Exhibit 10.1

EXECUTION VERSION

September 29, 2018

Jill Soltau

Dear Jill:

I am pleased to extend to you this offer of employment as Chief Executive Officer of J. C. Penney Company, Inc. (“JCPenney”). Your office will be located in JCPenney’s headquarters building at 6501 Legacy Drive, Plano, Texas 75024. Your start date will be October 15, 2018 . In addition, effective October 15, 2018 you will become a member of JCPenney’s Board of Directors (“Board”). As an employee director, you will not be entitled to any additional compensation for your service on the Board. As Chief Executive Officer of JCPenney you shall be the senior-most executive at JCPenney with all of the usual rights, duties and responsibilities of a public company Chief Executive Officer and you shall report directly and exclusively to the Board.

Salary Compensation

Your annualized base salary will be $1,400,000 and will be reviewed annually for adjustment by the independent directors of JCPenney’s Board.

Performance-Based Annual Bonus

You will be eligible to participate in the JCPenney performance-based annual bonus program beginning with the 2019 fiscal year in a manner consistent with other JCPenney senior executive officers and commensurate with your position, and with performance measures determined by the Board in consultation with you. Your annual target bonus opportunity will be 150% of your then-current base salary ($2,100,000, based on your starting base salary) and your maximum bonus opportunity will be 300% of your base salary ($4,200,000, based on your starting base salary). Your annual bonus for fiscal year 2019 will be guaranteed at no less than 75% of the target bonus opportunity ($1,575,000). The value of your performance-based annual target bonus will be reviewed annually for adjustment by the independent directors of the Board. The timing of your bonus payout will be consistent with the standard payout cycle for bonuses to senior executive officers of JCPenney for the applicable fiscal year.

Cash Inducement Award

You will receive a one-time cash signing bonus from JCPenney in the amount of $6,000,000 less applicable withholding taxes. The signing bonus less applicable withholding taxes will be paid to you between the 30th and 60th day immediately following your start date. The cash signing bonus will be subject to JCPenney’s Compensation Recovery Policy as set forth in JCPenney’s Corporate Governance Guidelines. The cash signing bonus will also be subject to pro rata payback if you voluntarily terminate your employment for any reason (other than for “Good Reason”, as defined in your individual Executive Termination Pay Agreement, attached as Exhibit A (the “ETPA”)) or are involuntarily terminated for Cause (as defined in your ETPA) before the first anniversary of the payment date of the cash signing bonus . The amount of the pro rata payback

will be determined by multiplying the cash signing bonus by a fraction, (i) the numerator of which is the number of whole calendar months that remain between the date of your termination and the first anniversary of the payment date of the cash signing bonus and (ii) the denominator of which is 12. For the avoidance of doubt, you will not be required to reimburse JCPenney for any portion of your cash signing bonus if your employment is involuntarily terminated by the Company without Cause, or is terminated by you for Good Reason or terminates as a result of your death or permanent disability.

Equity Inducement Award

As a further inducement to your acceptance of this offer, after you commence employment, JCPenney shall grant you an equity award in the form of JCPenney time-based restricted stock units (“TBRSUs”). The number of TBRSUs included in your award will be determined by dividing $10,000,000 by the closing price of JCPenney common stock (“Common Stock”) on the date of grant. The date of grant of your equity award will be the third full trading date following your start date.

Your equity inducement award will vest ratably, on an annual basis, one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date and one-third on the third anniversary of the grant date, provided you are actively employed on each respective vesting date with no break in service, unless otherwise provided in the grant agreement for the award (which will be on a form consistent with this offer letter and the standard TBRSU form of award used by JCPenney for its senior executive officers as of the date hereof). Each restricted stock unit shall at all times be deemed to have a value equal to the then-current fair market value of a share of Common Stock. At the time of vesting of any TBRSUs, the vested TBRSUs shall be cancelled and JCPenney will issue to you a number of shares of Common Stock equal to the number of vested TBRSUs cancelled. Notwithstanding the foregoing or any provision of the grant agreement for the award, your equity inducement award will fully vest if your employment with JCPenney terminates for any reason other than your voluntary resignation (other than for Good Reason) or the termination of your employment for Cause. In addition, your equity inducement award will fully vest if you have an Employment Termination within two years of a Change in Control (in each case, as defined in the 2018 Long-Term Incentive Plan, the “LTIP”).

Long-Term Incentive Awards

You will be eligible to participate in JCPenney’s Long-Term Incentive Award Program under the LTIP in a manner consistent with other JCPenney senior executive officers and commensurate with your position, beginning with the 2019 fiscal year. Long-Term Incentive Awards are determined each fiscal year, typically in the first quarter. Your annual Long-Term Incentive Award will have a target grant date fair value of $7,500,000. The value of your target Long-Term Incentive Award will be reviewed annually for adjustment by the independent directors of the Board. For the 2019 fiscal year, your Long-Term Incentive Award will have a grant date fair value of $7,500,000. The structure of your Long-Term Incentive Awards will be determined by the independent directors of the Board and will be consistent with the structure of the award for the Chief Executive Officer position, and to the extent awards include performance measures, such performance measures will be determined by the Board in consultation with you. Past awards have consisted of stock options, performance-contingent stock options, time-based restricted stock units, and performance-based restricted stock units.

Termination Arrangements

We recognize the need to provide protection to our executive officers in the event of the executive officer’s voluntary termination for Good Reason or the executive officer’s involuntary termination of employment without Cause, or following a change in control of JCPenney. Accordingly, we have put in place separate arrangements consisting of an individual ETPA and the JCPenney 2011 Change in Control Plan, attached as Exhibit B (the “Change in Control Plan”) in which you will participate, to address termination situations not precipitated by the conduct of the executive officer.

The ETPA provides severance benefits to you in connection with your voluntary termination for Good Reason and involuntary termination other than for Cause in exchange for your agreement to comply with certain covenants. The benefits payable under the ETPA are not available if benefits are received under the Change in Control Plan. JCPenney provides the Change in Control Plan if an executive’s employment is involuntarily terminated other than for Cause (as defined in the Change in Control Plan) or where the executive voluntarily terminates employment for Good Reason (as defined in the Change in Control Plan), generally, within two years following a change in control of JCPenney.

Relocation

You agree to relocate to the Dallas/Fort Worth area within a reasonable timeframe. In connection with your relocation and any relocation of your family while you are Chief Executive Officer, JCPenney will provide you with relocation benefits under the Executive Level Home Owner relocation policy (“Relocation Policy”), as such policy may be amended from time to time, but with benefits that are no less than those provided under the Relocation Policy in effect as of the date hereof. A copy of the Relocation Policy is included as Exhibit C. In addition, JCPenney will provide you with a lump sum payment of $240,000 between the 30 ^th and 60 ^th day immediately following your start date for any relocation costs not covered by the Relocation Policy.

Health Exam

As an executive of JCPenney, you will be eligible for an allowance of up to $5,000 for an annual health exam. JCPenney does not provide a gross-up for taxes on perquisites.

Indemnification

As an executive officer of JCPenney you shall be provided with directors & officers liability insurance on the same basis that it is provided to all executive officers and members of the Board including, if applicable, “tail” coverage. Such insurance shall be effective as of your start date.

Benefits

We offer a comprehensive benefits package. A listing of our benefit programs is attached as Exhibit D. You and your dependents will be immediately eligible upon your start date to participate in our health, welfare, insurance and retirement benefit programs in a manner consistent with other JCPenney senior executive officers and commensurate with your position. You will have a minimum of 30 days of paid time off per year. The Company will pay for reasonable business expenses, including first class commercial air travel if available (or, if not available, business class, if available) and first class accommodations. Expenses shall be in accordance with JCPenney’s Corporate Travel, Expense and Card Policy.

Other Public Company Board Memberships

It is our understanding that you currently serve as a member of the Board of Directors of Autozone, Inc. (“Autozone”). You may continue to serve on the Autozone board of directors or, subject to the reasonable approval of the Board, on the board of directors of another public company in lieu of Autozone, following commencement of your employment with JCPenney.

Reasonable Attorney’s Fees

JCPenney agrees to reimburse you for up to $50,000 in legal fees incurred in connection with the negotiation of the terms of your employment with JCPenney.

Terms, Conditions, and Contingencies

The terms and conditions of this offer letter supersede any previous representations concerning any terms or conditions of your employment with JCPenney. Additionally, this offer, including referenced agreements, is governed by federal law and the laws of the State of Texas, without regard to choice of law provisions of any other state. This offer letter may be executed in multiple original counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. The section headings in this offer letter are for convenience of reference only and will in no event affect the meaning or interpretation of this offer letter. The respective rights and obligations of the parties under this offer letter will survive any termination of your employment to the extent necessary to give effect to such rights and obligations.

The intent of the parties is that payments and benefits under this offer letter shall comply with or be exempt from Section 409A of the U.S. Internal Revenue Code of 1986 and the regulations thereunder (“Section 409A”) and, accordingly, to the maximum extent permitted, this offer letter shall be interpreted in accordance therewith. To the extent any taxable expense reimbursement or in-kind benefit under this offer letter is subject to Section 409A, the amount thereof eligible in any calendar year shall not affect the amount eligible for any other calendar year, in no event shall any expenses be reimbursed after the last day of the calendar year following the year in which you incurred such expenses, and in no event shall any right to reimbursement or receipt of in-kind benefits be subject to liquidation or exchange for another benefit. For purposes of Section

409A, each installment payment provided under this offer letter shall be treated as a separate payment. Notwithstanding any provisions of this offer letter to the contrary, if you are a “specified employee” (within the meaning of Section 409A) at the time of your separation from service, and if any portion of the payments or benefits to be received by you upon separation from service would be considered deferred compensation under Section 409A and cannot be paid or provided to you without you incurring taxes, interest or penalties under Section 409A, amounts that would otherwise be payable pursuant to this offer letter and benefits that would otherwise be provided pursuant to this offer letter, in each case, during the six-month period immediately following your separation from service will instead be paid or made available on the earlier of (a) the first business day of the seventh month following the date of your separation from service or (b) your death.

While we are confident that we will have a mutually beneficial employment relationship, employment with JCPenney is voluntary and at-will and this offer letter does not create a contract for employment. Under this relationship, JCPenney may, at any time, decide to end an individual’s employment with or without cause, prior notice or discipline at JCPenney’s sole discretion. Likewise, any employee is free to end his or her employment at any time for any reasons with or without notice. Nothing in this offer letter or any attached agreement is intended to alter the at-will employment relationship.

On or about your start date, you agree to provide the Company with I-9 documents as required by law, to sign JCPenney’s Agreement to Respect Confidential Information and to complete certification of your compliance with JCPenney’s Statement of Business Ethics and sign the associated Certificate of Compliance.

Please confirm your acceptance of this offer by signing below and returning the signed offer letter along with signed agreements to Brynn Evanson, EVP, Human Resources of JCPenney.

On behalf of the Board of Directors, we are excited about the opportunity to work with you and welcome you to the JCPenney team!

Regards,

/s/ Ronald W. Tysoe

Ronald W. Tysoe

Chairman of the Board

JCPenney

My signature acknowledges that I am accepting your offer of employment as outlined above. I acknowledge that this is not a contract of employment.

Name (Print): Jill Soltau

Signature: /s/ Jill Soltau     

Date: September 29, 2018

Exhibit 10.2

EXECUTION COPY

EXECUTIVE TERMINATION PAY AGREEMENT

JILL SOLTAU

This Executive Termination Pay Agreement (the “Agreement”), dated as of September 29, 2018 is between J. C. Penney Corporation, Inc. (“Corporation”) and Jill Soltau, its Chief Executive Officer effective October 15, 2018, a member of the Corporation’s executive team (the “Executive”). For the avoidance of doubt, this Agreement shall be of no force and effect prior to commencement of Executive’s employment with the Corporation.

WHEREAS, in order to achieve its long-term objectives, the Corporation recognizes that it is essential to attract and retain superior executives;

WHEREAS, in order to induce the Executive to serve in the Executive’s position with the Corporation, the Corporation desires to provide the Executive with the right to receive certain benefits in the event the Executive experiences an Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason, as defined in this Agreement, on the terms and subject to the conditions hereinafter set forth; and

WHEREAS, in return for receiving the benefits provided for in this Agreement in connection with the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason, the Executive agrees to be bound by certain restrictive covenants, as described in Section 3 of this Agreement, in connection with the Executive’s Voluntary Separation from Service or Involuntary Separation from Service without Cause.

NOW, THEREFORE, in consideration of the promises and of the mutual covenants herein contained, it is agreed as follows:

The payment of any death benefits or disability benefits under any employee benefit or compensation plan that is maintained by the Corporation for the Executive’s benefit shall be governed by the terms of such plan in effect at the time of death or permanent disability. Upon the

Executive’s Separation from Service due to death or a determination of Permanent Disability, the Executive shall, with respect to any equity award that constitutes an Inducement Award, immediately vest in such Inducement Award.

In the event of the Involuntary Separation from Service (as defined in Section 2 of this Agreement) of the Executive for Cause (as defined in Section 2 of this Agreement) or the Voluntary Separation from Service without Good Reason (as defined in Section 2 of this Agreement), (a) the Corporation shall pay the Compensation Payments to the Executive as soon as practicable or within the period required by law, and (b) with respect to a Voluntary Separation from Service without Good Reason, the Executive agrees to be bound by the terms of the Covenants and Representations contained in Section 3 of this Agreement. The Executive shall be entitled to no other compensation, except as otherwise due to the Executive under applicable law, or an applicable plan or program for which she remains eligible as of the date of such Involuntary Separation from Service for Cause or Voluntary Separation from Service without Good Reason, as applicable. The Executive shall not be entitled to the payment of any bonuses for any portion of the fiscal year in which such Involuntary Separation from Service for Cause or Voluntary Separation from Service without Good Reason, as applicable, occurs. If the Executive has accrued a bonus for all, or a portion of, the fiscal year preceding the date of such Involuntary Separation from Service for Cause or Voluntary Separation from Service without Good Reason, as applicable, that is not yet paid, the Executive shall be entitled to such payment in the same form and manner as otherwise set forth in the Management Incentive Compensation Program or other applicable plan or program for which she remains eligible as of the date of such Involuntary Separation from Service for Cause or Voluntary Separation from Service without Good Reason, as applicable.

(“Health and Welfare Plan”) and the Executive elects COBRA continuation coverage under the group health plan coverage options under the Health and Welfare Plan. The amount of such subsidy shall be equal to the Corporation’s portion of the premium cost of the Executive’s group health plan coverage elections under the Health and Welfare Plan that the Corporation paid while the Executive was an active associate immediately prior to the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason;

Lump sum amounts under this Section 1.3(a) shall be paid to the Executive within 14 days of the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason, but in no event later than two and one-half months after the end of the Executive’s tax year in which the Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason occurs. If the applicable revocation or rescission period described in this Section 1.3(a) with respect to any waiver or release of claims begins in one taxable year and ends in a second taxable year, any payments and other rights described in this Section 1.3(a) shall not commence until the second taxable year, and in such second taxable year any payments that would have otherwise been due for any portion of the Severance Period in the first taxable year will be paid in full (the timing of such payments to be compliant with or exempt from Code Section 409A). In addition to the payments provided for herein, following an Involuntary Separation from Service without Cause or a Voluntary Separation from Service for Good Reason, the Corporation shall also provide to the Executive Accelerated Vesting as provided in Section 1.3(c) of this Agreement.

Any proration under this Section 1.3(c) shall be determined by multiplying the applicable award or amount by a fraction, the numerator of which is the number of months from the first month of the applicable vesting period to the effective date of the termination of the Executive’s employment with the Corporation, inclusive, and the denominator of which is the total number of months in the vesting period or such more beneficial calculation, if any, provided in the applicable award notice or agreement.

1.4 Section 409A. To the extent applicable, it is intended that portions of this Agreement either comply with or be exempt from the provisions of Section 409A of the Code (as defined in Section 2 of this Agreement). Any provision of this Agreement that would cause this Agreement to fail to comply with or be exempt from Code Section 409A shall have no force and effect until such provision is either amended to comply with or be exempt from Code Section 409A (which amendment may be retroactive to the extent permitted by Code Section 409A and the Executive hereby agrees not to withhold consent unreasonably to any amendment requested by the Corporation for the purpose of either complying with or being exempt from Code Section 409A).

1.5 Enforcement and Forfeiture . Notwithstanding the foregoing provisions of this Section 1, in addition to any remedies to which the Corporation is entitled, any right of the Executive to receive termination payments and benefits under this Section 1 shall be forfeited to the extent of any amounts payable or benefits to be provided after a breach of any covenant set forth in Section 3 of this Agreement. On the Corporation’s becoming aware that the Executive has breached any covenant set forth in Section 3 of this Agreement, the Corporation shall suspend all future installment payments under Section 1.3(a) of this Agreement and may seek full recoupment of all amounts previously paid to the Executive under Section 1.3(a) this Agreement and reasonable attorneys’ fees and legal expenses incurred in obtaining such recoupment. The forfeiture or recoupment of any equity awards that are subject to covenants like those contained in Section 3 of this Agreement shall be governed by the terms of the applicable equity award agreement containing such covenants.

1.6 Non-Eligibility For Management Incentive Compensation Program benefits and Other Company Separation Pay Benefits . The benefits provided for herein are intended to be in lieu of, and not in addition to, benefits under the Management Incentive Compensation Program the Executive could earn with respect to any incentive compensation or bonus program in place for the fiscal year in which the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason occurs or any other separation pay benefits to which the Executive might be entitled, including those under the Corporation’s Separation Pay Plan, or any successor plan or program offered by the Corporation, which the Executive hereby waives. If the Executive receives benefits under the Corporation’s CIC Plan, in the event of Employment Termination (as defined in the CIC Plan), the covenants set forth in Section 3 hereof shall automatically terminate and, if the Executive receives all benefits to which the Executive is entitled under the CIC Plan, the Executive waives all benefits hereunder.

1.7 Corporation’s Right of Offset . If the Executive is at any time indebted to the Corporation, or otherwise obligated to pay money to the Corporation for any reason, to the extent exempt from or otherwise permitted by Code Section 409A and the Treasury Regulations thereunder, including Treasury Regulation 1.409A-3(j)(4)(xiii) or any successor thereto, the Corporation, at its election, may offset amounts otherwise payable to the Executive under this Agreement, including, but without limitation, Base Salary and incentive compensation payments, against any such indebtedness or amounts due from the Executive to the Corporation, to the extent permitted by law.

1.8 Mitigation . In the event of an Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason of the Executive, the Executive shall not be required to mitigate damages by seeking other employment or otherwise as a condition to receiving termination payments or benefits under this Agreement. No amounts earned by the Executive after the Executive’s Involuntary Separation from Service without Cause or Voluntary Separation from Service for Good Reason, 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 Agreement or otherwise.

1.9 Resignations . Except to the extent requested by the Corporation, upon termination of the Executive’s service with the Corporation for any reason, the Executive shall immediately resign all positions and directorships with the Corporation and each of its subsidiaries and affiliates.

As used in this Agreement, the following terms shall have the following meanings:

Cause or the Corporation learns of such grounds within 120 days after the Executive’s Separation of Service and notifies the Executive of its intention to effect a termination for Cause within such 120-day period. For purposes hereof, an act, or a failure to act, shall not be deemed “intentional” unless it is done, or omitted to be done, by the Executive in bad faith or without a reasonable belief that the Executive’s action or omission was in the best interest of the Corporation. Executive shall not be terminated for “Cause” in the absence of a vote of a majority of the Board after an opportunity to be heard before the Board with counsel, such opportunity to be available to the Executive for a period of 24 hours following executive’s receipt of the notice of the Board’s intent to vote on whether Executive should be terminated for “Cause.”

In order to constitute “Good Reason” the Executive must provide notice to the Corporation of the existence of the condition described above within 90 days of the Executive knowing of the condition, where upon the Corporation will have 30 days, following the notice of the condition by the Executive, during which it may remedy the condition and not be required to pay any amount owed under this Agreement. Any Separation from Service as a result of a Good Reason condition must occur within 180 days of the Executive giving notice of the condition that constitutes “Good Reason” in order for benefits to be due under this Agreement.

indirectly, attempt to influence, persuade or induce, or assist any other person in so persuading or inducing, any of the employees of the Corporation (or any of its subsidiaries or affiliates) to give up his or her employment with the Corporation (or any of its subsidiaries or affiliates), and the Executive shall not directly or indirectly solicit or hire employees of the Corporation (or any of its subsidiaries or affiliates) for employment with any other employer, without regard to whether that employer is a Competing Business, as defined in Section 3.4(b) of this Agreement.

privately-held entity, or (ii) providing services to a subsidiary, division or unit of any entity which maintains a Competing Business so long as the Executive does not (a) provide services to the subsidiary, division or unit of such entity that is engaged in the Competing Business, or (b) have substantive business communication with, influence over, or control of the subsidiary, division or unit of such entity that is engaged in the Competing Business.

jurisdiction thereof. The arbitrator shall give written notice to the parties stating the arbitrator’s determination, and shall furnish to each party a signed copy of such determination. The expenses of arbitration shall be borne equally by the Corporation and the Executive or as the arbitrator equitably determines consistent with the application of state or federal law; provided, however, that the Executive’s share of such expenses shall not exceed the maximum permitted by law. To the extent applicable, in accordance with Code Section 409A and Treasury Regulation 1.409A-3(i)(1)(iv)(A) or any successor thereto, any payments or reimbursement of arbitration expenses which the Corporation is required to make under the foregoing provision shall meet the requirements below. The Corporation shall reimburse the Executive for any such expenses, promptly upon delivery of reasonable documentation, provided, however, that all invoices for reimbursement of expenses must be submitted to the Corporation and paid in a lump sum payment by the end of the calendar year following the calendar year in which the expense was incurred. All expenses must be incurred within a 20-year period following the Separation from Service. The amount of expenses paid or eligible for reimbursement in one year under this Section 5.1 shall not affect the expenses paid or eligible for reimbursement in any other taxable year. The right to payment or reimbursement under this Section 5.1 shall not be subject to liquidation or exchange for another benefit.

Any arbitration or action pursuant to this Section 5.1 shall be governed by and construed in accordance with the substantive laws of the State of Texas and, where applicable, federal law, without giving effect to the principles of conflict of laws of such State. The mandatory arbitration provisions of this Section 5.1 shall supersede in their entirety the J. C. Penney Alternative, a dispute resolution program generally applicable to employment terminations, any existing Binding Mandatory Arbitration Agreement between the Executive and the Corporation, and the JCPenney Rules of Employment Arbitration, in the limited context of claims regarding the enforcement of this Agreement. Any other claims shall be resolved by J. C. Penney Alternative, a dispute resolution program generally applicable to employment terminations, any existing Binding Mandatory Arbitration Agreement between Executive and the Corporation, and the JCPenney Rules of Employment Arbitration. Executive explicitly waives, and may not litigate, any multi-party claims or claims available in multi-party litigation, such as class actions.

Notwithstanding the foregoing, the Corporation shall not be required to seek or participate in arbitration regarding any actual or threatened breach of the Executive’s covenants in Section 3 of this Agreement, but may pursue its remedies, including temporary or permanent injunctive relief, for such breach in a court of competent jurisdiction in the city in which the Corporation’s principal executive offices are based, or in the sole discretion of the Corporation, in a court of competent jurisdiction where the Executive has committed or is threatening to commit a breach of the Executive’s covenants, and no arbitrator may make any ruling inconsistent with the findings or rulings of such court.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

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