All awards are subject to the Company's bonus recovery policies, which include:

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UhNpWK189oEOXDGzxHRYDWu70s26TlgX89LC4EHJTPsxTUWwe8T28kAQr6k/cWwt 92t3XKEr0LyMokqZNnDpjg== 0001225208-11-003587.txt : 20110121 0001225208-11-003587.hdr.sgml : 20110121 20110121165701 ACCESSION NUMBER: 0001225208-11-003587 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110119 FILED AS OF DATE: 20110121 DATE AS OF CHANGE: 20110121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rauchenberger Louis CENTRAL INDEX KEY: 0001385254 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05805 FILM NUMBER: 11541888 MAIL ADDRESS: STREET 1: JPMORGAN CHASE & CO. STREET 2: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: J P MORGAN CHASE & CO CENTRAL INDEX KEY: 0000019617 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132624428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 270 PARK AVE STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122706000 MAIL ADDRESS: STREET 1: 270 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: CHASE MANHATTAN CORP /DE/ DATE OF NAME CHANGE: 19960402 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL BANKING CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CHEMICAL NEW YORK CORP DATE OF NAME CHANGE: 19880508 4 1 doc4.xml X0303 4 2011-01-19 0000019617 J P MORGAN CHASE & CO JPM 0001385254 Rauchenberger Louis JPMORGAN CHASE & CO. 270 PARK AVENUE NEW YORK NY 10017-2070 1 Corporate Controller Restricted Stock Units 2011-01-19 4 A 0 41211.0000 0.0000 A 2014-01-13 Common Stock 41211.0000 41211.0000 D Stock Appreciation Rights 44.2900 2011-01-19 4 A 0 50000.0000 0.0000 A 2021-01-19 Common Stock 50000.0000 50000.0000 D Each restricted stock unit represents a contingent right to receive one share of JPMC common stock. See Exhibit 99.1 for description of the Firm's bonus recovery policies applicable to these awards. Restricted stock units vest 50% on January 13, 2013 and 50% on January 13, 2014. Stock appreciation rights, which have a ten-year term, become exercisable in five equal installments beginning January 19, 2012. Shares resulting from exercise must be held at least five years from the grant date. exhibit.htm /s/ Anthony Horan under POA 2011-01-21 EX-99 2 exhibit.htm EXHIBIT 99.1 All awards are subject to the Company's bonus recovery policies, which include:

Exhibit 99.1

Equity incentives are subject to the JPMorgan Chase Bonus Recoupment Policy which applies in the event of a material restatement of the Firm's financials.

In addition, all equity awards (restricted stock units and/or stock appreciation rights (SARs)) granted in 2011 contain recovery provisions that enable the Firm to cancel an unvested or unexercisable award (or an unexercised SAR within one year after the applicable exercise date) and recover certain stock distributed under the award:

if the employee is terminated for cause (including violation of the Firm's Code of Conduct or other policies) or engages in conduct that is detrimental to the Firm insofar as it causes material financial or reputational harm to the Firm or its business activities;
if the award was based on materially inaccurate performance metrics, whether or not the employee was responsible for the inaccuracy;
if the award was based on a material misrepresentation by the employee; and
for members of the Operating Committee and certain other employees, awards are also subject to cancellation and recovery for failure to properly identify, raise or assess, in a timely manner and as reasonably expected, risks and/or concerns with respect to risks material to the Firm or its business activities.

In addition to the foregoing provisions (all of which are applicable to Operating Committee members), Operating Committee members are subject to the following provision. Although it is intended and expected that the awards would vest and/or become exercisable as scheduled, the terms and conditions of the award allow for reduction (and therefore forfeiture) or (to the extent permitted under Section 409A of the United States Internal Revenue Code) deferral in scheduled vesting or exercisability of up to one-half of the unvested Restricted Stock Units and any unexercisable options in the event of a determination at any time prior to vesting by the CEO that the individual's performance in relation to the priorities for the individual's position or the Firm's performance in relation to the priorities for which the individual shares responsibility as a member of the Operating Committee has been unsatisfactory for a sustained period of time. Among the factors the CEO may consider in assessing the Fir m's financial performance are net income, net revenue, return on equity, earnings per share and capital ratios, both on an absolute basis and, as appropriate, relative to peer firms. Such a determination is subject to ratification by the Compensation and Management Development Committee of the Board of Directors of JPMorgan Chase.

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