Common use of Reinvested Dividend Equivalent Share Units Clause in Contracts

Reinvested Dividend Equivalent Share Units. This award is not eligible for reinvested dividend equivalent share units. Holding Requirement The net number of shares of Common Stock (after tax and all other lawful withholdings) in which you have vested, if any, as of the vesting date will be held in an account in your name with restrictions preventing you from transferring, assigning, hedging, selling, pledging or otherwise encumbering such shares for (i) a twelve month period measured from each vesting date; and (ii) a two year period for such shares vesting on ____________, 20____, with the holding periods running concurrently. Such restrictions shall only lapse, prior to the expiration of the two year holding period, in the event of your death or for an accelerated distribution for ethics or conflict reasons. See section captioned, “Death” and subsection captioned, “Accelerated Distribution for Ethics or Conflict Reasons Resulting from Employment by a Government Entity”. Calculation of Performance Ranking For purposes of the Performance Ranking, the ranking of the Firm and of each Performance Company for the Performance Period shall be determined and calculated by the Calculation Agent, using the definitions of “Average Tangible Common Equity” (if otherwise applicable), “Calculated PSUs”, “Firm Reported ROTCE”, “Performance Table” (including its footnote) and “ROTCE” as set forth in the “Definitions” section of these terms and conditions. See section captioned “Definitions”. Except for Firm Reported ROTCE, calculations will be expressed as a decimal to the second place (i.e. xx.yy%), rounded to the nearest hundredth. See section captioned, “Definitions--Performance Table” in the event of a tie. All performance based calculations as set forth herein are binding and conclusive on you and your successors. Capital Ratio Performance Threshold Unvested PSUs are subject to reduction if the Firm’s Common Equity Tier 1 (CET1) capital ratio at any year end falls below a predetermined threshold of _______%. If the Firm’s CET1 capital ratio at any year end during the Performance Period is below this predetermined threshold, up to one-third of the Target Award Number of PSUs will be subject to downward adjustment by the CMDC for each such year.

Reinvested Dividend Equivalent Share Units. This If dividends are paid on Common Stock during the Vesting Period while the award is not eligible for reinvested outstanding, you will receive on the vesting date additional units representing shares of Common Stock as calculated in this section. The number, if any, will be based on the dividends that would have been paid during the Vesting Period as of each dividend equivalent share units. Holding Requirement The net payment date on the actual number of shares of Common Stock (after tax and all other lawful withholdings) in which distributable to you have vestedresulting from the vesting of the PSUs, if any, and treated as reinvested in additional shares of Common Stock on each dividend payment based on the Fair Market Value of one share of Common Stock on each dividend payment date (“Reinvested Dividend Equivalent Share Units”). Holding Requirement As of the vesting date set forth in your Award Agreement, you shall be entitled to be issued a number of shares of the Common Stock of JPMorgan Chase equal to the number of PSUs, plus any additional Reinvested Dividend Equivalent Share Units, vesting on such date, less the number withheld to satisfy tax withholding obligations. The net number of shares issued to you will be held in an account in your name with restrictions preventing you from transferring, assigning, hedging, selling, pledging or otherwise encumbering such shares for (i) a twelve month period measured from each vesting date; and (ii) a two year period for such shares commencing as of the vesting on ____________, 20____, with date and ending as of the holding periods running concurrentlysecond anniversary of the vesting date. Such restrictions shall only lapse, prior to the expiration of the two year holding period, in the event of your death or for an accelerated distribution for ethics or conflict reasons. See section captioned, “Death” and subsection captioned, “Accelerated Distribution for Ethics or Conflict Reasons Resulting from From Employment by a Government Entity”. .” Calculation of Performance Ranking For purposes of the Performance Ranking, the ranking Ranking of the Firm and of each Performance Company for each year in the Performance Period shall be determined and calculated by the Calculation Agent, using the definitions of “Annual PSUs,” ”ROTCE,” ”Average Tangible Common Equity,” (if otherwise applicable), “Calculated PSUs”, ) “Firm Reported ROTCE”, ” and “Performance Table” (including its footnote) and “ROTCE” as set forth in the “Definitions” Definitions section of these terms and conditions. See section captioned captioned, “Definitions”. Except for Firm Reported ROTCE, calculations will be expressed as a decimal to the second place (i.e. xx.yy%), rounded to the nearest hundredth. See section captioned, “Definitions--Performance Table” in the event of a tie. All performance based calculations as set forth herein are binding and conclusive on you and your successors. Capital Ratio Performance Threshold Unvested PSUs are subject Vesting Period The period from the Grant Date to reduction if the Firm’s vesting date is the “Vesting Period.” (See “Administrative Provision--Amendment” pursuant to which the Firm may extend the vesting period and “No Ownership Rights” pursuant to which the Firm may place restrictions on delivered shares of Common Equity Tier 1 (CET1) capital ratio at any year end falls below a predetermined threshold of _______%. If Stock following the Firm’s CET1 capital ratio at any year end during the Performance Period is below this predetermined thresholdvesting date and section captioned, up to one-third of the Target Award Number of PSUs will be subject to downward adjustment by the CMDC for each such year“Holding Period” above).

Reinvested Dividend Equivalent Share Units. This If dividends are paid on Common Stock during the Vesting Period while the award is not eligible for reinvested outstanding, you will receive on the vesting date additional units representing shares of Common Stock as calculated in this section. The number, if any, will be based on the dividends that would have been paid during the Vesting Period as of each dividend equivalent share units. Holding Requirement The net payment date on the actual number of shares of Common Stock (after tax and all other lawful withholdings) in which distributable to you have vestedresulting from the vesting of the PSUs, if any, and treated as reinvested in additional shares of Common Stock on each dividend payment based on the Fair Market Value of one share of Common Stock on each dividend payment date (“Reinvested Dividend Equivalent Share Units”). Holding Requirement As of the vesting date set forth in your Award Agreement, you shall be entitled to be issued a number of shares of the Common Stock of JPMorgan Chase equal to the number of PSUs, plus any additional Reinvested Dividend Equivalent Share Units, vesting on such date, less the number withheld to satisfy tax withholding obligations. The net number of shares issued to you will be held in an account in your name with restrictions preventing you from transferring, assigning, hedging, selling, pledging or otherwise encumbering such shares for (i) a twelve month period measured from each vesting date; and (ii) a two year period for such shares commencing as of the vesting on ____________, 20____, with date and ending as of the holding periods running concurrentlysecond anniversary of the vesting date. Such restrictions shall only lapse, prior to the expiration of the two year holding period, in the event of your death or for an accelerated distribution for ethics or conflict reasons. See section captioned, “Death” and subsection captioned, “Accelerated Distribution for Ethics or Conflict Reasons Resulting from From Employment by a Government Entity”. .” Calculation of Performance Ranking For purposes of the Performance Ranking, the ranking Ranking of the Firm and of each Performance Company for each year in the Performance Period shall be determined and calculated by the Calculation Agent, using the definitions of “Annual PSUs,” ”ROTCE,” ”Average Tangible Common Equity,” (if otherwise applicable), “Calculated PSUs”, ) “Firm Reported ROTCE”, ” and “Performance Table” (including its footnote) and “ROTCE” as set forth in the “Definitions” Definitions section of these terms and conditions. See section captioned “Definitions”. Except for Firm Reported ROTCE, calculations will be expressed as a decimal to the second place (i.e. xx.yy%), rounded to the nearest hundredth. See section captioned, “Definitions--Performance Table” in the event of a tie. All performance based calculations as set forth herein are binding and conclusive on you and your successors. Capital Ratio Performance Threshold Unvested PSUs are subject to reduction if the Firm’s fully phased-in Common Equity Tier 1 ("CET1") capital ratio at any year end falls below a predetermined threshold of _______7.5%. If •If the Firm’s CET1 capital ratio at any year end during the Performance Period is below this predetermined threshold, up to one-third of the Target Award Number of PSUs PSU annual tranches referencing that specific performance year will be subject to downward adjustment by the CMDC for •The CMDC may reduce up to 100% of each such yearimpacted annual tranche Vesting Period The period from the Grant Date to the vesting date is the “Vesting Period.” (See “Administrative Provision--Amendment” pursuant to which the Firm may extend the vesting period and “No Ownership Rights” pursuant to which the Firm may place restrictions on delivered shares of Common Stock following the vesting date and section captioned, “Holding Period” above).

Reinvested Dividend Equivalent Share Units. This award is not eligible for reinvested dividend equivalent share units. Holding Requirement The net number of shares of Common Stock (after tax and all other lawful withholdings) in which you have vested, if any, as of the vesting date set forth in your Award Agreement will be held in an account in your name with restrictions preventing you from transferring, assigning, hedging, selling, pledging or otherwise encumbering such shares for (i) a twelve month period measured from each vesting date; and (ii) a two two-year period for such shares vesting on ____________, 20____, with the holding periods running concurrently. Such restrictions shall only lapse, prior to the expiration of the two two-year holding period, in the event of your death or for an accelerated distribution for ethics or conflict reasons. See section captioned, “Death” and subsection captioned, “Accelerated Distribution for Ethics or Conflict Reasons Resulting from Employment by a Government Entity”. Calculation of Performance Ranking For purposes of the Performance Ranking, the ranking of the Firm and of each Performance Company for the Performance Period shall be determined and calculated by the Calculation Agent, using the definitions of “Average Tangible Common Equity” (if otherwise applicable), “Calculated PSUs”, “Firm Reported ROTCE”, “Performance Table” (including its footnote) and “ROTCE” as set forth in the “Definitions” section of these terms and conditions. See section captioned “Definitions”. Except for Firm Reported ROTCE, calculations will be expressed as a decimal to the second place (i.e. xx.yy%), rounded to the nearest hundredth. See section captioned, “Definitions--Performance Table” in the event of a tie. All performance performance-based calculations as set forth herein are binding and conclusive on you and your successors. Capital Ratio Performance Threshold Unvested PSUs are subject to reduction if the Firm’s Common Equity Tier 1 (CET1) capital ratio at any year end falls below a predetermined threshold of _______%. If the Firm’s CET1 capital ratio at any year end during the Performance Period is below this predetermined threshold, up to one-third of the Target Award Number of PSUs will be subject to downward adjustment by the CMDC for each such year.

Reinvested Dividend Equivalent Share Units. This If dividends are paid on Common Stock during the Vesting Period while the award is not eligible for reinvested outstanding, you will receive on the vesting date additional units representing shares of Common Stock as calculated in this section. The number, if any, will be based on the dividends that would have been paid during the Vesting Period as of each dividend equivalent share units. Holding Requirement The net payment date on the actual number of shares of Common Stock (after tax and all other lawful withholdings) in which distributable to you have vestedresulting from the vesting of the PSUs, if any, and treated as reinvested in additional shares of Common Stock on each dividend payment based on the Fair Market Value of one share of Common Stock on each dividend payment date (“Reinvested Dividend Equivalent Share Units”). Holding Requirement As of the vesting date set forth in your Award Agreement, you shall be entitled to be issued a number of shares of the Common Stock of JPMorgan Chase equal to the number of PSUs, plus any additional Reinvested Dividend Equivalent Share Units, vesting on such date, less the number withheld to satisfy tax withholding obligations. The net number of shares issued to you will be held in an account in your name with restrictions preventing you from transferring, assigning, hedging, selling, pledging or otherwise encumbering such shares for (i) a twelve month period measured from each vesting date; and (ii) a two year period for such shares commencing as of the vesting on ____________, 20____, with date and ending as of the holding periods running concurrentlysecond anniversary of the vesting date. Such restrictions shall only lapse, prior to the expiration of the two year holding period, in the event of your death or for an accelerated distribution for ethics or conflict reasons. See section captioned, “Death” and subsection captioned, “Accelerated Distribution for Ethics or Conflict Reasons Resulting from From Employment by a Government Entity”. Calculation of Performance Ranking For purposes of the Performance Ranking, the ranking Ranking of the Firm and of each Performance Company for each year in the Performance Period shall be determined and calculated by the Calculation Agent, using the definitions of “Annual PSUs”, ”ROTCE”, ”Average Tangible Common Equity” (if otherwise applicable), “Calculated PSUs”, “Firm Reported ROTCE”, ” and “Performance Table” (including its footnote) and “ROTCE” as set forth in the “Definitions” Definitions section of these terms and conditions. See section captioned “Definitions”. Except for Firm Reported ROTCE, calculations will be expressed as a decimal to the second place (i.e. xx.yy%), rounded to the nearest hundredth. See section captioned, “Definitions--—Performance Table” in the event of a tie. All performance based calculations as set forth herein are binding and conclusive on you and your successors. Capital Ratio Performance Threshold Unvested PSUs are subject to reduction if the Firm’s Common Equity Tier 1 (CET1) capital ratio at any year end falls below a predetermined threshold of _______[ ]%. • If the Firm’s CET1 capital ratio at any year end during the Performance Period is below this predetermined threshold, up to one-third of the Target Award Number of PSUs PSU annual tranches referencing that specific performance year will be subject to downward adjustment by the CMDC for • The CMDC may reduce up to 100% of each such yearimpacted annual tranche Vesting Period The period from the Grant Date to the vesting date is the “Vesting Period”. (See “Administrative Provision—Amendment” pursuant to which the Firm may extend the vesting period and “No Ownership Rights/Other Limitations” pursuant to which the Firm may place restrictions on delivered shares of Common Stock following the vesting date and section captioned, “Holding Period” above.)

Reinvested Dividend Equivalent Share Units. This award is not eligible for reinvested dividend equivalent share units. Holding Requirement The net number of shares of Common Stock (after tax and all other lawful withholdings) in which you have vested, if any, as of the vesting date set forth in your Award Agreement will be held in an account in your name with restrictions preventing you from transferring, assigning, hedging, selling, pledging or otherwise encumbering such shares for (i) a twelve month period measured from each vesting date; and (ii) a two year period for such shares vesting on ____________, 20____, with the holding periods running concurrently. Such restrictions shall only lapse, prior to the expiration of the two year holding period, in the event of your death or for an accelerated distribution for ethics or conflict reasons. See section captioned, “Death” and subsection captioned, “Accelerated Distribution for Ethics or Conflict Reasons Resulting from Employment by a Government Entity”. Calculation of Performance Ranking For purposes of the Performance Ranking, the ranking of the Firm and of each Performance Company for the Performance Period shall be determined and calculated by the Calculation Agent, using the definitions of “Average Tangible Common Equity” (if otherwise applicable), “Calculated PSUs”, “Firm Reported ROTCE”, “Performance Table” (including its footnote) and “ROTCE” as set forth in the “Definitions” section of these terms and conditions. See section captioned “Definitions”. Except for Firm Reported ROTCE, calculations will be expressed as a decimal to the second place (i.e. xx.yy%), rounded to the nearest hundredth. See section captioned, “Definitions--Performance Table” in the event of a tie. All performance based calculations as set forth herein are binding and conclusive on you and your successors. Capital Ratio Performance Threshold Unvested PSUs are subject to reduction if the Firm’s Common Equity Tier 1 (CET1) capital ratio at any year end falls below a predetermined threshold of _______%. If the Firm’s CET1 capital ratio at any year end during the Performance Period is below this predetermined threshold, up to one-third of the Target Award Number of PSUs will be subject to downward adjustment by the CMDC for each such year.