EX-10.23






Exhibit
10.23


JPMORGAN CHASE & CO. LONG-TERM INCENTIVE PLAN

TERMS AND CONDITIONS OF JANUARY 20, 2009

RESTRICTED STOCK UNIT AWARD

OPERATING COMMITTEE




	 	 	 
	Award Agreement
	 	These terms and conditions are made part of the Award Agreement dated as of January 20,
2009 (“Grant Date”) awarding restricted stock units pursuant to the terms of the
JPMorgan Chase & Co. Long-Term Incentive Plan (“Plan”). To the extent the terms of the
Award Agreement (all references to which will include these terms and conditions)
conflict with the Plan, the Plan will govern. The Award Agreement, the Plan and
Prospectus supersede any other agreement, whether written or oral, that may have been
entered into by the Firm and you relating to this award.

	 	 	 

	 	 	This award was granted on the Grant Date subject to the Award Agreement. Unless you
decline by the deadline and in the manner specified in the Award Agreement, you will
have agreed to be bound by these terms and conditions, effective as of the Grant Date.
If you decline the award, it will be cancelled as of the Grant Date.

	 	 	 

	 	 	Capitalized terms that are not defined in the Award Agreement will have the same
meaning as set forth in the Plan.

	 	 	 

	 	 	JPMorgan Chase & Co. will be referred to throughout the Award Agreement as “JPMorgan
Chase,” and together with its subsidiaries as the “Firm.”

	 	 	 

	Form and Purpose of
Award
	 	Each restricted stock unit represents a non-transferable right to receive one share of
Common Stock following the applicable vesting date.

	 	 	 

	 	 	The purpose of this award is, in part, to motivate your future performance and to align
your interests with those of the Firm and its shareholders.

	 	 	 

	Dividend Equivalents
	 	If dividends are paid on Common Stock while restricted stock units under this award are
outstanding, you will be paid an amount equal to the dividend paid on one share of
Common Stock, multiplied by the number of restricted stock units outstanding to you
under this award.

	 	 	 

	Vesting Dates
	 	This award will vest according to the schedule on your Award Agreement, provided that
you are continuously employed by the Firm, or you meet the requirements for continued
vesting described below, through the relevant vesting date, and subject to the
following:

	 	 	 

	 	 	•   Although it is intended and expected that this award will vest as scheduled,
the award may be reduced or cancelled or vesting dates may be deferred in the event
that the Chief Executive Officer (“CEO”) of JPMorgan Chase determines, as part of
JPMorgan Chase’s annual performance assessment process, based on the CEO’s assessment
of your performance and the performance of the Firm (which may include more than one
performance year), that you have not achieved satisfactory progress toward your
priorities or that the Firm has not achieved satisfactory progress toward the Firm’s
priorities for which you share responsibility as a member of the Operating Committee.
Such a determination is subject to ratification by the Compensation and Management
Development Committee of the Board of Directors of JPMorgan Chase.

	 	 	 

	 	 	•   JPMorgan Chase reserves the right to cancel, or require repayment of the value
of any distributions you received under, all or any portion of this award to the extent
provided under the JPMorgan Chase Bonus Recoupment Policy as in effect from time to
time.

	 	 	 

	 	 	•   JPMorgan Chase reserves the right to cancel, or require repayment of the value
of any distributions you received under, all or any portion of this award if JPMorgan
Chase determines that this award was based on materially inaccurate performance metrics
or on any misrepresentation by you.

	 	 	 

	 	 	•   If you are subject to Section 111 of the Emergency Economic Stabilization Act
of 2008 and any regulations or interpretations promulgated thereunder, or any successor
or







 









 




January 20, 2009 Restricted Stock Unit Award — Operating Committee (continued)
 





	 	 	 
	 	 	    other applicable statute affecting your compensation (“EESA or Other Applicable
Law”), then any payment of any kind provided for by this Award Agreement must comply
with EESA or Other Applicable Law, and this Award Agreement shall be interpreted or
reformed to so comply.

	 	 	 

	Vesting Periods
	 	The period from the Grant Date to each vesting date will be a separate “vesting period.”

	 	 	 

	Termination of Employment
	 	Except as explicitly set forth below under “Job Elimination,” “Full Career
Eligibility,” “Total Disability,” and “Death,” any restricted stock units outstanding
under this award will be cancelled effective on the date your employment with the Firm
terminates for any reason.

	 	 	 

	Job Elimination, Full Career
Eligibility, Total Disability
	 	Subject to “Vesting Dates” and the terms and conditions of this Award Agreement
(including without limitation “Your Obligations” ), you will be eligible to continue to
vest in your outstanding restricted stock units under this award following the
termination of your employment if one of the following circumstances applies to you.

	 	 	 

	 	 	Job Elimination:

	 	 	 

	 	 	This award will continue to vest on the original schedule following termination of
employment in the event that:

	 	 	 

	 	 	•   the Director Human Resources of the Firm or nominee in their sole discretion
determine that the Firm terminated your employment because your job was eliminated, and

	 	 	 

	 	 	•   after you are notified that your job will be eliminated, you provide such
services as requested by the Firm in a cooperative and professional manner.

	 	 	 

	 	 	Full Career Eligibility:

	 	 	 

	 	 	This award will continue to vest on the original schedule following termination of
employment in the event that:

	 	 	 

	 	 	•   you leave the Firm voluntarily, have completed at least five years of
continuous service with the Firm immediately preceding your termination date, and the
sum of your age and Recognized Service (as defined below) on your date of termination
equals or exceeds 60, and

	 	 	 

	 	 	•   you provide at least 90 days advance written notice to the Firm of your
intention to voluntarily terminate your employment under this provision, during which
notice period you provide such services as requested by the Firm in a cooperative and
professional manner and you do not perform any services for any other
employer, and

	 	 	 

	 	 	•   for the remainder of the relevant vesting period, you do not (i) perform
services in any capacity (including self-employment) for a Financial Services Company
(as defined below) or (ii) work in your profession (whether or not for a Financial
Services Company); provided that you may work for a government, education or
Not-for-Profit Organization (as defined below).

	 	 	 

	 	 	After receipt of such advance written notice, the Firm may choose to have you continue
to provide services during such 90-day period or shorten the length of the 90-day
period at the Firm’s discretion, but to a date no earlier than the date you would
otherwise meet the age and service requirements.

	 	 	 

	 	 	Additional advance notice requirements may apply in certain business units (or
equivalent organizational unit or department). (See “Special Notice Period” below.)

	 	 	 

	 	 	Total Disability:

	 	 	 

	 	 	In the event your employment terminates as a result of your permanent and total
disability as defined in the JPMorgan Chase & Co. Long Term Disability Plan (or for
non-U.S. employees the equivalent local country plan), your outstanding units will
continue to vest on the original schedule during such period of disability provided
that you remain unemployed for such period.

	 	 	 

	 	 	For both Full Career Eligibility and Total Disability, you must notify JPMorgan Chase
in writing in







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January 20, 2009 Restricted Stock Unit Award — Operating Committee (continued)
 





	 	 	 
	 	 	advance if you plan to perform services for any party or if you will be
self-employed during the vesting periods. Failure to provide such notification could
impact award vesting.

	 	 	 

	Release/Certification
	 	In order to qualify for continued vesting after termination of your employment under
any of the foregoing circumstances:

	 	 	 

	 	 	•   you must timely execute and deliver a release of claims in favor of the Firm,
having such form and terms as the Firm shall specify,

	 	 	 

	 	 	•   with respect to Full Career Eligibility, prior to the termination of your
employment, you must confirm with management that you meet the eligibility criteria
(including providing at least 90 days advance written notification) and advise that you
are seeking to be treated as an individual eligible for Full Career Eligibility, and

	 	 	 

	 	 	•   except in the case of a job elimination, it is your responsibility to take the
appropriate steps to certify to the Firm prior to each vesting date on the authorized
form of the Firm that you have complied with the employment restrictions applicable to
you (as described above) throughout the vesting period and otherwise complied with all
other terms of the Award Agreement. (See “Your Obligations.”)

	 	 	 

	Death
	 	If you die while you are eligible to vest in your outstanding units under this award,
the units will immediately vest and will be distributed in shares of Common Stock
(after applicable tax withholding) to your designated beneficiary on file with the
Firm’s Stock Administration Department, or if no beneficiary has been designated or
survives you, then to your estate. Any shares will be distributed by the later of the
end of the calendar year in which you die or the 15th day of the third month
following your date of death.

	 	 	 

	Termination for Cause
	 	In the event that your employment is terminated for Cause (as defined below), or in the
event that JPMC determines after the termination of your employment that your
employment could have been terminated for Cause, your outstanding restricted stock
units shall be forfeited. In addition, you may be required to return to the Firm the
value of certain shares delivered to you prior to or after your termination. See
“Remedies” for additional information.

	 	 	 

	Your Obligations
	 	As consideration for the grant of this award, you agree to comply with and be bound by
the following:

	 	 	 

	•   Non-Solicitation
of Employees and
Customers:

	 	During your employment by the Firm and for one year following the termination of your
employment, or if longer, during all remaining vesting periods if you continue to vest
after your employment with the Firm terminates, you will not directly or indirectly,
whether on your own behalf or on behalf of any other party, without the prior written
consent of the Director Human Resources of JPMorgan Chase: (i) solicit, induce or
encourage any of the Firm’s then current employees to leave the Firm or to apply for
employment elsewhere; (ii) hire any employee or former employee who was employed by the
Firm at the date your employment terminated, unless the individual’s employment
terminated more than six months before the date of hire or because his or her job was
eliminated; or (iii) solicit or induce or attempt to induce to leave the Firm, or
divert or attempt to divert from doing business with the Firm, any then current
customers, suppliers or other persons or entities that were serviced by you or whose
names became known to you by virtue of your employment with the Firm, or otherwise
interfere with the relationship between the Firm and such customers, suppliers or other
persons or entities. This does not apply to publicly known institutional customers
that you service after your employment with the Firm without the use of the Firm’s
confidential or proprietary information.

	 	 	 

	 	 	These restrictions do not apply to authorized actions you take in the normal course of
your employment with the Firm, such as employment decisions with respect to employees
you supervise or business referrals in accordance with the Firm’s policies.

	 	 	 

	•   Confidential

Information:

	 	You may not, either during your employment with the Firm or thereafter, directly or
indirectly use or disclose to anyone any confidential information related to the Firm’s
business, except as explicitly permitted by the JPMorgan Chase Code of Conduct and
applicable policies or law or







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January 20, 2009 Restricted Stock Unit Award — Operating Committee (continued)
 





	 	 	 
	 	 	legal process. “Confidential information” shall have the
same meaning for the Award Agreement as it has in the JPMorgan Chase Code of Conduct.

	 	 	 

	•   Non-Disparagement:

	 	You may not, either during your employment with the Firm or thereafter, make or
encourage others to make any public statement or release any information that is
intended to, or reasonably could be foreseen to, embarrass or criticize the Firm or its
employees, officers, directors or shareholders as a group. This shall not preclude you
from reporting to the Firm’s management or directors or to the government or a
regulator conduct you believe to be in violation of the law or the Firm’s Code of
Conduct or responding truthfully to questions or requests for information to the
government, a regulator or in a court of law in connection with a legal or regulatory
investigation or proceeding.

	 	 	 

	•   Cooperation:

	 	You agree to cooperate fully with and provide full and accurate information to the Firm
and its counsel with respect to any matter (including any audit, tax proceeding,
litigation, investigation or governmental proceeding) with respect to which you may
have knowledge or information, subject to reimbursement for actual, appropriate and
reasonable expenses incurred by you.

	 	 	 

	•   Compliance with
Award Agreement:

	 	You agree that you will provide the Firm with any information reasonably requested to
determine compliance with the Award Agreement, and you authorize the Firm to disclose
the terms of the Award Agreement to any third party who might be affected thereby,
including your prospective employer.

	 	 	 

	•   Special Notice

Period:

	 	If you are at or above the level of managing director, executive director or vice
president (or comparable title) of a business unit or equivalent organizational unit or
department (“business unit”) that requires as a condition of your continued employment
that you provide advance written notice (“Special Notice Period”) of your intention to
terminate your employment for any reason, then as consideration for this Award, you
shall provide the Firm advance written notice of your election to terminate your
employment as specified by such business unit. In business units that require this
Special Notice Period, the current notice period is 90 days for managing directors (or
comparable title), 60 days for executive directors (or comparable title) and 30 days
for vice presidents (or comparable title). Please note that in some cases, individuals
may have specific agreements providing for longer notice periods than those stated
above. In those cases, the longer notice period shall apply.

	 	 	 

	 	 	After receipt of such notice, the Firm may choose to have you continue to provide
services during the applicable Special Notice Period or may place you on a paid leave
for all or part of the applicable Special Notice Period. During the Special Notice
Period, you shall continue to devote your full time and loyalty to the Firm by
providing services in a cooperative and professional manner and not perform any
services for any other employer and shall receive your base salary and certain benefits
until your employment terminates. You and the Firm may mutually agree to waive or
modify the length of the Special Notice Period.

	 	 	 

	 	 	Regardless of whether the Special Notice Period applies to you, you must comply with
the 90-day advance notice period described under “Full Career Eligibility” in the event
you wish to terminate employment under the Full Career Eligibility provision.

	 	 	 

	Remedies

•   Cancellation

	 	
In addition to the provisions described under “Termination of Employment” and
“Termination for Cause”, your outstanding restricted stock units will be cancelled if:

	 	 	 

	 	 	•   the Firm in its sole discretion determines that you are not in compliance with
any of the advance notice/cooperation requirements or employment restrictions
applicable to your termination of employment, or

	 	 	 

	 	 	•   you fail to return the required forms specified under “Release/Certification”
within the specified deadline, including the certification required immediately prior
to a vesting date under Full Career Eligibility and Total Disability, or

	 	 	 

	 	 	•   you violate any of the provisions as set forth above in “Your Obligations.”







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January 20, 2009 Restricted Stock Unit Award — Operating Committee (continued)
 





	 	 	 
	•   Damages

	 	In addition, you will be required to pay the Firm as liquidated damages an amount equal
to the Fair Market Value (determined as of the vesting date) of the net number of
shares of Common Stock distributed to you under this award as follows:

	 	 	 

	 	 	•   shares distributed within the one year period prior to your violation of any of
the provisions as set forth above in “Your Obligations;”

	 	 	 

	 	 	•   shares distributed at any time following termination of employment when you
were not in compliance with the employment restrictions then applicable to you during
the vesting period, and

	 	 	 

	 	 	•   shares distributed within the one year period immediately preceding and any
time after your termination of employment if your employment was terminated or the Firm
determines that your employment could have been terminated for Cause (as described
under “Termination for Cause”).

	 	 	 

	 	 	Payment may be made in shares of Common Stock or in cash. You agree that this payment
will be liquidated damages and is not to be construed in any manner as a penalty. You
acknowledge that a violation or attempted violation of the obligations set forth herein
will cause immediate and irreparable damage to the Firm, and therefore agree that the
Firm shall be entitled as a matter of right to an injunction, from any court of
competent jurisdiction, restraining any violation or further violation of such
obligations; such right to an injunction, however, shall be cumulative and in addition
to whatever other remedies the Firm may have under law or equity. In any action or
proceeding by the Firm to enforce the terms and conditions of this Award Agreement
where the Firm is the prevailing party, the Firm shall be entitled to recover from you
its reasonable attorneys’ fees and expenses incurred in such action or proceeding.
Notwithstanding any terms of this Award Agreement to the contrary:

	 	 	 

	Administrative Provisions
	 	Withholding Taxes: The Firm will retain from each distribution the number of shares of
Common Stock required to satisfy applicable tax obligations (including, to the extent
legally permissible, recovery by the Firm of fringe benefit taxes). For U.S. tax
purposes, dividend equivalents are treated as wages and subject to tax withholding when
paid. If, according to local country tax regulations, a withholding tax liability
arises at a time after the date of distribution, JPMorgan Chase may implement any
procedures necessary to ensure that the withholding obligation is fully satisfied,
including but not limited to, restricting transferability of the shares.

	 	 	 

	 	 	Right to Set Off: The Firm may, to the maximum extent permitted by applicable law,
retain for itself funds or securities otherwise payable to you pursuant to this award
to satisfy any obligation or debt that you owe to the Firm. The Firm may not retain
such funds or securities until such time as they would otherwise be distributable to
you in accordance with the Award Agreement.

	 	 	 

	 	 	No Ownership Rights: Restricted stock units do not convey the rights of ownership of
Common Stock and do not carry voting rights. No shares of Common Stock will be issued
to you until after the restricted stock units have vested and all applicable
restrictions have lapsed. Shares will be issued in accordance with JPMorgan Chase’s
procedures for issuing stock. JPMorgan Chase’s obligation hereunder is unfunded.

	 	 	 

	 	 	Binding Agreement: The Award Agreement will be binding upon any successor in interest
to JPMorgan Chase, by merger or otherwise.

	 	 	 

	 	 	Not a Contract of Employment: Nothing contained in the Award Agreement constitutes a
contract of employment or continued employment. Employment is at-will and may be
terminated by either you or JPMorgan Chase for any reason at any time. This award
does not confer any right or entitlement to, nor does the award impose any obligation
on the Firm to provide, the same or any similar award in the future.

	 	 	 

	 	 	Section 409A Compliance: Notwithstanding anything herein to the contrary, if you (i)
are subject to taxation under the United States Internal Revenue Code (“Code”), (ii)
are a specified employee as defined in the JPMorgan Chase 2005 Deferred Compensation
Plan and (iii) have







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January 20, 2009 Restricted Stock Unit Award — Operating Committee (continued)
 





	 	 	 
	 	 	incurred a separation from service and if any shares under this
award represent deferred compensation as defined in Section 409A and are distributable
to you as a result your separation from service, then those shares will be delivered to
you on first business day of the first calendar month after the expiration of six
full months from date of your separation from service. Further, if prior to any
vesting date, your award is not subject to a substantial risk of forfeiture as defined
by Section 409A of the Code, then the remainder of each calendar year immediately
following (i) each vesting date shall be a payment date for purposes of
distributing the vested portion of the award and (ii) each date that JPMorgan Chase
specifies for payment of dividends declared on its common stock shall be the payment
date(s) for purposes of dividend equivalent payments.

	 	 	 

	 	 	Change in Outstanding Shares: In the event of any change in the outstanding shares of
Common Stock by reason of any stock dividend or split, recapitalization, issuance of a
new class of common stock, merger, consolidation, spin-off, combination or exchange of
shares or other similar corporate change, or any distributions to stockholders of
Common Stock other than regular cash dividends, the Compensation & Management
Development Committee of the Board will make an equitable substitution or proportionate
adjustment, in the number or kind of shares of Common Stock or other securities issued
or reserved for issuance pursuant to the Plan and to any Restricted Stock Units
outstanding under this award for such corporate events.

	 	 	 

	 	 	Interpretation/Administration: The Director Human Resources has sole and complete
authority to interpret and administer this Award Agreement, including, without
limitation, the power to (i) interpret the Plan and the terms of this Award Agreement;
(ii) determine the reason for termination of employment and application of the
post-employment obligations; (iii) decide all claims arising with respect to this
Award; and (iv) delegate such authority as he deems appropriate. Any determination by
the Director Human Resources shall be binding on all parties.

	 	 	 

	 	 	Notwithstanding anything herein to the contrary, the Firm’s determinations under the
Plan and the Award Agreements are not required to be uniform. By way of clarification,
the Firm shall be entitled to make non-uniform and selective determinations and
modifications under Award Agreements and the Plan.

	 	 	 

	 	 	Amendment: The Firm by action of its Director Human Resources reserves the right to
amend the Award Agreement in any manner, at any time and for any reason so long as
there has not been a change in control of JPMorgan Chase, as such term is defined by
the JPMorgan Chase Board of Directors from time to time. After a change in control of
JPMorgan Chase, this Award Agreement may not be amended in any way that is adverse to
your interests without your prior written consent. This Award Agreement may not be
amended except in writing signed by the Director Human Resources of JPMorgan Chase.

	 	 	 

	 	 	Severability: If any portion of the Award Agreement is determined by the Firm to be
unenforceable in any jurisdiction, any court of competent jurisdiction or the Director
Human Resources may reform the relevant provisions (e.g., as to length of service,
time, geographical area or scope) to the extent the Firm considers necessary to make
the provision enforceable under applicable law.

	 	 	 

	 	 	Governing Law: By accepting this award, you are agreeing (i) to the extent not
preempted by federal law, the laws of the state of New York (without reference to
conflict of law principles) will apply to this award and the Plan; (ii) to waive the
right to a jury trial with respect to any judicial proceeding brought in connection
with this award; and (iii) that any dispute related to this award shall be submitted to
arbitration in accordance with the rules of the American Arbitration Association, if so
elected by the Firm in its sole discretion.

	 	 	 

	Definitions
	 	“Cause” means a determination by the Firm that your employment terminated as a result
of your (i) violation of any law, rule or regulation (including rules of
self-regulatory bodies) related to the Firm’s business; (ii) indictment or conviction
of a felony; (iii) commission of a fraudulent act; (iv)







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January 20, 2009 Restricted Stock Unit Award — Operating Committee (continued)
 





	 	 	 
	 	 	violation of the JPMorgan Code
of Conduct or other Firm policies or misconduct related to your duties to the Firm
(other than immaterial and inadvertent violations or misconduct); (v) inadequate
performance of the duties associated with your position or job function or failure to
follow reasonable directives of your manager; or (vi) any act or failure to act that is
or might reasonably be expected to be injurious to the interests of the Firm or its
relationship with a customer, client or employee.

	 	 	 

	 	 	“Financial Services Company” means a business enterprise that employs you in any
capacity (as an employee, contractor, consultant, advisor, self-employed individual,
etc. whether paid or unpaid) and engages in:

	 	 	 

	 	 	•   commercial or retail banking, including, but not limited to, commercial,
institutional and personal trust, custody and/or lending and processing services,
originating and servicing mortgages, issuing and servicing credit cards;

	 	 	 

	 	 	•   insurance, including but not limited to, guaranteeing against loss, harm
damage, illness, disability or death, providing and issuing annuities, acting as
principal, agent or broker for purpose of the forgoing;

	 	 	 

	 	 	•   financial, investment or economic advisory services, including but not limited
to, investment banking services (such as advising on mergers or dispositions,
underwriting, dealing in, or making a market in securities or other similar
activities), brokerage services, investment management services, asset management
services, and hedge funds;

	 	 	 

	 	 	•   issuing, trading or selling instruments representing interests in pools of
assets or in derivatives instruments;

	 	 	 

	 	 	•   advising on, or investing in, private equity or real estate, or

	 	 	 

	 	 	•   any similar activities that JPMorgan Chase determines in its sole discretion
constitute financial services.

	 	 	 

	 	 	“Not-for-Profit Organization” means an entity exempt from tax under state law and under
Section 501(c)(3) of the Internal Revenue Code. Section 501(c)(3) includes entities
organized and operated exclusively for religious, charitable, scientific, testing for
public safety, literary or educational purposes, or to foster national or international
amateur sports competition or for the prevention of cruelty to children or animals.

	 	 	 

	 	 	“Recognized Service” means the period of service as an employee set forth in the Firm’s
applicable service-related policies.










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