EX-10.33



 






Exhibit 10.33




JPMorgan Chase & Co.

Long-Term Incentive Plan Award Agreement



Subject to acceptance of this Award Agreement including its Terms and Conditions (which form a part
of this Award Agreement), JPMorgan Chase & Co. (“JPMorgan Chase”) grants to you, as a matter of
separate inducement and not in lieu of salary or other compensation for services, the following
award pursuant to the JPMorgan Chase 2005 Long-Term Incentive Plan (“Plan”). Except as otherwise
specified in the attached Terms and Conditions or herein, exercisability of the award is
conditioned upon you being continuously employed by JPMorgan Chase or a subsidiary from the Grant
Date to each relevant exercise date.



 




Stock Appreciation Awards





	 	 	Subject to acceptance of this Award Agreement including its Terms and Conditions, you are awarded
below stock appreciation rights referred to as “Stock Appreciation Awards.” Stock Appreciation
Awards entitle you, upon exercise, to receive from JPMorgan Chase without payment a number of
shares of JPMorgan Chase Common Stock, the Fair Market Value of which, as of the exercise date, is
equal to the excess of the Fair Market Value of one share of such Common Stock on such exercise
date over the Exercise Price per Stock Appreciation Award (set forth below) multiplied by the
number of Stock Appreciation Awards being exercised.





	 	 	 	 	 	 	 
	Grant Date:	 	October 20, 2005	 	The exercisable schedule for this award is as follows:
	Number Granted:

	 	 	 	Number
	 	Exercisable Dates
	Exercise Price:

	 	 $34.78
	 	 	 	October 20, 2008
	Expiration Date:

	 	October 20, 2015
	 	 	 	October 20, 2009

October 20, 2010





You acknowledge that you have received this Award Agreement, the attached Terms and Conditions and
Prospectus applicable to this award. You further certify that you have read such materials and you:



o Agree to accept and be bound by this Award Agreement including the Terms and Conditions
effective as of the Grant Date. To accept this Award Agreement no further action is required. If
you have not declined this award by the deadline date below, you will have accepted this Award
Agreement; OR



o Decline this Award Agreement. To decline, you must click on the “Decline Award” button by the
deadline date below. If the award is declined, it will be cancelled effective as of the Grant Date.




	 	 	 
	 
	Grantee:

	 	JPMorgan Chase & Co.
	Date:

	 	/s/ John J. Farrell






 









 






JPMORGAN CHASE & CO. 2005 LONG-TERM INCENTIVE PLAN

TERMS AND CONDITIONS OF OCTOBER 20, 2005

STOCK APPRECIATION AWARDS




	 	 	 
	Award Agreement

	 	These terms and conditions are made part of the Award Agreement dated as of
October 20, 2005 (“Grant Date”) awarding stock appreciation rights (referred
to as “Stock Appreciation Awards”) pursuant to the terms of the JPMorgan
Chase & Co. 2005 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 supercede any other agreement, whether
written or oral, that may have been entered into by the Firm and you relating
to this award.
	 
	 	 
	 

	 	The grant of this award is contingent upon your acceptance of this Award
Agreement. Unless you decline by the deadline and in the manner specified in
the Award Agreement, you will have accepted this award and be bound by these
terms and conditions, effective as of the Grant Date. If you decline the
award, the award will not become effective and 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

	 	Stock Appreciation Awards represent the right, following exercise, to receive
(without payment), a number of shares of JPMorgan Chase Common Stock, the
Fair Market Value of which, as of the date of exercise, is equal to the
excess of the Fair Market Value of one share of such Common Stock on such
exercise date over the Exercise Price, multiplied by the number of Stock
Appreciation Awards being exercised. The Firm will retain from each
distribution the number of shares of Common Stock required to satisfy tax
withholding obligations.
	 
	 	 
	 

	 	The purpose of this award is to motivate your future performance and to align
your interests with those of the Firm and its shareholders.
	 
	 	 
	Exercisable Dates/Expiration Date

	 	Your award will become exercisable on the “Exercisable Dates” set forth in
your Award Agreement, provided that you are continuously employed by the Firm
from the date of grant through the relevant Exercisable Date or you meet the
requirements to allow your award to remain outstanding upon termination of
employment as described below. Your award will remain exercisable until the
earlier of the tenth anniversary of the Grant Date (the “Expiration Date”) or
the date the award is cancelled pursuant to this Award Agreement. No Stock
Appreciation Award may be exercised after its Expiration Date.
	 
	 	 
	Termination of Employment

	 	Except as explicitly set forth below, any Stock Appreciation Awards
outstanding under this award will be cancelled effective on the date your
employment with the Firm terminates for any reason.
	 
	 	 
	 

	 	•     Job Elimination:
	 

	 	In the event that the Director Human Resources of the Firm or his nominee in
his sole discretion determines that the Firm terminated your employment
because your job was eliminated, then any Stock Appreciation Awards that were
exercisable on your termination date will remain exercisable for the ninety
day period immediately following your termination date, but in no event
beyond the Expiration Date. In the case of a job elimination as described
above, if your termination date is on or after October 20, 2006 and prior to
October 20, 2008, then twenty percent of your Stock Appreciation Award will
become exercisable on






 









 






	 	 	 
	October 20, 2005 Stock
Appreciation Awards (continued...)

	 	the date your employment terminates and will remain exercisable for the ninety
day period following your employment termination date.
	 
	 	 
	 

	 	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, to have all or any
portion of your award remain exercisable for such ninety day period. If you
fail to return the required release within the specified deadline, your
outstanding Stock Appreciation Awards will be cancelled. In the event that
you meet the requirements for both job elimination and retirement as
described in the following section, you will be accorded job elimination
treatment for the purposes of your award.
	 
	 	 
	 

	 	•     Retirement:
	 

	 	If your employment terminates for reasons other than “Cause” after you reach
age 55 and complete at least 15 years of Cumulative Service of which at least
the 5 years immediately preceding termination of employment are continuous,
then any Stock Appreciation Awards that were exercisable as of the date of
your termination will remain exercisable for a ninety day period following
your termination date but in no event beyond the Expiration Date.
	 
	 	 
	 

	 	•     Death or Total Disability:
	 

	 	In lieu of the number of Stock Appreciation Awards that become exercisable as
set forth in your Award Agreement, if you die while employed by the Firm, or
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), then
twenty percent of your award will become exercisable for each completed year
of service from the Grant Date to the date of your termination of employment.
Such outstanding Stock Appreciation Awards will remain exercisable by you
(or your beneficiary in the case of your death) for a ninety-day period
following the date of termination of your employment but in no event beyond
the Expiration Date. In the case of death, your beneficiary is the
designated beneficiary on file with the Human Resources Department, or if no
beneficiary has been designated or survives you, then your estate.
	 
	 	 
	 

	 	Any Stock Appreciation Awards that are not exercised within the applicable
90-day period set forth above will be cancelled.
	 
	 	 
	 

	 	The definitions of Cause and Cumulative Service are found on page 5.
	 
	 	 
	Restriction on Disposition of Shares
Derived from an Exercise Under this
Award

	 	If you exercise any part of your award before the fifth anniversary of the
Grant Date, then you may not sell, assign, transfer, pledge or encumber the
net number of shares of Common Stock derived from such exercise until the
fifth anniversary of the Grant Date. Notwithstanding the foregoing, this
restriction on disposition and transfer of shares shall not apply to your
beneficiary in the event of your death.
	 
	 	 
	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, 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 or encourage any
of the Firm’s then current employees to leave the Firm or to apply for
employment elsewhere;






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	October 20, 2005 Stock
Appreciation Awards (continued...)

	 	 
	 

	 	(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 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, 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.
	 
	 	 
	•     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.
	 
	 	 
	Remedies

	 	If you violate any of the provisions as set forth above in “Your
Obligations” all outstanding Stock Appreciation Awards under your award and
any shares that are subject to the restriction on disposition of shares
described above will be immediately cancelled.
	 
	 	 
	 

	 	In addition, if you do not have shares subject to the restriction on
disposition of shares but you received shares under this award resulting from
an exercise during the one year prior to (i) the violation of any of these
obligations or (ii) the termination of your employment for Cause, you will be
required to pay the Firm liquidated damages by returning to the Firm either
(i) a cash amount equal to the gain on exercise (as of the exercise date)
less withholding taxes, or (ii) the net number of shares of Common Stock that
were distributed pursuant to the exercise.
	 
	 	 
	 

	 	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 these obligations 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






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	October 20, 2005 Stock
Appreciation Awards (continued...)

	 	 
	 

	 	injunction, from any court of competent jurisdiction, restraining any
violation or further violation of such terms; 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.
	 
	 	 
	Not a Shareholder Until Exercise

	 	You shall not be deemed for any purpose to be or have rights as a shareholder
of JPMorgan Chase with respect to the shares of Common Stock subject to Stock
Appreciation Awards until such Stock Appreciation Awards are exercised. No
adjustments shall be made for cash dividends or distributions or other rights
for which the record date is prior to the date you become a shareholder of
record of JPMorgan Chase. Shares upon exercise will be issued in accordance
with JPMorgan Chase’s procedures for issuing stock.
	 
	 	 
	Administrative
Provisions

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

	 	The exercise of Stock Appreciation Awards shall be in accordance with the
Firm’s procedures for exercises of such awards. The date of exercise shall be
the date when the properly completed notice of exercise is received and
accepted by the Firm or its designee in accordance with the Firm’s
procedures. If, according to local country tax regulations, a withholding
tax liability arises at a time after the date of exercise, 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.
	 
	 	 
	 

	 	Except as provided in the next succeeding sentence, Stock Appreciation Awards
shall not be assignable or transferable or subject to any lien, obligation or
liability. You may make a gift of unexpired, unexercised Stock Appreciation
Awards, subject to the Firm’s prior consent, to an immediate family member or
a trust (or similar vehicle) for the benefit of these immediate family
members (or beneficiaries) as defined below. JPMorgan Chase may condition
its prior consent to receipt of an agreement by you and proposed transferee
containing such terms and conditions and undertakings as JPMorgan Chase deems
appropriate in its sole and absolute discretion. No attempted transfer will
be valid without the Firm’s prior consent. “Immediate family members”
include your parents, parents-in-law, children (including adopted children),
grandchildren, and siblings or a trust exclusively for the benefit of one or
more of these immediate family members. Your spouse is an Immediate Family
Member but only if Stock Appreciation Awards are transferred to a trust (or
similar vehicle) for the benefit of such spouse, which trust includes one or
more other Immediate Family Members as beneficiaries.
	 
	 	 
	 

	 	JPMorgan Chase may, in its sole discretion and for any reason, cancel
outstanding unexercised Stock Appreciation Awards and substitute an equal
number of non-qualified stock options to purchase the same number of shares
of common stock of JPMorgan Chase represented by the cancelled Stock
Appreciation Awards. Such substituted options shall have the same exercise
price, Expiration Date and other terms and conditions that were applicable to
the Stock Appreciation Awards; provided that the method of exercise and the
payment of exercise price, as well as the method of payment of withholding
taxes, may be changed by JPMorgan Chase.
	 
	 	 
	 

	 	In the event you are approved for a voluntary discretionary leave in excess
of one month, and any equivalent leaves globally as determined by region HR
management (e.g., leaves that do not qualify as FMLA, Medical or Disability),






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	October 20, 2005 Stock
Appreciation Awards (continued...)

	 	 
	 

	 	the Exercisable Date of any outstanding Stock Appreciation Award will be
extended by the length of the leave (rounded to full months) in accordance
with the Firm’s policy for such leaves.
	 
	 	 
	 

	 	Nothing contained in the Award Agreement constitutes a contract of continued
employment. Employment is at-will and may be terminated by either you or
JPMorgan Chase for any reason at any time.
	 
	 	 
	 

	 	This Award Agreement may not be amended except in writing signed by the
Director Human Resources of JPMorgan Chase.
	 
	 	 
	 

	 	If any portion of the above provisions is found to be unenforceable, any
court of competent jurisdiction may reform the restrictions as to time,
geographical area or scope to the extent required to make the provision
enforceable under applicable law.
	 
	 	 
	 

	 	JPMorgan Chase’s failure to enforce any provision of the Award Agreement or
similar awards and agreements, either with respect to you or other former or
current employees, will not constitute a waiver of its right to enforce the
Award Agreement with respect to any prior or subsequent breach of the Award
Agreement, including the right to pursue any and all available remedies for
the breach.
	 
	 	 
	 

	 	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.
	 
	 	 
	 

	 	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.
	 
	 	 
	 

	 	The Board of JPMorgan Chase and the Compensation and Management Development
Committee of the Board reserve the right to amend this Award Agreement at any
time and for any reason before a change in control of JPMorgan Chase, as such
term is defined by the Board 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.
	 
	 	 
	Definitions

	 	Cause means (i) breach of any rule or regulation of any regulatory authority
having jurisdiction over the Firm; (ii) indictment or conviction of a felony
or for any fraudulent act, embezzlement, theft or a crime of moral turpitude;
(iii) failure to perform your duties or abide by the work ethic of the Firm
or to follow reasonable directives of your manager within the scope of your
duties; (iv) a violation of the JPMorgan Chase Code of Conduct or human
resources policies; (v) any act or failure to act that is injurious to the
Firm, monetarily or otherwise, in each case as determined in the sole
discretion of the Director Human Resources or his delegate.

	 
	 	 
	 

	 	Cumulative Service has the meaning set forth in the JPMorgan Chase Retirement
Plan.







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