SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): December 1, 2006
J.
C. PENNEY COMPANY, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation )
|
1-15274
(Commission
File No.)
|
26-0037077
(I.R.S.
Employer
Identification
No.)
|
|
6501
Legacy Drive
Plano,
Texas
(Address
of principal executive offices)
|
75024-3698
(Zip
code)
|
Registrant's
telephone number, including area code: (972)
431-1000
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(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item
5.02 Departure of Directors or Certain
Officers; Election of Directors;
Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers
(e)
As reported in the Current Report on Form 8-K dated March 21, 2006 (the “March
21 8-K”) of J. C. Penney Company, Inc. (the “Company”), the Company’s Board of
Directors has approved entering into individual Executive Termination Pay
Agreements with each of the members of the Company’s Executive Board other than
the Company’s Chairman and Chief Executive Officer. The Executive Termination
Pay Agreement, which is not an employment agreement, is intended to provide
the
executive with severance benefits in the event of involuntary termination of
the
executive’s employment without cause in exchange for his or her agreement to
comply with certain covenants. An Executive Board member with an existing
employment agreement is not eligible to enter into an Executive Termination
Pay
Agreement until his or her employment agreement is terminated or expires. A
copy
of the form of Executive Termination Pay Agreement was previously filed with
the
Commission as an exhibit to the March 21 8-K.
Robert
B.
Cavanaugh, Executive Vice President and Chief Financial Officer of the Company,
had previously entered into an employment agreement with J. C. Penney
Corporation, Inc., the Company’s principal operating subsidiary (“Corporation”),
dated May 1, 2005. Effective December 1, 2006, Mr. Cavanaugh entered into an
amendment to his existing employment agreement with Corporation, pursuant to
which Mr. Cavanaugh and Corporation agreed to terminate his existing employment
agreement and enter into an Executive Termination Pay Agreement, in the form
offered to all members of the Company’s Executive Board. Mr. Cavanaugh’s
Executive Termination Pay Agreement is also dated December 1, 2006. These events
have no effect upon Mr. Cavanaugh’s job duties, responsibilities or employment
status.
A
copy of
the amendment to Mr. Cavanaugh’s former employment agreement is filed herewith
as Exhibit 10.1 and is incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits
(d)
Exhibit 10.1 Amendment to
Terminate Employment Agreement, dated as of December 1, 2006,
between
J. C. Penney Corporation, Inc. and Robert
B.
Cavanaugh
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/ Joanne L. Bober
Joanne
L.
Bober
| |
Executive
Vice President,
|
| |
General
Counsel and Secretary
|
Date:
December 7, 2006
EXHIBIT
INDEX
Exhibit
Number Description
10.1
Amendment
to
Terminate Employment Agreement, dated as of December 1, 2006,
between
J.
C. Penney Corporation, Inc. and Robert
B.
Cavanaugh