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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 28, 2006
J. C. PENNEY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-15274 26-0037077
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation ) Identification No.)
6501 Legacy Drive
Plano, Texas 75024-3698
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (972) 431-1000
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(b) under the
Exchange Act (17 CFR 240.13e-4(b))
Item 1.01 Entry into a Material Definitive Agreement
In connection with the retirement, effective April 30, 2006, of Stephen F.
Raish, Executive Vice President and Chief Information Officer of J. C. Penney
Company, Inc. ("Company"), the Company's wholly owned subsidiary, J. C. Penney
Corporation, Inc. ("JCP"), and Mr. Raish have entered into an amendment dated
March 28, 2006 ("Amendment") to Mr. Raish's existing Employment Agreement with
JCP. Pursuant to the Amendment, Mr. Raish will be entitled to certain benefits
upon retirement, including payments in respect of salary, incentive compensation
and vacation pay and additional age and service credit for purposes of
eligibility under JCP's Supplemental Retirement Program for Management
Profit-Sharing Associates.
A copy of the Amendment is filed as Exhibit 10.1 hereto and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 Amendment to Employment Agreement, dated as of March 28, 2006,
between J. C. Penney Corporation, Inc. and Stephen F. Raish
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
J. C. PENNEY COMPANY, INC.
By: /s/ Michael T. Theilmann
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Michael T. Theilmann
Executive Vice President,
Chief Human Resources and
Administration Officer
Date: March 31, 2006
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), made in the City
of Plano and the State of Texas, dated as of March 28, 2006, between J. C.
Penney Corporation, Inc., a Delaware corporation (hereinafter called the "the
Employer"), and Stephen F. Raish (hereinafter called the "the Employee").
WHEREAS, the Employee and the Employer have previously entered into that
certain Employment Agreement dated May 1, 2005 (hereinafter called the
"Agreement");
WHEREAS, the Employee has elected to retire from the Employer, effective
April 30, 2006;
WHEREAS, in connection with the Employee's retirement, the Employee and the
Employer have mutually agreed to amend the Agreement, on the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the promises and of the mutual covenants
herein contained, Employer and Employee herby agree to amend the Agreement
pursuant to Section 10.8 thereof, and they hereby agree as follows:
1. Employment, Position and Duties. Notwithstanding anything to the
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contrary in Section 1 of the Agreement, effective as of April 30, 2006
(the "Retirement Date"), Employee hereby resigns his position as
Executive Vice President, and Chief Information Officer, and all other
officer, committee or fiduciary positions with the Employer, its
subsidiaries or affiliates.
2. Term of Employment. Notwithstanding anything to the contrary in
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Section 2 of the Agreement, the Employee and Employer agree that
effective as of the Retirement Date the Employee's employment will be
terminated without Cause and such termination will be coded as a
"retirement" in the Employer's employment records ("Retirement").
3. Termination Benefits. Notwithstanding anything to the contrary in
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Section 7 of the Agreement and in lieu thereof, the Employee and
Employer agree that the following payments and benefits shall be
applicable to Employee's Retirement:
7.1 Benefits Upon Retirement
(i) On or after the Retirement Date, the Employer shall pay the
Employee as soon as practicable or within the period required by law
accrued and unpaid Base Salary and vacation to which the Employee was
entitled as of the Retirement Date. In addition, conditioned upon
receipt of the Employee's written release of claims in such form as
may be required by the Corporation and the expiration of any
applicable period during which the Employee can rescind or revoke such
release, the Employer shall pay or provide to the Employee as
severance pay within 14 days thereafter, a lump sum equal to
$1,413,891.74, such sum being comprised of (a)$1,291,767 as severance
pay;
(b) $58,050 for health coverage and outplacement services, (c) $8,650
for financial counseling services, (d) $3,000 for an executive
physical and (e)$52,424.74 which equals the prorated target annual
incentive for fiscal 2006 (at $1.00 per unit) under the Employer's
Management Incentive Compensation Program; and
(ii) Conditioned upon receipt of the Executive's written release of
claims in such form as may be required by the Employer and the
expiration of any applicable period during which the Employee can
rescind or revoke such release, the Employer will provide the Employee
with additional age and service credit to make the Employee eligible
for an age 60 calculation under the terms of the Employer's Supplement
Retirement Plan for Management Profit-Sharing Associates.
7.2 Non-Eligibility For Other Company Separation Pay Benefits. The
Employee shall not be eligible for any payments under any severance
program offered by the Employer.
7.3 Employer's Right of Offset. If the Employee is at any time
indebted to the Employer, or otherwise obligated to pay money to the
Employer for any reason, the Employer, at its election, may offset
amounts otherwise payable to the Employee under this Amendment,
including, but without limitation, Base Salary and incentive
compensation payments, against any such indebtedness or amounts due
from the Employee to the Employer, to the extent permitted by law.
7.4 Mitigation. In the event of the Retirement of the Employee the
Employee shall not be required to mitigate damages by seeking other
employment or otherwise as a condition to receiving payments or
benefits under this Amendment. No amounts earned by the Employee after
the Employee's Retirement whether from self-employment, as a common
law employee, or otherwise, shall reduce the amount of any payment or
benefit under any provision of this Amendment.
4. Section 8.4 Covenant Period. For purposes of Section 8.4, the
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non-compete period shall be one year.
5. Withholding. Section 10.12 is hereby deleted and the section is hereby
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amended to read as follows:
Withholding and Taxes. The Employer shall be entitled to withhold from
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payment any amount of withholding required by law. Employee
understands that he is responsible for payment of additional taxes,
assessments or penalties associated with Internal Revenue Code Section
409A, if any. The Employer will provide the Employee with a Form W-2
or Form 1099 showing deferred compensation paid to Employee or
indicating a violation of 409A, as provided for by Internal Revenue
Service guidance, if required.
6. Continuation of Agreement; Defined Terms. Except as modified above in
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this Amendment, the Agreement shall continue in full force and effect
and terms that are defined in the Agreement shall have the meanings
ascribed thereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first above written.
J. C. PENNEY CORPORATION, INC.
By: /s/ Michael T. Theilmann
Name: Michael T. Theilmann
Title: Executive Vice President
EMPLOYEE
/s/ Stephen F. Raish
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Stephen F. Raish