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Stock Programs Call Center at Contact Computershare at 1-800-982-7089 (or 1-201-680-6862 if calling from outside
Computershare the United States). The TDD number for participants with a hearing impairment is
(For questions related to your Plan account 1-800-231-5469 (or 1-201-680-6610 if calling from outside the United States).
or common stock account at Computershare’s automated system is available 24/7. Generally, customer service representatives are available
Computershare.) weekdays from 3 a.m. to 9 p.m. Eastern time, Monday through Friday, except New York Stock Exchange holidays. If
you would like to speak with a customer service representative in a language other than English, you can request a
non-U.S. language translator for assistance. If you are calling from outside the United States and are not calling
from your work location, you may make an operator-assisted call and request that the charges for the call be
accepted by Computershare.
*A Single Sign-On password is required in order to access JPMorgan Chase websites. If you need to reset your Single Sign-On password, access
myTecHUB at mytechub.jpmorganchase.com from any device with an Internet connection. Also, you may need to authenticate your device. If you
have any issues authenticating, please follow the instructions on the authentication page—and keep your contact details on My Personal Profile at
mpp.jpmorgan chase.com up to date so that you continue to receive important communications.
Contributions To the extent permitted by applicable local law, you may contribute on an after-tax basis up to 20%
of your Eligible Compensation per pay period. In addition, contributions are subject to an annual
maximum amount of US$25,000. Once you are enrolled, you may increase or decrease your
contributions within these limits at any time.
Stock Purchase JPMorgan Chase common stock is purchased quarterly using your accumulated payroll
contributions. The purchase date for payroll contributions is the last day of March, June,
September and December on which trading is conducted on the New York Stock Exchange.
Dividends Employees participating in the Plan have the option to either have dividends, if any, reinvested in
the Plan or paid in the form of a cash equivalent (i.e., a check, etc.). The default dividend payment
method for new participants is dividend reinvestment.
Account Ownership At the time of your first purchase, JPMorgan Chase common stock is credited to your shareholder
account on the Computershare transfer agent system that is linked to your employee Standard ID
(SID). If you do not have an existing account linked to your SID, a new account will be created for
you using your employee demographic information on record at the time of this first purchase.
Taxes Taxation of stock is a complex topic. As neither JPMorgan Chase nor its representatives can provide
you with tax advice, you should seek the advice of a personal tax advisor.
Understand the Risks Participation in the Plan is optional and carries risk, including potential loss of your investment due
to market fluctuations. You decide whether or not to participate in the Plan and the level of your
participation. Before you elect to participate, carefully read this Prospectus and other available
materials, and consult with your own financial advisor.
Not a Fiduciary The 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, as amended and any applicable rules thereunder. PLEASE NOTE: Neither this
document nor the Plan has been reviewed or approved by any regulator.
Participation in the Plan is optional. You decide whether or not to participate in the Plan
and how much to contribute, within Plan limitations. Once enrolled in the Plan, you may
change the amount of your contribution at any time, subject to Plan limitations and
restrictions as further described in this document.
This document describes the terms and conditions under which you may purchase
JPMorgan Chase common stock under the Plan. The Plan itself has a number of features
that give JPMorgan Chase flexibility in designating the terms and conditions associated
with the purchase of such shares. However, unless we otherwise notify you, the terms
and conditions in this document will govern your purchase of shares under the Plan.
It’s a good idea to periodically reassess your Plan participation. Think about your
tolerance for risk, the value of the shares of common stock you own, your current
financial situation and your future financial goals. Then consider whether your current
contribution and stock ownership levels continue to meet your needs.
Administration
The Compensation & Management Development Committee of the JPMorgan Chase
Board of Directors (or any successor committee, the “Committee”) administers the
Plan. The Committee is composed entirely of directors of JPMorgan Chase who are not
employees of JPMorgan Chase or any of our subsidiaries and are not eligible to
participate in the Plan. The Committee may appoint agents to act on its behalf.
Eligibility
Participation in the Plan is optional. Employees eligible to contribute to the Plan
include:
Full-time or part-time employees regularly scheduled to work 20 or more hours a
week; PLEASE NOTE:
Employees with a hire date on or before September 30 of the calendar year of If you earn Total Annual
their enrollment; Cash Compensation of
Employees earning Total Annual Cash Compensation of less than US$250,000; and US$250,000 or more, you are
not eligible to participate in
Employees in U.S., Canada, India or the U.K. Expatriates must have both host and the Plan. Total Annual Cash
home countries in the U.S., Canada, India or the U.K. Compensation is determined
PLEASE NOTE: Separate definitions of Total Annual Cash Compensation may apply to as of August 1 of each year
employees in certain sales positions who are paid on a draw-and-commission basis. If for the following calendar
year and remains unchanged
this applies to you, you will be notified.
throughout the year.
How to Enroll
If you are a U.S. benefits-eligible employee, you can enroll online during the annual
enrollment period via the Benefits Web Center on My Rewards > My Health or by
calling the accessHR Contact Center.
If you are an eligible employee outside the U.S., you can enroll during your country’s
designated enrollment period by completing the Plan enrollment form or by enrolling
online via your local benefits site. Please contact your Country Administrator for
further details.
You are encouraged to validate your payroll deduction in January, following the start of a
new offering period. If you do not agree with the deduction, contact the accessHR
Contact Center or your Country Administrator immediately.
PLEASE NOTE: By enrolling in the Plan through the JPMorgan Chase Benefits Web Center
or the accessHR Contact Center, you are authorizing JPMorgan Chase to withhold from
your Eligible Compensation the amount you specify to purchase shares of common stock
under the Plan. Your authorization to begin payroll deductions also constitutes your
Employees Paid in
agreement that all purchases of common stock will be in accordance with the terms and
Non-U.S. Currency
If you are an eligible conditions of the Plan, as amended from time to time. For participants employed outside
employee who is not paid in the United States, your enrollment election constitutes your authorization for payroll
U.S. dollars on the U.S. deductions and your agreement to the terms and conditions of the Plan.
payroll system, your local
payroll department will
deduct the elected amount
from your pay provided that
Contributions
there are no currency How Much You Can Contribute
restrictions applicable to You decide how much to contribute toward the purchase of shares under the Plan. The
remitting currency outside of elected contribution amount is deducted from your Eligible Compensation each pay
the country in which you period, subject to Plan limits noted below:
work. Your payroll
department will then send 20% of your Eligible Compensation per pay period; and
the U.S. dollar funds, based Subject to an annual maximum purchase amount of US$25,000.
on the applicable exchange With respect to participants who are paid by U.S. Payroll, all contributions are made with
rate, for processing. The
after-tax dollars, meaning that contributions are deducted from your pay after
timing of the foreign currency
exchange may vary based on federal/regional and, in most cases, state and/or local income taxes have been withheld.
country. Please contact your
local Country Administrator if
you have questions.
The money you contribute is used to purchase shares of common stock on your
behalf. For more information, please refer to the “How Shares Are Purchased”
section of this document. The accumulated payroll deductions do not earn
interest.
Any changes that you request will go into effect as soon as administratively
feasible after your request is processed. If you stop contributing via payroll
deductions, you cannot resume contributing via payroll deductions until you
enroll during a subsequent annual enrollment period. Any contributions already
deducted from your pay will be used to purchase stock on the next purchase
date. Declared dividends on shares held in your account will continue to be
invested automatically without a discount if you have not elected to receive cash
dividends.
Contributions will end effective for the next Plan year in the following situations:
You change to an ineligible work status (for example, becoming regularly scheduled
to work fewer than 20 hours per week);
Your Total Annual Cash Compensation is US$250,000 or more.
Shares Purchased
(Total Quarter Contribution divided
by the Purchase Price)
Number of
1.7399
Shares Purchased
Maximum Amount
The cumulative maximum amount you can have deducted from your pay each
year for the purchase of shares under the Plan is US$25,000, excluding dividend
reinvestment. The Plan also sets a maximum number of shares that can be
issued under the Plan. If this maximum will impact your purchase of shares, you
will be notified.
Stock Ownership
When you buy stock through the Plan, you become a shareholder. Shareholders
are the owners of JPMorgan Chase. The shares bought on your behalf are
credited to your account, and the shares are registered by the custodian,
Computershare.
Taxpayer Certification
If you plan to retain or sell your shares in your common stock account, please
complete your tax certification with Computershare prior to the sale of shares or
by the dividend record date prior to the dividend payment date.
Tax certification generally involves completing either a Form W-9 (Request for
Taxpayer Identification Number and Certification) if you are a U.S. citizen or
resident alien or Form W-8BEN (Certificate of Foreign Status of Beneficial Owner
for U.S. Tax Withholding) if you are not a U.S. citizen or resident alien and
submitting it to Computershare to establish and document your tax status.
Accounts without a completed Form W-9 or W-8BEN on file are subject to U.S.
tax on sale proceeds and dividend payments. Computershare does not refund
any tax deducted from a processed transaction.
Form W-9 (a U.S. citizen or resident alien)
By submitting a properly executed Form W-9, Computershare, in most cases,
will not be obligated to withhold 24% U.S. federal backup withholding and
possibly U.S. state backup withholding on payments from the sale of shares
and dividends.
To confirm and/or complete your tax certification for your Plan account, please take the
following actions:
1. Go to My Rewards
From Work: My Rewards from the intranet
From Home: myrewards.jpmorganchase.com
2. Click Employee Stock Purchase Plan (ESPP) under “Compensation & Stock Programs”
3. Click Computershare Employee Online
4. Click View for “Employee Plan Stock”
5. Click My Profile on the right side of the page
6. Click Update in the “Tax Certification” box
7. If you previously completed a Form W-9 or Form W-8BEN, your tax information is
displayed. If the information and tax form displayed are correct, no action is required
at this time; otherwise, proceed to #8
8. Click Amend
9. In the “What is your status?” section, click the appropriate button indicating whether
you are a U.S. citizen or resident alien (Form W-9) or not a U.S. citizen or resident
alien (Form W-8BEN) and click Next
10. Complete required sections
a) Form W-9 (a U.S. citizen or resident alien)
Enter and/or confirm your address on file
“Taxpayer Identification” ‒ enter and/or confirm your nine-digit U.S. Taxpayer
Identification Number (usually your Social Security number)
“Federal Tax Classification” ‒ “Individual/Sole Proprietor or Single Member
LLC” is the default
“Certification of Taxpayer Identification Number”: click the appropriate
button for Question #2
(For Question #2: You must select one of the buttons to be certified correctly. If you select the button
that indicates that you are subject to backup withholding, you will be subject to U.S. backup
withholding and possibly U.S. state backup withholding even if you are certified; therefore you may
want to make that selection only if the IRS has notified you that you are subject to backup
withholding.)
To make an election for dividend reinvestment or “cash” dividends, please take the
following actions:
1. Go to My Rewards
From Work: My Rewards from the intranet
From Home: myrewards.jpmorganchase.com
2. Click Employee Stock Purchase Plan (ESPP) under “Compensation & Stock Programs”
3. Click Computershare Employee Online
4. Click View for “Employee Plan Stock”
5. Click My Profile on the right side of the page
6. Click Update in the “Dividend Elections” box
7. “Summary of Eligible Holdings” is displayed, advising holding(s) and your current
dividend payment election
8. Click Change Election for “Employee Stock Purchase Plan”
9. Under “Dividend Reinvest Options” choose an option for payment of dividends by
clicking the corresponding button; choices are “Full Dividend Reinvestment” or “All
Dividends Paid in Cash”
10. Click Next
11. Validate your election and click Submit
12. Print “Confirmation” and note the reference number
13. Dividends paid in cash will be paid by U.S. Dollar check or in accordance with your
“Banking Details” election on file (refer to the “Payment Options” section of this
document)
Voting Rights
As a shareholder, you will have the right to vote on issues presented at the annual
shareholders’ meeting or any other shareholders’ meeting at which the holders of
JPMorgan Chase common stock are entitled to vote. Each year, you will receive
information and a proxy ballot, along with instructions for returning your ballot by mail,
by phone or via the Internet (whichever you choose). Your votes correspond to the
number of shares you own.
Tax Information
Taxation of stock is a complex topic, subject to frequent change. Decisions you make
concerning the disposition of stock may affect your tax liability. Because neither
JPMorgan Chase nor its representatives can provide you with tax advice, you should
seek the advice of a personal tax advisor before selling shares of stock. In fact, you
may want to consult a personal tax advisor before participating in the Plan, to ensure
that you make the best enrollment decisions based on your own personal tax
situation.
Ordinary Income
at Sale price of
US$110 US$0.00
Gross Sale
Proceeds at Sale
price of US$110 US$347.37
Capital Gain at
Sale price of
US$110 US$31.58
Tax Withheld at
Sale price of
US$110: N/A
Total Taxable
Income/Gain at
Sale price of
US$110 US$47.37
Computershare will also file with the IRS and furnish to you a Form 1042-S and/or
1099-DIV for dividends or a Form 1099-B for sale proceeds. Please consult with your
tax advisor if you have any questions, including how you should utilize these forms
from Computershare when filing any non-U.S. tax return.
If you are deemed to be 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 of 1933 and the rules and regulations under that Act;
In compliance with Rule 144 under the Securities Act of 1933; or
In a transaction otherwise exempt from the registration requirements of the
Securities Act of 1933.
If you are not deemed to be an affiliate of JPMorgan Chase, you may generally resell
shares acquired under the Plan, unless you are subject to the restrictions described in the
“Policies Restricting Securities Transactions” section of this document.
Transferability
You may not transfer any of your rights or obligations under the Plan. 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 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 or all
of the plans and policies described in this prospectus. Official Plan documents control
the payment and accrual of benefits — not this document.
The contents of this document have not been reviewed by any regulatory authority. You are advised
to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this
document, you should obtain independent professional advice.
The reports that JPMorgan Chase files with the Securities and Exchange Commission (SEC) are also
available on the SEC’s website (www.sec.gov) and on JPMorgan Chase’s investor relations website
(http://investor.shareholder.com/jpmorganchase). No websites that are cited or referred to in this
document shall be deemed to form part of, or to be incorporated by reference into, this document.
TRANSFERRING SHARES
All stock purchased on your behalf is held in your Plan account. A transfer involves removing the applicable shares
of stock from the Plan and transferring those shares to a book-entry common stock account at Computershare or to
your brokerage account. The dividends on the shares transferred to a common stock account at Computershare will
be paid in the form of a cash equivalent unless you elect to have the dividends reinvested.
If you would like to transfer shares from your Plan account to your brokerage account, first transfer them to a
common stock account at Computershare (instructions follow); then call Computershare for instructions to transfer
shares from your common stock account to your brokerage account. The shares in your common stock account will
need to be transferred by your broker via Direct Registration System Profile (DRS Profile).
PLEASE NOTE: Be sure to consult with your financial advisor in advance of making decisions related to your stock.
SELLING SHARES
You can sell some or all of your shares at any time, subject to market availability and preclearance requirements for
certain employees (refer to the “Policies Restricting Securities Transactions” section of this document for more
information). PLEASE NOTE: When selling shares through Computershare, either online via the web center or
through a customer service representative, you are authorizing Computershare to act as your agent to transact the
sale. You must agree to Computershare’s terms and fees associated with the transaction prior to execution. All sales
are subject to market conditions, system availability and other factors. The actual sale date or price received for any
shares sold through the Plan cannot be guaranteed.
Order Types
You can sell your shares through a market order, limit order or batch order transaction as described below:
Market Order
A request to sell shares at the prevailing market price when the trade is executed. If such an order is placed during
market hours, Computershare will promptly submit the shares to an affiliated broker for sale on the open market
(such orders cannot be cancelled). If such an order is placed outside of market hours, Computershare will submit
the shares to an affiliated broker on the next trading day. Sale proceeds equal the market price that the broker
receives for the shares, less applicable fees and taxes, if required.
Limit Order Day
An order to sell your shares when and if the stock reaches a specific price on a specific day. The order is
automatically cancelled if the price is not met by the end of that trading day on which you entered the order (or,
for orders placed outside of market hours, the next trading day). Depending on the number of shares being sold
and current trading volume in the shares, your order may only be partially filled, in which case the remainder of
your order will be cancelled. Additionally, based on when your limit order was placed in relation to other similar
priced limit orders, your order may not be executed. Sale proceeds equal the market price that the broker receives
for your shares, less applicable fees and taxes, if required.
Limit Order Good-Till-Cancelled (GTC)
An order to sell your shares when and if the stock reaches a specific price at any time while the order remains open
(up to 90 days). Depending on the number of shares being sold and current trading volume in the shares, sales may
be executed in multiple transactions and may be traded on more than one day. The order (or any unexecuted
portion thereof) is automatically cancelled if the price is not met by the end of the order period. Additionally, based
on when your limit order was placed in relation to other similar priced limit orders, your order may not be
executed. The order also may be cancelled by the applicable stock exchange or by shareholder request. Sale
proceeds equal the market price that the broker receives for your shares, less applicable fees and taxes, if required.
Batch Order
Computershare will combine the shares being sold through the Plan by all Plan participants. Shares are then
periodically submitted in bulk to an affiliated broker for sale on the open market. Shares will usually be sold within
one business day after Computershare receives a participant’s request, but no later than five business days
(except where deferral is necessary under state or federal regulations). Depending on the number of shares being
sold and current trading volume in the shares, bulk sales may be executed in multiple transactions and over more
than one day. Once entered, a batch order request cannot be cancelled. Sale proceeds equal the market price that
the broker receives for the shares (or, if more than one trade is necessary to sell all of the Plan shares submitted
to the broker on that day, the weighted average price for all such shares sold on the applicable trade date), less
applicable fees and taxes, if required.
Non-U.S. Currency
Computershare’s International Currency Exchange Services offer you the choice of receiving payment in your
preferred currency, either by international check or international wire, at your election, in a range of currencies.
You may choose to receive your net proceeds in non-U.S. currency by selecting either the other currency check or
wire transfer payment option when selling your shares. The actual exchange rate to be applied to any non-U.S.
currency trade will be determined on the first business day after your transaction date and will be processed as an
individual trade (e.g., if you have multiple trades, the corresponding FX rate will be independently calculated
because the trades are not aggregated). As such, although the FX conversion is based on competitive rates, it may
not be considered favorable relative to other rates available in the market that may aggregate trades. Additionally,
based on pre-established dollar value tiers, the rate charged for any trade with a value of less than US$100,000 may
receive the least favorable FX rate available and may include a premium service fee.
All transaction(s) involving two currencies will have fluctuations in price that may increase or decrease the final
proceeds sent to you. Non-U.S. funds from your transaction usually are distributed on the trade date plus four days
after your transaction date; however, the delivery may take longer based on the delivery method selected and
currency chosen. The exchange rate applied is inclusive of fees charged by Computershare and their foreign
exchange agent for currency exchanges.
PLEASE NOTE: It is your responsibility to be aware—before executing the trade—of any fees which will be charged. If
you do not agree with the fees or do not have a complete understanding of the charges, you may want to consider
transferring your shares to your personal broker and executing the trade with them. Refer to the “Fees” section on
page 25.
PLEASE NOTE: If you are required to preclear a trade, please refer to the “Polices Restricting Securities Transactions”
section of this document.
Transaction Requests
Certain pending sale requests cannot be stopped or cancelled. All sales are final.
Fees
Fees are deducted from gross sale proceeds. In addition to the fees noted below, there may be nominal fees imposed by
the Securities and Exchange Commission (SEC) or other governing agencies.
PLEASE NOTE: These fees are subject to change.
Transaction Fee (all Order Types) US$0.05 per share sold/minimum US$15 per
transaction
Other (Non-U.S.) Currency Check US$15 per transaction
Wire Transfer (to a U.S. or International account) US$15 per wire (applicable to sales and dividend
payments)
ACH Direct Credit (to a U.S. bank account) US$10 per transaction (waived for dividend
payments)
Customer Service Representative (CSR) Assisted Sale US$15 per transaction
Express Delivery of a U.S. Dollar Check US$25 per express package
Please remember to keep your address current with JPMorgan Chase. Both active and former employees should
update their addresses via My Personal Profile (mpp.jpmorganchase.com from the Internet).
Statements
You will receive an annual account statement. The statement will consist of up to four sections: Summary of
Account Holdings, Dividend Reinvestment Activity, Year-To-Date Plan Summary, and Transaction Activity. Through
Summary of Account Holdings you will be able to determine your current share balance in your account. Via
Transaction Activity, you will find your prior year activity including the number of shares of common stock
purchased on the applicable purchase dates and the prices paid. Your annual statement will be available online on
the Plan Web Center and will be mailed to your address of record (unless you have elected a different delivery
method). Please be sure to keep your annual statement with your tax records because it shows how many shares
of stock you own, serves as your proof of ownership, and helps you determine any tax liability you may have.