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Exhibit 10.4
J. C. PENNEY COMPANY, INC. 2009
LONG-TERM INCENTIVE PLAN
NOTICE OF RESTRICTED STOCK UNIT
AWARD
-- NON-ASSOCIATE DIRECTOR ANNUAL
GRANT --
Name:
Restricted Stock Unit Grant
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 one share of J. C. Penney Company, Inc. Common
Stock of 50¢ par value (“Common
Stock”). This grant is subject to all the terms,
rules, and conditions of the J. C. Penney Company, Inc.
2009 Long-Term Incentive Plan (“Plan”).
In the event of a change in
capitalization of the Company or other similar event, the number of
units shall be adjusted as provided in the Plan.
You will 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 u
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