Exhibit 10 (a)
EXHIBIT 4
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AMENDMENT TO
SUPPLEMENTAL RETIREMENT PROGRAM FOR
MANAGAMENT PROFIT-SHARING ASSOCIATES OF
J. C. PENNEY CORPORATION, INC.
The definitions in Article II entitled Board of Directors and Human Resources
and Compensation Committee are amended effective April 30, 2002 to read as
follows:
Board of Directors: Board of Directors of the Parent Company.
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Human Resources and Compensation Committee: The Human Resources and
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Compensation Committee of the Board of Directors of the Parent
Company.
Exhibit 10 (b)
EXHIBIT 6
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AMENDMENT NO. 3 TO
J. C. PENNEY CORPORATION, INC.
1999 SEPARATION ALLOWANCE PROGRAM FOR
PROFIT-SHARING MANAGEMENT ASSOCIATES
1. Paragraph (f) of the definition of Change of Control is amended effective
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April 30, 2002 to read as follows:
(f) the Board of Directors of the Parent Company adopts a resolution to
the effect that, for the purposes of this Program, a Change of Control
has occurred.
2. The definition of Subsidiary is amended effective April 30, 2002 to read as
follows: ----------
Subsidiary shall mean any corporation that is owned, in whole or in part,
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by the Parent Company and is a participating employer in the J. C. Penney
Corporation, Inc. Pension Plan, unless the Company's Human Resources
Committee, prior to a Change of Control, determines that any such
corporation shall not be a Subsidiary under the Program.
3. Section 5.01 and 5.02 are amended effective April 30, 2002 to add the word
"Parent" immediately before the word "Company" in each place it appears.
Exhibit 10 (c)
AMENDMENT NUMBER ONE TO THE
J. C. PENNEY COMPANY, INC.
SUPPLEMENTAL TERM LIFE INSURANCE PLAN
FOR MANAGEMENT PROFIT-SHARING ASSOCIATES
WHEREAS, effective January 1, 2002, J. C. Penney Company, Inc, (the
"Company") adopted an amended and restated J. C. Penney Company, Inc.
Supplemental Term Life Insurance Plan for Management Profit-Sharing Associates
("Plan"); and
WHEREAS, the Company desires to amend the Plan; and
WHEREAS, the Company is empowered to amend the Plan pursuant to Plan
Section 8.1; and
RESOLVED, that pursuant to Plan Section 8.2, the Plan is hereby amended,
effective as of January 1, 2002 (except as otherwise provided below), as
follows:
3. The words "J. C. Penney Company, Inc. Supplemental Term Life Insurance Plan
for Management Profit-Sharing Associates" on the cover and in sections 1.1 and
2.14 are hereby deleted and the following is inserted in lieu thereof effective
January 27, 2002:
J. C. Penney Corporation, Inc. Supplemental Term Life Insurance Plan
for Management Profit-Sharing Associates
4. Section 6.6 is hereby amended by adding the following new sentence at the end
thereof:
Provided however, that any third party expenses incurred either (a) to
set-up or administer a custodial account or trust to hold the proceeds of
the Insurer's demutualization, or (b) to set-up, communicate with
Participants or administer a premium holiday under the Plan, where such
premium holiday results from the demutualization of the Insurer, may, at
the Company's discretion, be paid from the proceeds resulting from the sale
of the Insurer's stock received as part of the demutualization of the
Insurer and any cash or earnings thereon held in the custodial account or
trust.
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RESOLVED FURTHER, that the officers of the Company and its counsel be,
and they hereby are, authorized to take all such further actions and to
execute and deliver all such further instruments and documents including,
but not limited to, any required amendments related to the Plan's
qualification under the Internal Revenue Code of 1986, as amended, as shall
in their judgment be necessary, proper, or advisable in order to fully
carry out the intent and to effectuate the purposes of the foregoing
resolutions and each of them.
Exhibit 10 (d)
EXHIBIT 3
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AMENDMENTS
TO
J.C. PENNEY CORPORATION, INC.
BENEFIT RESTORATION PLAN
1. The definition of "Board of Directors" in Article II of the J.C. Penney
Corporation, Inc. Benefit Restoration Plan ("Benefit Restoration Plan") is
amended in its entirety to read as follows:
Board of Directors: Board of Directors of the Parent Company.
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2. The definition of the "Human Resources and Compensation Committee" in
Article II of the Benefit Restoration Plan (Definitions) is amended in its
entirety to read as follows:
Human Resources and Compensation Committee: The Human Resources
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and Compensation Committee of the Board of Directors of the Parent
Company.
3. The definition of "Participating Employer" in Article II of the Benefit
Restoration Plan (Definitions) is amended in its entirety to read as follows:
Participating Employer: The Company and any other Controlled
------------------------
Group Member or organizational unit of the Company or of a Controlled
Group Member which is designated as a Participating Employer under the
Plan by the Human Resources Committee or the Board of Directors of the
Company; provided, however, that if any such designation would
substantially increase the cost of the Plan to the Company, such
designation shall be subject to the sole discretion of the Board of
Directors of the Parent Company.
4. The first paragraph of Paragraph 1 of Article VIII (Amendment and
Termination) is amended in its entirety to read as follows:
(1) Amendment and Termination: The Human Resources and
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Compensation Committee or the Board of Directors of the Company may
amend or modify the Plan at any time, without prior notice; provided,
however, that any such amendment or modification which would
substantially increase the cost of the Plan to the Company shall
require approval of the Board of Directors of the Parent Company. The
Board of Directors of the Parent Company or the Company may suspend,
discontinue, or terminate the Plan at any time without prior notice or
approval.
5. The third paragraph of Paragraph (1) of Article VIII of the Benefit
Restoration Plan (Amendment and Termination) is amended in its entirety to read
as follows:
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Each amendment to the Plan by the Human Resources and
Compensation Committee or the Board of Directors of the Parent Company
or the Company will be made only pursuant to unanimous written consent
or by majority vote at a meeting. Upon such action by the Human
Resources and Compensation Committee or the Board of Directors of the
Parent Company or the Company, the Plan will be deemed amended as of
the date specified as the effective date by such action or in the
instrument of amendment. The effective date of any amendment may be
before, on, or after the date of such action of the Human Resources
and Compensation Committee or the Board of Directors of the Parent
Company or the Company.
6. Paragraph (2) of Article VIII (Rights of Associates) is amended in its
entirety to read as follows:
(2) Rights of Associates: Neither the establishment of the Plan
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nor any action thereafter taken by the Company, the Parent Company, or
any Controlled Group Member or by the Benefits Administration
Committee shall be construed as giving to any Associate any vested
right to a benefit from the Plan or a right to be retained in
employment or any specific position or level of employment with the
Company or any Controlled Group Member. Moreover, no Associate shall
have any right or claim to any benefits under this Plan if the
Associate is summarily discharged, as defined by the Company
(including resignation in lieu thereof) unless the Benefits
Administration Committee, in its discretion, determines that such
Associate shall be eligible for such benefits notwithstanding such
summary discharge.
7. Paragraph (4) of Article VIII of the Benefit Restoration Plan
(Liability) is amended in its entirety to read as follows:
(4) Liability: Neither the Board of Directors (including any
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committees thereof) of the Parent Company, the Company, or of any
Participating Employer nor any member of the Benefits Administration
Committee or the Human Resources Committee nor any person to whom any
of them may delegate any duty or power in connection with
administering the Plan shall be personally liable for any action or
failure to act with respect to the Plan.
Exhibit 10 (e)
EXHIBIT 7
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AMENDMENTS TO
J. C. PENNEY CORPORATION, INC.
1989 MANAGEMENT INCENTIVE
COMPENSATION PROGRAM
1. Section 1 of the J. C. Penney Corporation, Inc. 1989 Management Incentive
Compensation Program ("Program") is amended to add the following as a new
paragraph:
"Parent Company" means J. C. Penney Company, Inc. a Delaware
corporation, and any successor corporation.
2. Section 2 of the Program is amended by adding "of the Parent Company" after
the words "Board of Directors" in line 2 of the second paragraph.
3. Section 3 of the Program is amended on line 6 by deleting "J. C. Penney
Company, Inc." and inserting "the Parent Company".
4. Section 4 of the Program is amended (1) by adding "of the Parent Company"
after the words "Board of Directors" in line 1 and (2) by deleting "J. C.
Penney Company, Inc." on line 2 and inserting "the Parent Company" in each
case in the third paragraph thereof.
5. Section 6 of the Program is amended by adding the words "of Directors of
the Parent Company" after the word "Board" on line 5 of the second
paragraph and line 1 of the third paragraph.
6. Section 7 of the Program is amended by adding the words "of the Parent
Company" after the words "Board of Directors" on line 1.
Exhibit 10 (f)
EXHIBIT 5
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AMENDMENT TO
J. C. PENNEY CORPORATION, INC.
MIRROR SAVINGS PLAN I, II, AND III
1. The definition of Human Resources and Compensation Committee is amended
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effective April 30, 2002 to read as follows:
Human Resources and Compensation Committee: The Human Resources and
-----------------------------------------------
Compensation Committee of the Board of Directors of the Parent Company.
2. Paragraph (f) of Section 7.08 is amended effective April 30, 2002 to read
as follows:
(f) the Board of Directors of the Parent Company adopts a resolution to the
effect that, for the purposes of this Plan, a Change of Control has
occurred.
3. Section 8.02 is amended effective April 30, 2002 to read as follows:
8.02 Plan Termination
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The Board of Directors of the Parent Company may terminate or
discontinue the Plan at any time. If the Plan is terminated, it shall
be on such terms and conditions as the Board of Directors of the
Parent Company shall deem appropriate.
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Exhibit 10 (i)
ECKERD CORPORATION
KEY MANAGEMENT BONUS PLAN
Adopted effective February 1, 1999
Amended and Restated February 1, 2002
ECKERD CORPORATION
KEY MANAGEMENT BONUS PLAN
1. Purpose. The Key Management Bonus Plan (KMBP) is intended to focus the
attention of plan participants on financial factors critical to Eckerd
Corporation's (the "Company") success. Through a carefully tailored combination
of company-wide, regional, district, departmental and personal goals, each
individual participant is encouraged to concentrate effort in those areas which
most affect the Company's bottom line. The KMBP rewards participants for their
contribution to the achievement of the Company's established financial and
operating goals.
The Company is committed to a "pay for performance" philosophy. Therefore,
compensation programs are designed to reward achievement of financial results.
The KMBP is a pivotal component of a manager's total compensation, which
includes base pay and benefits. It represents a significant corporate investment
in its participants as key players on the Company's management team.
2. Administration. The KMBP shall be administered by the Board of Directors
of the Company ("Board"). The Board may delegate the administration of the KMBP
to the Human Resources and Investment Committee of the Board of Directors or
such other committee as the Board may designate from time to time (the
"Committee"). The Board of Directors or the Committee may, from time to time,
establish such rules and regulations for carrying out the KMBP as they may deem
necessary or desirable. The Board of Directors or the Committee shall decide all
questions of fact arising in the application of the KMBP and shall interpret and
construe the provisions of the KMBP and of any other documents relating to it or
a bonus award
<page>
hereunder and any such decision, interpretation or construction shall be
conclusive and binding upon all persons.
3. Effective Date Of Plan. The KMBP became effective as of February 1,
1999, and was amended and restated effective as of February 1, 2002, in each
case upon approval by the Board of Directors.
4. Eligibility. The executive officers eligible to participate in the KMBP
and their participation percentages are established by the Board. Other
positions eligible to participate in the KMBP are established by the Board, the
Committee, or the Company's Senior Management. The Board or the Committee
decides the level of the participant's participation.
To be a "qualified participant" in the KMBP, an individual must be in a
KMBP position on or before the first Monday in November of the applicable fiscal
year, remain in a KMBP position for at least 90 days, have a performance rating
of Meets Expectations or Competent Performance (Level 3) or better for the
applicable fiscal year, and be actively working for the Company on the last day
of the bonus period. Associates with a performance rating of Improvement Needed
or less (i.e., Level 4 or 5) for the bonus period or who are on active written
counseling at the time of transfer from a KMBP eligible position to a non-KMBP
eligible position for performance reasons during the bonus period are not
eligible to receive a bonus. If a participant holds a KMBP position for less
than a full fiscal year, the participant's KMBP payment will be prorated
according to the number of weeks the participant has served in a KMBP position
during the applicable fiscal year. If a participant serves in more than one KMBP
position in the course of the year, the bonus will be calculated for each
position separately and prorated for the number of weeks in that position.
5. Bonus Period. The bonus period coincides with the Company's fiscal year.
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6. Performance Measures. Eligible participants will receive a goal sheet
each fiscal year showing their individual performance measures which may
include, among others, sales and EBIT (earnings before interest and taxes). The
KMBP will generate a payment factor based upon the percent or dollar difference
between actual and planned results for established criteria.
7. Bonus Calculation. The bonus is designed to have multiple targeted
steps, each step has an associated target EBIT and Sales goal with a
corresponding payment factor. The program allows for a 100% KMBP percentage
payment when the payment factor equals 1.00. The program has a minimum payment
factor of zero (0) and a maximum payment factor of two (2). The calculation of
the KMBP bonus utilizes a straight line interpolation for results that fall
between any two payment factors. The amount of the bonus is calculated by
multiplying the eligible participant's base salary that was paid during the year
by the applicable KMBP percentage and the payment factor. The applicable KMBP
percentage is based upon the participant's position level and title as approved
by the Board of Directors or Committee, as provided under Section 4.
8. Bonus Payment. KMBP bonuses are paid in cash within 90 days after the
end of the fiscal year. At the time of receipt of written notice of a
participant's bonus award, each participant shall arrange with the Company for
the payment of the amount of any taxes required to be collected or withheld as a
result of the payment of the KMBP bonus.
9. Participants On Leave Of Absence. Qualified participants who go on a
documented military leave or a Company approved and documented Family and
Medical Leave Act, medical or maternity leave of absence during the bonus period
will be eligible for a prorated bonus with credit given for the first six weeks
of the leave (or longer if required by applicable
<page>
federal or state laws) and with no credit given for the remaining amount of time
on leave of absence. Qualified participants who go on any other Company approved
leave of absence during the bonus period will be eligible for a prorated bonus
with no credit given for the amount of time on leave of absence. This bonus will
be paid only when the participant returns to work directly from such a leave. If
an eligible participant goes on an approved leave of absence after the end of
the bonus period but before the bonus is paid, the participant shall receive the
full amount of bonus due. The bonus payment will be made within 90 days after
the end of the fiscal year.
10. Termination Of Employment.
a. Voluntary Terminations. A qualified participant who voluntarily
terminates employment with the Company before the end of the bonus period
forfeits all rights to any payment under the KMBP. Participants who have
informed the Company of their decision to leave the Company must be
physically on the job on the last day of the bonus period to receive
payment for that period. Participants who have notified the Company of
their desire to terminate employment and who choose to take vacation prior
to the end of the bonus period will not be deemed to have completed the
bonus period and will not be eligible for payout under the KMBP.
Participants who voluntarily terminate employment after the end of the
bonus period but before the bonus is paid are eligible to receive the bonus
payment for that period.
b. Involuntary Terminations. A qualified participant who is
involuntarily terminated before the bonus is paid for the applicable bonus
period forfeits all rights to any payment under the KMBP, provided,
however, a qualified participant whose employment terminates prior to the
end of the bonus period due to one of the following reasons will receive a
prorated bonus award: retirement at or after age 60, if you were a
participant in the J.C. Penney Corporation, Inc. Pension Plan or the Eckerd
Corporation Pension Plan (or any predecessor plan
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of either of them); retirement at age 55 or later with at least 15 years of
"service"; permanent and total disability; death; permanent reduction in
force; approved unit closing; or if otherwise required by law. "Service"
for retirement purposes means your total period of employment with J.C.
Penney Corporation, Inc. and its subsidiaries, including approved leaves of
absence, certain service in the U.S. Armed Forces, periods when you are
credited with Social Security Disability service and any period after your
employment with the Company ends, so long as you are rehired within 365
days.
11. Termination and Amendment of the Bonus Plan. The KMBP represents
compensation in addition to normal salary for eligible participants. The Company
reserves the right to amend the KMBP, including the right to make changes in the
KMBP's provisions, payouts, and eligibility, and also reserves the right to
discontinue or terminate the KMBP at any time.
12. Oral Representations. The KMBP governs, controls and supersedes any and
all representations, either oral or written, made by any employee or agent or
other representative of the Company or any participating employer, and no other
agreements, statements, or assertion relating to the subject matter of this Plan
shall be valid or enforceable.
13. Severability. If any provision of the KMBP, including instruments
incorporated by reference, shall be held illegal, invalid or disqualifying for
any reason, including, but not limited to, any inconsistency in the text of the
KMBP with applicable law or regulation, said illegality, invalidity, or
inconsistency shall not affect the remaining provisions of the KMBP, such
illegal, invalid, disqualifying or inconsistent provision shall be fully severed
from the contents of the KMBP, and the KMBP shall be contrued and enforced as if
such illegal, invalid, disqualifying, or inconsistent provision had not been
included in the KMBP.
<page>
14. Governing Law. The KMBP will be construed and enforced according to the
laws of the State of Florida, without giving effect to the conflict of laws
principles thereof. Every right of action must be brought no later than four
years after the date the action accrues.
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Exhibit 10 (j)
Exhibit "A"
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Amendment To Eckerd Corporation Executive Supplemental Plan
RESOLVED that the Eckerd Corporation Executive Supplement Plan be, and it
hereby is, approved effective March 21, 2002 in the form submitted to the Board
of Directors; and
RESOLVED that the officers of the Corporation and its counsel be, and they
hereby are, authorized to take all such further actions and to execute and
deliver all such further instruments and documents, in the name and on behalf of
the Corporation, and under its corporate seal or otherwise, and to pay all such
expenses, as shall be in their judgement be necessary, proper, or advisable in
order fully to carry out the intent and effectuate the purposes of the foregoing
resolution.
Exhibit 10 (k)
EXHIBIT "A"
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Amendment To Eckerd Corporation Supplemental Retirement Program
RESOLVED that the Amended and Restated Eckerd Corporation Supplemental
Retirement Program (formerly know as the Supplemental Retirement Program for
Management Profit-Sharing Associates of Thrift Drug, Inc.) be, and it hereby is,
approved effective March 21, 2002 in the form submitted to the Board of
Directors; and
RESOLVED that the officers of the Corporation and its counsel be, and they
hereby are, authorized to take all such further actions and to execute and
deliver all such further instruments and documents, in the name and on behalf of
the Corporation, and under its corporate seal or otherwise, and to pay all such
expenses, as shall be in their judgement be necessary, proper, or advisable in
order fully to carry out the intent and effectuate the purposes of the foregoing
resolution.