Exhibit 10.25



 Exhibit 10.25 
 JPMORGAN CHASE & CO. LONG-TERM INCENTIVE PLAN 
 TERMS AND
CONDITIONS OF JANUARY 18, 2012 
 STOCK APPRECIATION RIGHTS 

 

			
	Award Agreement	  	 These terms and conditions are made part of the Award Agreement dated as of January 18, 2012 (“Grant Date”)
awarding Stock Appreciation Rights 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
“Definitions” below or elsewhere 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 Rights 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
Rights being exercised. See “Exercise Procedures/Withholding Taxes” for further information.
  
 The purpose of this award is to motivate your future performance for future services to be provided while the award is outstanding and to align your interests with those of the Firm and its shareholders.
Your prior performance was considered as a factor in determining the amount of your award.

		
	Exercisable Dates/ Expiration Date	  	 This award is intended and expected to become exercisable on the “Exercisable Dates” set forth in your Award Agreement,
provided that you are continuously employed by the Firm 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. Notwithstanding any provision herein, including but not limited to those provisions governing Job Elimination, Full Career
Eligibility, Death, and Total Disability, no Stock Appreciation Right may be exercised after its Expiration Date.

		
	Bonus Recoupment	  	 In consideration of the grant of this award, you agree that you are subject to the JPMorgan Chase Bonus Recoupment Policy as in
effect from time to time, as it applies both to the cash incentive compensation awarded to you for 2011 and to this award of Stock Appreciation Rights. You can access this policy through the following link:

 

http://www.jpmorganchase.com/corporate/About-JPMC/corporate-governance-principles.htm#recoupment










			
	Recapture Provisions (Detrimental Conduct, Risk-Related and Other Recapture Provisions)	  	 Notwithstanding any terms of this Award Agreement to the contrary, JPMorgan Chase reserves the right in its sole discretion to cancel
outstanding Stock Appreciation Rights under this award and/or to recover from you the net gain realized by you on any exercise of Stock Appreciation Rights under this award as set forth in “Remedies”:

 
 •      If
you engaged in conduct detrimental to the Firm, insofar as it causes material financial or reputational harm to the Firm or its business activities, or
  

•      If this award was based on materially inaccurate performance metrics,
whether or not you were responsible for the inaccuracy, or
  
 •      If this award was based on a material misrepresentation by you; or
  

•      If your employment was terminated for Cause (see
“Definitions” below) or the Firm determines after the termination of your employment that your employment could have been terminated for Cause.

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

 
 Job Elimination:

 
 For the one year period commencing with the date of termination of your employment
(or if longer the 90 day period commencing with the Exercisable Date occurring during such one year period), any Stock Appreciation Right that is exercisable on your termination date or becomes exercisable during such period may be exercised by you
in the event that:
  

•      the Director Human Resources of the Firm or nominee in his/her sole
discretion determines 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, and
  

•      you satisfy the Release/Certifications Requirement set forth
below.
  
 Full Career Eligibility:

 
 For the two year period commencing with the date of termination of your employment
(or if longer the 90 day period commencing with the last Exercisable Date occurring during such two year period), any Stock Appreciation Right that is exercisable on your termination date or becomes exercisable during such period may be exercised by
you 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 exercise 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), and
  
 •      you satisfy the Release/Certification Requirements set forth below.
  

After receipt of such advance written notice, the Firm may choose to have you continue to provide services during the 90-day period or shorten the length
of the 90-day notice 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 for employees subject to notice period
policies. (See “Special Notice Period” below.)










			
		  	 You must notify JPMorgan Chase in advance in writing if you are to perform services for any party or if you are self-employed
following the date of your termination of employment. Failure to provide such notification could impact your right to exercise.
  

Death:
  
 If you die while employed by the Firm, your designated beneficiary on file with the Human Resources Department (or if no beneficiary is on file or survives you, then your estate) may exercise for a two
year period measured from date of your death (or if longer the 90 day period commencing with the last Exercisable Date occurring during such two year period) (i) any Stock Appreciation Rights that were exercisable as of that date and (ii) any Stock
Appreciation Rights that would have become exercisable had you remained employed during such two year period.
  
 Disability:
  
 In
the event that your employment with the Firm terminates because:
  
 (i)       you are unable to return to work while you are receiving benefits under the JPMorgan Chase Long Term Disability Plan, or for non-U.S. employees, under the
equivalent JPMorgan Chase-sponsored local country plan (“LTD Plan”), or
  
 (ii)      if you are not covered by a LTD Plan, you are unable to return to work due to a long-term disability that would qualify for benefits under the applicable LTD Plan,
as determined by the Firm or a third-party designated by the Firm, and you request in writing the ability to continue to exercise due to such disability within 30 days of the date your employment terminates and provide requested supporting
documentation
  
 then you may exercise for a two year period measured from
the date that your employment terminates any Stock Appreciation Rights that were exercisable as of the date of your termination; provided that you satisfy the Release/Certification Requirements set forth below.

 
 Cancellation after the One or Two Year Period or Ninety Day
Period:
  
 Any Stock Appreciation Rights that are not exercised
within the applicable one or two year period or ninety day period described above will be cancelled.
  
 Release/Certification Requirements:
  
 In order to have all or any portion of your award remain exercisable after the termination of your employment under any of the foregoing circumstances (other than death):

 

•      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

 

•      you also must certify compliance with the above requirements relevant
to you and with all other terms of the Award Agreement (See “Your Obligations” below.), pursuant to procedures established by the Firm in connection with any exercise of Stock Appreciation Rights.

		
	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. Prior to the fifth anniversary of the Grant Date and prior to any exercise date thereafter, JPMorgan Chase may impose, for such date and up to 30 days following
such date, such restrictions on the Common Stock to be issued to you as it may deem appropriate, including, but not limited to, restricting the sale, assignment, transfer, pledge or encumbrance of such Common Stock. The imposition of such
restrictions shall not be deemed an









			
		  	amendment of your Award Agreement subject to your consent. In the Firm’s discretion, such shares may be held in an account with the Firm’s stock transfer agent.
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	  	In consideration of 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, the exercise period),
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 because his
or her job was eliminated, or the individual’s employment with the Firm has been terminated for more than six months, or (iii) to the fullest extent enforceable under applicable law, 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 in verbal, written,
electronic or any other form 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.
		
	 •      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 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 subject to a notice policy, whether by contract or policy, that requires you to provide advance written notice of your
intention to terminate your employment (“Special Notice Period”), then as consideration for this Award, you shall provide the Firm with the necessary advance written notice that applies to you, as specified by such contract or
policy.
  
 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 a 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 cancellation of the award as provided for in “Termination of Employment,” all or part of your
award may 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,
  

•      you have not returned the required forms specified under
“Release/Certification” within the specified deadline, 
  
 •      you violated any of the provisions as set forth above in “Your Obligations,” or

 

•      the Firm in its sole discretion determines cancellation is appropriate
pursuant to the “Recapture Provision” above, and cancellation occurs within one year after the applicable Exercisable Date (except in the case of Cause, where the entire outstanding award may be cancelled).

		
	 •      Recovery
	  	 In addition, if you received shares under this award resulting from an exercise:

 

•      during the one year prior to the violation of any of the provisions as
set forth above in “Your Obligations,”
  
 •      following termination of employment when you were not in compliance with the employment restrictions then applicable to you during the exercise period,

 

•      during the one year period prior to the termination of your employment
for Cause, including a later determination by the Firm that your employment could have been terminated for Cause (in which case the one year period will be measured from your actual termination date), or

 

•      during the one year period immediately following the date that the
Stock Appreciation Rights became exercisable, provided that during such one year period, the Firm, in its sole discretion, determines that the application of the “Recovery Provisions” above is appropriate to such
exercise(s)
  
 you may be required to pay the Firm an amount equal to the
gain on each such exercise less withholding taxes. Payment may be made in shares of Common Stock or in cash and may be deducted by the Firm from any shares that are subject to restriction on disposition as described above.

 
 You agree that this payment represents recovery of shares to which you were not
entitled under this Award Agreement and is not to be construed in any manner as a penalty. You also 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.
		
	Administrative Provisions	  	 Exercise Procedures/Withholding Taxes: The exercise of Stock Appreciation Rights 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. Under these
procedures, the Firm reserves the right to prohibit exercise of stock appreciation awards for a period of time, such as during a black-out period where trading in the Firm’s stock is restricted, or for legal, accounting or regulatory
reasons. In such an event, the Firm will not change expiration dates or make other adjustments to awards to compensate for the time that exercise is prohibited.
  

Following each exercise, 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). In addition, the Firm, in its sole discretion, may implement any other desirable or necessary procedures, so that appropriate withholding and other taxes
are paid to the competent authorities. This may include, but is not limited to, restricting transferability of the shares.
  
 Assignment or Transfer: Except as otherwise provided in this Award Agreement, Stock Appreciation Rights shall not be assignable or transferable or subject to any lien, obligation or liability. You
may make a gift of unexpired, unexercised Stock Appreciation Rights, 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 Rights 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.
  
 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 herein 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, nor is its value included in any severance
calculation.
  
 Right to Set Off: The Firm may, to the maximum extent
permitted by applicable law, retain for itself funds or securities (i) otherwise payable to you pursuant to this award or (ii) held in your name under any banking, brokerage or other accounts or instruments maintained with the Firm, to satisfy any
obligation or debt that you owe to the Firm.
  

Cancellation/Substitution: JPMorgan Chase may, in its sole discretion and for any reason, cancel outstanding unexercised Stock Appreciation Rights
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 Rights. Such substituted options shall have the same exercise
price, Expiration Date and other terms and conditions that were applicable to the Stock Appreciation Rights; 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.
  
 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 Committee 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 Stock Appreciation Rights (including but not to limited to their Exercise Price) outstanding under this award for such corporate events.










			
		  	 Interpretation/Administration: The Committee 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, (iii) determine the application of the post-employment obligations and cancellation
and recovery provisions, (iv) decide all claims arising with respect to this Award, and (v) delegate such authority as it deems appropriate. Any determination by the Committee or its delegate 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.

 
 This Award is intended to be exempt from the provisions of Section 409A of the
Internal Revenue Code of 1986, as amended (“Section 409A”) and shall be interpreted accordingly. Notwithstanding anything else herein or in the Plan, no action described herein or in the Plan shall be permitted if the Firm determines
such action would result in the imposition of additional tax under Section 409A.
  
 Amendment: The Committee or its delegate reserves the right to amend this Award Agreement in any manner, at any time and for any reason; provided however, that no such amendment shall materially
adversely affect your rights under this Award Agreement without your consent except to the extent that the Committee or its delegate considers advisable to comply with applicable laws, regulatory requirements or take into account changes in or
interpretations of applicable laws or accounting rules or standards. To extent permitted by Section 409A of the Code, a change in a scheduled Exercisable Date shall not be deemed to materially adversely affect your rights under this Award Agreement
and shall not require your 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 of JPMorgan Chase may reform the relevant provisions (e.g. as to length of service, geographical area or scope) to the extent the Firm considered necessary to make the provision enforceable under
applicable law.
  
 Use of Personal Data: By accepting this award, you
have acknowledged that the Firm may use your personal data for purposes of (i) determining your compensation, (ii) payroll activities, including, but not limited to, tax withholding and regulatory reporting, (iii) registration of shares, (iv) at its
discretion, establishing brokerage account on your behalf, and (v) all other lawful purposes related to your employment and this award and that the Firm may provide such data to third party vendors with whom it has contracted to provide such
services. You may terminate this authorization at any time except with respect to tax and regulatory reporting. In such case, your award will be cancelled.
  

Governing Law: This award shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of
law principles.
  
 Choice of Forum: By accepting this award, you agree
that to the extent not otherwise subject to arbitration under an arbitration agreement between you and the Firm, any dispute arising directly or indirectly in connection with this award or the Plan 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. In the event such a dispute is not subject to arbitration for any reason, you agree to accept the exclusive jurisdiction and venue of the United
States District Court for the Southern District of New York with respect to any judicial proceeding in connection with this award or the Plan. You waive, to the fullest extent permitted by law, any objection to personal jurisdiction or to the
laying of venue of such dispute and further agree not to commence any action arising out of or relating to this award or the Plan in any other forum.










			
		  	Waiver of Jury Trial/Class Claims: By accepting this award, you agree with respect to any claim brought in connection with your employment with the Firm (i) to
waive the right to a jury trial and (ii) that any judicial proceeding or arbitration claim will be brought on an individual basis, and you hereby waive any right to submit, initiate, or participate in a representative capacity or as a plaintiff,
claimant or member in a class action, collective action, or other representative or joint action.
		
	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) violation of the JPMorgan Code of Conduct or other Firm
policies or misconduct related to your duties to the Firm (other than an immaterial and inadvertent violation 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.









 JPMORGAN CHASE & CO. LONG-TERM INCENTIVE PLAN 

TERMS AND CONDITIONS OF JANUARY 18, 2012 
 STOCK APPRECIATION RIGHTS 
 Tier 1 

 

			
	Award Agreement	  	 These terms and conditions are made part of the Award Agreement dated as of January 18, 2012 (“Grant Date”)
awarding Stock Appreciation Rights 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
“Definitions” below or elsewhere 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 Rights 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
Rights being exercised. See “Exercise Procedures/Withholding Taxes” for further information.
  
 The purpose of this award is to motivate your future performance for future services to be provided while the award is outstanding and to align your interests with those of the Firm and its shareholders.
Your prior performance was considered as a factor in determining the amount of your award.

		
	 Exercisable Dates/

Expiration Date
	  	 This award is intended and expected to become exercisable on the “Exercisable Dates” set forth in your Award Agreement,
provided that you are continuously employed by the Firm 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. Notwithstanding any provision herein, including but not limited to those provisions governing Job Elimination, Full Career
Eligibility, Death, and Total Disability, no Stock Appreciation Right may be exercised after its Expiration Date.

		
	Bonus Recoupment	  	 In consideration of the grant of this award, you agree that you are subject to the JPMorgan Chase Bonus Recoupment Policy as in
effect from time to time, as it applies both to the cash incentive compensation awarded to you for 2011 and to this award of Stock Appreciation Rights. You can access this policy through the following link:

 

http://www.jpmorganchase.com/corporate/About-JPMC/corporate-governance-principles.htm#recoupment










			
	Recapture Provisions (Detrimental Conduct, Risk-Related and Other Recapture Provisions)	  	Notwithstanding any terms of this Award Agreement to the contrary, JPMorgan Chase reserves the right in its sole discretion to cancel outstanding Stock Appreciation Rights under
this award and/or to recover from you the net gain realized by you on any exercise of Stock Appreciation Rights under this award as set forth in “Remedies”:
		
		  	 •       If you engaged in conduct detrimental to the
Firm, insofar as it causes material financial or reputational harm to the Firm or its business activities, or
  

•       If this award was based on materially inaccurate performance
metrics, whether or not you were responsible for the inaccuracy, or
  
 •       If this award was based on a material misrepresentation by you; or
  

•       If you improperly or with gross negligence failed to identify,
raise or assess, in a timely manner and as reasonably expected, risks and/or concerns with respect to risks material to the Firm or its business activities, or
  

•       If your employment was terminated for Cause (see
“Definitions” below) or the Firm determines after the termination of your employment that your employment could have been terminated for Cause.

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

 
 Job Elimination:

 
 For the one year period commencing with the date of termination of your employment
(or if longer the 90 day period commencing with the Exercisable Date occurring during such one year period), any Stock Appreciation Right that is exercisable on your termination date or becomes exercisable during such period may be exercised by you
in the event that:
  

•       the Director Human Resources of the Firm or nominee in his/her
sole discretion determines 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, and
  

•       you satisfy the Release/Certifications Requirement set forth
below.
  
 Full Career Eligibility:

 
 For the two year period commencing with the date of termination of your employment
(or if longer the 90 day period commencing with the last Exercisable Date occurring during such two year period), any Stock Appreciation Right that is exercisable on your termination date or becomes exercisable during such period may be exercised by
you 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 exercise 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), and
  
 •       you satisfy the Release/Certification Requirements set forth below.
  

After receipt of such advance written notice, the Firm may choose to have you continue to provide services during the 90-day period or shorten the length
of the 90-day notice 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 for employees subject to notice period
policies. (See “Special Notice Period” below.) 










			
		  	 You must notify JPMorgan Chase in advance in writing if you are to perform services for any party or if you are self-employed
following the date of your termination of employment. Failure to provide such notification could impact your right to exercise.
  

Death:
  
 If you die while employed by the Firm, your designated beneficiary on file with the Human Resources Department (or if no beneficiary is on file or survives you, then your estate) may exercise for a two
year period measured from date of your death (or if longer the 90 day period commencing with the last Exercisable Date occurring during such two year period) (i) any Stock Appreciation Rights that were exercisable as of that date and (ii) any Stock
Appreciation Rights that would have become exercisable had you remained employed during such two year period.
  
 Disability:
  
 In
the event that your employment with the Firm terminates because:
  
 (iii)    you are unable to return to work while you are receiving benefits under the JPMorgan Chase Long Term Disability Plan, or for non-U.S. employees, under the equivalent JPMorgan
Chase-sponsored local country plan (“LTD Plan”), or
  
 (iv)     if you are not covered by a LTD Plan, you are unable to return to work due to a long-term disability that would qualify for benefits under the applicable LTD Plan, as
determined by the Firm or a third-party designated by the Firm, and you request in writing the ability to continue to exercise due to such disability within 30 days of the date your employment terminates and provide requested supporting
documentation
  
 then you may exercise for a two year period measured from
the date that your employment terminates any Stock Appreciation Rights that were exercisable as of the date of your termination; provided that you satisfy the Release/Certification Requirements set forth below.

 
 Cancellation after the One or Two Year Period or Ninety Day
Period:
  
 Any Stock Appreciation Rights that are not exercised
within the applicable one or two year period or ninety day period described above will be cancelled.
  
 Release/Certification Requirements:
  
 In order to have all or any portion of your award remain exercisable after the termination of your employment under any of the foregoing circumstances (other than death):

 

•      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

 

•      you also must certify compliance with the above requirements relevant
to you and with all other terms of the Award Agreement (See “Your Obligations” below.), pursuant to procedures established by the Firm in connection with any exercise of Stock Appreciation Rights.

		
	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. Prior to the fifth anniversary of the Grant Date and prior to any exercise date thereafter, JPMorgan Chase may impose, for such date and up to 30 days following
such date, such restrictions on the Common Stock to be issued to you as it may deem









			
		  	appropriate, including, but not limited to, restricting the sale, assignment, transfer, pledge or encumbrance of such Common Stock. The imposition of such restrictions shall not
be deemed an amendment of your Award Agreement subject to your consent. In the Firm’s discretion, such shares may be held in an account with the Firm’s stock transfer agent. 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	  	In consideration of 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, the exercise period),
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 because his
or her job was eliminated, or the individual’s employment with the Firm has been terminated for more than six months, or (iii) to the fullest extent enforceable under applicable law, 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 in verbal, written,
electronic or any other form 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.
		
	 •      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 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 subject to a notice policy, whether by contract or policy, that requires you to provide advance written notice of your
intention to terminate your employment (“Special Notice Period”), then as consideration for this Award, you shall provide the Firm with the necessary advance written notice that applies to you, as specified by such contract or
policy.
  
 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 a 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 cancellation of the award as provided for in “Termination of Employment,” all or part of your
award may 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,
  

•      you have not returned the required forms specified under
“Release/Certification” within the specified deadline, 
  
 •      you violated any of the provisions as set forth above in “Your Obligations,” or

 

•      the Firm in its sole discretion determines cancellation is appropriate
pursuant to the “Recapture Provision” above, and cancellation occurs within one year after the applicable Exercisable Date (except in the case of Cause, where the entire outstanding award may be cancelled).

		
	 •      Recovery
	  	 In addition, if you received shares under this award resulting from an exercise:

 

•      during the one year prior to the violation of any of the provisions as
set forth above in “Your Obligations,”
  
 •      following termination of employment when you were not in compliance with the employment restrictions then applicable to you during the exercise period,

 

•      during the one year period prior to the termination of your employment
for Cause, including a later determination by the Firm that your employment could have been terminated for Cause (in which case the one year period will be measured from your actual termination date), or

 

•      during the one year period immediately following the date that the
Stock Appreciation Rights became exercisable, provided that during such one year period, the Firm, in its sole discretion, determines that the application of the “Recovery Provisions” above is appropriate to such
exercise(s)
  
 you may be required to pay the Firm an amount equal to the
gain on each such exercise less withholding taxes. Payment may be made in shares of Common Stock or in cash and may be deducted by the Firm from any shares that are subject to restriction on disposition as described above.










			
		  	You agree that this payment represents recovery of shares to which you were not entitled under this Award Agreement and is not to be construed in any manner as a penalty. You
also 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.
		
	Administrative Provisions	  	 Exercise Procedures/Withholding Taxes: The exercise of Stock Appreciation Rights 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. Under these
procedures, the Firm reserves the right to prohibit exercise of stock appreciation awards for a period of time, such as during a black-out period where trading in the Firm’s stock is restricted, or for legal, accounting or regulatory
reasons. In such an event, the Firm will not change expiration dates or make other adjustments to awards to compensate for the time that exercise is prohibited.
  

Following each exercise, 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). In addition, the Firm, in its sole discretion, may implement any other desirable or necessary procedures, so that appropriate withholding and other taxes
are paid to the competent authorities. This may include, but is not limited to, restricting transferability of the shares.
  
 Assignment or Transfer: Except as otherwise provided in this Award Agreement, Stock Appreciation Rights shall not be assignable or transferable or subject to any lien, obligation or liability. You
may make a gift of unexpired, unexercised Stock Appreciation Rights, 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 Rights 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.
  
 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 herein 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, nor is its value included in any severance
calculation.
  
 Right to Set Off: The Firm may, to the maximum extent
permitted by applicable law, retain for itself funds or securities (i) otherwise payable to you pursuant to this award or (ii) held in your name under any banking, brokerage or other accounts or instruments maintained with the Firm, to satisfy any
obligation or debt that you owe to the Firm.
  

Cancellation/Substitution: JPMorgan Chase may, in its sole discretion and for any reason, cancel outstanding unexercised Stock Appreciation Rights
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 Rights. Such substituted options shall have the same exercise
price, Expiration Date and other terms and conditions that were applicable to the Stock Appreciation Rights; 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.
  
 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 Committee 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 Stock Appreciation Rights (including but not to limited to their Exercise Price) outstanding under this award for such corporate events.
  

Interpretation/Administration: The Committee 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, (iii) determine the application of the post-employment obligations and cancellation and recovery
provisions, (iv) decide all claims arising with respect to this Award, and (v) delegate such authority as it deems appropriate. Any determination by the Committee or its delegate 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.

 
 This Award is intended to be exempt from the provisions of Section 409A of the
Internal Revenue Code of 1986, as amended (“Section 409A”) and shall be interpreted accordingly. Notwithstanding anything else herein or in the Plan, no action described herein or in the Plan shall be permitted if the Firm determines
such action would result in the imposition of additional tax under Section 409A.
  
 Amendment: The Committee or its delegate reserves the right to amend this Award Agreement in any manner, at any time and for any reason; provided however, that no such amendment shall materially
adversely affect your rights under this Award Agreement without your consent except to the extent that the Committee or its delegate considers advisable to comply with applicable laws, regulatory requirements or take into account changes in or
interpretations of applicable laws or accounting rules or standards. To extent permitted by Section 409A of the Code, a change in a scheduled Exercisable Date shall not be deemed to materially adversely affect your rights under this Award Agreement
and shall not require your 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 of JPMorgan Chase may reform the relevant provisions (e.g. as to length of service, geographical area or scope) to the extent the Firm considered necessary to make the provision enforceable under
applicable law.
  
 Use of Personal Data: By accepting this award, you
have acknowledged that the Firm may use your personal data for purposes of (i) determining your compensation, (ii) payroll activities, including, but not limited to, tax withholding and regulatory reporting, (iii) registration of shares, (iv) at its
discretion, establishing brokerage account on your behalf, and (v) all other lawful purposes related to your employment and this award and that the Firm may provide such data to third party vendors with whom it has contracted to provide such
services. You may terminate this authorization at any time except with respect to tax and regulatory reporting. In such case, your award will be cancelled.
  

Governing Law: This award shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of
law principles.
  
 Choice of Forum: By accepting this award, you agree
that to the extent not otherwise subject to arbitration under an arbitration agreement between you and the Firm, any dispute arising directly or indirectly in connection with this award or the Plan 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. In the










			
		  	 event such a dispute is not subject to arbitration for any reason, you agree to accept the exclusive jurisdiction and venue of the
United States District Court for the Southern District of New York with respect to any judicial proceeding in connection with this award or the Plan. You waive, to the fullest extent permitted by law, any objection to personal jurisdiction or
to the laying of venue of such dispute and further agree not to commence any action arising out of or relating to this award or the Plan in any other forum.
  

Waiver of Jury Trial/Class Claims: By accepting this award, you agree with respect to any claim brought in connection with your employment with the
Firm (i) to waive the right to a jury trial and (ii) that any judicial proceeding or arbitration claim will be brought on an individual basis, and you hereby waive any right to submit, initiate, or participate in a representative capacity or as a
plaintiff, claimant or member in a class action, collective action, or other representative or joint action.

		
	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) violation of the JPMorgan Code of Conduct or other Firm
policies or misconduct related to your duties to the Firm (other than an immaterial and inadvertent violation 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.









 JPMORGAN CHASE & CO. LONG-TERM INCENTIVE PLAN 

TERMS AND CONDITIONS OF JANUARY 18, 2012 
 STOCK APPRECIATION RIGHTS 
 OPERATING COMMITTEE 

 

			
	Award Agreement	  	 These terms and conditions are made part of the Award Agreement dated as of January 18, 2012 (“Grant Date”)
awarding Stock Appreciation Rights 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
“Definitions” below or elsewhere 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 Rights 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
Rights being exercised. See “Exercise Procedures/Withholding Taxes” for further information.
  
 The purpose of this award is to motivate your future performance for future services to be provided while the award is outstanding and to align your interests with those of the Firm and its shareholders.
Your prior performance was considered as a factor in determining the amount of your award.










			
	 Exercisable Dates/

Expiration Date
	  	 This award is intended and expected to become exercisable on the “Exercisable Dates” set forth in your Award Agreement,
provided that you are continuously employed by the Firm through the relevant Exercisable Date or you meet the requirements to allow your award to remain outstanding upon termination of employment as described below. However, the number of Stock
Appreciation Rights that have not yet become exercisable may be reduced (and therefore may be cancelled) or Exercisable Dates may be deferred (but not beyond the Expiration Date), in the event that the Chief Executive Officer of JPMorgan Chase
(“CEO”) determines that your performance in relation to the priorities for your position or the Firm’s performance in relation to the priorities for which you share responsibility as a member of the Operating Committee has been
unsatisfactory for a sustained period of time. Among the factors the CEO may consider in assessing performance are net income, net revenue, return on equity, earnings per share and capital ratios of the Firm, both on an absolute basis and, as
appropriate, relative to peer firms. Such a determination is subject to ratification by the Compensation and Management Development Committee of the Board of Directors of JPMorgan Chase (“Committee”). In the case of an award to the CEO,
such determinations shall be made by the Committee.
  
 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. Notwithstanding any provision herein, including but not limited to
those provisions governing Job Elimination, Full Career Eligibility, Death, and Total Disability, no Stock Appreciation Right may be exercised after its Expiration Date.

		
	Bonus Recoupment	  	 In consideration of the grant of this award, you agree that you are subject to the JPMorgan Chase Bonus Recoupment Policy as in
effect from time to time, as it applies both to the cash incentive compensation awarded to you for 2011 and to this award of Stock Appreciation Rights. You can access this policy through the following link:

 

http://www.jpmorganchase.com/corporate/About-JPMC/corporate-governance-principles.htm#recoupment

		
	 Recapture Provisions

(Detrimental Conduct,
 Risk-Related and
Other Recapture Provisions)
	  	 Notwithstanding any terms of this Award Agreement to the contrary, JPMorgan Chase reserves the right in its sole discretion to cancel
outstanding Stock Appreciation Rights under this award and/or to recover from you the net gain realized by you on any exercise of Stock Appreciation Rights under this award as set forth in “Remedies”:

 

•       If you engaged in conduct detrimental to the Firm, insofar as it
causes material financial or reputational harm to the Firm or its business activities, or
  

•       If this award was based on materially inaccurate performance
metrics, whether or not you were responsible for the inaccuracy, or
  
 •       If this award was based on a material misrepresentation by you, or
  

•       If you improperly or with gross negligence failed to identify,
raise or assess, in a timely manner and as reasonably expected, risks and/or concerns with respect to risks material to the Firm or its business activities, or
  

•       If your employment was terminated for Cause (see
“Definitions” below) or the Firm determines after the termination of your employment that your employment could have been terminated for Cause.

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

 
 Job Elimination:

 
 For the one year period commencing with the date of termination of your employment
(or if longer the 90 day period commencing with the Exercisable Date occurring during such one year period), any Stock Appreciation Right that is exercisable on your termination date or becomes exercisable during such period may be exercised by you
in the event that:
  

•       the Director Human Resources of the Firm or nominee in his/her
sole discretion determines 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, and
  

•    you satisfy the Release/Certifications Requirement set forth below.

 
 Full Career Eligibility:

 
 For the two year period commencing with the date of termination of your employment
(or if longer the 90 day period commencing with the last Exercisable Date occurring during such two year period), any Stock Appreciation Right that is exercisable on your termination date or becomes exercisable during such period may be exercised by
you 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 exercise 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), and
  
 •      you satisfy the Release/Certification Requirements set forth below.
  

After receipt of such advance written notice, the Firm may choose to have you continue to provide services during the 90-day period or shorten the length
of the 90-day notice 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 for employees subject to notice period
policies. (See “Special Notice Period” below.)
  
 You must
notify JPMorgan Chase in advance in writing if you are to perform services for any party or if you are self-employed following the date of your termination of employment. Failure to provide such notification could impact your right to
exercise.
  
 Death:

 
 If you die while employed by the Firm, your designated beneficiary on file with the
Human Resources Department (or if no beneficiary is on file or survives you, then your estate) may exercise for a two year period measured from date of your death (or if longer the 90 day period commencing with the last Exercisable Date occurring
during such two year period) (i) any Stock Appreciation Rights that were exercisable as of that date and (ii) any Stock Appreciation Rights that would have become exercisable had you remained employed during such two year period.

 
 Disability:

 
 In the event that your employment with the Firm terminates because:

 
 (v)      you
are unable to return to work while you are receiving benefits under the JPMorgan Chase Long Term Disability Plan, or for non-U.S. employees, under the equivalent JPMorgan Chase-sponsored local country plan (“LTD Plan”), or

 
 (vi)     if you are
not covered by a LTD Plan, you are unable to return to work due to a long-term disability that would qualify for benefits under the applicable LTD Plan, as determined by the Firm or a third-party designated by the Firm, and you request in writing
the ability to continue to exercise due to such disability within 30 days of the date your employment terminates and provide requested supporting documentation
  

then you may exercise for a two year period measured from the date that your employment terminates any Stock Appreciation Rights that were exercisable as
of the date of your termination; provided that you satisfy the Release/Certification Requirements set forth below.










			
		  	 Cancellation after the One or Two Year Period or Ninety Day Period:

 
 Any Stock Appreciation Rights that are not exercised within the applicable one or two
year period or ninety day period described above will be cancelled.
  

Release/Certification Requirements
  

In order to have all or any portion of your award remain exercisable after the termination of your employment under any of the foregoing circumstances
(other than death):
  

•      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

 

•      you also must certify compliance with the above requirements relevant
to you and with all other terms of the Award Agreement (See “Your Obligations” below.), pursuant to procedures established by the Firm in connection with any exercise of Stock Appreciation Rights.

		
	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. Prior to the fifth anniversary of the Grant Date and prior to any exercise date thereafter, JPMorgan Chase may impose, for such date and up to 30 days following
such date, such restrictions on the Common Stock to be issued to you as it may deem appropriate, including, but not limited to, restricting the sale, assignment, transfer, pledge or encumbrance of such Common Stock. The imposition of such
restrictions shall not be deemed an amendment of your Award Agreement subject to your consent. In the Firm’s discretion, such shares may be held in an account with the Firm’s stock transfer agent. 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	  	In consideration of 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, the exercise period),
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 because his
or her job was eliminated, or the individual’s employment with the Firm has been terminated for more than six months, or (iii) to the fullest extent enforceable under applicable law, 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 in verbal, written,
electronic or any other form 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.
		
	 •      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 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 subject to a notice policy, whether by contract or policy, that requires you to provide advance written notice of your
intention to terminate your employment (“Special Notice Period”), then as consideration for this Award, you shall provide the Firm with the necessary advance written notice that applies to you, as specified by such contract or
policy.
  
 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 a 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 cancellation of the award as provided for in “Termination of Employment,” all or part of your
award may 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,










			
		  	 •      you have not returned the required forms specified
under “Release/Certification” within the specified deadline,
  
 •      you violated any of the provisions as set forth above in “Your Obligations,” or

 

•      the Firm in its sole discretion determines cancellation is appropriate
pursuant to the “Recapture Provision” above, and cancellation occurs within one year after the applicable Exercisable Date (except in the case of Cause, where the entire outstanding award may be cancelled).

		
	 •    Recovery
	  	 In addition, if you received shares under this award resulting from an exercise:

 

•      during the one year prior to the violation of any of the provisions as
set forth above in “Your Obligations,”
  
 •      following termination of employment when you were not in compliance with the employment restrictions then applicable to you during the exercise period,

 

•      during the one year period prior to the termination of your employment
for Cause, including a later determination by the Firm that your employment could have been terminated for Cause (in which case the one year period will be measured from your actual termination date), or

 

•      during the one year period immediately following the date that the
Stock Appreciation Rights became exercisable, provided that during such one year period, the Firm, in its sole discretion, determines that the application of the “Recovery Provisions” above is appropriate to such
exercise(s)
  
 you may be required to pay the Firm an amount equal to the
gain on each such exercise less withholding taxes. Payment may be made in shares of Common Stock or in cash and may be deducted by the Firm from any shares that are subject to restriction on disposition as described above.

 
 You agree that this payment represents recovery of shares to which you were not
entitled under this Award Agreement and is not to be construed in any manner as a penalty. You also 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.

		
	Administrative Provisions	  	 Exercise Procedures/Withholding Taxes: The exercise of Stock Appreciation Rights 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. Under these
procedures, the Firm reserves the right to prohibit exercise of stock appreciation awards for a period of time, such as during a black-out period where trading in the Firm’s stock is restricted, or for legal, accounting or regulatory
reasons. In such an event, the Firm will not change expiration dates or make other adjustments to awards to compensate for the time that exercise is prohibited.
  

Following each exercise, 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). In addition, the Firm, in its sole discretion, may implement any other desirable or necessary procedures, so that appropriate withholding and other taxes
are paid to the competent authorities. This may include, but is not limited to, restricting transferability of the shares.
  
 Assignment or Transfer: Except as otherwise provided in this Award Agreement, Stock Appreciation Rights shall not be assignable or transferable or subject to any lien, obligation or liability. You
may make a gift of unexpired, unexercised Stock Appreciation Rights, 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 Rights 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.
  

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 herein 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, nor is its value included in any severance calculation.
  
 Right to Set Off: The Firm may, to the maximum extent permitted by applicable law, retain for itself funds or securities (i) otherwise payable to you pursuant to this award or (ii) held in your
name under any banking, brokerage or other accounts or instruments maintained with the Firm, to satisfy any obligation or debt that you owe to the Firm.
  

Cancellation/Substitution: JPMorgan Chase may, in its sole discretion and for any reason, cancel outstanding unexercised Stock Appreciation Rights
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 Rights. Such substituted options shall have the same exercise
price, Expiration Date and other terms and conditions that were applicable to the Stock Appreciation Rights; 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.
  
 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 Committee 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 Stock Appreciation Rights (including but not to limited to their Exercise Price) outstanding under this award for such corporate events.

 
 Interpretation/Administration: The Committee 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, (iii) determine the application of
the post-employment obligations and cancellation and recovery provisions, (iv) decide all claims arising with respect to this Award, and (v) delegate such authority as it deems appropriate. Any determination by the Committee or its delegate 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.
  
 This Award is intended to be exempt from the provisions of
Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and shall be interpreted accordingly. Notwithstanding anything else herein or in the Plan, no action described herein or in the Plan shall be permitted if
the Firm determines such action would result in the imposition of additional tax under Section 409A.”
  
 Amendment: The Committee or its delegate reserves the right to amend this Award Agreement in any manner, at any time and for any reason; provided however, that no such amendment shall materially
adversely affect your rights under this Award Agreement without your consent except to the extent that the Committee or its delegate considers advisable to comply with applicable laws, regulatory requirements or take into account changes in or
interpretations of applicable laws or accounting rules or standards. To extent permitted by Section 409A of the Code, a change in a scheduled Exercisable Date shall not be deemed to materially adversely affect your rights under this Award Agreement
and shall not require your 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 of JPMorgan Chase may reform the relevant provisions (e.g. as to length of service, geographical area or scope) to the extent the Firm considered necessary to make the provision
enforceable under applicable law.
  
 Use of Personal Data: By
accepting this award, you have acknowledged that the Firm may use your personal data for purposes of (i) determining your compensation, (ii) payroll activities, including, but not limited to, tax withholding and regulatory reporting, (iii)
registration of shares, (iv) at its discretion, establishing brokerage account on your behalf, and (v) all other lawful purposes related to your employment and this award and that the Firm may provide such data to third party vendors with whom it
has contracted to provide such services. You may terminate this authorization at any time except with respect to tax and regulatory reporting. In such case, your award will be cancelled.

 
 Governing Law: This award shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflict of law principles.
  
 Choice of Forum: By accepting this award, you agree that to the extent not otherwise subject to arbitration under an arbitration agreement between you and the Firm, any dispute arising directly or
indirectly in connection with this award or the Plan 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. In the event such a dispute is not subject
to arbitration for any reason, you agree to accept the exclusive jurisdiction and venue of the United States District Court for the Southern District of New York with respect to any judicial proceeding in connection with this award or the Plan.
You waive, to the fullest extent permitted by law, any objection to personal jurisdiction or to the laying of venue of such dispute and further agree not to commence any action arising out of or relating to this award or the Plan in any other
forum.
  
 Waiver of Jury Trial/Class Claims: By accepting this award,
you agree with respect to any claim brought in connection with your employment with the Firm (i) to waive the right to a jury trial and (ii) that any judicial proceeding or arbitration claim will be brought on an individual basis, and you hereby
waive any right to submit, initiate, or participate in a representative capacity or as a plaintiff, claimant or member in a class action, collective action, or other representative or joint action.

		
	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) violation of the JPMorgan Code of Conduct or other Firm
policies or misconduct related to your duties to the Firm (other than an immaterial and inadvertent violation 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.









 JPMORGAN CHASE & CO. LONG-TERM INCENTIVE PLAN 

TERMS AND CONDITIONS OF JANUARY 18, 2012 
 RESTRICTED STOCK UNIT AWARD 
  

			
	Award Agreement	  	 These terms and conditions are made part of the Award Agreement dated as of January 18, 2012 (“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
“Definitions” below or elsewhere 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 to motivate your future performance for
services to be provided during the vesting periods and to align your interests with those of the Firm and its shareholders. Your prior performance was considered as a factor in determining the amount of your award.

		
	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 under this award.
		
	 Vesting Dates,

Vesting Periods
	  	 This award is intended and expected to 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. However, vesting is subject to the “Recapture Provisions” below.

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

		
	Bonus Recoupment	  	 In consideration of the grant of this award, you agree that you are subject to the JPMorgan Chase Bonus Recoupment Policy as in
effect from time to time as it applies both to the cash incentive compensation awarded to you for 2011 and to this award. You can access this policy through the following link:

 

http://www.jpmorganchase.com/corporate/About-JPMC/corporate-governance-principles.htm#recoupment










			
	 Recapture Provisions

(Detrimental Conduct,
 Risk-Related and
Other Recapture Provisions)
	  	 Notwithstanding any terms of this Award Agreement to the contrary, JPMorgan Chase reserves the right in its sole discretion to cancel
your outstanding restricted stock units under this award and/or to recover from you an amount equal to the Fair Market Value (determined as of the vesting date) of the net number of shares distributed to you under this award:

 
 •      If
you engaged in conduct detrimental to the Firm insofar as it causes material financial or reputational harm to the Firm or its business activities, or
  

•      If this award was based on materially inaccurate performance metrics,
whether or not you were responsible for the inaccuracy, or
  
 •      If this award was based on a material misrepresentation by you, or
  

•      If your employment was terminated for Cause (see
“Definitions” below) or the Firm determines after the termination of your employment that your employment could have been terminated for Cause.
  

See “Remedies” below for additional information. The Firm’s right to cancel and/or recover value of this award (or any cash bonus)
under the JPMorgan Chase Bonus Recoupment Policy and the other provisions of this award relate to the organizational goals of the Firm as that as defined regulations issued under Section 409A of the Internal Revenue Code
(“Code”).










			
	Termination of Employment	  	Except as explicitly set forth below under “Job Elimination,” “Full Career Eligibility,” “Government Office,”
“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, Government Office, Disability	  	 You will be eligible to continue to vest in your outstanding restricted stock units under the terms of 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 his or her sole
discretion determines 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, and
  

•      you satisfy the Release/Certification Requirements set forth
below.
  
 Full Career Eligibility:

 
 This award will continue to vest on the original schedule, subject to the prior
written consent of the Firm, 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), and
  
 •      you satisfy the Release/Certification Requirements set forth 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. The foregoing clause dealing with Full Career Eligibility has no application to any United States
taxpayer who is or becomes subject to Section 457A of the Code.
  
 You must
notify JPMorgan Chase in writing in 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.

 
 Additional advance notice requirements may apply for employees subject to notice
period policies. (See “Special Notice Period” below.)
  

Government Office:
  
 All or a portion of this award may continue to vest on the original schedule if you voluntarily resign to accept a Government Office or become a candidate for an elective Government Office, as described
at the end of these terms and conditions under the section “Government Office.”










			
		  	 Disability:
  

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

 

•       your employment with the Firm terminates because (i) you are
unable to return to work while you are receiving benefits under the JPMorgan Chase Long Term Disability Plan, or for non-U.S. employees, under the equivalent JPMorgan Chase-sponsored local country plan (“LTD Plan”), or (ii) if you are not
covered by a LTD Plan, you are unable to return to work due to a long-term disability that would qualify for benefits under the applicable LTD Plan, as determined by the Firm or a third-party designated by the Firm, and you request in writing
continued vesting due to such disability within 30 days of the date your employment terminates and provide requested supporting documentation; and
  

•       you satisfy the Release/Certification Requirements set forth
below.

		
	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” below.)

		
	Death	  	If you die while you are eligible to vest in restricted stock units under this award, the restricted stock 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.
		
	Your Obligations	  	In consideration of 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 because his or her job was eliminated, or the individual’s employment with the Firm has been terminated for more than six months, (iii) to the fullest extent
enforceable under applicable law, 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 in verbal, written,
electronic or any other form, that is intended to, or reasonably could be foreseen to, disparage, 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 subject to a notice period, whether by contract or by policy, that requires you to provide advance written notice of your
intention to terminate your employment (“Special Notice Period”), then as consideration for this Award, you shall provide the Firm with the necessary advance written notice that applies to you, as specified by such contract or
policy.
  
 After receipt of your 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 a 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 “Recapture
Provisions”, your outstanding restricted stock units under this award may 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 Disability, or

 

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










			
	 •       Recovery
	  	 In addition, you may be required to pay the Firm 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,
  

•       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,

 

•       for a period up to one year after shares are distributed under
this award (or any longer period applicable in the case of termination for Cause), to the extent that the Firm determines appropriate pursuant to “Recapture Provisions” above.

 
 Payment may be made in shares of Common Stock or in cash. You agree that this
repayment will be a recovery of shares to which you were not entitled under this agreement and is not to be construed in any manner as a penalty. You also 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.

		
	Administrative Provisions	  	 Withholding Taxes: Except as described in the next two sentences, 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). Alternatively, the Firm, in its sole discretion, may implement any other desirable or
necessary procedures, so that appropriate withholding and other taxes are paid to the competent authorities with respect to the vested shares, dividend equivalents and the award This may include but is not limited to (i) a market sale of a number of
such shares on your behalf substantially equal to the withholding or other taxes, (ii) to the extent required by law, withhold from cash compensation, an amount equal to any withholding obligation with respect to vested shares, the award and
dividend equivalents, and (iii) retaining vested shares or dividend equivalents until you pay any taxes associated with the shares, the dividend equivalents or the award directly to the competent authorities. For United States tax purposes, dividend
equivalents are treated as wages and subject to tax withholding when paid.
  

Right to Set Off: The Firm may, to the maximum extent permitted by applicable law, retain for itself funds or securities (i) otherwise payable to
you pursuant to this award, or (ii) held in your name under any banking, brokerage or other accounts or instruments maintained with the Firm, to satisfy any obligation or debt that you owe to the Firm. The Firm may not retain such funds or
securities payable under this award 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. Prior to any vesting date, JPMorgan Chase may impose, as of such vesting date and for up to 30 days following such
date, such restrictions on the Common Stock to be issued to you as it may deem appropriate, including, but not limited to, restricting the sale, transfer, pledge, assignment or encumbrance of such shares of Common Stock. The imposition of such
restrictions shall not be deemed an amendment of your Award Agreement subject to your consent. Shares will be issued in accordance with JPMorgan Chase’s procedures for issuing stock. By accepting this award, you authorize the Firm, in its
discretion, to establish on your behalf a brokerage account in your name with the Firm and deliver to that brokerage account any vested shares derived from the award and, for avoidance of doubt, you further agree that it shall apply to prior awards.
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 and its value is not compensation for purposes of determining severance.

 
 Section 409A Compliance: To the extent that Section 409A of the Code is
applicable to an award, distributions of shares and cash thereunder are intended to comply with Section 409A of the Code, and the Agreement Award shall be interpreted in a manner consistent with such intent.

 
 Notwithstanding anything herein to the contrary, if you (i) are subject to taxation
under the Code, (ii) are a specified employee as defined in the JPMorgan Chase 2005 Deferred Compensation Plan and (iii) have incurred a separation from service (as defined In that Plan) and if any units/shares under this award represent deferred
compensation as defined in Section 409A and such shares 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 regulations issued under 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 Committee 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 Committee 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; (iii) determine application of the post-employment obligations and cancellation and recovery provisions;
(iv) decide all claims arising with respect to this Award; and (v) delegate such authority as it deems appropriate. Any determination by such Committee or its delegate shall be binding on all parties.

 
 Notwithstanding anything herein to the contrary, the Firm’s and the
Committee’s determinations under the Plan and the Award Agreements are not required to be uniform. By way of clarification, the Committee and the Firm shall be entitled to make non-uniform and selective determinations and modifications under
Award Agreements and the Plan.
  
 Amendment: The Committee or its
delegate reserves the right to amend this Award Agreement in any manner, at any time and for any reason; provided, however, that no such amendment shall materially adversely affect your rights under this Award Agreement without your consent except
to the extent that the Committee or its delegate considers advisable to comply with applicable laws, regulatory requirements or take into account changes in or interpretations of applicable laws or accounting rules or standards. To extent permitted
by Section 409A of the Code, a change in a scheduled vesting date and










			
		  	 any restrictions imposed with respect to shares of Common Stock that are issued to you as set forth in under the “No Ownership
Rights” shall not be deemed to materially adversely affect your rights under this Award Agreement requiring your 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.
  
 Accelerated Distribution for Ethics or Conflict Reasons Resulting From Employment by a Government Entity: Upon receipt of satisfactory evidence that applicable United States federal, state, local,
foreign or supranational ethics or conflict of interest laws or regulations require you to divest your interest in JPMorgan Chase restricted stock units, the Firm may accelerate the distribution of all or part of your outstanding award effective as
of the required divesture date; provided that no accelerated distribution shall occur if the Firm determines that such acceleration will violate Section 409A of the Code. If you have voluntarily terminated your employment and have satisfied the
requirements of the “Government Office” section of this award, acceleration shall apply (to extent required) to the percentage of your outstanding award that would continue to vest under that section. In the case of a termination of
employment where the award is outstanding as a result of “Job Elimination” or “Full Career Eligibility”, then acceleration shall apply, to the extent required, to the full outstanding award. Notwithstanding
accelerated distribution pursuant to the foregoing, you will remain subject to the applicable terms of your Award Agreement as if your award had remained outstanding for the duration of the original vesting period, including, but not limited to,
repayment obligations and employment restrictions in the case of “Full Career Eligibility” or “Government Office.”
  

Use of Personal Data: By accepting this award, you have acknowledged that the Firm may use your personal data for purposes of (i) determining your
compensation, (ii) payroll activities, including, but not limited to, tax withholding and regulatory reporting, (iii) registration of shares and units, (iv) establishing brokerage account on your behalf, and (v) all other lawful purposes related to
your employment and this award and that the Firm may provide such data to third party vendors with whom it has contracted to provide such services. You may terminate this authorization at any time except with respect to tax and regulatory reporting.
In such case, your award will be cancelled.
  
 Governing Law: This
award shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles.
  

Choice of Forum: By accepting this award, you agree that to the extent not otherwise subject to arbitration under an arbitration agreement between
you and the Firm, any dispute arising directly or indirectly in connection with this award or the Plan 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. In the event such a dispute is not subject to arbitration for any reason, you agree to accept the exclusive jurisdiction and venue of the United States District Court for the Southern District of New York with respect to any
judicial proceeding in connection with this award or the Plan. You waive, to the fullest extent permitted by law, any objection to personal jurisdiction or to the laying of venue of such dispute and further agree not to commence any action arising
out of or relating to this award or the Plan in any other forum.










			
		  	 Waiver of Jury Trial/Class Claims: By accepting this award, you agree, with respect to any claim

brought in connection with your employment with the Firm (i) to waive the right to a jury trial and (ii) that any judicial proceeding or arbitration claim
will be brought on an individual basis, and you hereby waive any right to submit, initiate, or participate in a representative capacity or as a plaintiff, claimant or member in a class action, collective action, or other representative or joint
action.
  
 Nontransferability: Neither this award or any other
outstanding awards of restricted stock units, nor your interests or rights in any such awards, shall be assigned, pledged, transferred, hypothecated or subject to any lien. An award may be transferred following your death by will, the laws of
descent or by a beneficiary designation on file with the Firm.

		
	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) 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 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,
  

•      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.
  
 “Government Office”
means (i) a full-time position in an elected or appointed office in local, state, or federal government (including equivalent positions outside the U.S. or in a supranational organization), not reasonably anticipated to be a full-career position, or
(ii) conducting a bona fide full-time campaign for such an elective public office after formally filing for candidacy, where it is customary and reasonably necessary to campaign full-time for the office.

 
 “Not-for-Profit Organization” means an entity exempt from tax under state
law and under Section 501(c)(3) of the 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.









 Government Office 
 You may be eligible to continue vesting in all or part of your award if you voluntarily resign to accept a Government Office (as defined below) or to become a candidate for an elective Government Office.

 Eligibility 
 Eligibility for
continued vesting is conditioned on your providing the Firm: 
  

	 	•	 	 At least 60 days’ advance written notice of your intention to resign to accept or pursue a Government Office, during which period you must perform
in a cooperative and professional manner services requested by the Firm and not provide services for any other employer. The Firm may elect to shorten this notice period at the Firm’s discretion. 



 

	 	•	 	 Confirmation, in a form satisfactory to the Firm, that vesting in this award pursuant to this provision would not violate any applicable law,
regulation or rule. 


  

	 	•	 	 Documentation in a form satisfactory to the Firm that your resignation is for the purpose of accepting a Government Office or becoming a candidate for
a Government Office. 


 Continued vesting 
 Subject to the conditions below, the percentage of your outstanding awards with respect to each vesting date that will continue to vest in accordance with this award’s original schedule will be based
on your years of continuous service completed with the Firm immediately preceding your termination date, as follows: 
  

	 	•	 	 50% if you have at least 3 but less than 4 years of continuous service, 



 

	 	•	 	 75% if you have at least 4 but less than 5 years of continuous service, or 



 

	 	•	 	 100% if you have 5 or more years of continuous service. 


 The portion of the award not subject to continued vesting will be cancelled on the date your employment terminates. 
 Conditions for Continued Vesting 
  

	 	•	 	 You must remain in a non-elective Government Office for two or more years after your employment with the Firm terminates. 



 

	 	•	 	 In the case of resignation from the Firm to campaign for an elective Government Office, your name must be on the primary or final public ballot for the
election. (If you are not elected, see below for employment restrictions.) 


 Satisfaction of Conditions for Continued
Vesting 
 If your service in a Government Office ends two years or more after your employment with the Firm terminates, or in the case of
resignation from the Firm to campaign for a Government Office, your name is on the primary or final public ballot for the election and you are not elected, any awards then outstanding and any awards that would have then been outstanding but for an
accelerated distribution of shares (as described in the “Administrative Provisions” under the heading “Accelerated Distribution for Ethics or Conflict Reasons Resulting From Employment by a Government
Entity”) will be subject for the remainder of the applicable vesting period to the same terms and conditions of this Award Agreement, including employment restrictions during the vesting period, as if you had resigned from the Firm having
met the requirements for Full Career Eligibility. If you breach “Your Obligations” or fail to comply with requirements of “Full Career Eligibility”, for example, by becoming employed by a Financial Service Company,
during the remaining vesting period, you will be required to repay the Fair Market Value, determined as of the date the shares were distributed, of any shares that would not otherwise have vested during that period. 

Failure to Satisfy Conditions for Continued Vesting 
 If you do not satisfy the above “Conditions for Continued Vesting,” your award will be immediately cancelled. You also will be required to repay the Fair Market Value of any shares that
were distributed to you that would have been outstanding as restricted stock units on the date you failed to satisfy the “Condition for Continued Vesting” but for their accelerated distribution (as described in the “Administrative
Provisions” under the heading “Accelerated Distribution for Ethics or Conflict Reasons Resulting From Employment by a Government Entity”). Fair Market Value for this purpose will be determined as the date that the
shares were distributed. 
 Full Career Eligibility 
 The “Government Office” section of this award does not apply to you if you satisfy the requirement for “Full Career Eligibility” as of the date that you voluntarily
terminate your employment with the Firm. 







 JPMORGAN CHASE & CO. LONG-TERM INCENTIVE PLAN 

TERMS AND CONDITIONS OF JANUARY 18, 2012 
 RESTRICTED STOCK UNIT AWARD 
 Tier 1 

 

			
	Award Agreement	  	 These terms and conditions are made part of the Award Agreement dated as of January 18, 2012 (“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
“Definitions” below or elsewhere 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 to motivate your future performance for
services to be provided during the vesting periods and to align your interests with those of the Firm and its shareholders. Your prior performance was considered as a factor in determining the amount of your award.

		
	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 under this award.
		
	 Vesting Dates,

Protection-Based Vesting
	  	 This award is intended and expected to 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. However, vesting is subject to the “Recapture Provisions” below and the following protection-based vesting
provisions.
  
 If for any calendar year ending during the vesting period, a
Line of Business in which you are employed on the grant date or during the vesting period does not meet its Line of Business Financial Threshold, then up to 50% of the restricted stock units outstanding under this award and scheduled to vest on
January 13, 2015 may be cancelled, if the Review Committee determines that cancellation is appropriate in light of the facts and circumstances that led to the financial results. Among the facts and circumstances to be considered in making such
a determination will be the causes of the financial results, who bears responsibility for the results, the degree of internal control over the results and Line of Business performance relative to comparable businesses in peer firms. See
“Definitions” below for the meaning of capitalized terms.










			
		  	Any determination above with respect to performance-based vesting provisions is subject to ratification by the Compensation and Management Development Committee of the Board of
Directors of JPMorgan Chase (“Committee”).
		
	Vesting Periods	  	The period from the Grant Date to each vesting date will be a separate “vesting period.”
		
	Bonus Recoupment	  	 In consideration of the grant of this award, you agree that you are subject to the JPMorgan Chase Bonus Recoupment Policy as in
effect from time to time as it applies both to the cash incentive compensation awarded to you for 2011 and to this award. You can access this policy through the following link:

 

http://www.jpmorganchase.com/corporate/About-JPMC/corporate-governance-principles.htm#recoupment

		
	 Recapture Provisions

(Detrimental Conduct,
 Risk-Related and
Other Recapture Provisions)
	  	 Notwithstanding any terms of this Award Agreement to the contrary, JPMorgan Chase reserves the right in its sole discretion to cancel
your outstanding restricted stock units under this award and/or to recover from you an amount equal to the Fair Market Value (determined as of the vesting date) of the net number of shares distributed to you under this award:

 
 •      If
you engaged in conduct detrimental to the Firm insofar as it causes material financial or reputational harm to the Firm or its business activities, or
  

•      If this award was based on materially inaccurate performance metrics,
whether or not you were responsible for the inaccuracy, or
  
 •      If this award was based on a material misrepresentation by you, or
  

•      If you improperly or with gross negligence failed to identify, raise or
assess, in a timely manner and as reasonably expected, risks and/or concerns with respect to risks material to the Firm or its business activities, or
  

•      If your employment was terminated for Cause (see
“Definitions” below) or the Firm determines after the termination of your employment that your employment could have been terminated for Cause.
  

See “Remedies” below for additional information. The Firm’s right to cancel and/or recover value of this award (or any cash bonus)
under the JPMorgan Chase Bonus Recoupment Policy and the other provisions of this award relate to the organizational goals of the Firm as that as defined regulations issued under Section 409A of the Internal Revenue Code
(“Code”).

		
	Termination of Employment	  	Except as explicitly set forth below under “Job Elimination,” “Full Career Eligibility,” “Government Office,”
“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, Government Office, Disability	  	 You will be eligible to continue to vest in your outstanding restricted stock units under the terms of 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 his or her sole
discretion determines 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, and
  

•      you satisfy the Release/Certification Requirements set forth
below.
  
 Full Career Eligibility:

 
 This award will continue to vest on the original schedule, subject to the prior
written consent of the Firm, 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), and
  
 •      you satisfy the Release/Certification Requirements set forth 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. The foregoing clause dealing with Full Career Eligibility has no application to any United States
taxpayer who is or becomes subject to Section 457A of the Code.
  
 With
respect to Full Career Eligibility, you must notify JPMorgan Chase in writing in 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.
  
 Additional advance notice requirements may apply for
employees subject to notice period policies. (See “Special Notice Period” below.)
  
 Government Office:
  
 All
or a portion of this award may continue to vest on the original schedule if you voluntarily resign to accept a Government Office or become a candidate for an elective Government Office, as described at the end of these terms and conditions under the
section “Government Office.”
  

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

•      your employment with the Firm terminates because (i) you are unable to
return to work while you are receiving benefits under the JPMorgan Chase Long Term Disability Plan, or for non-U.S. employees, under the equivalent JPMorgan Chase-sponsored local country plan (“LTD Plan”), or (ii) if you are not covered by
a LTD Plan, you are unable to return to work due to a disability (as defined by the applicable) that would qualify for benefits under the applicable LTD Plan, as determined by the Firm or a third-party designated by the Firm; provided that you (x)
request in writing continued vesting due to such disability within 30 days of the date your employment terminates, and (y) provide requested supporting documentation; and

 

•      you satisfy the Release/Certification Requirements set forth
below.










			
	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” below.)

		
	Death	  	If you die while you are eligible to vest in restricted stock units under this award, the restricted stock 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.
		
	Your Obligations	  	In consideration of 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 because his or her job was eliminated, or the individual’s employment with the Firm has been terminated for more than six months, (iii) to the fullest extent
enforceable under applicable law, 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 in verbal, written,
electronic or any other form, that is intended to, or reasonably could be foreseen to, disparage, 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 subject to a notice period, whether by contract or by policy, that requires you to provide advance written notice of your
intention to terminate your employment (“Special Notice Period”), then as consideration for this Award, you shall provide the Firm with the necessary advance written notice that applies to you, as specified by such contract or
policy.
  
 After receipt of your 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 a 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 “Protection-Based Vesting,” “Termination of
Employment” and “Recapture Provisions”, your outstanding restricted stock units under this award may 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 Disability, or

 

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

		
	 •    Recovery
	  	 In addition, you may be required to pay the Firm 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,
  

•      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,
  

•      for a period up to one year after shares are distributed under this
award (or any longer period applicable in the case of termination for Cause), to the extent that the Firm determines appropriate pursuant to “Recapture Provisions” above.

 
 Payment may be made in shares of Common Stock or in cash. You agree that this
repayment will be a recovery of shares to which you were not entitled under this agreement and is not to be construed in any manner as a penalty. You also 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.
		
	Administrative Provisions	  	 Withholding Taxes: Except as described in the next two sentences, 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). Alternatively, the Firm, in its sole discretion, may implement any other desirable or
necessary procedures, so that appropriate withholding and other taxes are paid to the competent authorities with respect to the vested shares, dividend equivalents and the award This may include but is not limited to (i) a market sale of a number of
such shares on your behalf substantially equal to the withholding or other taxes, (ii) to the extent required by law, withhold from cash compensation, an amount equal to any withholding obligation with respect to vested shares, the award and
dividend equivalents, and (iii) retaining vested shares or dividend equivalents until you pay any taxes associated with the shares, the dividend equivalents or the award directly to the competent authorities. For United States tax purposes, dividend
equivalents are treated as wages and subject to tax withholding when paid.
  

Right to Set Off: The Firm may, to the maximum extent permitted by applicable law, retain for itself funds or securities (i) otherwise payable to
you pursuant to this award, or (ii) held in your name under any banking, brokerage or other accounts or instruments maintained with the Firm, to satisfy any obligation or debt that you owe to the Firm. The Firm may not retain such funds or
securities payable under this award 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. Prior to any vesting date, JPMorgan Chase may impose, as of such vesting date and for up to 30 days following such
date, such restrictions on the Common Stock to be issued to you as it may deem appropriate, including, but not limited to, restricting the sale, transfer, pledge, assignment or encumbrance of such shares of Common Stock. The imposition of such
restrictions shall not be deemed an amendment of your Award Agreement subject to your consent. Shares will be issued in accordance with JPMorgan Chase’s procedures for issuing stock. By accepting this award, you authorize the Firm, in its
discretion, to establish on your behalf a brokerage account in your name with the Firm and deliver to that brokerage account any vested shares derived from the award and, for avoidance of doubt, you further agree that it shall apply to prior awards.
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 and its value is not
compensation for purposes of determining severance.
  
 Section 409A
Compliance: To the extent that Section 409A of the Code is applicable to an award, distributions of shares and cash thereunder are intended to comply with Section 409A of the Code, and the Agreement Award shall be interpreted in a manner
consistent with such intent.
  
 Notwithstanding anything herein to the
contrary, if you (i) are subject to taxation under the Code, (ii) are a specified employee as defined in the JPMorgan Chase 2005 Deferred Compensation Plan and (iii) have incurred a separation from service (as defined In that Plan) and if any units/
shares under this










			
		  	 award represent deferred compensation as defined in Section 409A and such shares 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 regulations issued under 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 Committee 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 Committee 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; (iii) determine application of the post-employment obligations and cancellation and recovery provisions; (iv) decide all claims arising with respect to this
Award; and (v) delegate such authority as it deems appropriate. Any determination by such Committee or its delegate shall be binding on all parties.
  

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

 
 Amendment: The Committee or its delegate reserves the right to amend this
Award Agreement in any manner, at any time and for any reason; provided, however, that no such amendment shall materially adversely affect your rights under this Award Agreement without your consent except to the extent that the Committee or its
delegate considers advisable to comply with applicable laws, regulatory requirements or take into account changes in or interpretations of applicable laws or accounting rules or standards. To extent permitted by Section 409A of the Code, a change in
a scheduled vesting date and any restrictions imposed with respect to shares of Common Stock that are issued to you as set forth in under the “No Ownership Rights” shall not be deemed to materially adversely affect your rights under
this Award Agreement requiring your 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.
  
 Accelerated Distribution for Ethics or Conflict Reasons Resulting
From Employment by a Government Entity: Upon receipt of satisfactory evidence that applicable United States federal, state, local, foreign or supranational ethics or conflict of interest laws or regulations require you to divest your
interest in JPMorgan Chase restricted stock units, the Firm may accelerate the distribution of all or part of your outstanding award effective as of the required divesture date; provided that no accelerated distribution shall occur if the Firm
determines that such acceleration will violate Section 409A of the Code. If you have voluntarily terminated your employment and have satisfied the requirements of the “Government Office” section of this award, acceleration shall
apply (to extent required) to the percentage of your outstanding award that would continue to vest under that section. In the case of a termination of










			
		  	 employment where the award is outstanding as a result of “Job Elimination” or “Full Career
Eligibility”, then acceleration shall apply, to the extent required, to the full outstanding award. Notwithstanding accelerated distribution pursuant to the foregoing, you will remain subject to the applicable terms of your Award Agreement
as if your award had remained outstanding for the duration of the original vesting period, including, but not limited to, repayment obligations and employment restrictions in the case of “Full Career Eligibility” or
“Government Office.”
  
 Use of Personal Data: By
accepting this award, you have acknowledged that the Firm may use your personal data for purposes of (i) determining your compensation, (ii) payroll activities, including, but not limited to, tax withholding and regulatory reporting, (iii)
registration of shares and units, (iv) establishing brokerage account on your behalf, and (v) all other lawful purposes related to your employment and this award and that the Firm may provide such data to third party vendors with whom it has
contracted to provide such services. You may terminate this authorization at any time except with respect to tax and regulatory reporting. In such case, your award will be cancelled.

 
 Governing Law: This award shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflict of law principles.
  
 Choice of Forum: By accepting this award, you agree that to the extent not otherwise subject to arbitration under an arbitration agreement between you and the Firm, any dispute arising directly or
indirectly in connection with this award or the Plan 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. In the event such a dispute is not subject
to arbitration for any reason, you agree to accept the exclusive jurisdiction and venue of the United States District Court for the Southern District of New York with respect to any judicial proceeding in connection with this award or the Plan.
You waive, to the fullest extent permitted by law, any objection to personal jurisdiction or to the laying of venue of such dispute and further agree not to commence any action arising out of or relating to this award or the Plan in any other
forum.
  
 Waiver of Jury Trial/Class Claims: By accepting this award,
you agree, with respect to any claim brought in connection with your employment with the Firm (i) to waive the right to a jury trial and (ii) that any judicial proceeding or arbitration claim will be brought on an individual basis, and you hereby
waive any right to submit, initiate, or participate in a representative capacity or as a plaintiff, claimant or member in a class action, collective action, or other representative or joint action.

 
 Nontransferability: Neither this award or any other outstanding awards of
restricted stock units, nor your interests or rights in any such awards, shall be assigned, pledged, transferred, hypothecated or subject to any lien. An award may be transferred following your death by will, the laws of descent or by a beneficiary
designation on file with the Firm.










			
	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) 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 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.
  
 “Government Office”
means (i) a full-time position in an elected or appointed office in local, state, or federal government (including equivalent positions outside the U.S. or in a supranational organization), not reasonably anticipated to be a full-career position, or
(ii) conducting a bona fide full-time campaign for such an elective public office after formally filing for candidacy, where it is customary and reasonably necessary to campaign full-time for the office.

 
 “Line of Business” means the highest-level business unit of the Firm in
which your position is based (e.g., Investment Bank, Asset Management). All Corporate Staff functions are considered a single Line of Business.
  

“Line of Business Financial Threshold” means the financial threshold as defined by each Line of Business Chief Executive Officer and Chief
Financial Officer, and generally refers to (i) annual negative pre-provision net income at the Line of Business level for all Lines of Business except Card Services and Corporate Staff Functions, (ii) annual negative pre-tax, pre-loan loss reserve
income at the Line of Business level for Card Services; and (iii) negative annual net income at the Firm level for Corporate Staff functions. The provision and exclusion definitions and calculations for Lines of Business may vary and will be
communicated by Line of Business management.
  
 “Not-for-Profit
Organization” means an entity exempt from tax under state law and under Section 501(c)(3) of the 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.










			
		  	“Review Committee” means a committee consisting of the Firm’s senior Risk, Human Resources, Legal and Financial officers and the Chief Executive Officer of the
Line of Business for which the review is undertaken.

 Government Office 
 You may be eligible to continue vesting in all or part of your award if you voluntarily resign to accept a Government Office (as defined below) or to become a candidate for an elective Government Office.

 Eligibility 
 Eligibility for
continued vesting is conditioned on your providing the Firm: 
  

	 	•	 	 At least 60 days’ advance written notice of your intention to resign to accept or pursue a Government Office, during which period you must perform
in a cooperative and professional manner services requested by the Firm and not provide services for any other employer. The Firm may elect to shorten this notice period at the Firm’s discretion. 



 

	 	•	 	 Confirmation, in a form satisfactory to the Firm, that vesting in this award pursuant to this provision would not violate any applicable law,
regulation or rule. 


  

	 	•	 	 Documentation in a form satisfactory to the Firm that your resignation is for the purpose of accepting a Government Office or becoming a candidate for
a Government Office. 


 Continued vesting 
 Subject to the conditions below, the percentage of your outstanding awards with respect to each vesting date that will continue to vest in accordance with this award’s original schedule will be based
on your years of continuous service completed with the Firm immediately preceding your termination date, as follows: 
  

	 	•	 	 50% if you have at least 3 but less than 4 years of continuous service, 



 

	 	•	 	 75% if you have at least 4 but less than 5 years of continuous service, or 



 

	 	•	 	 100% if you have 5 or more years of continuous service. 


 The portion of the award not subject to continued vesting will be cancelled on the date your employment terminates. 
 Conditions for Continued Vesting 
  

	 	•	 	 You must remain in a non-elective Government Office for two or more years after your employment with the Firm terminates. 



 

	 	•	 	 In the case of resignation from the Firm to campaign for an elective Government Office, your name must be on the primary or final public ballot for the
election. (If you are not elected, see below for employment restrictions.) 


 Satisfaction of Conditions for Continued
Vesting 
 If your service in a Government Office ends two years or more after your employment with the Firm terminates, or in the case of
resignation from the Firm to campaign for a Government Office, your name is on the primary or final public ballot for the election and you are not elected, any awards then outstanding and any awards that would have then been outstanding but for an
accelerated distribution of shares (as described in the “Administrative Provisions” under the heading “Accelerated Distribution for Ethics or Conflict Reasons Resulting From Employment by a Government Entity”) will
be subject for the remainder of the applicable vesting period to the same terms and conditions of this Award Agreement, including employment restrictions during the vesting period, as if you had resigned from the Firm having met the requirements for
Full Career Eligibility. If you breach “Your Obligations” or fail to comply with requirements of “Full Career Eligibility”, for example, by becoming employed by a Financial Service Company, during the remaining
vesting period, you will be required to repay the Fair Market Value, determined as of the date the shares were distributed, of any shares that would not otherwise have vested during that period. 

Failure to Satisfy Conditions for Continued Vesting 
 If you do not satisfy the above “Conditions for Continued Vesting,” your award will be immediately cancelled. You also will be required to repay the Fair Market Value of any shares that
were distributed to you that would have been outstanding as restricted stock units on the date you failed to satisfy the “Condition for Continued Vesting” but for their accelerated distribution (as described in the “Administrative
Provisions” under the heading “Accelerated Distribution for Ethics or Conflict Reasons Resulting From Employment by a Government Entity”). Fair Market Value for this purpose will be determined as the date that the shares
were distributed. 
 Full Career Eligibility 
 The “Government Office” section of this award does not apply to you if you satisfy the requirement for “Full Career Eligibility” as of the date that you voluntarily
terminate your employment with the Firm. 







 JPMORGAN CHASE & CO. LONG-TERM INCENTIVE PLAN 

TERMS AND CONDITIONS OF JANUARY 18, 2012 
 RESTRICTED STOCK UNIT AWARD 
 Operating Committee 

 

			
	Award Agreement	  	 These terms and conditions are made part of the Award Agreement dated as of January 18, 2012 (“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
“Definitions” below or elsewhere 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 to motivate your future performance for
services to be provided during the vesting periods and to align your interests with those of the Firm and its shareholders. Your prior performance was considered as a factor in determining the amount of your award.

		
	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 under this award.
		
	 Vesting Dates,

Protection-Based Vesting
	  	 This award is intended and expected to 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. However, vesting is subject to the “Recapture Provisions” below and the following protection-based vesting
provisions.
  
 If for any calendar year ending during the vesting period, a
Line of Business in which you are employed on the grant date or during the vesting period does not meet its Line of Business Financial Threshold, then up to 50% of the restricted stock units outstanding under this award and scheduled to vest on
January 13, 2015 may be cancelled, if the Review Committee determines that cancellation is appropriate in light of the facts and circumstances that led to the financial results. Among the facts and circumstances to be considered in making such
a determination will be the causes of the financial results, who bears responsibility for the results, the degree of internal control over the results and Line of Business performance relative to comparable businesses in peer firms. See
“Definitions” below for the meaning of capitalized terms.










			
		  	Any determination above with respect to performance-based vesting provisions is subject to ratification by the Compensation and Management Development Committee of the Board of
Directors of JPMorgan Chase (“Committee”).
		
	Vesting Periods	  	The period from the Grant Date to each vesting date will be a separate “vesting period.”
		
	Bonus Recoupment	  	 In consideration of the grant of this award, you agree that you are subject to the JPMorgan Chase Bonus Recoupment Policy as in
effect from time to time as it applies both to the cash incentive compensation awarded to you for 2011 and to this award. You can access this policy through the following link:

 

http://www.jpmorganchase.com/corporate/About-JPMC/corporate-governance-principles.htm#recoupment

		
	Recapture Provisions (Detrimental Conduct, Risk-Related and Other Recapture Provisions)	  	 Notwithstanding any terms of this Award Agreement to the contrary, JPMorgan Chase reserves the right in its sole discretion to cancel
your outstanding restricted stock units under this award and/or to recover from you an amount equal to the Fair Market Value (determined as of the vesting date) of the net number of shares distributed to you under this award:

 
 •      If
you engaged in conduct detrimental to the Firm insofar as it causes material financial or reputational harm to the Firm or its business activities, or
  

•      If this award was based on materially inaccurate performance metrics,
whether or not you were responsible for the inaccuracy, or
  
 •      If this award was based on a material misrepresentation by you, or
  

•      If you improperly or with gross negligence failed to identify, raise or
assess, in a timely manner and as reasonably expected, risks and/or concerns with respect to risks material to the Firm or its business activities, or
  

•      If your employment was terminated for Cause (see
“Definitions” below) or the Firm determines after the termination of your employment that your employment could have been terminated for Cause.
  

See “Remedies” below for additional information. The Firm’s right to cancel and/or recover value of this award (or any cash bonus)
under the JPMorgan Chase Bonus Recoupment Policy and the other provisions of this award relate to the organizational goals of the Firm as that as defined regulations issued under Section 409A of the Internal Revenue Code
(“Code”).

		
	Termination of Employment	  	Except as explicitly set forth below under “Job Elimination,” “Full Career Eligibility,” “Government Office,”
“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, Government Office, Disability	  	You will be eligible to continue to vest in your outstanding restricted stock units under the terms of 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 his or her sole discretion determines 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, and
  

•     you satisfy the Release/Certification Requirements set forth
below.
  
 Full Career Eligibility:

 
 This award will continue to vest on the original schedule, subject to the prior
written consent of the Firm, 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), and
  
 •     you satisfy the Release/Certification Requirements set forth 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. The foregoing clause dealing with Full Career Eligibility has no application to any United States
taxpayer who is or becomes subject to Section 457A of the Code.
  
 With
respect to Full Career Eligibility, you must notify JPMorgan Chase in writing in 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.
  
 Additional advance notice requirements may apply for
employees subject to notice period policies. (See “Special Notice Period” below.)
  
 Government Office:
  
 All
or a portion of this award may continue to vest on the original schedule if you voluntarily resign to accept a Government Office or become a candidate for an elective Government Office, as described at the end of these terms and conditions under the
section “Government Office.”
  

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

•     your employment with the Firm terminates because (i) you are unable to return
to work while you are receiving benefits under the JPMorgan Chase Long Term Disability Plan, or for non-U.S. employees, under the equivalent JPMorgan Chase-sponsored local country plan (“LTD Plan”), or (ii) if you are not covered by a LTD
Plan, you are unable to return to work due to a disability (as defined by the applicable) that would qualify for benefits under the applicable LTD Plan, as determined by the Firm or a third-party designated by the Firm; provided that you (x) request
in writing continued vesting due to such disability within 30 days of the date your employment terminates, and (y) provide requested supporting documentation; and
  

•     you satisfy the Release/Certification Requirements set forth
below.










			
	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” below.)

		
	Death	  	If you die while you are eligible to vest in restricted stock units under this award, the restricted stock 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.
		
	Your Obligations	  	In consideration of 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 because his or her job was eliminated, or the individual’s employment with the Firm has been terminated for more than six months, (iii) to the fullest extent
enforceable under applicable law, 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 in verbal, written,
electronic or any other form, that is intended to, or reasonably could be foreseen to, disparage, 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 subject to a notice period, whether by contract or by policy, that requires you to provide advance written notice of your
intention to terminate your employment (“Special Notice Period”), then as consideration for this Award, you shall provide the Firm with the necessary advance written notice that applies to you, as specified by such contract or
policy.
  
 After receipt of your 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 a 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 “Protection-Based Vesting,” “Termination of
Employment” and “Recapture Provisions”, your outstanding restricted stock units under this award may 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 Disability, or

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

		
	 •     Recovery
	  	 In addition, you may be required to pay the Firm 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,
  

•     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,
  

•     for a period up to one year after shares are distributed under this award (or
any longer period applicable in the case of termination for Cause), to the extent that the Firm determines appropriate pursuant to “Recapture Provisions” above.

 
 Payment may be made in shares of Common Stock or in cash. You agree that this
repayment will be a recovery of shares to which you were not entitled under this agreement and is not to be construed in any manner as a penalty. You also 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.
		
	Administrative Provisions	  	 Withholding Taxes: Except as described in the next two sentences, 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). Alternatively, the Firm, in its sole discretion, may implement any other desirable or
necessary procedures, so that appropriate withholding and other taxes are paid to the competent authorities with respect to the vested shares, dividend equivalents and the award This may include but is not limited to (i) a market sale of a number of
such shares on your behalf substantially equal to the withholding or other taxes, (ii) to the extent required by law, withhold from cash compensation, an amount equal to any withholding obligation with respect to vested shares, the award and
dividend equivalents, and (iii) retaining vested shares or dividend equivalents until you pay any taxes associated with the shares, the dividend equivalents or the award directly to the competent authorities. For United States tax purposes, dividend
equivalents are treated as wages and subject to tax withholding when paid.
  

Right to Set Off: The Firm may, to the maximum extent permitted by applicable law, retain for itself funds or securities (i) otherwise payable to
you pursuant to this award, or (ii) held in your name under any banking, brokerage or other accounts or instruments maintained with the Firm, to satisfy any obligation or debt that you owe to the Firm. The Firm may not retain such funds or
securities payable under this award 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. Prior to any vesting date, JPMorgan Chase may impose, as of such vesting date and for up to 30 days following such
date, such restrictions on the Common Stock to be issued to you as it may deem appropriate, including, but not limited to, restricting the sale, transfer, pledge, assignment or encumbrance of such shares of Common Stock. The imposition of such
restrictions shall not be deemed an amendment of your Award Agreement subject to your consent. Shares will be issued in accordance with JPMorgan Chase’s procedures for issuing stock. By accepting this award, you authorize the Firm, in its
discretion, to establish on your behalf a brokerage account in your name with the Firm and deliver to that brokerage account any vested shares derived from the award and, for avoidance of doubt, you further agree that it shall apply to prior awards.
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 and its value is not
compensation for purposes of determining severance.
  
 Section 409A
Compliance: To the extent that Section 409A of the Code is applicable to an award, distributions of shares and cash thereunder are intended to comply with Section 409A of the Code, and the Agreement Award shall be interpreted in a manner
consistent with such intent.
  
 Notwithstanding anything herein to the
contrary, if you (i) are subject to taxation under the Code, (ii) are










			
		  	 a specified employee as defined in the JPMorgan Chase 2005 Deferred Compensation Plan and (iii) have incurred a separation from
service (as defined In that Plan) and if any units/ shares under this award represent deferred compensation as defined in Section 409A and such shares 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 regulations issued under 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 Committee 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 Committee 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; (iii) determine application of the post-employment obligations and cancellation and recovery provisions; (iv) decide all claims arising with respect to this
Award; and (v) delegate such authority as it deems appropriate. Any determination by such Committee or its delegate shall be binding on all parties.
  

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

 
 Amendment: The Committee or its delegate reserves the right to amend this
Award Agreement in any manner, at any time and for any reason; provided, however, that no such amendment shall materially adversely affect your rights under this Award Agreement without your consent except to the extent that the Committee or its
delegate considers advisable to comply with applicable laws, regulatory requirements or take into account changes in or interpretations of applicable laws or accounting rules or standards. To extent permitted by Section 409A of the Code, a change in
a scheduled vesting date and any restrictions imposed with respect to shares of Common Stock that are issued to you as set forth in under the “No Ownership Rights” shall not be deemed to materially adversely affect your rights under
this Award Agreement requiring your 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.
  
 Accelerated Distribution for Ethics or Conflict Reasons Resulting
From Employment by a Government Entity: Upon receipt of satisfactory evidence that applicable United States federal, state, local, foreign or supranational ethics or conflict of interest laws or regulations require you to divest your interest in
JPMorgan Chase restricted stock units, the Firm may accelerate the distribution of all or part of your outstanding award effective as of the required divesture date; provided that no accelerated distribution shall occur if the Firm determines that
such acceleration will violate Section 409A of the










			
		  	 Code. If you have voluntarily terminated your employment and have satisfied the requirements of the “Government
Office” section of this award, acceleration shall apply (to extent required) to the percentage of your outstanding award that would continue to vest under that section. In the case of a termination of employment where the award is
outstanding as a result of “Job Elimination” or “Full Career Eligibility”, then acceleration shall apply, to the extent required, to the full outstanding award. Notwithstanding accelerated distribution pursuant to
the foregoing, you will remain subject to the applicable terms of your Award Agreement as if your award had remained outstanding for the duration of the original vesting period, including, but not limited to, repayment obligations and employment
restrictions in the case of “Full Career Eligibility” or “Government Office.”
  
 Use of Personal Data: By accepting this award, you have acknowledged that the Firm may use your personal data for purposes of (i) determining your compensation, (ii) payroll activities, including,
but not limited to, tax withholding and regulatory reporting, (iii) registration of shares and units, (iv) establishing brokerage account on your behalf, and (v) all other lawful purposes related to your employment and this award and that the Firm
may provide such data to third party vendors with whom it has contracted to provide such services. You may terminate this authorization at any time except with respect to tax and regulatory reporting. In such case, your award will be
cancelled.
  
 Governing Law: This award shall be governed by and
construed in accordance with the laws of the State of New York, without regard to conflict of law principles.
  
 Choice of Forum: By accepting this award, you agree that to the extent not otherwise subject to arbitration under an arbitration agreement between you and the Firm, any dispute arising directly or
indirectly in connection with this award or the Plan 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. In the event such a dispute is not subject
to arbitration for any reason, you agree to accept the exclusive jurisdiction and venue of the United States District Court for the Southern District of New York with respect to any judicial proceeding in connection with this award or the Plan.
You waive, to the fullest extent permitted by law, any objection to personal jurisdiction or to the laying of venue of such dispute and further agree not to commence any action arising out of or relating to this award or the Plan in any other
forum.
  
 Waiver of Jury Trial/Class Claims: By accepting this award,
you agree, with respect to any claim brought in connection with your employment with the Firm (i) to waive the right to a jury trial and (ii) that any judicial proceeding or arbitration claim will be brought on an individual basis, and you hereby
waive any right to submit, initiate, or participate in a representative capacity or as a plaintiff, claimant or member in a class action, collective action, or other representative or joint action.

 
 Nontransferability: Neither this award or any other outstanding awards of
restricted stock units, nor your interests or rights in any such awards, shall be assigned, pledged, transferred, hypothecated or subject to any lien. An award may be transferred following your death by will, the laws of descent or by a beneficiary
designation on file with the Firm.










			
	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) 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 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.
  
 “Government Office”
means (i) a full-time position in an elected or appointed office in local, state, or federal government (including equivalent positions outside the U.S. or in a supranational organization), not reasonably anticipated to be a full-career position, or
(ii) conducting a bona fide full-time campaign for such an elective public office after formally filing for candidacy, where it is customary and reasonably necessary to campaign full-time for the office.

 
 “Line of Business” means the highest-level business unit of the Firm in
which your position is based (e.g., Investment Bank, Asset Management). All Corporate Staff functions are considered a single Line of Business.
  

“Line of Business Financial Threshold” means the financial threshold as defined by each Line of Business Chief Executive Officer and Chief
Financial Officer, and generally refers to (i) annual negative pre-provision net income at the Line of Business level for all Lines of Business except Card Services and Corporate Staff Functions, (ii) annual negative pre-tax, pre-loan loss reserve
income at the Line of Business level for Card Services; and (iii) negative annual net income at the Firm level for Corporate Staff functions. The provision and exclusion definitions and calculations for Lines of Business may vary and will be
communicated by Line of Business management.
  
 “Not-for-Profit
Organization” means an entity exempt from tax under state law and under Section 501(c)(3) of the 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.










			
		  	“Review Committee” means a committee consisting of the Firm’s senior Risk, Human Resources, Legal and Financial officers and the Chief Executive Officer of the
Line of Business for which the review is undertaken.

 Government Office 
 You may be eligible to continue vesting in all or part of your award if you voluntarily resign to accept a Government Office (as defined below) or to become a candidate for an elective Government Office.

 Eligibility 
 Eligibility for
continued vesting is conditioned on your providing the Firm: 
  

	 	•	 	 At least 60 days’ advance written notice of your intention to resign to accept or pursue a Government Office, during which period you must perform
in a cooperative and professional manner services requested by the Firm and not provide services for any other employer. The Firm may elect to shorten this notice period at the Firm’s discretion. 



 

	 	•	 	 Confirmation, in a form satisfactory to the Firm, that vesting in this award pursuant to this provision would not violate any applicable law,
regulation or rule. 


  

	 	•	 	 Documentation in a form satisfactory to the Firm that your resignation is for the purpose of accepting a Government Office or becoming a candidate for
a Government Office. 


 Continued vesting 
 Subject to the conditions below, the percentage of your outstanding awards with respect to each vesting date that will continue to vest in accordance with this award’s original schedule will be based
on your years of continuous service completed with the Firm immediately preceding your termination date, as follows: 
  

	 	•	 	 50% if you have at least 3 but less than 4 years of continuous service, 



 

	 	•	 	 75% if you have at least 4 but less than 5 years of continuous service, or 



 

	 	•	 	 100% if you have 5 or more years of continuous service. 


 The portion of the award not subject to continued vesting will be cancelled on the date your employment terminates. 
 Conditions for Continued Vesting 
  

	 	•	 	 You must remain in a non-elective Government Office for two or more years after your employment with the Firm terminates. 



 

	 	•	 	 In the case of resignation from the Firm to campaign for an elective Government Office, your name must be on the primary or final public ballot for the
election. (If you are not elected, see below for employment restrictions.) 


 Satisfaction of Conditions for Continued
Vesting 
 If your service in a Government Office ends two years or more after your employment with the Firm terminates, or in the case of
resignation from the Firm to campaign for a Government Office, your name is on the primary or final public ballot for the election and you are not elected, any awards then outstanding and any awards that would have then been outstanding but for an
accelerated distribution of shares (as described in the “Administrative Provisions” under the heading “Accelerated Distribution for Ethics or Conflict Reasons Resulting From Employment by a Government Entity”) will
be subject for the remainder of the applicable vesting period to the same terms and conditions of this Award Agreement, including employment restrictions during the vesting period, as if you had resigned from the Firm having met the requirements for
Full Career Eligibility. If you breach “Your Obligations” or fail to comply with requirements of “Full Career Eligibility”, for example, by becoming employed by a Financial Service Company, during the remaining
vesting period, you will be required to repay the Fair Market Value, determined as of the date the shares were distributed, of any shares that would not otherwise have vested during that period. 

Failure to Satisfy Conditions for Continued Vesting 
 If you do not satisfy the above “Conditions for Continued Vesting,” your award will be immediately cancelled. You also will be required to repay the Fair Market Value of any shares that
were distributed to you that would have been outstanding as restricted stock units on the date you failed to satisfy the “Condition for Continued Vesting” but for their accelerated distribution (as described in the “Administrative
Provisions” under the heading “Accelerated Distribution for Ethics or Conflict Reasons Resulting From Employment by a Government Entity”). Fair Market Value for this purpose will be determined as the date that the shares
were distributed. 
 Full Career Eligibility 
 The “Government Office” section of this award does not apply to you if you satisfy the requirement for “Full Career Eligibility” as of the date that you voluntarily
terminate your employment with the Firm. 







 JPMORGAN CHASE & CO. LONG-TERM INCENTIVE PLAN 

TERMS AND CONDITIONS OF JANUARY 18, 2012 
 RESTRICTED STOCK UNIT AWARD 
 OPERATING COMMITTEE (Protection-Based
Vesting Provisions) 
  

			
	Award Agreement	  	 These terms and conditions are made part of the Award Agreement dated as of January 18, 2012 (“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
“Definitions” below or elsewhere 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 to motivate your future performance for
services to be provided during the vesting periods and to align your interests with those of the Firm and its shareholders. Your prior performance was considered as a factor in determining the amount of your award.

		
	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 under this award.
		
	Vesting Dates, Protection-Based Vesting	  	 This award is intended and expected to 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. However, vesting is subject to the “Recapture Provisions” below and the following protection-based vesting
provisions.
  
 All or a portion of the restricted stock units awarded
hereunder may be cancelled in the event that the Chief Executive Officer of JPMorgan Chase (“CEO”) determines that cancellation is appropriate in light of any one or a combination of the following factors:

 
 (i)      Your
performance in relation to the priorities for your position, or the Firm’s performance in relation to the priorities for which you share responsibility as a member of the Operating Committee, have been unsatisfactory for a sustained period of
time. Among the factors the CEO may consider in assessing performance are net income, net revenue, return on equity, earnings per share and capital ratios of the Firm, both on an absolute basis and, as appropriate, relative to peer
firms.










			
		  	 (ii)      For any one calendar year ending during the vesting
period, JPMorgan Chase’s reported net income is negative.
  
 (iii)    Awards granted to participants in a line of business for which you exercise responsibility were in whole or in part cancelled because the line of business did not meet its
annual Line of Business Financial Threshold (see “Definitions” below).
  
 Further, all restricted stock units outstanding under this award scheduled to vest on January 13, 2015 automatically will be cancelled if, for the three calendar years preceding the vesting
date, the Firm does not meet the Firmwide Financial Threshold (see “Definitions” below), unless the CEO determines that it is appropriate, due to extraordinary circumstances or because a portion of this award has been forfeited
under (i) (ii) or (iii) above to reflect adverse performance over the vesting period, that some or all such restricted stock units should vest with respect to a particular individual or individuals.

 
 Any determination above with respect to performance-based vesting provisions is
subject to ratification by the Compensation and Management Development Committee of the Board of Directors of JPMorgan Chase (“Committee”). In the case of an award to the CEO, all such determinations shall be made by the
Committee.

		
	Vesting Periods	  	The period from the Grant Date to each vesting date will be a separate “vesting period.”
		
	Bonus Recoupment	  	 In consideration of the grant of this award, you agree that you are subject to the JPMorgan Chase Bonus Recoupment Policy as in
effect from time to time as it applies both to the cash incentive compensation awarded to you for 2011 and to this award. You can access this policy through the following link:

 

http://www.jpmorganchase.com/corporate/About-JPMC/corporate-governance-principles.htm#recoupment

		
	 Recapture Provisions
  

(Detrimental Conduct,
 Risk-Related and
Other Recapture Provisions)
	  	 Notwithstanding any terms of this Award Agreement to the contrary, JPMorgan Chase reserves the right in its sole discretion to cancel
your outstanding restricted stock units under this award and/or to recover from you an amount equal to the Fair Market Value (determined as of the vesting date) of the net number of shares distributed to you under this award:

 
 •     If you
engaged in conduct detrimental to the Firm insofar as it causes material financial or reputational harm to the Firm or its business activities, or
  

•     If this award was based on materially inaccurate performance metrics, whether
or not you were responsible for the inaccuracy, or
  
 •     If this award was based on a material misrepresentation by you, or
  

•     If you improperly or with gross negligence failed to identify, raise or
assess, in a timely manner and as reasonably expected, risks and/or concerns with respect to risks material to the Firm or its business activities, or
  

•     If your employment was terminated for Cause (see
“Definitions” below) or the Firm determines after the termination of your employment that your employment could have been terminated for Cause.
  

See “Remedies” below for additional information. The Firm’s right to cancel and/or recover value of this award (or any cash bonus)
under the JPMorgan Chase Bonus Recoupment Policy and the other provisions of this award relate to the organizational goals of the Firm as that as defined regulations issued under Section 409A of the Internal Revenue Code
(“Code”).










			
	Termination of Employment	  	Except as explicitly set forth below under “Job Elimination,” “Full Career Eligibility,” “Government Office,”
“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, Government Office, Disability	  	 You will be eligible to continue to vest in your outstanding restricted stock units under the terms of 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 his or her sole
discretion determines 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, and
  

•      you satisfy the Release/Certification Requirements set forth
below.
  
 Full Career Eligibility:

 
 This award will continue to vest on the original schedule, subject to the prior
written consent of the Firm, 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), and
  
 •      you satisfy the Release/Certification Requirements set forth 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. The foregoing clause dealing with Full Career Eligibility has no application to any United States
taxpayer who is or becomes subject to Section 457A of the Code.
  
 You must
notify JPMorgan Chase in writing in 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

Additional advance notice requirements may apply for employees subject to notice period policies. (See “Special Notice Period”
below.)










			
		  	 Government Office:
  

All or a portion of this award may continue to vest on the original schedule if you voluntarily resign to accept a Government Office or become a candidate
for an elective Government Office, as described at the end of these terms and conditions under the section “Government Office.”
  

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

•      your employment with the Firm terminates because (i) you are unable to
return to work while you are receiving benefits under the JPMorgan Chase Long Term Disability Plan, or for non-U.S. employees, under the equivalent JPMorgan Chase-sponsored local country plan (“LTD Plan”), or (ii) if you are not covered by
a LTD Plan, you are unable to return to work due to a long-term disability that would qualify for benefits under the applicable LTD Plan, as determined by the Firm or a third-party designated by the Firm, and you request in writing continued vesting
due to such disability within 30 days of the date your employment terminates and provide requested supporting documentation; and
  

•      you satisfy the Release/Certification Requirements set forth
below;.

		
	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” below.)

		
	Death	  	If you die while you are eligible to vest in restricted stock units under this award, the restricted stock 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.
		
	Your Obligations	  	In consideration of 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 because his or her job was eliminated, or the individual’s employment with the Firm has been terminated for more than six months, (iii) to the fullest extent enforceable under applicable law, 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 in verbal, written,
electronic or any other form, that is intended to, or reasonably could be foreseen to, disparage, 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 subject to a notice period, whether by contract or by policy, that requires you to provide advance written notice of your
intention to terminate your employment (“Special Notice Period”), then as consideration for this Award, you shall provide the Firm with the necessary advance written notice that applies to you, as specified by such contract or
policy.
  
 After receipt of your 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 a 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 “Protection-Based Vesting,” “Termination of
Employment” and “Recapture Provisions”, your outstanding restricted stock units under this award may 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 Disability, or

 

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

		
	 •    Recovery
	  	 In addition, you may be required to pay the Firm 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,
  

•      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,
  

•      for a period up to one year after shares are distributed under this
award (or any longer period applicable in the case of termination for Cause), to the extent that the Firm determines appropriate pursuant to “Recapture Provisions” above.

 
 Payment may be made in shares of Common Stock or in cash. You agree that this
repayment will be a recovery of shares to which you were not entitled under this agreement and is not to be construed in any manner as a penalty. You also 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.

		
	Administrative Provisions	  	 Withholding Taxes: Except as described in the next two sentences, 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). Alternatively, the Firm, in its sole discretion, may implement any other desirable or
necessary procedures, so that appropriate withholding and other taxes are paid to the competent authorities with respect to the vested shares, dividend equivalents and the award This may include but is not limited to (i) a market sale of a number of
such shares on your behalf substantially equal to the withholding or other taxes, (ii) to the extent required by law, withhold from cash compensation, an amount equal to any withholding obligation with respect to vested shares, the award and
dividend equivalents, and (iii) retaining vested shares or dividend equivalents until you pay any taxes associated with the shares, the dividend equivalents or the award directly to the competent authorities. For United States tax purposes, dividend
equivalents are treated as wages and subject to tax withholding when paid.
  

Right to Set Off: The Firm may, to the maximum extent permitted by applicable law, retain for itself funds or securities (i) otherwise payable to
you pursuant to this award, or (ii) held in your name under










			
		  	 any banking, brokerage or other accounts or instruments maintained with the Firm, to satisfy any obligation or debt that you owe to
the Firm. The Firm may not retain such funds or securities payable under this award 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. Prior to any vesting date, JPMorgan Chase may
impose, as of such vesting date and for up to 30 days following such date, such restrictions on the Common Stock to be issued to you as it may deem appropriate, including, but not limited to, restricting the sale, transfer, pledge, assignment or
encumbrance of such shares of Common Stock. The imposition of such restrictions shall not be deemed an amendment of your Award Agreement subject to your consent. Shares will be issued in accordance with JPMorgan Chase’s procedures for
issuing stock. By accepting this award, you authorize the Firm, in its discretion, to establish on your behalf a brokerage account in your name with the Firm and deliver to that brokerage account any vested shares derived from the award and, for
avoidance of doubt, you further agree that it shall apply to prior awards. 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 and its value is not compensation for purposes of determining severance.
  

Section 409A Compliance: To the extent that Section 409A of the Code is applicable to an award, distributions of shares and cash thereunder are
intended to comply with Section 409A of the Code, and the Agreement Award shall be interpreted in a manner consistent with such intent.
  

Notwithstanding anything herein to the contrary, if you (i) are subject to taxation under the Code, (ii) are a specified employee as defined in the
JPMorgan Chase 2005 Deferred Compensation Plan and (iii) have incurred a separation from service (as defined In that Plan) and if any units/ shares under this award represent deferred compensation as defined in Section 409A and such shares 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 regulations issued under 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 Committee 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 Committee 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; (iii) determine application of the
post-employment obligations and cancellation and recovery provisions; (iv) decide all claims arising with respect to this Award; and (v) delegate such authority as it deems appropriate. Any determination by such Committee or its delegate shall be
binding on all parties.
  
 Notwithstanding anything herein to the contrary,
the Firm’s and the Committee’s determinations under the Plan and the Award Agreements are not required to be uniform. By way of clarification, the Committee and the Firm shall be entitled to make non-uniform and selective determinations
and modifications under Award Agreements and the Plan.
  
 Amendment:
The Committee or its delegate reserves the right to amend this Award Agreement in any manner, at any time and for any reason; provided, however, that no such amendment shall materially adversely affect your rights under this Award Agreement without
your consent except to the extent that the Committee or its delegate considers advisable to comply with applicable laws, regulatory requirements or take into account changes in or interpretations of applicable laws or accounting rules or standards.
To extent permitted by Section 409A of the Code, a change in a scheduled vesting date and any restrictions imposed with respect to shares of Common Stock that are issued to you as set forth in under the “No Ownership Rights” shall not
be deemed to materially adversely affect your rights under this Award Agreement requiring your 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.
  

Accelerated Distribution for Ethics or Conflict Reasons Resulting From Employment by a Government Entity: Upon receipt of satisfactory evidence
that applicable United States federal, state, local, foreign or supranational ethics or conflict of interest laws or regulations require you to divest your interest in JPMorgan Chase restricted stock units, the Firm may accelerate the distribution
of all or part of your outstanding award effective as of the required divesture date; provided that no accelerated distribution shall occur if the Firm determines that such acceleration will violate Section 409A of the Code. If you have voluntarily
terminated your employment and have satisfied the requirements of the “Government Office” section of this award, acceleration shall apply (to extent required) to the percentage of your outstanding award that would continue to vest
under that section. In the case of a termination of employment where the award is outstanding as a result of “Job Elimination” or “Full Career Eligibility”, then acceleration shall apply, to the extent required, to
the full outstanding award. Notwithstanding accelerated distribution pursuant to the foregoing, you will remain subject to the applicable terms of your Award Agreement as if your award had remained outstanding for the duration of the original
vesting period, including, but not limited to, repayment obligations and employment restrictions in the case of “Full Career Eligibility” or “Government Office.”

 
 Use of Personal Data: By accepting this award, you have acknowledged that the
Firm may use your personal data for purposes of (i) determining your compensation, (ii) payroll activities, including, but not limited to, tax withholding and regulatory reporting, (iii) registration of shares and units, (iv) establishing brokerage
account on your behalf, and (v) all other lawful purposes related to your employment and this award and that the Firm may provide such data to third party vendors with whom it has contracted to provide such services. You may terminate this
authorization at any time except with respect to tax and regulatory reporting. In such case, your award will be cancelled.
  
 Governing Law: This award shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles.










			
		  	 Choice of Forum: By accepting this award, you agree that to the extent not otherwise subject to arbitration under an
arbitration agreement between you and the Firm, any dispute arising directly or indirectly in connection with this award or the Plan 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. In the event such a dispute is not subject to arbitration for any reason, you agree to accept the exclusive jurisdiction and venue of the United States District Court for the Southern District of New
York with respect to any judicial proceeding in connection with this award or the Plan. You waive, to the fullest extent permitted by law, any objection to personal jurisdiction or to the laying of venue of such dispute and further agree not to
commence any action arising out of or relating to this award or the Plan in any other forum.
  
 Waiver of Jury Trial/Class Claims: By accepting this award, you agree, with respect to any claim brought in connection with your employment with the Firm (i) to waive the right to a jury trial and
(ii) that any judicial proceeding or arbitration claim will be brought on an individual basis, and you hereby waive any right to submit, initiate, or participate in a representative capacity or as a plaintiff, claimant or member in a class action,
collective action, or other representative or joint action.
  

Nontransferability: Neither this award or any other outstanding awards of restricted stock units, nor your interests or rights in any such awards,
shall be assigned, pledged, transferred, hypothecated or subject to any lien. An award may be transferred following your death by will, the laws of descent or by a beneficiary designation on file with the Firm.

		
	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) 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 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.
  
 “Firmwide Financial
Threshold” means a Cumulative Return on Tangible Common Equity for 2012, 2013 and 2014 of less than 15%. Cumulative Return on Tangible Common Equity means (i) the sum of the Firm’s reported net income for all three years, divided by (ii)
reported year-end tangible equity averaged over the three years.










			
		  	 “Government Office” means (i) a full-time position in an elected or appointed office in local, state, or federal government
(including equivalent positions outside the U.S. or in a supranational organization), not reasonably anticipated to be a full-career position, or (ii) conducting a bona fide full-time campaign for such an elective public office after formally filing
for candidacy, where it is customary and reasonably necessary to campaign full-time for the office.
  
 “Line of Business Financial Threshold” means, for each of the highest-level business units of the Firm (e.g., Investment Bank, Asset Management), the financial threshold applicable under certain
2012 restricted stock unit awards granted to individuals designated as “Tier 1.” Unless otherwise specified, the applicable financial threshold will be negative annual pre-provision net income.

 
 “Not-for-Profit Organization” means an entity exempt from tax under state
law and under Section 501(c)(3) of the 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.









 Government Office 
 You may be eligible to continue vesting in all or part of your award if you voluntarily resign to accept a Government Office (as defined below) or to become a candidate for an elective Government Office.

 Eligibility 
 Eligibility for
continued vesting is conditioned on your providing the Firm: 
  

	 	•	 	 At least 60 days’ advance written notice of your intention to resign to accept or pursue a Government Office, during which period you must perform
in a cooperative and professional manner services requested by the Firm and not provide services for any other employer. The Firm may elect to shorten this notice period at the Firm’s discretion. 



 

	 	•	 	 Confirmation, in a form satisfactory to the Firm, that vesting in this award pursuant to this provision would not violate any applicable law,
regulation or rule. 


  

	 	•	 	 Documentation in a form satisfactory to the Firm that your resignation is for the purpose of accepting a Government Office or becoming a candidate for
a Government Office. 


 Continued vesting 
 Subject to the conditions below, the percentage of your outstanding awards with respect to each vesting date that will continue to vest in accordance with this award’s original schedule will be based
on your years of continuous service completed with the Firm immediately preceding your termination date, as follows: 
  

	 	•	 	 50% if you have at least 3 but less than 4 years of continuous service, 



 

	 	•	 	 75% if you have at least 4 but less than 5 years of continuous service, or 



 

	 	•	 	 100% if you have 5 or more years of continuous service. 


 The portion of the award not subject to continued vesting will be cancelled on the date your employment terminates. 
 Conditions for Continued Vesting 
  

	 	•	 	 You must remain in a non-elective Government Office for two or more years after your employment with the Firm terminates. 



 

	 	•	 	 In the case of resignation from the Firm to campaign for an elective Government Office, your name must be on the primary or final public ballot for the
election. (If you are not elected, see below for employment restrictions.) 


 Satisfaction of Conditions for Continued
Vesting 
 If your service in a Government Office ends two years or more after your employment with the Firm terminates, or in the case of
resignation from the Firm to campaign for a Government Office, your name is on the primary or final public ballot for the election and you are not elected, any awards then outstanding and any awards that would have then been outstanding but for an
accelerated distribution of shares (as described in the “Administrative Provisions” under the heading “Accelerated Distribution for Ethics or Conflict Reasons Resulting From Employment by a Government Entity”) will
be subject for the remainder of the applicable vesting period to the same terms and conditions of this Award Agreement, including employment restrictions during the vesting period, as if you had resigned from the Firm having met the requirements for
Full Career Eligibility. If you breach “Your Obligations” or fail to comply with requirements of “Full Career Eligibility”, for example, by becoming employed by a Financial Service Company, during the remaining
vesting period, you will be required to repay the Fair Market Value, determined as of the date the shares were distributed, of any shares that would not otherwise have vested during that period. 

Failure to Satisfy Conditions for Continued Vesting 
 If you do not satisfy the above “Conditions for Continued Vesting,” your award will be immediately cancelled. You also will be required to repay the Fair Market Value of any shares that
were distributed to you that would have been outstanding as restricted stock units on the date you failed to satisfy the “Condition for Continued Vesting” but for their accelerated distribution (as described in the “Administrative
Provisions” under the heading “Accelerated Distribution for Ethics or Conflict Reasons Resulting From Employment by a Government Entity”). Fair Market Value for this purpose will be determined as the date that the shares
were distributed. 
 Full Career Eligibility 
 The “Government Office” section of this award does not apply to you if you satisfy the requirement for “Full Career Eligibility” as of the date that you voluntarily
terminate your employment with the Firm.