Dan Walker Sample Contracts

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officer: Chief Talent Officer until November 16th, 2011
director until December 6th, 2011
J C Penney Co Inc – EXECUTIVE TERMINATION PAY AGREEMENT DANIEL WALKER (March 28th, 2012)

This Executive Termination Pay Agreement (the “Agreement”), dated as of November 16, 2011 is between J.C. Penney Corporation, Inc. (“Corporation”) and the undersigned member of the Corporation’s Executive Board (the “Executive”).

J C Penney Co Inc – Notice of Restricted Stock Unit Grant Name Daniel Walker Employee ID Date of Grant November 16, 2011 Number of Restricted Stock Units Granted 373,483 (March 28th, 2012)

Subject to the terms of this Notice of Restricted Stock Unit Grant (“Notice”), the J. C. Penney Company, Inc. (the “Company”) hereby grants Daniel Walker (“You” or “Your”) the number of restricted stock units listed above. The number of restricted stock units listed above was determined by dividing $12 million, the agreed on value of Your restricted stock unit award, by the Fair Market Value of the Common Stock on November 16, 2011. 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 Common Stock.