Equity Accumulation Plan Sample Contracts

Morgan Stanley Employees Equity Accumulation Plan [Year] Discretionary Retention Awards Award Certificate for Stock Options (May 7th, 2013)

Morgan Stanley has awarded you discretionary retention stock options as part of your discretionary incentive compensation for services provided during [year] and as an incentive for you to remain in Employment and provide services to the Firm through the Scheduled Vesting Dates. This Award Certificate sets forth the general terms and conditions of your [year] discretionary stock option award. The number of stock options in your award has been communicated to you independently.

Morgan Stanley Employees Equity Accumulation Plan [Year] Special Discretionary Retention Awards Award Certificate for Stock Options (May 9th, 2011)

Morgan Stanley has awarded you special discretionary retention stock options as part of your discretionary long-term incentive compensation for services provided during [year] and as an incentive for you to remain in Employment and provide services to the Firm through the Scheduled Vesting Dates. This Award Certificate sets forth the general terms and conditions of your [year] special discretionary stock option award. The number of stock options in your award has been communicated to you independently.

MORGAN STANLEY EMPLOYEES EQUITY ACCUMULATION PLAN (Amended and Restated as of November 26, 2007) (January 29th, 2008)
MORGAN STANLEY EMPLOYEES EQUITY ACCUMULATION PLAN (Amended and Restated as of November 27, 2006) (February 13th, 2007)
MORGAN STANLEY EMPLOYEES EQUITY ACCUMULATION PLAN (Amended and Restated as of March 21, 2006) (April 7th, 2006)
Amendments to the Employees Equity Accumulation Plan (October 7th, 2005)

The Committee shall have the right at any time to accelerate the payment or settlement of any Award granted under the Plan, including, without limitation, any Award subject to a prior deferral election, provided, however, that the amount payable on account of such Award may be discounted to reflect the time value of the accelerated payment; and provided, further, that the Committee shall not have any such right to the extent it is prohibited by Section 409A of the Code or the regulations thereunder (or any successor provisions thereto) or the existence of such right would result in a Participant being required to recognize income for United States federal income tax purposes prior to the time of payment, settlement or exercise of an Award.