Common use of Change in Outstanding Shares Clause in Contracts

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

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 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 such the 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. 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, 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” Exercisable Date shall not be deemed to materially adversely affect your rights under this Award Agreement requiring 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 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.

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 Appreciation Rights (including but not limited to their Exercise Price) outstanding under this award for such corporate events. Interpretation/Administration: The Compensation and Management Development Committee of the Board (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 employment and application of the post-employment obligations and cancellation and recovery provisionsobligations; (iviii) decide all claims arising with respect to this Award; and (viv) delegate such authority as it deems appropriate. Any determination by such the Committee or its delegate shall be binding on all parties. Notwithstanding anything herein to the contrary, the Firm’s and the Committee’s determinations determination 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 Firm by action of the Committee or its delegate reserves the right to amend this Award Agreement in any manner, at any time and for any reason; providedreason before a change in control of JPMorgan Chase, howeveras such term is defined by the Board from time to time. After a change in control of JPMorgan Chase, that no such amendment shall materially adversely affect your rights under this Award Agreement may not be amended in any way that is adverse to your interests 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 prior written consent. This Award Agreement may not be amended except in writing signed by the Director Human Resources of JPMorgan Chase. Severability: If any portion of the Award Agreement is determined by the Firm found to be unenforceable in any jurisdictionunenforceable, any court of competent jurisdiction or the Director Human Resources may reform the relevant provisions restrictions (e.g., e.g. as to the length of service, time, geographical area or scope) to the extent the Firm considers necessary required to make the provision enforceable under applicable law. Accelerated Distribution for Ethics or Conflict Reasons Resulting From Employment by a Government EntityGoverning Law: 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 By accepting this award, acceleration shall apply you are agreeing (to extent requiredi) to the percentage extent not preempted by federal law, the laws of your outstanding the state of New York (without reference to conflict of law principles) will apply to the award that would continue and the Plan and (ii) to vest under that section. In waive the case of right to a termination ofjury trial with respect to any judicial proceeding brought in connection with this award.

Change in Outstanding Shares. In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, recapitalization, issuance of a new class of common stock, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to stockholders of Common Stock other than regular cash dividends, the Compensation & Management Development Committee of the Board will make an equitable substitution or proportionate adjustment, in the number or kind of shares of Common Stock or other securities issued or reserved for issuance pursuant to the Plan and to any Restricted Stock Units outstanding under this award for such corporate events. Interpretation/Administration: The 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 the 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 Governing Law: This award shall be governed by a Government Entity: Upon receipt and construed in accordance with the laws of satisfactory evidence that applicable United States federalthe state of New York, state, local, foreign or supranational ethics or without regard to conflict of interest laws or regulations require you to divest your interest in JPMorgan Chase restricted stock units, the Firm may accelerate the distribution law principles. Choice 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 Forum: By accepting this award, acceleration shall apply (to extent required) you agree that to the percentage 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 your outstanding award that would continue to vest under that sectionthe American Arbitration Association if so elected by the Firm in its sole discretion. In the case event such a dispute is not subject to arbitration for any reason, you agree to accept the exclusive jurisdiction and venue of a termination ofthe 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.

Change in Outstanding Shares. In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, recapitalization, issuance of a new class of common stock, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to stockholders of Common Stock other than regular cash dividends, the Compensation & Management Development Committee of the Board will make an equitable substitution or proportionate adjustment, in the number or kind of shares of Common Stock or other securities issued or reserved for issuance pursuant to the Plan and to any Restricted Stock Units outstanding under this award for such corporate events. Interpretation/Administration: The Committee Director Human Resources of the Firm 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 he/she deems appropriate. Any determination by such Committee the Director Human Resources or its his/her 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 by action of its Director Human Resource or his/her delegate shall be entitled to make non-uniform and selective determinations and modifications under Award Agreements and the Plan. Amendment: The Committee or Firm through its delegate Director Human Resources 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 Director Human Resources or its his/her 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 Governing Law: This award shall be governed by a Government Entity: Upon receipt and construed in accordance with the laws of satisfactory evidence that applicable United States federalthe state of New York, state, local, foreign or supranational ethics or without regard to conflict of interest laws or regulations require you to divest your interest in JPMorgan Chase restricted stock units, the Firm may accelerate the distribution law principles. Choice 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 Forum: By accepting this award, acceleration shall apply (to extent required) you agree that to the percentage 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 your outstanding award that would continue to vest under that sectionthe American Arbitration Association if so elected by the Firm in its sole discretion. In the case 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 (i) to waive the right to a termination ofjury trial; and (ii) that any judicial proceeding or arbitration claim brought in connection with this award or the Plan 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.

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 the 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 Governing Law: This award shall be governed by a Government Entity: Upon receipt and construed in accordance with the laws of satisfactory evidence that applicable United States federalthe state of New York, state, local, foreign or supranational ethics or without regard to conflict of interest laws or regulations require you to divest your interest in JPMorgan Chase restricted stock units, the Firm may accelerate the distribution law principles. Choice 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 Forum: By accepting this award, acceleration shall apply (to extent required) you agree that to the percentage 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 your outstanding award that would continue to vest under that sectionthe American Arbitration Association if so elected by the Firm in its sole discretion. In the case 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 (i) to waive the right to a termination ofjury trial; and (ii) that any judicial proceeding or arbitration claim brought in connection with this award or the Plan 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.

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 Appreciation Rights (including but not to limited to their Exercise Price) outstanding under this award for such corporate events. Interpretation/Administration: The Committee Director Human Resources of the Firm or his/her delegate 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 employmentemployment and application of the post-employment obligations; (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 he/she deems appropriate. Any determination by such Committee the Director Human Resources or its his/her 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 by action of its Director Human Resource or his/her delegate 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 Firm through its delegate Director Human Resources reserves the right to amend this Award Agreement in any manner, at any time and for any reason; provided, 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 Director Human Resources or its his/her 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” Exercisable Date shall not be deemed to materially adversely affect your rights under this Award Agreement requiring 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 found to be unenforceable in any jurisdictionunenforceable, any court of competent jurisdiction or the Director Human Resources may reform the relevant provisions restrictions (e.g., e.g. as to length of service, time, geographical area or scope) to the extent the Firm considers necessary required to make the provision enforceable under applicable law. Accelerated Distribution for Ethics or Conflict Reasons Resulting From Employment Governing Law: This award shall be governed by a Government Entity: Upon receipt and construed in accordance with the laws of satisfactory evidence that applicable United States federalthe state of New York, state, local, foreign or supranational ethics or without regard to conflict of interest laws or regulations require you to divest your interest in JPMorgan Chase restricted stock units, the Firm may accelerate the distribution law principles. Choice 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 Forum: By accepting this award, acceleration shall apply (to extent required) you agree that to the percentage 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 your outstanding award that would continue to vest under that sectionthe American Arbitration Association if so elected by the Firm in its sole discretion. In the case 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 (i) to waive the right to a termination ofjury trial; and (ii) that any judicial proceeding or arbitration claim brought in connection with this award or the Plan 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.

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 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 employmentemployment and application of the post-employment obligations; (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 the 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. 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, 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” Exercisable Date shall not be deemed to materially adversely affect your rights under this Award Agreement requiring 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 found to be unenforceable in any jurisdictionunenforceable, any court of competent jurisdiction or the Director Human Resources may reform the relevant provisions restrictions (e.g., e.g. as to length of service, time, geographical area or scope) to the extent the Firm considers necessary required to make the provision enforceable under applicable law. Accelerated Distribution for Ethics or Conflict Reasons Resulting From Employment Governing Law: This award shall be governed by a Government Entity: Upon receipt and construed in accordance with the laws of satisfactory evidence that applicable United States federalthe state of New York, state, local, foreign or supranational ethics or without regard to conflict of interest laws or regulations require you to divest your interest in JPMorgan Chase restricted stock units, the Firm may accelerate the distribution law principles. Choice 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 Forum: By accepting this award, acceleration shall apply (to extent required) you agree that to the percentage 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 your outstanding award that would continue to vest under that sectionthe American Arbitration Association if so elected by the Firm in its sole discretion. In the case 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 (i) to waive the right to a termination ofjury trial; and (ii) that any judicial proceeding or arbitration claim brought in connection with this award or the Plan 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.

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 ofof 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.