Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report on Form 10-K of J.P. Morgan 9 42K
2: EX-10 Ex 10I - 1995 Stock Incentive Plan 15± 58K
3: EX-10 Ex 10J - 1995 Executive Officer Performance Plan 5± 20K
4: EX-13 Annual Report 116 666K
5: EX-21 Ex 21 - Subsidiaries of Jp Morgan 9± 28K
6: EX-23 Ex 23 - Consent of Price Waterhouse 1 7K
7: EX-24 Ex 24 - Powers of Attorney 16 36K
8: EX-27 Article 9 Financial Data Schedule 2 10K
EX-10 — Ex 10J – 1995 Executive Officer Performance Plan
Exhibit 10(j)
1995 Executive Officer Performance Plan of
J.P. Morgan & Co. Incorporated and Affiliated Companies
Section 1.
Purpose of Plan
The purpose of the Plan is to promote the success of J.P. Morgan &
Co. Incorporated by providing performance-based compensation for
certain executive officers.
Section 2.
Definitions
The following words and phrases as used herein shall have the
following meanings unless a different meaning is plainly required by
the context:
2.1. "Company" shall mean J.P. Morgan & Co. Incorporated or any
successor to it in ownership of all or substantially all of its assets.
2.2. "Board of Directors" shall mean the Board of Directors of the
Company.
2.3. "Participating Company" shall mean the Company, and any
subsidiary or other affiliated entity (whether or not incorporated).
2.4. "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
2.5. "Employee" shall mean any executive employed by one or more
Participating Companies who is determined by the Committee ( i ) to be
a covered employee as defined in Section 162 (m) of the Code for the
preceding year or (ii) likely to be such a covered employee for the
performance year.
2.6. "Plan" shall mean the 1995 Executive Officer Performance Plan
of J.P. Morgan & Co. Incorporated and Affiliated Companies, as amended
from time to time.
2.7. "Committee" shall mean the Committee established to
administer the Plan in accordance with Section 3.1.
2.8. "Stock Incentive Plan" shall mean the 1995 Stock Incentive
Plan of J.P. Morgan & Co. Incorporated and Affiliated Companies and any
successor plan thereto.
Section 3.
Administration of the Plan
3.1. The Committee. The Plan shall be administered by a Committee
consisting of at least three persons chosen by the Board of Directors
from among those members of the Board of Directors who (i) are not
eligible to participate in the Plan, (ii) are not employees of a
Participating Company and (iii) are outside directors within the
meaning of Section 162(m) of the Code. The Committee may consult with
management but shall have the responsibility of determining the
Employees who are to receive awards under the Plan and the amount of
such awards and shall otherwise be responsible for the administration
of the Plan. The Committee also shall construe and interpret the Plan
and adopt rules and regulations governing administration of the Plan,
and exercise the remaining duties and powers conferred on it by the
Plan.
Section 4.
Awards under the Plan
4.1 Grant of Awards under the Plan. Subject to the Committee's
discretion to reduce such awards, each year each covered Employee shall
be entitled to an award equal to .75% of Morgan's consolidated income
before income taxes, discontinued operations, awards under this Plan,
expenses classified as "Provisions for Restructuring" (net of "Related
Applicable Income Tax Benefits"), extraordinary items and cumulative
effects of accounting method changes all as determined in accordance
with generally accepted accounting principles and as appearing in
Morgan's Consolidated Statement of Income contained in Morgan's
Consolidated Financial Statements for the year as audited by Morgan's
independent accountants. The Committee, in its sole discretion, may
require vesting periods with respect to any award, including the
attainment of such further performance goals as it deems appropriate.
In addition, there is no obligation to pay all or any of an earned
award. In no event shall any award be paid under the Plan unless and
until the 'Plan has been approved by stockholders.
Section 5.
Elections as to Awards
5.1 Immediate Awards. Except as provided in Section 5.2, awards
earned under the Plan shall be paid as promptly as practicable after
the close of the applicable year, or after such further vesting or
performance period as determined by the Committee. Any such
distribution shall be in cash or such other property as the Committee
may determine, including shares of Common Stock of the Company. To the
extent any payment is made in such shares, such payments shall be made
under the Stock Incentive Plan.
5.2 Deferred Awards. (a) The Committee shall have the right to
require that payment of all or any portion of an earned award be
deferred until such time or times as the Committee, in its sole
discretion, shall determine. In addition, an Employee may elect to
defer the payment of any award earned under the Plan. Deferral
elections shall be made at such time and in such manner as the
Committee shall prescribe. The Committee shall establish such terms,
conditions, rules and regulations as it shall deem necessary and
advisable with respect to deferred awards including, but not limited
to, the time of payment, (including acceleration), the method of
determining the additional amounts to be credited with respect to a
deferred award, the applicable methods of payment of deferred awards,
and any special rules that may apply in the event of termination of
employment by reason of death, disability, or retirement. Any election
under this Section 5.2 shall be irrevocable by the Employee. Any
distribution of a deferred award shall be in cash or such other
property as the Committee may determine including shares of Common
Stock of the Company. To the extent any deferred award is paid in such
shares, such payments shall be made under the Stock Incentive Plan.
(b) The Committee shall have the right to limit or reject all or
any part of a deferral election if the Committee in its sole discretion
shall determine at any time prior to the end of the Award Period that
deferral in the form elected has become inadvisable because of changes
in the Federal tax laws or for any other reason and in such event all
amounts subject to such election shall be payable in the manner
provided in Section 5.1 unless an alternative form of deferral has also
been elected by the Employee and such election is accepted by the
Committee.
Section 6.
General Provisions
6.1. No Right of Continued Employment. Neither the establishment
of the Plan nor the payment of any benefits hereunder nor any action of
any Participating Company or of the Board of Directors or of the
Committee shall be held or construed to confer upon any person any
legal right to be continued in the employ of a Participating Company
and each Participating Company expressly reserves the right to
discharge an Employee whenever the interest of any such company in its
sole discretion may so require without liability to such Participating
Company, the Board of Directors or the Committee except as to any
rights which may be expressly conferred upon such Employee under the
Plan.
6.2. Discretion of Company, Board of Directors and Committee. Any
decision made or action taken by the Company, the Board of Directors or
by the Committee arising out of or in connection with the construction,
administration, interpretation and effect of the Plan shall lie within
the absolute discretion of the Company, the Board of Directors or the
Committee, as the case may be, and shall be conclusive and binding upon
all persons.
6.3. Absence of Liability. No member of the Board of Directors
or of the Committee or officer of any Participating Company shall be
liable for any act or action hereunder, whether of commission or
omission, taken by any other member, or by any officer, agent, or
employee, or, except in circumstances involving his bad faith, for
anything done or omitted to be done by himself.
6.4. No Segregation of Cash or Shares. (a) The Company shall not
be required to segregate any cash or any other assets which may at any
time be represented by awards credited to an Employee and the Plan
shall constitute an "unfunded" plan of the Company.
(b) The Company shall not, by any provisions of this Plan, be
deemed to be a trustee of any property, and the liabilities of the
Company to any Employee pursuant to the Plan shall be those of a debtor
pursuant to such contract obligations as are created by or pursuant to
the Plan, and the rights of any Employee, former Employee or
beneficiary shall be limited to those of an unsecured creditor of the
Company. In its sole discretion, the Board of Directors may authorize
the creation of trusts or other arrangements to meet the obligations of
the Participating Companies under the Plan, provided, however, that
existence of such trusts or arrangements is consistent with the
unfunded status of the Plan.
6.5. Inalienability of Benefits and Interests. (a) Except as
expressly provided by the Committee and subsection (b) hereof, no
benefit payable under or interest in the Plan shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any such attempted action shall be void and
no such benefit or interest shall be in any manner liable for or
subject to debts, contracts, liabilities, engagements or torts of any
Employee, former Employee or beneficiary.
(b) The provisions of subsection (a) hereof shall not apply to an
assignment of a payment due after the death of the Employee by the
deceased Employee's legal representative or beneficiary if such
assignment is made for the purposes of settling the affairs of such
deceased Employee.
6.6. New York Law to Govern. All questions pertaining to the
construction, regulation, validity and effect of the provisions of the
Plan shall be determined in accordance with the laws of the State of
New York.
6.7. Payment of Awards. Payment of Immediate Awards and Deferred
Awards shall be by or for the account of the Participating Companies
and the Company and the Participating Companies may make such
arrangements as they may deem appropriate with respect thereto.
6.8. Cancellation of Awards. (a) Prior to the occurrence of a
Change in Control, but not thereafter, the Committee may, in its sole
discretion and with or without cause, cancel any award in whole or in
part to the extent it has not theretofore been earned. Such
cancellation shall be effective as of the date specified by the
Committee.
(b) Notwithstanding subsection (a) above, prior to payment of any
award, the Committee may, in its sole discretion, in cases involving a
serious breach of conduct by an Employee or former Employee, or
activity of a former Employee in competition with the business of a
Participating Company, cancel any award, whether or not vested, in
whole or in part. Such cancellation shall be effective as of the date
specified by the Committee. The determination of whether an Employee or
former Employee has engaged in a serious breach of conduct or activity
in competition with the business of a Participating Company shall be
determined by the Committee in good faith and in its sole discretion.
6.9. Change in Control. (a) In the event of a Change in Control,
the payment of all deferred awards and awards subject to additional
vesting provisions, including awards subject to attainment of further
performance goals, shall (unless the Committee otherwise determines) be
made as soon as practicable.
(b) For purposes of this Section 6.9, a Change in Control shall
have the same meaning as specified in the Stock Incentive Plan.
Section 7.
Amendment, Suspension or Termination of Plan
(a) The Board of Directors may from time to time amend, suspend or
terminate in whole or in part, and if suspended or terminated, may
reinstate any or all of the provisions of the Plan except that without
the consent of the Employee no amendment, suspension or termination of
the Plan shall adversely affect the rights of any Employee with respect
to awards previously made to such Employee.
(b) The Plan may also be amended by the Committee provided such
amendment does not materially change the underlying policy reflected
by, or the level of benefits provided by, the Plan.
(c) Notwithstanding subsections (a) and (b), above, no amendment
may be effective without shareholder approval if such shareholder
approval is necessary to comply with the applicable rules of Section
162 ( m ) of the Code.
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