will set forth our mutual understanding as to the rights and obligations of You and jcpenney in connection with Your retirement from jcpenney, effective as of January 27, 2012, or an earlier date determined by the Board of Directors of the Company (the "Board").
Warrant (June 14th, 2011)
THIS IS TO CERTIFY THAT Ronald Bruce Johnson ("Purchaser") is entitled to purchase from J. C. Penney Company, Inc., a Delaware corporation (the "Corporation"), shares of the Corporation's authorized common stock of 50C/ par value (the "Common Stock"), subject to the terms and conditions set forth in this Warrant (this "Warrant") and the Warrant Purchase Agreement, dated as of the date hereof (the "Warrant Purchase Agreement"), by and between the Corporation and Purchaser. The Date of Purchase of the Warrant, the number of shares issuable upon exercise of the Warrant (the "Warrant Shares"), and the Exercise Price per share are stated above. This Warrant was entered into prior to your election as an officer or director of the Corporation and is not governed by any other stock option or award plan previously adopted by the Corporation.
6501 Legacy Drive Plano, Texas 75024 (June 14th, 2011)
CREDIT AGREEMENT Dated as of April 8, 2009 Among J. C. PENNEY COMPANY, INC., J. C. PENNEY CORPORATION, INC., J. C. PENNEY PURCHASING CORPORATION, the Lenders Party Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and WACHOVIA BANK, NATIONAL ASSOCIATION, as LC Agent J.P. MORGAN SECURITIES INC., BANC OF AMERICA SECURITIES LLC, BARCLAYS CAPITAL and WACHOVIA BANK, NATIONAL ASSOCIATION as Joint Bookrunners and Co-Lead Arrangers, JPMORGAN CHASE BANK, N.A., as Syndication Agent and BANK OF AMERICA, N.A., BARCLAYS BANK PLC and WACHOVIA BANK, NATIONAL ASSOCIATION, as Joint Documentation Agent (September 8th, 2010)
CREDIT AGREEMENT dated as of April 8, 2009, among J. C. PENNEY COMPANY, INC., J. C. PENNEY CORPORATION, INC., J. C. PENNEY PURCHASING CORPORATION, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and WACHOVIA BANK, NATIONAL ASSOCIATION, as LC Agent.