J.C. Penney Files 8K - Director, Officer or Compensation Filing >JCP
4:17 pm ET May 25, 2018 (Dow Jones)
J.C. Penney Co. Inc. (JCP) filed a Form 8K - Director, Officer or Compensation Filing - with the U.S Securities and Exchange Commission on May 25, 2018.
(e) On May 25, 2018, the stockholders of J. C. Penney Company, Inc. ("Company") approved the J. C. Penney Company, Inc. 2018 Long-Term Incentive Plan ("2018 Plan"). The 2018 Plan replaces the J. C. Penney Company, Inc. 2016 Long-Term Incentive Plan.
The 2018 Plan will be administered by, or under the direction of, a committee of the Board of Directors ("Committee") constituted in such a manner as to comply at all times with Rule 16b-3 or any successor rule promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.
The 2018 Plan allows for grants of (i) stock options, stock appreciation rights and stock awards (collectively, "Equity Awards") and cash incentive awards (together, "Awards") to associate participants selected by the Committee or its delegate and (ii) Equity Awards to non-associate Director participants. Under the 2018 Plan, Awards to associate participants are subject to such conditions as continued employment, qualifying termination, passage of time and/or satisfaction of performance criteria as specified in the 2018 Plan or set by the Committee. The amounts of Awards granted will vary. The terms of each Equity Award will be set forth in a grant notice or grant agreement provided by the Company to the recipient of the Equity Award.
The maximum number of shares of the Company's common stock that may be issued or delivered pursuant to Equity Awards granted under the 2018 Plan is 28,100,000. In no event may more than: (i) 17,239,263 shares of common stock be issued as stock awards over the term of the 2018 Plan; (ii) 28,100,000 shares of common stock be issued pursuant to incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, over the term of the 2018 Plan; (iii) 4,000,000 shares of common stock be granted as stock options or stock appreciation rights, singly or in combination, to any participant in any fiscal year; or (iv) 3,000,000 shares of common stock be granted as performance-based Equity Awards, singly or in combination, to any participant in any fiscal year. Performance-based cash incentive awards to any individual associate participant in any calendar year may not exceed the product of $2,000,000 and the number of years in the performance cycle. Annual Equity Awards granted to each non-associate Director may not exceed $500,000 based on grant date fair value.
The 2018 Plan became effective on May 25, 2018 and will expire (unless earlier terminated by the Board of Directors) on May 31, 2023.
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