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   The Employee Stock Purchase Plan
Other Important Information
In addition to the plan details provided in this section, here's some other important information you should be aware of.
Administration
The Compensation and Management Development Committee of the JPMorgan Chase Board of Directors (or any successor committee, the "Committee") administers the plan. The Committee is comprised entirely of directors of JPMorgan Chase who are not employees of JPMorgan Chase or any of our subsidiaries and who are not eligible to participate in the plan. The Committee may appoint agents to act on its behalf.
Subject to the express terms of the plan, the Committee has sole discretion to:
  • Determine the subsidiaries whose employees will be eligible to participate in the plan;
  • Interpret the plan;
  • Establish, amend, and rescind any rules and regulations relating to the plan;
  • Determine the terms and provisions of any offers made under the plan;
  • Designate the employees of the subsidiary for which you work as eligible to participate in the plan;
  • Make all other determinations necessary or advisable for the administration of the plan; and
  • In any manner and to any extent correct any defect, supply any omission, or reconcile any inconsistency in the plan or any offer made under the plan.
Shareholder Approval
The plan was approved by shareholders on May 15, 2001.
ERISA and PBGC
The Employee Stock Purchase Plan is not subject to the terms of the Employee Retirement Income Security Act of 1974 (ERISA). In addition, benefits under the plan are not guaranteed by the Pension Benefit Guaranty Corporation (PBGC) or any other federal agency. The plan is administered to comply only with the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended, and any applicable rules thereunder.
If you are an affiliate of JPMorgan Chase, you may only make reoffers or resales of shares purchased by you under the plan as follows:
  • Pursuant to a "reoffer prospectus" complying with the provisions of the Securities Act and the rules and regulations under that Act;
  • In compliance with Rule 144 under the Securities Act; or
  • In a transaction otherwise exempt from the registration provisions of the Securities Act.
For purposes of the restrictions described in this paragraph, an "affiliate" of JPMorgan Chase is, generally, a director or executive officer of JPMorgan Chase or a person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, JPMorgan Chase.
If you are not an affiliate of JPMorgan Chase, you may resell shares acquired under the plan without restriction through normal securities market channels.
Plan Documents Control
This section is a summary of the plan documents and may not contain all the information important to you. We urge you to read the text of the plan documents. You may obtain a copy of the plan documents and information regarding plan administrators by writing to:
Office of the Secretary
JPMorgan Chase & Co.
270 Park Avenue, 35th Floor
New York, New York 10017
Transferability
You may not transfer any of your rights or obligations under the plan, except by will or the laws of descent and distribution. The plan does not prohibit you or any of your creditors from imposing a lien on any assets held for your account under the plan.
Right to Amend
JPMorgan Chase reserves the right to amend, modify, suspend, reduce or curtail benefits under, or terminate the Employee Stock Purchase Plan at any time, upon the approval of the Board of Directors and/or shareholders (if required by applicable laws).
JPMorgan Chase also reserves the right to amend any of the plans and policies, to change the method of providing benefits, to change the eligibility requirements, to curtail or reduce future benefits, or to terminate at any time for any reason any of the plans and policies described in this Guide. Neither this Guide nor the benefits described in this Guide create a contract of employment or a guarantee of employment between JPMorgan Chase and any individual. Your employment is always on an at-will basis. JPMorgan Chase or you may terminate the employment relationship without notice at any time. Official plan documents control the payment and accrual of benefits, not the Guide.
Information Covering JPMorgan Chase
In connection with the offering of the common stock of JPMorgan Chase & Co. under the Employee Stock Purchase Plan, the following constitutes the prospectus meeting the requirements of Section 10(a) of the Securities Act relating to that common stock:
1) The information set forth in this section.
2) Any other written documents delivered to participants updating or revising the information on pages 1-18. Those documents will contain a legend indicating that they constitute a part of the prospectus covering the common stock being offered as permitted by the Employee Stock Purchase Plan.
3) Each of the following documents filed by JPMorgan Chase & Co. with the Securities and Exchange Commission are incorporated by reference in this prospectus:
    • The most recent annual report on Form 10-K of JPMorgan Chase & Co.;
    • All other reports filed by JPMorgan Chase & Co. under Section 13(a) or 15(b) of the Securities Exchange Act since the end of the fiscal year covered by the annual report on Form 10-K referred to above; and
    • The description of common stock contained in the JPMorgan Chase & Co. Registration Statement on Form 10 (File No. 1-5805), as amended, relating to the registration of common stock under Section 12(b) of the Securities Exchange Act.
You may request a copy of our above filings, at no cost, by writing to the following address:
Office of the Secretary
JPMorgan Chase & Co.
270 Park Avenue, 35th Floor
New York, New York 10017
1-212-270-4040