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): May 24, 2005
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 13d-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 Form of Notice of Restricted Stock Unit Award -
2005 Non-Associate Director Annual Grant
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/ Jeffrey J. Vawrinek
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Jeffrey J. Vawrinek
Assistant Secretary
Date: May 24, 2005
EXHIBIT INDEX
Exhibit Number Description
10.1 Form of Notice of Restricted Stock Unit Award -
2005 Non-Associate Director Annual Grant
Exhibit 10.1
J. C. PENNEY COMPANY, INC. 2001 EQUITY COMPENSATION PLAN
NOTICE OF RESTRICTED STOCK UNIT AWARD
-- 2005 NON-ASSOCIATE DIRECTOR ANNUAL GRANT --
Name:
Restricted Stock Unit Grant
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A restricted stock unit grant for ------- units was granted to you on
----------. Each restricted stock unit shall at all times be deemed to have a
value equal to the then-current fair market value of J. C. Penney Company, Inc.
Common Stock of 50(cent) par value ("Common Stock"). This grant is subject to
all the terms, rules, and conditions of the J. C. Penney Company, Inc. 2001
Equity Compensation Plan ("Plan").
You will be eligible to be credited with a quarterly distribution of an amount
equivalent to the dividend declared on Common Stock on the restricted stock
units until such time as the units are converted to shares of Common Stock. Any
such dividends shall be converted into a number of additional restricted stock
units equal to the aggregate dividend which would have been paid with respect to
the number of restricted stock units then credited to you under this grant
divided by the closing price of the Company Stock on the New York Stock Exchange
on the day on which such dividends are paid. Any such additional restricted
stock units shall be treated in the same manner as the original restricted stock
units.
Payment Date
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Upon your separation from Board Service, the Company will issue to you shares of
Common Stock in cancellation of the restricted stock units. If your separation
from Board service is for any reason other than a Qualified Termination as
defined in the Plan, the restricted stock units will be forfeited. The
beneficiary listed on your J. C. Penney Company, Inc. Beneficiary Designation
Form will receive the vested shares upon separation due to death.
Taxes
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At the time the Company issues to you, in cancellation of the restricted stock
units, shares of Common Stock, the fair market value of the shares will be
reported to the Internal Revenue Service on a Form 1099. The fair market value
is subject to Federal Income Tax and Social Security Self-Employment Tax.