Common use of Recovery Clause in Contracts

Recovery. In addition, you may be required to pay the Firm up to an amount equal to the Fair Market Value (determined as of the applicable vesting date or acceleration date) of the gross number of shares of Common Stock previously distributed, including vested shares subject to the Holding Requirements, under this award as follows: • Payment may be required with respect to any shares of Common Stock distributed within the three year period prior to a notice-of-recovery under this section, if the Firm in its sole discretion determines that: ◦ you committed a fraudulent act, or engaged in knowing and willful misconduct related to your employment; ◦ you violated any of the provisions as set forth above in the section captioned “Your Obligations;” or ◦ you violated the employment restrictions set forth in the subsection “Full Career Eligibility” or “Government Office” following the termination of your employment. • In addition, payment may be required with respect to any shares distributed within the one year period prior to notice-of-recovery under this section, if the Firm in its sole discretion determines appropriate pursuant to the provisions in the section captioned “Recapture Provisions”. Notice-of-recovery under this subsection is a written (including electronic) notice from the Firm to you either requiring payment under this subsection or stating that JPMorgan Chase is evaluating requiring payment under this subsection. Without limiting the foregoing, notice-of-recovery will be deemed provided if the Firm makes a good faith attempt to provide written (including electronic) notice at your last known address maintained in the Firm’s employment records. For the avoidance of doubt, a notice-of-recovery that the Firm is evaluating requiring payment under this subsection shall preserve JPMorgan Chase’s rights to require payment as set forth above in all respects and the Firm shall be under no obligation to complete its evaluation other than as the Firm may determine in its sole discretion. For purposes of this subsection, shares distributed under this award include shares withheld for tax purposes. However, it is the Firm’s intention that you only be required to pay the amounts under this subsection with respect to shares that are or may be retained by you following a determination of tax liability and that you will not be required to pay amounts with respect to shares representing irrevocable tax withholdings or tax payments previously made (whether by you or the Firm) that you will not be able to recover, recapture or reclaim (including as a tax credit, refund or other benefit). Accordingly, JPMorgan Chase will not require you to pay any amount that the Firm or its nominee in his or her sole discretion determines is represented by such withholdings or tax payments. Payment may be made in shares of Common Stock or in cash. You agree that any repayment will be a lawful recovery under the terms and conditions of your Award Agreement and is not to be construed in any manner as a penalty. Nothing in the section in any way limits your obligations under “Bonus Recoupment”.

Recovery. In additionaddition to cancellation of outstanding PSUs, you may be required to pay the Firm up to an amount equal to the Fair Market Value (determined as of the applicable vesting date or acceleration date) of the gross number of shares of Common Stock previously distributed, including vested shares subject to the Holding Requirements, under this award as follows: • Payment may be required with respect to any shares of Common Stock distributed within the three year period prior to a notice-of-recovery under this section, if the Firm in its sole discretion determines that: ◦ you committed a fraudulent act, or engaged in knowing and willful misconduct related to your employment; ◦ you violated any of the provisions as set forth above in the section captioned “Your Obligations;” or ◦ you violated the employment restrictions set forth in the subsection “Full Career Eligibility” or “Government Office” following the termination of your employment. • In addition, payment may be required with respect to any shares distributed within the one year period prior to notice-of-recovery under this section, if the Firm in its sole discretion determines appropriate pursuant to the provisions in the section captioned “Recapture Provisions”. Notice-of-recovery under this subsection is a written (including electronic) notice from the Firm to you either requiring payment under this subsection or stating that JPMorgan Chase is evaluating requiring payment under this subsection. Without limiting the foregoing, notice-of-recovery will be deemed provided if the Firm makes a good faith attempt to provide written (including electronic) notice at your last known address maintained in the Firm’s employment records. For the avoidance of doubt, a notice-of-recovery that the Firm is evaluating requiring payment under this subsection shall preserve JPMorgan Chase’s rights to require payment as set forth above in all respects and the Firm shall be under no obligation to complete its evaluation other than as the Firm may determine in its sole discretion. For purposes of this subsection, shares distributed under this award include shares withheld for tax purposes. However, it is the Firm’s intention that you only be required to pay the amounts under this subsection with respect to shares that are or may be retained by you following a determination of tax liability and that you will not be required to pay amounts with respect to shares representing irrevocable tax withholdings or tax payments previously made (whether by you or the Firm) that you will not be able to recover, recapture or reclaim (including as a tax credit, refund or other benefit). Accordingly, JPMorgan Chase will not require you to pay any amount that the Firm or its nominee in his or her sole discretion determines is represented by such withholdings or tax payments. Payment may be made in shares of Common Stock or in cash. You agree that any repayment will be a lawful recovery under the terms and conditions of your Award Agreement and is not to be construed in any manner as a penalty. Nothing in the section in any way limits your obligations under “Bonus Recoupment”.

Recovery. In additionFollowing termination under subsection (b), you may be required to pay Landlord shall have all the Firm up to an amount equal to the Fair Market Value (determined as rights and remedies of a landlord provided by Article 1951.2 of the applicable vesting date or acceleration date) Civil Code of the gross number State of shares California. The amount of Common Stock previously distributed, including vested shares subject damages which Landlord may recover following termination under subsection (b) shall include: (i) the worth at the time of the award of the unpaid rent and other amounts which had been earned at the time of termination; (ii) the worth at the time of the award of the amount by which the unpaid rent which would have been earned after termination until the time of the award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; (iii) the worth at the time of the award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of rental loss Tenant proves could be reasonably avoided; and (iv) any other amount necessary to the Holding Requirements, compensate Landlord for all detriment proximately caused by Tenant's failure to perform its obligations under this award as follows: • Payment may be required with respect to any shares of Common Stock distributed within Lease. The "worth at the three year period prior to a notice-of-recovery under this section, if the Firm in its sole discretion determines that: ◦ you committed a fraudulent act, or engaged in knowing and willful misconduct related to your employment; ◦ you violated any time of the provisions award" of the amount referred to in (i) and (ii) above shall be computed by allowing interest thereon at the Default Rate (as set forth below). The "worth at the time of the award" of the amount referred to in (iii) above shall be computed by discounting such amount at the Default Rate (as set forth below). Tenant hereby covenants and agrees that the Rent Abatement granted by Landlord to Tenant pursuant to this Lease is granted by Landlord upon Landlord's and Tenant's presumption that Tenant shall remain on the Premises for the entire five (5) years duration of the Term and, therefore, in the section captioned “Your Obligations;” or ◦ you violated event of termination under Article 12.02(b), such abatement of Base Rent shall be forfeited by Tenant, and the employment restrictions set forth in "worth at the subsection “Full Career Eligibility” or “Government Office” following time of award" of the termination of your employment. • In addition, payment may be required with respect to any shares distributed within the one year period prior to notice-of-recovery under this section, if the Firm in its sole discretion determines appropriate Base Rent unpaid by Tenant pursuant to the provisions Lease, shall include damages in the section captioned “Recapture Provisions”. Notice-of-recovery under this subsection is a written (including electronic) notice from the Firm to you either requiring payment under this subsection or stating that JPMorgan Chase is evaluating requiring payment under this subsection. Without limiting the foregoing, notice-of-recovery will be deemed amount of any and all Base Rent previously abated plus interest thereon as otherwise provided if the Firm makes a good faith attempt to provide written (including electronic) notice at your last known address maintained in the Firm’s employment records. For the avoidance of doubt, a notice-of-recovery that the Firm is evaluating requiring payment under this subsection shall preserve JPMorgan Chase’s rights to require payment as set forth above in all respects and the Firm shall be under no obligation to complete its evaluation other than as the Firm may determine in its sole discretion. For purposes of this subsection, shares distributed under this award include shares withheld for tax purposes. However, it is the Firm’s intention that you only be required to pay the amounts under this subsection with respect to shares that are or may be retained by you following a determination of tax liability and that you will not be required to pay amounts with respect to shares representing irrevocable tax withholdings or tax payments previously made (whether by you or the Firm) that you will not be able to recover, recapture or reclaim (including as a tax credit, refund or other benefit). Accordingly, JPMorgan Chase will not require you to pay any amount that the Firm or its nominee in his or her sole discretion determines is represented by such withholdings or tax payments. Payment may be made in shares of Common Stock or in cash. You agree that any repayment will be a lawful recovery under the terms and conditions of your Award Agreement and is not to be construed in any manner as a penalty. Nothing in the section in any way limits your obligations under “Bonus Recoupment”Lease.

Recovery. In addition, you may be required to pay the Firm up to an amount equal to the Fair Market Value (determined as of the applicable vesting date or acceleration date) of the gross number of shares of Common Stock previously distributed, including vested shares subject to the Holding Requirements, distributed under this award as follows: • Payment may be required with respect to any shares of Common Stock distributed within the three year period prior to a notice-of-recovery under this section, if the Firm in its sole discretion determines that: ◦ you committed a fraudulent act, or engaged in knowing and willful misconduct related to your employment; , or ◦ you violated any of the provisions as set forth above in the section captioned “Your Obligations;” ”, or ◦ you violated the employment restrictions set forth in the subsection “Full --Full Career Eligibility” or “Government --Government Office” following the termination of your employment. • In addition, payment may be required with respect to any shares distributed within the one year period prior to notice-of-recovery under this section, if the Firm in its sole discretion determines appropriate pursuant to as a result of the provisions detrimental and risk-related conduct listed in the section captioned above “Recapture Provisions”Detrimental Conduct, Risk Related and Other Cancellation/Recapture” subsection. Notice-of-recovery under this subsection is a written (including electronic) notice from the Firm to you either requiring payment under this subsection or stating that JPMorgan Chase is evaluating requiring payment under this subsection. Without limiting the foregoing, notice-of-recovery will be deemed provided if the Firm makes a good faith attempt to provide written (including electronic) notice at your last known address maintained in the Firm’s employment records. For the avoidance of doubt, a notice-of-recovery that the Firm is evaluating requiring payment under this subsection shall preserve JPMorgan Chase’s rights to require payment as set forth above in all respects and the Firm shall be under no obligation to complete its evaluation other than as the Firm may determine in its sole discretion. For purposes of this subsection, shares distributed under this award include shares withheld for tax purposes. However, it is the Firm’s intention that you only be required to pay the amounts under this subsection with respect to shares that are or may be retained by you following a determination of tax liability and that you will not be required to pay amounts with respect to shares representing irrevocable tax withholdings or tax payments previously made (whether by you or the Firm) that you will not be able to recover, recapture or reclaim (including as a tax credit, refund or other benefit). Accordingly, JPMorgan Chase will not require you to pay any amount that the Firm or its nominee in his or her sole discretion determines is represented by such withholdings or tax payments. Payment may be made in shares of Common Stock or in cash. You agree that any repayment will be a lawful recovery under the terms and conditions of your Award Agreement and is not to be construed in any manner as a penalty. Nothing in the section in any way limits your obligations under “Bonus Recoupment”.

Recovery. In additionFollowing termination under subsection (b), you may be required to pay Landlord shall have all the Firm up to an amount equal to the Fair Market Value (determined as rights and remedies of a landlord provided by Section 1951.2 of the applicable vesting date or acceleration date) Civil Code of the gross number State of shares California. The amount of Common Stock previously distributeddamages which Landlord may recover following termination under subsection (b) shall include: (i) the worth at the time of the award of the unpaid rent and other amounts which had been earned at the time of termination; (ii) the worth at the time of the award of the amount by which the unpaid rent which would have been earned Verus Lease v06 -26- February 2, including vested shares subject 2005 (8:51 pm) after termination until the time of the award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; (iii) the worth at the time of the award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of rental loss Tenant proves could be reasonably avoided; and (iv) any other amount necessary to the Holding Requirements, compensate Landlord for all detriment proximately caused by Tenant’s failure to perform its obligations under this award as follows: • Payment may be required with respect to any shares of Common Stock distributed within Lease. The “worth at the three year period prior to a notice-of-recovery under this section, if the Firm in its sole discretion determines that: ◦ you committed a fraudulent act, or engaged in knowing and willful misconduct related to your employment; ◦ you violated any time of the provisions award” of the amount referred to in (i) and (ii) above shall be computed by allowing interest thereon at the Default Rate (as set forth below). The “worth at the time of the award” of the amount referred to in (iii) above shall be computed by discounting such amount at the Default Rate (as set forth below). Tenant hereby covenants and agrees that the Rent Abatement granted by Landlord to Tenant pursuant to this Lease is granted by Landlord upon Landlord’s and Tenant’s presumption that Tenant shall remain on the Premises for the entire initial Term of the Lease and, therefore, in the section captioned event of termination under Section 12.02(b) during the initial Term as a result of the filing of a bankruptcy case or as a result of an assignment for the benefit of creditors, such abatement of Base Rent shall be forfeited by Tenant, and the “Your Obligations;worth at the time of award” or ◦ you violated of the employment restrictions set forth in the subsection “Full Career Eligibility” or “Government Office” following the termination of your employment. • In addition, payment may be required with respect to any shares distributed within the one year period prior to notice-of-recovery under this section, if the Firm in its sole discretion determines appropriate Base Rent unpaid by Tenant pursuant to the provisions Lease, shall include damages in the section captioned “Recapture Provisions”. Notice-of-recovery under this subsection is a written (including electronic) notice from the Firm to you either requiring payment under this subsection or stating that JPMorgan Chase is evaluating requiring payment under this subsection. Without limiting the foregoing, notice-of-recovery will be deemed amount of any and all Base Rent previously abated plus interest thereon as otherwise provided if the Firm makes a good faith attempt to provide written (including electronic) notice at your last known address maintained in the Firm’s employment recordsLease. For In the avoidance event of doubttermination under Article 12 for any other reason during the initial Term, a noticepro-of-recovery that rate share of such abatement of Base Rent, determined based on the Firm is evaluating requiring payment under this subsection shall preserve JPMorgan Chase’s rights to require payment as set forth above number of months then remaining in all respects the initial Term of the Lease and the Firm number of months in the initial Term of the Lease, shall be under no obligation forfeited by Tenant, and the “worth at the time of award” of the Base Rent unpaid by Tenant pursuant to complete its evaluation other than the Lease, shall include damages in such proportionate amount of any and all Base Rent previously abated plus interest thereon as the Firm may determine in its sole discretion. For purposes of this subsection, shares distributed under this award include shares withheld for tax purposes. However, it is the Firm’s intention that you only be required to pay the amounts under this subsection with respect to shares that are or may be retained by you following a determination of tax liability and that you will not be required to pay amounts with respect to shares representing irrevocable tax withholdings or tax payments previously made (whether by you or the Firm) that you will not be able to recover, recapture or reclaim (including as a tax credit, refund or other benefit). Accordingly, JPMorgan Chase will not require you to pay any amount that the Firm or its nominee in his or her sole discretion determines is represented by such withholdings or tax payments. Payment may be made in shares of Common Stock or in cash. You agree that any repayment will be a lawful recovery under the terms and conditions of your Award Agreement and is not to be construed in any manner as a penalty. Nothing otherwise provided in the section in any way limits your obligations under “Bonus Recoupment”Lease commencing on the date of termination.

Recovery. In addition, you may be required to pay the Firm up to an amount equal to the Fair Market Value (determined as of the applicable vesting date or acceleration date) of the gross number of shares of Common Stock previously distributed, including vested shares subject to the Holding Requirements, distributed under this award as follows: • Payment may be required with respect to any shares of Common Stock distributed within the three year period prior to a notice-of-recovery under this section, if the Firm in its sole discretion determines that: ◦ you committed a fraudulent act, or engaged in knowing and willful misconduct related to your employment; , or ◦ you violated any of the provisions as set forth above in the section captioned “Your Obligations;” ”, or ◦ you violated the employment restrictions set forth in the subsection “Full --Full Career Eligibility” or “Government --Government Office” following the termination of your employment. • In addition, payment may be required with respect to any shares distributed within the one year period prior to notice-of-recovery under this section, if the Firm in its sole discretion determines appropriate pursuant to the provisions in the section captioned “Recapture Provisions”. Notice-of-recovery under this subsection is a written (including electronic) notice from the Firm to you either requiring payment under this subsection or stating that JPMorgan Chase is evaluating requiring payment under this subsection. Without limiting the foregoing, notice-of-recovery will be deemed provided if the Firm makes a good faith attempt to provide written (including electronic) notice at your last known address maintained in the Firm’s employment records. For the avoidance of doubt, a notice-of-recovery that the Firm is evaluating requiring payment under this subsection shall preserve JPMorgan Chase’s rights to require payment as set forth above in all respects and the Firm shall be under no obligation to complete its evaluation other than as the Firm may determine in its sole discretion. For purposes of this subsection, shares distributed under this award include shares withheld for tax purposes. However, it is the Firm’s intention that you only be required to pay the amounts under this subsection with respect to shares that are or may be retained by you following a determination of tax liability and that you will not be required to pay amounts with respect to shares representing irrevocable tax withholdings or tax payments previously made (whether by you or the Firm) that you will not be able to recover, recapture or reclaim (including as a tax credit, refund or other benefit). Accordingly, JPMorgan Chase will not require you to pay any amount that the Firm or its nominee in his or her sole discretion determines is represented by such withholdings or tax payments. Payment may be made in shares of Common Stock or in cash. You agree that any repayment will be a lawful recovery under the terms and conditions of your Award Agreement and is not to be construed in any manner as a penalty. Nothing in the section in any way limits your obligations under “Bonus Recoupment” and “EMEA Malus and Clawback Policy - Identified Staff”.

Recovery. In addition, you may be required to pay the Firm up to an amount equal to the Fair Market Value (determined as of the applicable vesting date or acceleration date) of the gross number of shares of Common Stock previously distributed, including vested shares subject to the Holding Requirements, distributed under this award as follows: • Payment may be required with respect to any shares of Common Stock distributed within the three year period prior to a notice-of-recovery under this section, if the Firm in its sole discretion determines that: ◦ you committed a fraudulent act, or engaged in knowing and willful misconduct related to your employment; , or ◦ you violated any of the provisions as set forth above in the section captioned “Your Obligations;” ”, or ◦ you violated the employment restrictions set forth in the subsection “Full --Full Career Eligibility” or “Government --Government Office” following the termination of your employment. • In addition, payment may be required with respect to any shares distributed within the one year period prior to notice-of-recovery under this section, if the Firm in its sole discretion determines appropriate pursuant to the provisions in the section captioned “Recapture Provisions”. Notice-of-recovery under this subsection is a written (including electronic) notice from the Firm to you either requiring payment under this subsection or stating that JPMorgan Chase is evaluating requiring payment under this subsection. Without limiting the foregoing, notice-of-recovery will be deemed provided if the Firm makes a good faith attempt to provide written (including electronic) notice at your last known address maintained in the Firm’s employment records. For the avoidance of doubt, a notice-of-recovery that the Firm is evaluating requiring payment under this subsection shall preserve JPMorgan Chase’s rights to require payment as set forth above in all respects and the Firm shall be under no obligation to complete its evaluation other than as the Firm may determine in its sole discretion. For purposes of this subsection, shares distributed under this award include shares withheld for tax purposes. However, it is the Firm’s intention that you only be required to pay the amounts under this subsection with respect to shares that are or may be retained by you following a determination of tax liability and that you will not be required to pay amounts with respect to shares representing irrevocable tax withholdings or tax payments previously made (whether by you or the Firm) that you will not be able to recover, recapture or reclaim (including as a tax credit, refund or other benefit). Accordingly, JPMorgan Chase will not require you to pay any amount that the Firm or its nominee in his or her sole discretion determines is represented by such withholdings or tax payments. Payment may be made in shares of Common Stock or in cash. You agree that any repayment will be a lawful recovery under the terms and conditions of your Award Agreement and is not to be construed in any manner as a penalty. Nothing in the section in any way limits your obligations under “Bonus Recoupment”.

Recovery. In addition, you may be required to pay the Firm up to an amount equal to the Fair Market Value (determined as of the applicable vesting date or acceleration date) of the gross number of shares of Common Stock previously distributed, including vested shares subject to the Holding Requirements, distributed under this award as follows: • Payment may be required with respect to any shares of Common Stock distributed within the three three-year period prior to a notice-of-recovery under this section, if the Firm in its sole discretion determines that: ◦ you committed a fraudulent act, or engaged in knowing and willful misconduct related to your employment; , or ◦ you violated any of the provisions as set forth above in the section captioned “Your Obligations;” ”, or ◦ you violated the employment restrictions set forth in the subsection “Full --Full Career Eligibility” or “Government --Government Office” following the termination of your employment. • In addition, payment may be required with respect to any shares distributed within the one one-year period prior to notice-of-recovery under this section, if the Firm in its sole discretion determines appropriate pursuant to as a result of the provisions detrimental and risk-related conduct listed in the section captioned above “Recapture Provisions”Detrimental Conduct, Risk Related and Other Cancellation/Recapture” subsection. Notice-of-recovery under this subsection is a written (including electronic) notice from the Firm to you either requiring payment under this subsection or stating that JPMorgan Chase is evaluating requiring payment under this subsection. Without limiting the foregoing, notice-of-recovery will be deemed provided if the Firm makes a good faith attempt to provide written (including electronic) notice at your last known address maintained in the Firm’s employment records. For the avoidance of doubt, a notice-of-recovery that the Firm is evaluating requiring payment under this subsection shall preserve JPMorgan Chase’s rights to require payment as set forth above in all respects and the Firm shall be under no obligation to complete its evaluation other than as the Firm may determine in its sole discretion. For purposes of this subsection, shares distributed under this award include shares withheld for tax purposes. However, it is the Firm’s intention that you only be required to pay the amounts under this subsection with respect to shares that are or may be retained by you following a determination of tax liability and that you will not be required to pay amounts with respect to shares representing irrevocable tax withholdings or tax payments previously made (whether by you or the Firm) that you will not be able to recover, recapture or reclaim (including as a tax credit, refund or other benefit). Accordingly, JPMorgan Chase will not require you to pay any amount that the Firm or its nominee in his or her sole discretion determines is represented by such withholdings or tax payments. Payment may be made in shares of Common Stock or in cash. You agree that any repayment will be a lawful recovery under the terms and conditions of your Award Agreement and is not to be construed in any manner as a penalty. Nothing in the section in any way limits your obligations under “Bonus Recoupment”.

Recovery. In addition, you You may be required to pay the Firm up to an amount equal to the Fair Market Value (determined as of the applicable vesting date or acceleration date) of the gross number of shares of Common Stock previously distributed, including vested shares subject to the Holding Requirements, distributed under this award as follows: • Payment may be required with respect to any shares of Common Stock distributed within the three three-year period prior to a notice-of-recovery under this section, if the Firm in its sole discretion determines that: ◦ you committed a fraudulent act, or engaged in knowing and willful misconduct related to your employment; , or ◦ you violated any of the provisions as set forth above in the section captioned “Your Obligations;” ”, or ◦ you violated the employment restrictions set forth in the subsection “Full Career Eligibility” or “Government Office” following the termination of your employment. • In addition, payment may be required with respect to any shares distributed within the one one-year period prior to notice-of-recovery under this section, if the Firm in its sole discretion determines appropriate pursuant to as a result of the provisions detrimental and risk-related conduct listed in the section captioned above “Recapture Provisions”Detrimental Conduct, Risk Related and Other Cancellation/Recapture” subsection. Notice-of-recovery under this subsection is a written (including electronic) notice from the Firm to you either requiring payment under this subsection or stating that JPMorgan Chase is evaluating requiring payment under this subsection. Without limiting the foregoing, notice-of-recovery will be deemed provided if the Firm makes a good faith attempt to provide written (including electronic) notice at your last known address maintained in the Firm’s employment records. For the avoidance of doubt, a notice-of-recovery that the Firm is evaluating requiring payment under this subsection shall preserve JPMorgan Chase’s rights to require payment as set forth above in all respects and the Firm shall be under no obligation to complete its evaluation other than as the Firm may determine in its sole discretion. For purposes of this subsection, shares distributed under this award include shares withheld for tax purposes. However, it is the Firm’s intention that you only be required to pay the amounts under this subsection with respect to shares that are or may be retained by you following a determination of tax liability and that you will not be required to pay amounts with respect to shares representing irrevocable tax withholdings or tax payments previously made (whether by you or the Firm) that you will not be able to recover, recapture or reclaim (including as a tax credit, refund or other benefit). Accordingly, JPMorgan Chase will not require you to pay any amount that the Firm or its nominee in his or her sole discretion determines is represented by such withholdings or tax payments. Payment may be made in shares of Common Stock or in cash. You agree that any repayment will be a lawful recovery under the terms and conditions of your Award Agreement and is not to be construed in any manner as a penalty. Nothing in the section in any way limits your obligations under “Bonus Recoupment” and “EMEA Malus and Clawback Policy - Identified Staff”.

Recovery. In additionExcept as otherwise agreed by the parties in connection with a cost-sharing arrangement, you may any recovery realized by a party as a result of any action or proceeding in the Territory pursuant to this Section 8.4, whether by way of settlement or otherwise, shall be required applied first to pay reimburse the Firm up documented out-of-pocket legal expenses of the party that brought (or defended) and controlled such action or proceeding incurred in connection with such action or proceeding, and second to an amount equal reimburse the documented out-of-pocket legal expenses of the other party incurred in connection with such action or proceeding, and any remaining amounts shall be [***]; provided, however, that: (i) any recovery realized by Arcus as a result of any action brought (or defended) and controlled by Arcus pursuant to Section 8.4(a)(i)or Section 8.4(c)(i)(1) (after reimbursement of the parties’ documented out-of-pocket legal expenses relating to the Fair Market Value (determined as of the applicable vesting date action or acceleration dateproceeding) of the gross number of shares of Common Stock previously distributed, including vested shares subject to the Holding Requirements, under this award shall be allocated as follows: • Payment may be required with respect [***] (ii) any recovery realized by TAIHO as a result of any action brought and controlled by TAIHO pursuant to any shares Section 8.4(c)(i)(1) (after reimbursement of Common Stock distributed within the three year period prior to a noticeparties’ documented out-of-pocket legal expenses relating to the action or proceeding) shall be [***]; and (iii) any recovery under realized by Arcus or TAIHO as a result of any other action brought and controlled by such party pursuant to this section, if the Firm in its sole discretion determines that: ◦ you committed a fraudulent act, or engaged in knowing and willful misconduct related to your employment; ◦ you violated any Section 8.4 (after reimbursement of the provisions as set forth above in the section captioned “Your Obligations;” or ◦ you violated the employment restrictions set forth in the subsection “Full Career Eligibility” or “Government Office” following the termination of your employment. • In addition, payment may be required with respect to any shares distributed within the one year period prior to noticeparties’ documented out-of-recovery under this section, if the Firm in its sole discretion determines appropriate pursuant pocket legal expenses relating to the provisions in the section captioned “Recapture Provisions”action or proceeding) shall [***]. Notice-of-recovery under this subsection is a written (including electronic) notice from the Firm to you either requiring payment under this subsection or stating that JPMorgan Chase is evaluating requiring payment under this subsection*** CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Without limiting the foregoing, notice-of-recovery will be deemed provided if the Firm makes a good faith attempt to provide written (including electronic) notice at your last known address maintained in the Firm’s employment recordsCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. For the avoidance of doubt, a notice-of-recovery that the Firm is evaluating requiring payment under this subsection shall preserve JPMorgan Chase’s rights to require payment as set forth above in all respects and the Firm shall be under no obligation to complete its evaluation other than as the Firm may determine in its sole discretion. For purposes of this subsection, shares distributed under this award include shares withheld for tax purposes. However, it is the Firm’s intention that you only be required to pay the amounts under this subsection with respect to shares that are or may be retained by you following a determination of tax liability and that you will not be required to pay amounts with respect to shares representing irrevocable tax withholdings or tax payments previously made (whether by you or the Firm) that you will not be able to recover, recapture or reclaim (including as a tax credit, refund or other benefit). Accordingly, JPMorgan Chase will not require you to pay any amount that the Firm or its nominee in his or her sole discretion determines is represented by such withholdings or tax payments. Payment may be made in shares of Common Stock or in cash. You agree that any repayment will be a lawful recovery under the terms and conditions of your Award Agreement and is not to be construed in any manner as a penalty. Nothing in the section in any way limits your obligations under “Bonus Recoupment”.CONFIDENTIAL TREATMENT REQUESTED

Recovery. In addition, you may be required to pay the Firm up to an amount equal to the Fair Market Value (determined as of the applicable vesting date or acceleration date) of the gross number of shares of Common Stock previously distributed, including vested shares subject to the Holding Requirements, distributed under this award as follows: • Payment may be required with respect to any shares of Common Stock distributed within the three year period prior to a notice-of-recovery under this section, if the Firm in its sole discretion determines that: ◦ you committed a fraudulent act, or engaged in knowing and willful misconduct related to your employment; , or ◦ you violated any of the provisions as set forth above in the section captioned “Your Obligations;” ”, or ◦ you violated the employment restrictions set forth in the subsection “Full --Full Career Eligibility” or “Government --Government Office” following the termination of your employment. • In addition, payment may be required with respect to any shares distributed within the one year period prior to notice-of-recovery under this section, if the Firm in its sole discretion determines appropriate pursuant to as a result of the provisions detrimental and risk-related conduct listed in the section captioned above “Recapture Provisions”Detrimental Conduct, Risk Related and Other Cancellation/Recapture” subsection. Notice-of-recovery under this subsection is a written (including electronic) notice from the Firm to you either requiring payment under this subsection or stating that JPMorgan Chase is evaluating requiring payment under this subsection. Without limiting the foregoing, notice-of-recovery will be deemed provided if the Firm makes a good faith attempt to provide written (including electronic) notice at your last known address maintained in the Firm’s employment records. For the avoidance of doubt, a notice-of-recovery that the Firm is evaluating requiring payment under this subsection shall preserve JPMorgan Chase’s rights to require payment as set forth above in all respects and the Firm shall be under no obligation to complete its evaluation other than as the Firm may determine in its sole discretion. For purposes of this subsection, shares distributed under this award include shares withheld for tax purposes. However, it is the Firm’s intention that you only be required to pay the amounts under this subsection with respect to shares that are or may be retained by you following a determination of tax liability and that you will not be required to pay amounts with respect to shares representing irrevocable tax withholdings or tax payments previously made (whether by you or the Firm) that you will not be able to recover, recapture or reclaim (including as a tax credit, refund or other benefit). Accordingly, JPMorgan Chase will not require you to pay any amount that the Firm or its nominee in his or her sole discretion determines is represented by such withholdings or tax payments. Payment may be made in shares of Common Stock or in cash. You agree that any repayment will be a lawful recovery under the terms and conditions of your Award Agreement and is not to be construed in any manner as a penalty. Nothing in the section in any way limits your obligations under “Bonus Recoupment” and “EMEA Malus and Clawback Policy - Identified Staff”.

Recovery. In addition, you may be required to pay the Firm up to an amount equal to the Fair Market Value (determined as of the applicable vesting date or acceleration date) of the gross number of shares of Common Stock previously distributed, including vested shares subject to the Holding Requirements, distributed under this award as follows: • Payment may be required with respect to any shares of Common Stock distributed within the three year period prior to a notice-of-recovery under this section, if the Firm in its sole discretion determines that: ◦ you committed a fraudulent act, or engaged in knowing and willful misconduct related to your employment; , or ◦ you violated any of the provisions as set forth above in the section captioned “Your Obligations;” ”, or ◦ you violated the employment restrictions set forth in the subsection “Full --Full Career Eligibility” or “Government --Government Office” following the termination of your employment. • In addition, payment may be required with respect to any shares distributed within the one year period prior to notice-of-recovery under this section, if the Firm in its sole discretion determines appropriate pursuant to the provisions in the section captioned “Recapture Provisions”. Notice-of-recovery under this subsection is a written (including electronic) notice from the Firm to you either requiring payment under this subsection or stating that JPMorgan Chase is evaluating requiring payment under this subsection. Without limiting the foregoing, notice-of-recovery will be deemed provided if the Firm makes a good faith attempt to provide written (including electronic) notice at your last known address maintained in the Firm’s employment records. For the avoidance of doubt, a notice-of-recovery that the Firm is evaluating requiring payment under this subsection shall preserve JPMorgan Chase’s rights to require payment as set forth above in all respects and the Firm shall be under no obligation to complete its evaluation other than as the Firm may determine in its sole discretion. For purposes of this subsection, shares distributed under this award include shares withheld for tax purposes. However, it is the Firm’s intention that you only be required to pay the amounts under this subsection with respect to shares that are or may be retained by you following a determination of tax liability and that you will not be required to pay amounts with respect to shares representing irrevocable tax withholdings or tax payments previously made (whether by you or the Firm) that you will not be able to recover, recapture or reclaim (including as a tax credit, refund or other benefit). Accordingly, JPMorgan Chase will not require you to pay any amount that the Firm or its nominee in his or her sole discretion determines is represented by such withholdings or tax payments. Payment may be made in shares of Common Stock or in cash. You agree that any repayment will be a lawful recovery under the terms and conditions of your Award Agreement and is not to be construed in any manner as a penalty. Nothing in the section in any way limits your obligations under “Bonus Recoupment”.

Recovery. In additionaddition , you may be required to pay the Firm up to an amount equal to the Fair Market Value (determined as of the applicable vesting date or acceleration date) of the gross number of shares of Common Stock previously distributed, including vested shares subject to the Holding Requirements, under this award as follows: • Payment may be required with respect to any shares of Common Stock distributed within the three year period prior to a notice-of-recovery under this section, if the Firm in its sole discretion determines that: ◦ you committed a fraudulent act, or engaged in knowing and willful misconduct related to your employment; ◦ you violated any of the provisions as set forth above in the section captioned “Your Obligations;” or ◦ you violated the employment restrictions set forth in the subsection “Full Career Eligibility” or “Government Office” following the termination of your employment. • In addition, payment may be required with respect to any shares distributed within the one year period prior to notice-of-recovery under this section, if the Firm in its sole discretion determines appropriate pursuant to as a result of the provisions detrimental and risk-related conduct listed in the section captioned above “Recapture ProvisionsDetrimental Conduct, Risk Related and Other Cancellation/Recapture” subsection”. Notice-of-recovery under this subsection is a written (including electronic) notice from the Firm to you either requiring payment under this subsection or stating that JPMorgan Chase is evaluating requiring payment under this subsection. Without limiting the foregoing, notice-of-recovery will be deemed provided if the Firm makes a good faith attempt to provide written (including electronic) notice at your last known address maintained in the Firm’s employment records. For the avoidance of doubt, a notice-of-recovery that the Firm is evaluating requiring payment under this subsection shall preserve JPMorgan Chase’s rights to require payment as set forth above in all respects and the Firm shall be under no obligation to complete its evaluation other than as the Firm may determine in its sole discretion. For purposes of this subsection, shares distributed under this award include shares withheld for tax purposes. However, it is the Firm’s intention that you only be required to pay the amounts under this subsection with respect to shares that are or may be retained by you following a determination of tax liability and that you will not be required to pay amounts with respect to shares representing irrevocable tax withholdings or tax payments previously made (whether by you or the Firm) that you will not be able to recover, recapture or reclaim (including as a tax credit, refund or other benefit). Accordingly, JPMorgan Chase will not require you to pay any amount that the Firm or its nominee in his or her sole discretion determines is represented by such withholdings or tax payments. Payment may be made in shares of Common Stock or in cash. You agree that any repayment will be a lawful recovery under the terms and conditions of your Award Agreement and is not to be construed in any manner as a penalty. Nothing in the section in any way limits your obligations under “Bonus Recoupment” and “EMEA Malus and Clawback Policy - Identified Staff”.

Recovery. In addition(a) The Parent Shares will be held by Seller for six (6) months after the Closing Date (and Seller will not liquidate until such period has expired) to be surrendered to Parent (valued at the per share closing price of Parent’s Common Stock on the Closing Date) in satisfaction of any Seller Indemnification Amount due within six (6) months following the Closing Date. For six (6) months after the Closing Date, you may Parent shall be required entitled to pay cancel the Firm up to an amount equal Option or, to the Fair Market Value extent Xx. Xxxxxx shall have exercised the Option, recover the Parent shares so issued (determined valued in either case at the per share closing price of Parent’s Common Stock on the Closing Date) in satisfaction of any Seller Indemnification Amount due within six (6) months following the Closing Date. Notwithstanding any other provision in this Agreement other than Section 5.3(c) above, any Seller Indemnification Amount shall be satisfied by means of the simultaneous surrender of Parent Shares and cancellation of the Option (and/or recovery of Parent shares issued upon exercise of the Option) on a pro rata basis based on the number of Parent Shares issued at the Closing and the number of shares initially subject to the Option. If there is a dispute regarding any Seller Indemnification Amount alleged to be due or if the dispute out of which such Amount arises (the “Indemnified Dispute”) has not been resolved, in no event shall any Parent Shares be surrendered to Parent (nor shall the Option be cancelled or any shares issued on exercise thereof be recovered) in settlement of such disputed Parent Indemnification Amount unless and until such dispute is settled by written agreement of Seller and Parent or final court judgment not subject to appeal. (b) If there is no dispute pending regarding a claimed Seller Indemnification Amount and the Indemnified Dispute has been resolved and satisfied as of the applicable vesting day that is six (6) months after the Closing Date (the “Deadline”), any remaining Parent Shares may be distributed thereafter by Seller to Stockholders. If there is a dispute pending regarding a claimed Seller Indemnification Amount or the Indemnified Dispute has not been resolved and satisfied by Seller prior to the Deadline, an amount of Parent Shares (valued at the per share closing price of Parent’s Common Stock on the Closing Date) and a portion of the Option (or a portion of the Parent shares issued on exercise of the Option) sufficient to satisfy such claimed Seller Indemnification Amount ("Special Holdback") shall continue to be held by Seller subject to surrender to Parent or shall continue to be subject to cancellation (or recovery) by Parent for such claimed Seller Indemnification Amount incurred with respect to the Indemnified Dispute, until such time as such Indemnified Dispute has been settled by written agreement of the parties thereto or final court judgment not subject to appeal, but any additional Parent Shares which do not relate to the disputed Seller Indemnification Amount may be distributed by Seller to Stockholders and any portion of the Option (or of the Parent shares issued on exercise of the Option) shall cease being subject to cancellation (or recovery) on the date of the Deadline. Parent shall permit Seller, in the event of a Special Holdback, to sell the Parent Shares into the market and the proceeds of such sale shall continue to be held under this Agreement as if such proceeds were "Parent Shares," except that such proceeds shall be segregated and deposited in a separate account of Seller appropriately identified over which Seller shall retain control pursuant to the terms of this Agreement. (c) The Parent Shares shall, until surrendered to Parent or acceleration datedistributed by Seller to Stockholders pursuant to the terms hereof, remain registered in the name of Seller, and Seller shall be entitled to vote the same and Parent will take all reasonable steps to allow and facilitate the exercise of such rights. Except for tax-free dividends paid in stock declared with respect to the Parent Shares pursuant to Section 305(a) of the gross number Code, Seller shall be entitled to receive any cash dividends, dividends payable in securities or distributions of any kind made in respect of the Parent Shares. Any shares of Common Stock previously distributed, including vested shares subject issued pursuant to the Holding Requirements, under this award as follows: • Payment may be required a stock dividend or stock split with respect to any shares the Parent Shares shall continue to be held during the period the Parent Shares are held by Seller pursuant hereto. Any certificates received by Seller on account of Common Stock distributed within the three year period prior to a notice-of-recovery under this section, if the Firm in its sole discretion determines that: ◦ you committed a fraudulent act, stock dividends or engaged in knowing and willful misconduct related to your employment; ◦ you violated any of the provisions as set forth above in the section captioned “Your Obligations;” or ◦ you violated the employment restrictions set forth in the subsection “Full Career Eligibility” or “Government Office” following the termination of your employment. • In addition, payment may be required stock splits with respect to any shares distributed within the one year period prior to notice-of-recovery under this section, if the Firm in its sole discretion determines appropriate pursuant to the provisions in the section captioned “Recapture Provisions”. Notice-of-recovery under this subsection is a written (including electronic) notice from the Firm to you either requiring payment under this subsection or stating that JPMorgan Chase is evaluating requiring payment under this subsection. Without limiting the foregoing, notice-of-recovery will be deemed provided if the Firm makes a good faith attempt to provide written (including electronic) notice at your last known address maintained in the Firm’s employment records. For the avoidance of doubt, a notice-of-recovery that the Firm is evaluating requiring payment under this subsection shall preserve JPMorgan Chase’s rights to require payment as set forth above in all respects and the Firm Parent Shares shall be under no obligation held by Seller pursuant hereto. In the event of any meeting of stockholders of Parent during the period for which the Parent Shares are held by Seller pursuant hereto, Parent shall send to complete its evaluation other than as the Firm may determine Seller promptly copies of any notices, proxies and proxy material in its sole discretion. For purposes of this subsection, shares distributed under this award include shares withheld for tax purposes. However, it is the Firm’s intention that you only be required to pay the amounts under this subsection connection with respect to shares that are or may be retained by you following a determination of tax liability and that you will not be required to pay amounts with respect to shares representing irrevocable tax withholdings or tax payments previously made (whether by you or the Firm) that you will not be able to recover, recapture or reclaim (including as a tax credit, refund or other benefit). Accordingly, JPMorgan Chase will not require you to pay any amount that the Firm or its nominee in his or her sole discretion determines is represented by such withholdings or tax payments. Payment may be made in shares of Common Stock or in cash. You agree that any repayment will be a lawful recovery under the terms and conditions of your Award Agreement and is not to be construed in any manner as a penalty. Nothing in the section in any way limits your obligations under “Bonus Recoupment”meeting.

Recovery. In addition, if you may be required to pay the Firm up to an amount equal to the Fair Market Value (determined as of the applicable vesting date or acceleration date) of the gross number of received shares of Common Stock previously distributed, including vested shares subject to the Holding Requirements, under this award as followsresulting from an exercise: • Payment may be required with respect to any shares of Common Stock distributed within during the three one year period prior to a notice-of-recovery under this section, if the Firm in its sole discretion determines that: ◦ you committed a fraudulent act, or engaged in knowing and willful misconduct related to your employment; ◦ you violated violation of any of the provisions as set forth above in the section captioned “Your Obligations;” or ◦ • following termination of employment when you violated were not in compliance with the employment restrictions set forth in then applicable to you during the subsection “Full Career Eligibility” or “Government Office” following exercise period; • prior to the termination of your employment. • In addition, payment may be required with respect to any shares distributed within employment for “Cause” as described under “Termination 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 prior to notice-of-recovery under this sectionwill be measured from your actual termination date), or • within one year following the applicable Exercisable Date, if the Firm in its sole discretion determines that recovery of the shares is appropriate pursuant to the provisions in the section captioned “Recapture Provisions”. Notice-of-recovery under this subsection is a written (including electronic) notice from the Firm to Additional Award Conditions” below; you either requiring payment under this subsection or stating that JPMorgan Chase is evaluating requiring payment under this subsection. Without limiting the foregoing, notice-of-recovery will be deemed provided if the Firm makes a good faith attempt to provide written (including electronic) notice at your last known address maintained in the Firm’s employment records. For the avoidance of doubt, a notice-of-recovery that the Firm is evaluating requiring payment under this subsection shall preserve JPMorgan Chase’s rights to require payment as set forth above in all respects and the Firm shall be under no obligation to complete its evaluation other than as the Firm may determine in its sole discretion. For purposes of this subsection, shares distributed under this award include shares withheld for tax purposes. However, it is the Firm’s intention that you only be required to pay the amounts under this subsection with respect Firm an amount equal to shares that are or may be retained by you following a determination of tax liability and that you will not be required to pay amounts with respect to shares representing irrevocable tax withholdings or tax payments previously made (whether by you or the Firm) that you will not be able to recover, recapture or reclaim (including as a tax credit, refund or other benefit). Accordingly, JPMorgan Chase will not require you to pay any amount that the Firm or its nominee in his or her sole discretion determines is represented by gain on each such withholdings or tax paymentsexercise 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 any repayment will be a lawful this payment represents recovery of shares to which were not entitled under the terms and conditions of your this Award Agreement and is not to be construed in any manner as a penalty. Nothing 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 section 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. Bonus Recoupment In consideration of the grant of this award, you agree that you are subject to the JPMorgan Chase Bonus Recoupment Policy [link to policy], as it applies both to the cash incentive compensation awarded to you for 2009 and to this award of Stock Appreciation Rights. Additional Award Conditions Notwithstanding any way limits your obligations terms of this Award Agreement to the contrary, JPMorgan Chase reserves the right in its sole discretion to cancel outstanding Stock Appreciation Rights under “Bonus Recoupment”this award and/or to recover from you the net gain realized by you on any exercise of Stock Appreciation Rights under this award within one year after the applicable Exercisable Date: • If you engaged in conduct detrimental to the Firm, insofar as it causes material financial or reputational harm to the Firm or one of its business activities. • If this award was based on materially inaccurate performance metrics, whether or not you were responsible for the inaccuracy; • If this award was based on a material misrepresentation by you; or • If you failed to properly 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.