EMPLOYMENT AGREEMENT



 




Exhibit 10.1




EXECUTION COPY




EMPLOYMENT AGREEMENT




          AGREEMENT by and between J.P. Morgan Chase & Co., a Delaware corporation
(the “Company”), and James Dimon (the “Executive”), dated as of the 14th day of
January, 2004.




          The Company has determined that it is in the best interests of the Company
and its shareholders to assure that the Company will have the continued
dedication of the Executive pending and following the merger (the “Merger”) of
the Company and Bank One Corporation (“Bank One”) pursuant to the Agreement and
Plan of Merger, dated as of January 14th, 2004, between the Company and Bank
One (the “Merger Agreement”). Therefore, in order to accomplish these
objectives, the Executive and the Company desire to enter into this Agreement.




          NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:




          1. Effective Date. The “Effective Date” shall mean the date on which the
“Effective Time” (as defined in the Merger Agreement) of the Merger occurs. In
the event that the Effective Time shall not occur this Agreement shall be null
and void ab initio and of no further force and effect.




          2. Employment Period. The Company hereby agrees to employ the Executive,
and the Executive hereby agrees to serve the Company, subject to the terms and
conditions of this Agreement, for the period commencing on the Effective Date
and ending on the day after the first annual meeting of the stockholders of the
Company following the second anniversary of the Effective Date (the “Employment
Period”). The Employment Period shall be divided into two periods, the
“Initial Period” and the “Second Period.” The Initial Period shall commence on
the Effective Date and end on the date on which the Chief Executive Officer of
the Company as of the date hereof (the “Initial CEO”) ceases for any reason to
serve as Chief Executive Officer of the Company, but in no event later than the
second anniversary of the Effective Date. The Second Period shall begin at the
end of the Initial Period and end on the day after the first annual meeting of
the stockholders of the Company following the second anniversary of the
Effective Date.




          3. Terms of Employment. (a) Position and Duties. (i) During the
Initial Period, the Executive shall serve as the President and Chief Operating
Officer of the Company, and, during the Second Period, the Executive shall
serve as the President and Chief Executive Officer of the Company, in each
case, with such duties and responsibilities as are customarily assigned to such
positions. During the Initial Period, the Executive shall report directly to
the Initial CEO. The Board of Directors of the Company (the “Board”) shall
appoint the Executive to the positions specified above at the times specified
above throughout the Employment Period. The Executive shall be appointed to
the Board and shall serve on the Board during the Employment Period, subject to
election by the shareholders of the Company, without additional consideration.




               (ii) During the Employment Period, and excluding any periods of vacation
and sick leave to which the Executive is entitled, the Executive agrees to
devote substantially all of his business attention and time to the business and
affairs of the Company






 








 





and, to the extent necessary to discharge the responsibilities assigned to
the Executive hereunder, to use the Executive’s reasonable best efforts to
perform faithfully and efficiently such responsibilities. During the
Employment Period, it shall not be a violation of this Agreement for the
Executive to (A) subject to the approval of the Board, serve on corporate,
civic or charitable boards or committees, (B) deliver lectures, fulfill
speaking engagements or teach at educational institutions and (C) manage
personal investments, so long as such activities do not significantly interfere
with the performance of the Executive’s responsibilities as an employee of the
Company in accordance with this Agreement. It is expressly understood and
agreed that to the extent that any such activities have been conducted by the
Executive prior to the Effective Date and set forth on Schedule A hereto, the
continued conduct of such activities (or the conduct of activities similar in
nature and scope thereto) subsequent to the Effective Date shall not thereafter
be deemed to interfere with the performance of the Executive’s responsibilities
to the Company.




          (b) Compensation (i) Base Salary. During the Initial Period, the
Executive shall receive an annual base salary (“Annual Base Salary”) at a rate
of not less than 90% of the annual base salary paid to the Initial CEO (but in
no event less than $1 million) payable in accordance with the Company’s normal
payroll policies. During the Second Period, the Executive’s Annual Base Salary
shall be determined by the Compensation & Management Development Committee of
the Board (the “Committee”), but shall in no event be less than the Annual Base
Salary payable during the Initial Period. The Executive’s Annual Base Salary
shall be reviewed for increase at least annually by the Board pursuant to its
normal performance review policies for senior executives. Annual Base Salary
shall not be reduced after any increase and the term Annual Base Salary as
utilized in this Agreement shall refer to Annual Base Salary as so increased.




               (ii) Annual Bonus. With respect to each fiscal year ending during the
Initial Period, the Executive shall receive an annual bonus (“Annual Bonus”) of
not less than 90% of the annual bonus earned by the Initial CEO with respect
the applicable fiscal year. With respect to each fiscal year ending during the
Second Period, the Executive’s Annual Bonus shall be determined by the
Committee.




               (iii) Equity-Based Grants. With respect to each fiscal year during the
Initial Period, the Executive’s equity-based awards shall be no less than 90%
of the value of those awarded to the Initial CEO and have terms and conditions
no less favorable than those applicable to the awards granted to the Initial
CEO.




               (iv) Retirement Benefits. During the Employment Period, the Executive
shall be entitled to participate in all savings and retirement plans that are
tax-qualified under Section 401(a) of the Internal Revenue Code of 1986, as
amended (the “Code”), and in all plans that are supplemental to any such
tax-qualified plans, in each case, as are applicable to senior executives of
the Company generally.




               (v) Other Employee Benefit Plans. During the Employment Period, the
Executive and/or the Executive’s family, as the case may be, shall be eligible
for participation in and shall receive all benefits under all welfare benefit
plans, practices, policies and programs provided by the Company (including,
without limitation, medical, prescription, dental, vision, disability, salary
continuance, group life and supplemental group life, accidental






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death, travel accident insurance, sick leave and vacation plans,
practices, policies and programs), on the same basis as such plans, practices,
policies and programs are applicable or made available to the senior executives
of the Company. Executive shall be eligible for participation in fringe
benefits and perquisite plans, practices, policies and programs (including,
without limitation, expense reimbursement plans, practices, policies and
programs) no less favorable than those provided to the Initial CEO. For
purposes of all compensation and benefit plans, programs and policies of the
Company, all service credited to the Executive by Bank One up to the Effective
Date shall be credited by the Company for purposes of each such corresponding
plan, program and policy, provided, however, that in no event shall the
Executive be entitled to any credit to the extent that it would result in a
duplication of benefits with respect to the same period of service.




          4. Termination of Employment. (a) Death or Disability. The Executive’s
employment shall terminate automatically upon the Executive’s death during the
Employment Period. If the Company determines in good faith that the Disability
of the Executive has occurred during the Employment Period (pursuant to the
definition of Disability set forth below), it may provide the Executive with
written notice in accordance with Section 10(b) of this Agreement of its
intention to terminate the Executive’s employment. In such event, the
Executive’s employment with the Company shall terminate effective on the 30th
day after receipt of such notice by the Executive (the “Disability Effective
Date”), provided that, within the 30 days after such receipt, the Executive
shall not have returned to full-time performance of the Executive’s duties.
For purposes of this Agreement, “Disability” shall mean the absence of the
Executive from the Executive’s duties with the Company on a full-time basis for
180 consecutive business days as a result of incapacity due to mental or
physical illness which is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to the Executive or the
Executive’s legal representative.




          (b) Cause. The Company may terminate the Executive’s employment during
the Employment Period either with or without Cause. For purposes of this
Agreement, “Cause” shall mean:




               (i) the Executive is convicted of, or pleads guilty or nolo contendere to
a charge of commission of, a felony; or




               (ii) the Executive has engaged in willful gross neglect or willful gross
misconduct in carrying out his duties, which results in material economic harm
to the Company or in reputational harm causing quantifiable material injury to
the Company.




     For purposes of this provision, no act or failure to act, on the part of
the Executive, shall be considered “willful” unless it is done, or omitted to
be done, by the Executive in bad faith or without reasonable belief that the
Executive’s action or omission was in the best interests of the Company. Any
act, or failure to act, based upon authority given pursuant to a resolution
duly adopted by the Board or upon the instructions of the Initial CEO during
the Initial Period or based upon the advice of counsel for the Company shall be
conclusively presumed to be done, or omitted to be done, by the Executive in
good faith and in the best interests of the Company. The cessation of
employment of the Executive shall not be deemed to be for Cause unless and
until there shall have been delivered to the Executive a copy of a resolution
duly adopted by the






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affirmative vote of not less than two-thirds of the entire membership of the
Board at a meeting of the Board called and held for such purpose (after
reasonable notice is provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before the Board), finding
that, in the good faith opinion of the Board, the Executive is guilty of the
conduct described in clause (ii) above, and specifying the particulars thereof
in detail.




          (c) Good Reason. The Executive’s employment may be terminated by the
Executive with Good Reason. For purposes of this Agreement, “Good Reason”
shall mean in the absence of a written consent of the Executive:




               (i) the failure of the Company to appoint the Executive to the position of
Chief Executive Officer of the Company upon the expiration of the Initial
Period;




               (ii) the assignment to the Executive of any duties inconsistent with the
Executive’s position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as contemplated by Section
3(a) of this Agreement, or any other action by the Company which results in a
diminution in such position, authority, duties or responsibilities, excluding
for this purpose an isolated, insubstantial or inadvertent action not taken in
bad faith and which is remedied by the Company within 30 days after receipt of
notice thereof given by the Executive;




               (iii) any failure by the Company to comply with any of the provisions of
Section 3(b) of this Agreement, other than an isolated, insubstantial or
inadvertent failure not occurring in bad faith and which is remedied by the
Company within 30 days after receipt of notice thereof given by the Executive;




               (iv) any requirement by the Company that the Executive’s services be
rendered primarily at a location or locations other than New York, New York;




               (v) any failure by the Company to comply with Section 9(c) of this
Agreement; or




               (vi) any failure to elect or reelect the Executive to the Board.




     For purposes of this provision, “Good Reason” shall cease to exist for an
event on the ninetieth day after the Executive first has knowledge of such
event, unless the Executive has given the Company written notice thereof prior
to such date.




          (d) Notice of Termination. Any termination by the Company for Cause, or
by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 10(b) of
this Agreement. For purposes of this Agreement, a “Notice of Termination”
means a written notice which (i) indicates the specific termination provision
in this Agreement relied upon, (ii) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive’s employment under the provision so indicated and
(iii) if the Date of Termination (as defined below) is other than the date of
receipt of such notice, specifies the termination date (which date shall be not
more than 30 days after the giving of such notice). The failure by the
Executive or the Company to set forth in the Notice of Termination any fact or
circumstance






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which contributes to a showing of Good Reason or Cause shall not waive any
right of the Executive or the Company, respectively, hereunder or preclude the
Executive or the Company, respectively, from asserting such fact or
circumstance in enforcing the Executive’s or the Company’s rights hereunder.




          (e) Date of Termination. “Date of Termination” means (i) if the
Executive’s employment is terminated by the Company for Cause, or by the
Executive with or without Good Reason, the date of receipt of the Notice of
Termination or any later date specified therein within 30 days of such notice,
as the case may be, (ii) if the Executive’s employment is terminated by the
Company other than for Cause or Disability, the Date of Termination shall be
the date on which the Company notifies the Executive of such termination and
(iii) if the Executive’s employment is terminated by reason of death or
Disability, the Date of Termination shall be the date of death of the Executive
or the Disability Effective Date, as the case may be.




          (f) Resignation. Upon termination of the Executive’s employment for any
reason, the Executive agrees to resign, as of the Date of Termination, to the
extent applicable, from any positions that the Executive holds with the Company
and its affiliated companies, the Board (and any committees thereof) and the
Board of Directors (and any committees thereof) of any of the affiliated
companies.




          5. Obligations of the Company upon Termination. (a) Good Reason; Other
Than for Cause, Death or Disability. If, during the Employment Period, the
Company shall terminate the Executive’s employment other than for Cause, death
or Disability or the Executive shall terminate employment for Good Reason:




               (i) the Company shall pay to the Executive in a lump sum in cash within 30
days after the Date of Termination (but in no event prior to the expiration of
the revocation period contained in the release described in this Section 5(a))
the aggregate of the following amounts:




     A. the sum of (1) the Executive’s accrued Annual Base Salary
and any accrued vacation pay through the Date of Termination, (2)
the Executive’s business expenses that have not been reimbursed by
the Company as of the Date of Termination that were incurred by the
Executive prior to the Date of Termination in accordance with the
applicable Company policy, and (3) the Executive’s Annual Bonus
earned for the fiscal year immediately preceding the fiscal year in
which the Date of Termination occurs if such bonus has been
determined but not paid as of the Date of Termination (the sum of
the amounts described in clauses (1) through (3), shall be
hereinafter referred to as the “Accrued Obligations”); and




     B. the greater of (1) $20 million, and (2) the amount equal to
the product of (A) three times (B) 90% of the sum of the Initial
CEO’s (x) base salary and (y) average cash bonus paid or payable
(including any cash bonus amounts deferred at the election of the
Initial CEO) in respect of the three fiscal years prior to the Date
of Termination; and






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               (ii) any equity-based awards granted to the Executive shall vest and
become free of restrictions immediately, any stock options granted to the
Executive shall be exercisable for the longer of (1) any period specified in
any award agreement or plan governing such stock option or (2) the shorter of
(x) five years after the Date of Termination or (y) the remainder of their
original full term, and all restrictive covenants in any plans or agreements
governing such equity-based compensation awards shall be of no further force
and effect; and




               (iii) for the three-year period following the Date of Termination, the
Company shall continue to provide medical and dental benefits to the Executive
and his eligible dependents as if the Executive remained an active employee of
the Company, and the Executive and his eligible dependents shall be eligible to
participate in the Company’s post-retirement welfare benefit programs in effect
for senior executives of the Company (collectively “Medical Benefits”). The
applicable period of health benefit continuation under the Consolidated Omnibus
Budget Reconciliation Act of 1985 (“COBRA”) shall begin on the Date of
Termination; and




               (iv) to the extent not theretofore paid or provided, the Company shall
timely pay or provide to the Executive any other amounts or benefits required
to be paid or provided or which the Executive is eligible to receive under any
plan, program, policy or practice or contract or agreement of the Company and
its affiliated companies through the Date of Termination (such other amounts
and benefits shall be hereinafter referred to as the “Other Benefits”). As
used in this Agreement, the term “affiliated companies” shall include any
company controlled by, controlling or under common control with the Company.



In the event of the Executive’s termination during the Employment Period by the
Company other than for Cause or Disability or by the Executive for Good Reason,
each of the Executive and the Company agree to execute a mutual general release
in favor of the other party, substantially in the form attached hereto as
Schedule B. The payments and provision of benefits to the Executive required
by Section 5(a) (other than the Accrued Obligations and Other Benefits) shall
be conditioned upon the Executive’s delivery (and non-revocation prior to the
expiration of the revocation period contained in the release) of such release
in favor of the Company, subject to the Company’s delivery to the Executive of
such release in favor of the Executive.




          (b) Death. If the Executive’s employment is terminated by reason of the
Executive’s death during the Employment Period, this Agreement shall terminate
without further obligations to the Executive’s legal representatives under this
Agreement, other than for (1) payment of Accrued Obligations, (2) the timely
payment or provision of Other Benefits and (3) payment of the product of (x)
the highest annual bonus paid or payable to the Executive for any of the three
fiscal years prior to such termination and (y) a fraction, the numerator of
which is the number of days elapsed in the fiscal year in which such
termination occurs through the Date of Termination, and the denominator of
which is 365 (the “Prorata Bonus”). In addition, any equity-based awards
granted to the Executive shall vest and become free of restrictions
immediately, any stock options granted to the Executive shall be exercisable
for the longer of (i) any period specified in any award agreement or plan
governing such stock option or (ii) the shorter of (A) five years after the
Date of Termination or (B) the remainder of their original full term, and all
restrictive covenants in any plans or agreements governing such equity-based
compensation awards shall be of no further force and effect. Accrued
Obligations and the






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Prorata Bonus shall be paid to the Executive’s estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the Date of Termination.
With respect to the provision of Other Benefits, the term Other Benefits as
utilized in this Section 5(b) shall include death benefits for which the
Company pays as in effect on the date of the Executive’s death (which shall be
no less favorable than those applicable to the Initial CEO, other than
insurance funded death benefits as of the Effective Date provided to the
Initial CEO) and the continued provision of the Medical Benefits. The
applicable period of health benefit continuation under COBRA shall begin on the
Date of Termination.




          (c) Disability. If the Executive’s employment is terminated by the
Company by reason of the Executive’s Disability during the Employment Period,
this Agreement shall terminate without further obligations to the Executive,
other than for (1) payment of Accrued Obligations, (2) the timely payment or
provision of Other Benefits and (3) payment of the Prorata Bonus. In addition,
any equity-based awards granted to the Executive shall vest and become free of
restrictions immediately, any stock options granted to the Executive shall be
exercisable for the longer of (i) any period specified in any award agreement
or plan governing such stock option or (ii) the shorter of (A) five years after
the Date of Termination or (B) the remainder of their original full term, and
all restrictive covenants in any plans or agreements governing such
equity-based compensation awards shall be of no further force and effect.
Accrued Obligations and the Prorata Bonus shall be paid to the Executive in a
lump sum in cash within 30 days of the Date of Termination. With respect to
the provision of Other Benefits, the term Other Benefits as utilized in this
Section 5(c) shall include, and the Executive shall be entitled after the
Disability Effective Date to receive, disability and other benefits as in
effect at any time thereafter generally with respect to the Initial CEO and the
continued provision of Medical Benefits. Notwithstanding the foregoing, if the
Executive’s employment is terminated by the Company by reason of the
Executive’s Disability during the Employment Period, the Company shall continue
to provide medical and dental benefits to the Executive and his eligible
dependents until the Executive attains age sixty-five as if the Executive
remained an active employee of the Company. The applicable period of health
benefit continuation under COBRA shall begin on the Date of Termination.




          (d) Cause; Other than for Good Reason. If the Executive’s employment
shall be terminated by the Company for Cause or the Executive terminates his
employment without Good Reason during the Employment Period, this Agreement
shall terminate without further obligations to the Executive other than the
obligation to pay to the Executive (i) the Accrued Obligations through the Date
of Termination and (ii) Other Benefits, in each case to the extent theretofore
unpaid. Accrued Obligations shall be paid to the Executive in a lump sum in
cash within 30 days of the Date of Termination. In addition, in the event the
Executive terminates his employment without Good Reason, any stock options
granted to the Executive prior to the Effective Date shall fully vest and be
exercisable for the longer of (i) any period specified in any award agreement
or plan governing such stock option or (ii) the shorter of (A) five years after
the Date of Termination or (B) the remainder of their original full term, and
all restrictive covenants in any plans or agreements governing such
equity-based compensation awards shall be of no further force and effect. The
preceding sentence of this Section 5(d) shall survive the expiration of the
Employment Period.






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          6. Full Settlement. The Company’s obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. In no event shall the Executive be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to the Executive under any of the provisions of this Agreement and,
such amounts shall not be reduced whether or not the Executive obtains other
employment. The Company agrees to pay as incurred, to the full extent
permitted by law, all legal fees and expenses which the Executive may
reasonably incur as a result of any contest (regardless of the outcome thereof)
by the Company, the Executive or others of the validity or enforceability of,
or liability under, any provision of this Agreement or any guarantee of
performance thereof (including as a result of any contest by the Executive
about the amount of any payment pursuant to this Agreement).




          7. Certain Additional Payments by the Company. (a) Anything in this
Agreement to the contrary notwithstanding, in the event it shall be determined
that any payment or distribution by the Company to or for the benefit of the
Executive (whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise, but determined without regard to any
additional payments required under this Section 7) (a “Payment”) would be
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code
of 1986, as amended (the “Code”) or any interest or penalties are incurred by
the Executive with respect to such excise tax (such excise tax, together with
any such interest and penalties, are hereinafter collectively referred to as
the “Excise Tax”), then the Executive shall be entitled to receive an
additional payment (a “Gross-Up Payment”) in an amount such that after payment
by the Executive of all taxes (including any interest or penalties imposed with
respect to such taxes), including, without limitation, any income taxes (and
any interest and penalties imposed with respect thereto) and Excise Tax imposed
upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payments.




          (b) Subject to the provisions of Section 7(c), all determinations required
to be made under this Section 7, including whether and when a Gross-Up Payment
is required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by KPMG LLP or such
other nationally recognized certified public accounting firm reasonably
acceptable to the Executive as may be designated by the Company (the
“Accounting Firm”) which shall provide detailed supporting calculations both to
the Company and the Executive within 15 business days of the receipt of notice
from the Executive that there has been a Payment, or such earlier time as is
requested by the Company. All fees and expenses of the Accounting Firm shall
be borne solely by the Company. Any Gross-Up Payment, as determined pursuant
to this Section 7, shall be paid by the Company to the Executive or directly to
the Internal Revenue Service, in the sole discretion of the Company, within
five days of the later of (i) the due date for the payment of any Excise Tax,
and (ii) the receipt of the Accounting Firm’s determination. Any determination
by the Accounting Firm shall be binding upon the Company and the Executive. As
a result of the uncertainty in the application of Section 4999 of the Code at
the time of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments which will not have been made by the Company
should have been made (“Underpayment”), consistent with the calculations
required to be made hereunder. In the event that the Company exhausts its
remedies pursuant to Section 7(c) and the Executive thereafter is required to
make a payment of any Excise Tax, the






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Accounting Firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment shall be promptly paid by the Company to or
for the benefit of the Executive.




          (c) The Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten business days after the Executive is informed
in writing of such claim and shall apprise the Company of the nature of such
claim and the date on which such claim is requested to be paid. The Executive
shall not pay such claim prior to the expiration of the 30-day period following
the date on which it gives such notice to the Company (or such shorter period
ending on the date that any payment of taxes with respect to such claim is
due). If the Company notifies the Executive in writing prior to the expiration
of such period that it desires to contest such claim, the Executive shall:




               (i) give the Company any information reasonably requested by the Company
relating to such claim,




               (ii) take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim
by an attorney reasonably selected by the Company,




               (iii) cooperate with the Company in good faith in order effectively to
contest such claim, and




               (iv) permit the Company to participate in any proceedings relating to such
claim;



"provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions
of this Section 7(c), the Company shall control all proceedings taken in
connection with such contest, and, at its sole option, may pursue or forgo any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
pay the tax claimed to the appropriate taxing authority on behalf of the
Executive and direct the Executive to sue for a refund or contest the claim in
any permissible manner, and the Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that, if the Company pays such claim and directs
the Executive to sue for a refund, the Company shall indemnify and hold the
Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such payment or with respect to any imputed income in connection with such
payment; and provided, further, that any extension of the statute of
limitations relating to payment of taxes for the taxable year of the Executive
with respect to






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which such contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Company’s control of the contest shall be
limited to issues with respect to which the Gross-Up Payment would be payable
hereunder, and the Executive shall be entitled to settle or contest, as the
case may be, any other issue raised by the Internal Revenue Service or any
other taxing authority.




          (d) If, after the receipt by the Executive of a payment by the Company of
an amount on the Executive’s behalf pursuant to Section 7(c), the Executive
becomes entitled to receive any refund with respect to such claim, the
Executive shall (subject to the Company’s complying with the requirements of
Section 7(c)) promptly pay to the Company the amount of such refund (together
with any interest paid or credited thereon after taxes applicable thereto).
If, after payment by the Company of an amount on the Executive’s behalf
pursuant to Section 7(c), a determination is made that the Executive shall not
be entitled to any refund with respect to such claim and the Company does not
notify the Executive in writing of its intent to contest such denial of refund
prior to the expiration of 30 days after such determination, then the amount of
such payment shall offset, to the extent thereof, the amount of Gross-Up
Payment required to be paid.




          8. Confidential Information; Non-Solicitation; Non-Disparagement. (a)
The Executive shall hold in a fiduciary capacity for the benefit of the Company
all secret or confidential information, knowledge or data relating to the
Company or any of its affiliated companies, and their respective businesses,
which shall have been obtained by the Executive during the Executive’s
employment by the Company or any of its affiliated companies and which shall
not be or become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement). After
termination of the Executive’s employment with the Company, the Executive shall
not, without the prior written consent of the Company or as may otherwise be
required by law or legal process, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those designated by it.




          (b) During the one year period following the Date of Termination for any
reason, the Executive will not, directly or indirectly, on behalf of the
Executive or any other person, solicit for employment with any entity other
than the Company and its affiliated companies any person who is employed by the
Company or its affiliated companies as of the date of such solicitation or was
employed by the Company or its affiliated companies during the one year period
prior to such Date of Termination. For purposes hereof, general solicitations
not directed at a particular person or advertising in media directed at the
general public shall not provide a basis for a claim by the Company that the
Executive violated this Section 8(b).




          (c) Following the Date of Termination for any reason, the Executive and
the Company (including its executive officers and directors) shall not (except
as required by law) directly or indirectly make any statement or release any
information, or encourage others to make any statement or release any
information that is designed to embarrass or criticize the other (or their
respective employees, directors or shareholders).






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          (d) The Executive acknowledges (and with respect to Section 8(c) the
Company acknowledges) that the Company (and with respect to Section 8(c) the
Executive) would be irreparably injured by a violation of this Section 8 and
the Executive or the Company, as applicable, agrees that the Company or the
Executive, as applicable, in addition to any other remedies available to it for
such breach or threatened breach, shall be entitled, without posting a bond, to
a preliminary injunction, temporary restraining order, or other equivalent
relief, restraining the Executive or the Company (including its executive
officers and directors), as applicable, from any actual or threatened breach of
this Section 8.




          9. Successors. (a) This Agreement is personal to the Executive and
without the prior written consent of the Company shall not be assignable by the
Executive. This Agreement shall inure to the benefit of and be enforceable by
the Executive’s legal representatives, heirs or legatees.




          (b) This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.




          (c) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
As used in this Agreement, “Company” shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or otherwise.




          10. Miscellaneous. (a) This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without reference to
principles of conflict of laws. The captions of this Agreement are not part of
the provisions hereof and shall have no force or effect. This Agreement may
not be amended or modified otherwise than by a written agreement executed by
the parties hereto or their respective successors and legal representatives.




          (b) All notices and other communications hereunder shall be in writing and
shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as
follows:




	 	 	 	 	 
	If to the Executive:	 	
At the most recent address

on file at the Company.
	 	 
	If to the Company:	 	 	 	 
	 	 	
Attention:	 	 








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or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.




          (b) The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement.




          (c) The Company may withhold from any amounts payable under this Agreement
such Federal, state, local or foreign taxes as shall be required to be withheld
pursuant to any applicable law or regulation.




          (d) The Executive’s or the Company’s failure to insist upon strict
compliance with any provision of this Agreement or the failure to assert any
right the Executive or the Company may have hereunder, including, without
limitation, the right of the Executive to terminate employment for Good Reason
pursuant to Section 4(c)(i)-(vi) of this Agreement, shall not be deemed to be a
waiver of such provision or right or any other provision or right of this
Agreement, except as set forth in Section 4(c).




          (e) Except as otherwise expressly provided herein, from and after the
Effective Date, this Agreement shall supersede any other employment, severance
or change of control agreement between the parties and between the Executive
and Bank One, with respect to the subject matter hereof (including without
limitation, the employment agreement between the Executive and Bank One dated
as of March 27, 2000). Any provision of this Agreement that by its terms
continues after the expiration of the Employment Period or the termination of
the Executive’s employment shall survive in accordance with its terms.






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          IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand
and, pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.




	 	 	 	 	 
	 	 	 	 	 
	 	 	JAMES DIMON
	 
 	 	 	 	 
	 	 	/s/ James Dimon



	 
 	 	 	 	 
	 	 	J.P. MORGAN CHASE & CO.
	 
 	 	 	 	 
	 	 	
By	 	/s/ John J. Farrell



	 	 	Name:
John J. Farrell
	 	 	Title:
Director Human Resources
	 	 	 	 	 








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Schedule A




Federal Reserve System’s Federal Advisory Council





Board of Directors of The National Center on Addiction and Substance Abuse
(CASA)





Board of Directors of Yum! Brands, Inc.





Board of Directors of University of Chicago, Harvard Business School, the
United Negro College Fund, the Clearing House, the Economic Club of Chicago and
the Civic Committee of the Commercial Club of Chicago





Member of the World Economic Forum, the Financial Services Forum and the
Council on Foreign Relations





Board of Directors of the Mount Sinai-NYU Medical Center and Health Systems







 








 






Schedule B




Release




     For and in consideration of the payments and other benefits described in
the employment agreement dated as of January 14, 2004 (the “Agreement”) between
J.P. Morgan Chase & Co. (the “Company”) and James Dimon (the “Executive”) and
for other good and valuable consideration, Executive hereby releases the
Company, its divisions, affiliates, subsidiaries, parents, branches,
predecessors, successors, assigns, officers, directors, trustees, employees,
agents, shareholders, administrators, representatives, attorneys, insurers and
fiduciaries, past, present and future (the “Released Parties”) from any and all
claims of any kind arising out of, or related to, his employment with the
Company, its affiliates and subsidiaries (collectively, with the Company, the
“Affiliated Entities”), his separation from employment with the Affiliated
Entities or derivative of Executive’s employment, which Executive now has or
may have against the Released Parties, whether known or unknown to Executive,
by reason of facts which have occurred on or prior to the date that Executive
has signed this Release. Such released claims include, without limitation, any
and all claims under federal, state or local laws pertaining to employment,
including, without limitation, the Age Discrimination in Employment Act, Title
VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et.
seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. seq.,
the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et.
seq. the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section
1981 et. seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section
701 et. seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601
et. seq., the New York State Human Rights Law, N.Y. Exec. Law, Section 296 et.
seq., the New York City Administrative Code, the New Jersey State Law Against
Discrimination, N.J. Stat., Section 10:5-1, et. seq., and Connecticut General
Statutes, Section 46a-60 et. seq., and any and all state or local laws
regarding employment discrimination and/or federal, state or local laws of any
type or description regarding employment, including but not limited to any
claims arising from or derivative of Executive’s employment with the Affiliated
Entities, as well as any and all claims under state contract or tort law.




     Executive has read this Release carefully, acknowledges that Executive has
been given at least 21 days to consider all of its terms and has been advised
to consult with any attorney and any other advisors of Executive’s choice prior
to executing this Release, and Executive fully understands that by signing
below Executive is voluntarily giving up any right which Executive may have to
sue or bring any other claims against the Released Parties, including any
rights and claims under the Age Discrimination in Employment Act. Executive
also understands that Executive has a period of seven days after signing this
Release within which to revoke his agreement, and that neither the Company nor
any other person is obligated to make any payments or provide any other
benefits to Executive pursuant to the Agreement until eight days have passed
since Executive’s signing of this Release without Executive’s signature having
been revoked, other than the Accrued Obligations and the Other Benefits (in
each case, as defined in the Agreement). Finally, Executive has not been
forced or pressured in any manner whatsoever to sign this Release, and
Executive agrees to all of its terms voluntarily.






 








 






     For and in consideration of the obligations upon Executive as set forth in
the Agreement, and for other good and valuable consideration, the Company
hereby (on its own behalf and that of the other Affiliated Entities, the
divisions and predecessors and successors of the Affiliated Entities and the
directors and officers of the Company in their capacity as such (collectively,
the “Releasing Entities”)) releases Executive and his heirs, executors,
successors and assigns (the “Executive Released Parties”) of and from all
debts, obligations, promises, covenants, collective bargaining obligations,
agreements, contracts, endorsements, bonds, controversies, suits, claims or
causes of every kind and nature whatsoever, arising out of, or related to, his
employment with the Affiliated Entities, his separation from employment with
the Affiliated Entities or derivative of Executive’s employment, which the
Releasing Entities now have or may have against the Executive Released Parties,
whether known or unknown, by reason of facts which have occurred on or prior to
the date that the Company has signed this Release; provided, however, that
nothing contained in this Release shall release the Executive Released Parties
from any claim or form of liability arising out of acts or omissions by
Executive which constitute a violation of the criminal or securities laws of
any applicable jurisdiction.




     Notwithstanding anything else herein to the contrary, this Release shall
not affect: the obligations of the Company or Executive set forth in the
Agreement or other obligations that, in each case, by their terms, are to be
performed after the date hereof by the Company or Executive (including, without
limitation, obligations to Executive under any stock option, stock award or
agreements or obligations under any pension plan or other benefit or deferred
compensation plan, all of which shall remain in effect in accordance with their
terms); obligations to indemnify Executive respecting acts or omissions in
connection with Executive’s service as a director, officer or employee of the
Affiliated Entities; or any right Executive may have to obtain contribution in
the event of the entry of judgment against Executive as a result of any act or
failure to act for which both Executive and any of the Affiliated Entities are
jointly responsible.




     This Release, and the attached covenants, are final and binding and may
not be changed or modified except in a writing signed by both parties.




	 	 	 
	 	 	 
	
	 	


	Date	 	
JAMES DIMON
	 
 	 	 
	
	 	


	Date	 	
J.P. MORGAN CHASE & CO.
	 	 	 








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