What is the primary purpose of this 8-K filing?

The primary purpose of this 8-K filing is to disclose an amendment to the employment agreement of Charles W. Scharf, an executive officer of JPMorgan Chase, concerning his compensation and severance following the merger with Bank One.

How does the amendment affect Mr. Scharf's guaranteed compensation?

The amendment removes Mr. Scharf's entitlement to guaranteed compensation for the calendar year 2005 that was part of his original agreement linked to the Bank One merger.

Does this amendment impact other Bank One executives?

The filing specifically details the amendment for Mr. Scharf. While the original agreement was in consideration for waiving change of control protections for certain Bank One executives, the amendment described here pertains only to Mr. Scharf's entitlements.

JPMORGAN CHASE & CO 8-K: Material Agreements

Q: What changes were made to Mr. Scharf's severance package?

The specific severance provision that guaranteed a payment equal to two times his 2005 guaranteed base salary and cash bonus has been deleted. His severance will now be determined under JPMorgan Chase's standard policy, which typically involves two times current base salary plus a discretionary amount for involuntary termination (unless for cause).

Summary

This 8-K filing by JPMorgan Chase & Co. (JPM) on December 29, 2005, details an amendment to an executive compensation agreement for Charles W. Scharf, who transitioned from Bank One following their merger. The amendment modifies the terms of guaranteed compensation and severance previously agreed upon in connection with the merger. Specifically, Mr. Scharf's entitlement to guaranteed compensation for 2005 and a specific two-times base salary and bonus severance payment has been removed. Instead, his severance will now be determined under JPMorgan Chase's standard policy, which involves two times current base salary plus a discretionary amount in the event of an involuntary termination (not for cause). This adjustment to executive compensation reflects a modification of the post-merger integration and incentive structures.

Key Highlights

1Amendment to an executive officer's (Charles W. Scharf) material definitive agreement.
2Agreement amendment relates to compensation and severance terms following the Bank One merger.
3Mr. Scharf's entitlement to guaranteed compensation for 2005 has been deleted.
4Specific severance payment (two times 2005 guaranteed base salary and cash bonus) has been removed.
5Severance will now be governed by JPMorgan Chase's current severance policy.
6Under the new policy, severance for involuntary termination (not for cause) includes two times current base salary and a discretionary component.

JPMORGAN CHASE & CO 8-K Report, Material Agreement (Dec 29, 2005)

Summary

Key Highlights

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