Exhibit 10.1


 


 





MORGAN
STANLEY

EQUITY INCENTIVE COMPENSATION PLAN

(Amended and Restated as of March 30, 2017)


 


1.           Purpose. The primary purposes of the Morgan
Stanley Equity Incentive Compensation Plan are to attract, retain and motivate employees, to compensate them for their contributions
to the growth and profits of the Company and to encourage them to own Morgan Stanley Stock.


 


2.           Definitions. Except as otherwise provided
in an applicable Award Document, the following capitalized terms shall have the meanings indicated below for purposes of the Plan
and any Award:


 


“Administrator”
means the individual or individuals to whom the Committee delegates authority under the Plan in accordance with Section ‎‎5(b).


 


“Award”
means any award of Restricted Stock, Stock Units, Options, SARs, Qualifying Performance Awards or Other Awards (or any combination
thereof) made under and pursuant to the terms of the Plan.


 


“Award
Date” means the date specified in a Participant’s Award Document as the grant date of the Award.


 


“Award
Document” means a written document (including in electronic form) that sets forth the terms and conditions of an
Award. Award Documents shall be authorized in accordance with Section ‎‎13(e).


 


“Board”
means the Board of Directors of Morgan Stanley.


 


“Code”
means the Internal Revenue Code of 1986, as amended, and the applicable rulings, regulations and guidance thereunder.


 


“Committee”
means the Compensation, Management Development and Succession Committee of the Board, any successor committee thereto or any other
committee of the Board appointed by the Board to administer the Plan or to have authority with respect to the Plan, or any subcommittee
appointed by such Committee. With respect to any provision regarding the grant of Qualifying Performance Awards, the Committee
shall consist solely of at least two “outside directors” as defined under Section 162(m) of the Code.


 


“Company”
means Morgan Stanley and all of its Subsidiaries.


 


“Eligible
Individuals” means the individuals described in Section ‎‎6 who are eligible for Awards.


 


“Employee
Trust” means any trust established or maintained by the Company in connection with an employee benefit plan (including
the Plan) under which current and former employees of the Company constitute the principal beneficiaries.


 




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“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the applicable rulings and regulations thereunder.


 


“Fair
Market Value” means, with respect to a Share, the fair market value thereof as of the relevant date of determination,
as determined in accordance with a valuation methodology approved by the Committee.


 


“Incentive
Stock Option” means an Option that is intended to qualify for special federal income tax treatment pursuant to Sections
421 and 422 of the Code, as now constituted or subsequently amended, or pursuant to a successor provision of the Code, and which
is so designated in the applicable Award Document.


 


“Morgan
Stanley” means Morgan Stanley, a Delaware corporation.


 


“Option”
or “Stock Option” means a right, granted to a Participant pursuant to Section ‎‎9, to purchase
one Share.


 


“Other
Award” means any other form of award authorized under Section ‎‎12, including any such Other Award the receipt
of which was elected pursuant to Section ‎‎13(a).


 


“Participant”
means an individual to whom an Award has been made.


 


“Plan”
means the Morgan Stanley Equity Incentive Compensation Plan, as amended from time to time in accordance with Section ‎‎16(e).


 


“Qualifying
Performance Award” means an Award granted pursuant Section ‎11.


 


“Restricted
Stock” means Shares granted or sold to a Participant pursuant to Section ‎‎7.


 


“SAR”
means a right, granted to a Participant pursuant to Section ‎‎10, to receive upon exercise of such right, in cash or Shares
(or a combination thereof) as authorized by the Committee, an amount equal to the increase in the Fair Market Value of one Share
over a specified exercise price.


 


“Section
162(m) Participant” means, for a given performance period, any individual designated by the Committee by not later
than 90 days following the start of such performance period (or such other time as may be required or permitted by Section 162(m)
of the Code) as an individual whose compensation for such performance period may be subject to the limit on deductible compensation
imposed by Section 162(m) of the Code.


 


“Section
162(m) Performance Goals” means any performance formula that was approved by Morgan Stanley’s stockholders
and the performance objectives established by the Committee in accordance with Section ‎11 or any other performance goals
approved by Morgan Stanley’s stockholders pursuant to Section 162(m) of the Code.


 


“Section
409A” means Section 409A of the Code.


 


“Shares”
means shares of Stock.


 




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“Stock”
means the common stock, par value $0.01 per share, of Morgan Stanley.


 


“Stock
Unit” means a right, granted to a Participant pursuant to Section ‎‎8, to receive one Share or an amount
in cash equal to the Fair Market Value of one Share, as authorized by the Committee.


 


“Subsidiary”
means (i) a corporation or other entity with respect to which Morgan Stanley, directly or indirectly, has the power, whether through
the ownership of voting securities, by contract or otherwise, to elect at least a majority of the members of such corporation’s
board of directors or analogous governing body, or (ii) any other corporation or other entity in which Morgan Stanley, directly
or indirectly, has an equity or similar interest and which the Committee designates as a Subsidiary for purposes of the Plan.


 


“Substitute
Awards” means Awards granted upon assumption of, or in substitution for, outstanding awards previously granted by,
or held by employees of, a company or other entity or business acquired (directly or indirectly) by Morgan Stanley or with which
Morgan Stanley combines.


 


3.           Effective Date and Term of Plan.


 


(a)          Effective Date. The Plan shall become effective upon its adoption by the Board, subject
to its approval by Morgan Stanley’s stockholders. Prior to such stockholder approval, the Committee may grant Awards conditioned
on stockholder approval, but no Shares may be issued or delivered pursuant to any such Award until Morgan Stanley’s stockholders
have approved the Plan. If such stockholder approval is not obtained at or before the first annual meeting of stockholders to
occur after the adoption of the Plan by the Board, the Plan and any Awards made thereunder shall terminate ab initio and
be of no further force and effect.


 


(b)          Term of Plan. No Awards may be made under the Plan after May 15, 2022.


 


4.            Stock Subject to Plan.


 


(a)           Overall Plan Limit. The total number of Shares that may be delivered pursuant to Awards
shall be 373,000,000 as calculated pursuant to Section ‎4(c). The number of Shares available for delivery under the
Plan shall be adjusted as provided in Section ‎‎4(b). Shares delivered under the Plan may be authorized but unissued
shares or treasury shares that Morgan Stanley acquires in the open market, in private transactions or otherwise.


 


(b)           Adjustments for Certain Transactions. In the event of a stock split, reverse stock
split, stock dividend, recapitalization, reorganization, merger, consolidation, extraordinary dividend or distribution, split-up,
spin-off, combination, reclassification or exchange of shares, warrants or rights offering to purchase Stock at a price substantially
below Fair Market Value or other change in corporate structure or any other event that affects Morgan Stanley’s capitalization,
the Committee shall equitably adjust (i) the number and kind of shares authorized for delivery under the Plan, including the maximum
number of Shares available for Awards of Options or SARs as provided in Section ‎4(d), the maximum number of Incentive
Stock Options as provided in Section ‎4(e) and the individual Qualifying Performance Award maximum under Section ‎11,
and (ii) the number and kind of shares subject to any outstanding Award and the exercise
or purchase price per share, if any, under any outstanding Award. In the discretion of the Committee, such an adjustment may take
the form of a cash payment to a Participant. The Committee shall make all such adjustments, and its determination as to what adjustments
shall be made, and the extent thereof, shall be final. Unless the Committee determines otherwise, such adjusted Awards shall be
subject to the same vesting schedule and restrictions to which the underlying Award is subject.


 




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(c)         Calculation of Shares Available for Delivery. In calculating the number of Shares
that remain available for delivery pursuant to Awards at any time, the following rules shall apply (subject to the limitation
in Section ‎4(e)):


 


1.          The
number of Shares available for delivery shall be reduced by the number of Shares subject to an Award and, in the case of an Award
that is not denominated in Shares, the number of Shares actually delivered upon payment or settlement of the Award.


 


2.          The number of Shares tendered (by actual delivery or attestation) or withheld from an Award
to pay the exercise price of the Award or to satisfy any tax withholding obligation or liability of a Participant shall be added
back to the number of Shares available for delivery pursuant to Awards.


 


3.          The number of Shares in respect of any portion of an Award that is canceled or that expires
without having been paid or settled by the Company shall be added back to the number of Shares available for delivery pursuant
to Awards to the extent such Shares were counted against the Shares available for delivery pursuant to clause (‎1).


 


4.          If an Award is settled or paid by the Company in whole or in part through the delivery of
consideration other than Shares, or by delivery of fewer than the full number of Shares that was counted against the Shares available
for delivery pursuant to clause (‎1), there shall be added back to the number of Shares available for delivery pursuant
to Awards the excess of the number of Shares that had been so counted over the number of Shares (if any) actually delivered upon
payment or settlement of the Award.


 


5.          Any Shares underlying Substitute Awards shall not be counted against the number of Shares
available for delivery pursuant to Awards and shall not be subject to Section ‎‎4(d).


 


(d)        Individual Limit on Options and SARs. The maximum number of Shares that may be subject
to Options or SARs granted to or elected by a Participant in any fiscal year shall be 2,000,000 Shares. The limitation imposed
by this Section ‎4(d) shall not include Options or SARs granted to a Participant pursuant to Section 162(m) Performance
Goals.


 


(e)        ISO Limit. The full number of Shares available for delivery under the Plan may be
delivered pursuant to Incentive Stock Options, except that in calculating the number of Shares that remain available for Awards
of Incentive Stock Options the rules set forth in Section ‎4(c) shall not apply to the extent not permitted by Section
422 of the Code.


 




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5.           Administration.


 


(a)          Committee Authority Generally. The Committee shall administer the Plan and shall have
full power and authority to make all determinations under the Plan, subject to the express provisions hereof, including without
limitation: (i) to select Participants from among the Eligible Individuals; (ii) to make Awards; (iii) to determine the number
of Shares subject to each Award or the cash amount payable in connection with an Award; (iv) to establish the terms and conditions
of each Award, including, without limitation, those related to vesting, cancellation, payment, exercisability, and the effect,
if any, of certain events on a Participant’s Awards, such as the Participant’s termination of employment with the
Company; (v) to specify and approve the provisions of the Award Documents delivered to Participants in connection with their Awards;
(vi) to construe and interpret any Award Document delivered under the Plan; (vii) to prescribe, amend and rescind rules and procedures
relating to the Plan; (viii) to make all determinations necessary or advisable in administering the Plan and Awards, including,
without limitation, determinations as to whether (and if so as of what date) a Participant has commenced, or has experienced a
termination of, employment; provided, however, that to the extent full or partial payment of any Award that constitutes
a deferral of compensation subject to Section 409A is made upon or as a result of a Participant’s termination of employment,
the Participant will be considered to have experienced a termination of employment if, and only if, the Participant has experienced
a separation from service with the Participant’s employer for purposes of Section 409A; (ix) to vary the terms of Awards
to take account of securities law and other legal or regulatory requirements of jurisdictions in which Participants work or reside
or to procure favorable tax treatment for Participants; and (x) to formulate such procedures as it considers to be necessary or
advisable for the administration of the Plan.


 


(b)          Delegation. To the extent not prohibited by applicable laws or rules of the New York
Stock Exchange or, in the case of Qualifying Performance Awards, Section 162(m) of the Code, the Committee may, from time to time,
delegate some or all of its authority under the Plan to one or more Administrators consisting of one or more members of the Committee
as a subcommittee or subcommittees thereof or of one or more members of the Board who are not members of the Committee or one
or more officers of the Company (or of any combination of such persons). Any such delegation shall be subject to the restrictions
and limits that the Committee specifies at the time of such delegation or thereafter. The Committee may at any time rescind all
or part of the authority delegated to an Administrator or appoint a new Administrator. At all times, an Administrator appointed
under this Section ‎5(b) shall serve in such capacity at the pleasure of the Committee. Any action undertaken
by an Administrator in accordance with the Committee’s delegation of authority shall have the same force and effect as if
undertaken directly by the Committee, and any reference in the Plan to the Committee shall, to the extent consistent with the
terms and limitations of such delegation, be deemed to include a reference to an Administrator.


 


(c)          Authority to Construe and Interpret. The Committee shall have full power and authority,
subject to the express provisions hereof, to construe and interpret the Plan.


 


(d)          Committee Discretion. All of the Committee’s determinations in carrying out,
administering, construing and interpreting the Plan shall be made or taken in its sole discretion and shall be final, binding
and conclusive for all purposes and upon all persons. In the event of any
disagreement between the Committee and an Administrator, the Committee’s determination on such matter shall be final and
binding on all interested persons, including any Administrator. The Committee’s determinations under the Plan need not be
uniform and may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan (whether
or not such persons are similarly situated). Without limiting the generality of the foregoing, the Committee shall be entitled,
among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Award Documents,
as to the persons receiving Awards under the Plan, and the terms and provisions of Awards under the Plan.


 




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(e)          No Liability. Subject to applicable law: (i) no member of the Committee or any Administrator
shall be liable for anything whatsoever in connection with the exercise of authority under the Plan or the administration of the
Plan except such person’s own willful misconduct; (ii) under no circumstances shall any member of the Committee or any Administrator
be liable for any act or omission of any other member of the Committee or an Administrator; and (iii) in the performance of its
functions with respect to the Plan, the Committee and an Administrator shall be entitled to rely upon information and advice furnished
by the Company’s officers, the Company’s accountants, the Company’s counsel and any other party the Committee
or the Administrator deems necessary, and no member of the Committee or any Administrator shall be liable for any action taken
or not taken in good faith reliance upon any such advice.


 


6.           Eligibility. Eligible Individuals shall include
all officers, other employees (including prospective employees) and consultants of, and other persons who perform services for,
the Company, non-employee directors of Subsidiaries and employees and consultants of joint ventures, partnerships or similar business
organizations in which Morgan Stanley or a Subsidiary has an equity or similar interest. Any Award made to a prospective employee
shall be conditioned upon, and effective not earlier than, such person’s becoming an employee. Members of the Board who
are not Company employees will not be eligible to receive Awards under the Plan. An individual’s status as an Administrator
will not affect his or her eligibility to receive Awards under the Plan.


 


7.           Restricted Stock. An Award of Restricted
Stock shall be subject to the terms and conditions established by the Committee in connection with the Award and specified in
the applicable Award Document. Restricted Stock may, among other things, be subject to restrictions on transfer, vesting requirements
or cancellation under specified circumstances.


 


8.           Stock Units. An Award of Stock Units shall
be subject to the terms and conditions established by the Committee in connection with the Award and specified in the applicable
Award Document. Each Stock Unit awarded to a Participant shall correspond to one Share. Upon satisfaction of the terms and conditions
of the Award, a Stock Unit will be payable, at the discretion of the Committee, in Stock or in cash equal to the Fair Market Value
on the payment date of one Share. As a holder of Stock Units, a Participant shall have only the rights of a general unsecured
creditor of Morgan Stanley. A Participant shall not be a stockholder with respect to the Shares underlying Stock Units unless
and until the Stock Units convert to Shares. Stock Units may, among other things, be subject to restrictions on transfer, vesting
requirements or cancellation under specified circumstances.


 




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9.           Options.


 


(a)          Options Generally. An Award of Options shall be subject to the terms and conditions
established by the Committee in connection with the Award and specified in the applicable Award Document. The Committee shall
establish (or shall authorize the method for establishing) the exercise price of all Options awarded under the Plan, except that
the exercise price of an Option shall not be less than 100% of the Fair Market Value of one Share on the Award Date. Notwithstanding
the foregoing, the exercise price of an Option that is a Substitute Award may be less than the Fair Market Value per Share on
the Award Date, provided that such substitution complies with applicable laws and regulations, including the listing requirements
of the New York Stock Exchange and Section 409A or Section 424, as applicable, of the Code. Upon satisfaction of the conditions
to exercisability of the Award, a Participant shall be entitled to exercise the Options included in the Award and to have delivered,
upon Morgan Stanley’s receipt of payment of the exercise price and completion of any other conditions or procedures specified
by Morgan Stanley, the number of Shares in respect of which the Options shall have been exercised. Options may be either nonqualified
stock options or Incentive Stock Options. Options and the Shares acquired upon exercise of Options may, among other things, be
subject to restrictions on transfer, vesting requirements or cancellation under specified circumstances.


 


(b)          Prohibition on Restoration Option and SAR Grants. Anything in the Plan to the contrary
notwithstanding, the terms of an Option or SAR shall not provide that a new Option or SAR will be granted, automatically and without
additional consideration in excess of the exercise price of the underlying Option or SAR, to a Participant upon exercise of the
Option or SAR.


 


(c)          Prohibition on Repricing of Options and SARs. Anything in the Plan to the contrary
notwithstanding, the Committee may not reprice any Option or SAR. “Reprice” means any action that constitutes a “repricing”
under the rules of the New York Stock Exchange or, except as otherwise expressly provided in Section 4(b), any other amendment
to an outstanding Option or SAR that has the effect of reducing its exercise price or any cancellation of an outstanding Option
or SAR in exchange for cash or another Award.


 


(d)          Payment of Exercise Price. Subject to the provisions of the applicable Award Document
and to the extent authorized by rules and procedures of Morgan Stanley from time to time, the exercise price of the Option may
be paid in cash, by actual delivery or attestation to ownership of freely transferable Shares already owned by the person exercising
the Option, or by such other means as Morgan Stanley may authorize.


 


(e)          Maximum Term on Stock Options and SARs. No Option or SAR shall have an expiration
date that is later than the tenth anniversary of the Award Date thereof.


 


10.         SARs. An Award of SARs shall be subject to
the terms and conditions established by the Committee in connection with the Award and specified in the applicable Award Document.
The Committee shall establish (or shall authorize the method for establishing) the exercise price of all SARs awarded under the
Plan, except that the exercise price of a SAR shall not be less than 100% of the Fair Market Value of one Share on the Award Date.
Notwithstanding the foregoing, the exercise price of any SAR that is a Substitute Award may be less than the Fair Market Value
of one Share on the Award Date, subject to the same conditions
set forth in Section ‎‎9(a) for Options that are Substitute Awards. Upon satisfaction of the conditions to the
payment of the Award, each SAR shall entitle a Participant to an amount, if any, equal to the Fair Market Value of one Share on
the date of exercise over the SAR exercise price specified in the applicable Award Document. At the discretion of the Committee,
payments to a Participant upon exercise of an SAR may be made in Shares, cash or a combination thereof. SARs and the Shares that
may be acquired upon exercise of SARs may, among other things, be subject to restrictions on transfer, vesting requirements or
cancellation under specified circumstances.


 




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.


 


11.        Qualifying
Performance Awards.


 


(a)         The Committee may, in its sole discretion, grant a Qualifying Performance Award to any Section
162(m) Participant. A Qualifying Performance Award shall be subject to the terms and conditions established by the Committee in
connection with the Award and specified in the applicable Award Document, but in all events shall be subject to the attainment
of Section 162(m) Performance Goals as may be specified by the Committee. Qualifying Performance Awards may be denominated as
a cash amount, number of Shares or other securities of the Company, or a combination thereof. Subject to the terms of the Plan,
the Section 162(m) Performance Goals to be achieved during any performance period, the length of any performance period, the amount
of any Qualifying Performance Award granted and the amount of any payment or transfer to be made pursuant to any Qualifying Performance
Award shall be determined by the Committee. The Committee shall have the discretion, by Section 162(m) Participant and by Award,
to reduce (but not to increase) some or all of the amount that would otherwise be payable under the Award by reason of the satisfaction
of the Section 162(m) Performance Goals set forth in the Award. In making any such determination, the Committee is authorized
in its discretion to take into account additional factors that the Committee may deem relevant to the assessment of individual
or company performance for the performance period.


 


(b)         In any calendar year, no one Section 162(m) Participant may be granted Awards pursuant to
Section ‎11(a) that allow for payments with an aggregate value determined by the Committee to be in excess of $10 million;
provided that, to the extent that one or more Qualifying Performance Awards granted to any one Section 162(m) Participant
during any calendar year are denominated in Shares, the maximum number of Shares that may underlie such awards will be determined
by reference to the volume-weighted average price of a Share of the Company on the first date of grant of such awards, subject
to adjustment to the extent provided in Section ‎4(b). In the case of a tandem award pursuant to which a Section 162(m)
Participant’s realization of a portion of such award results in a corresponding reduction to a separate portion of the award,
only the number of Shares or the cash amount relating to the maximum possible realization under the award shall be counted for
purposes of the limitations above (i.e., without duplication). For purposes of the foregoing sentence, the calendar year
or years in which amounts under Qualifying Performance Awards are deemed paid, granted or received shall be as determined by the
Committee.


 


(c)         Section 162(m) Performance Goals may vary by Section 162(m) Participant and by Award, and
may be based upon the attainment of specific or per-share amounts of, or changes in, one or more, or a combination of two or more,
of the following: earnings (before or after taxes); earnings per share; shareholders’ equity or return on shareholders’
equity; risk-weighted assets
or return on risk-weighted assets; capital, capital ratios or return on capital; book value or book value per share; operating
income (before or after taxes); operating margins or pre-tax margins; stock price or total shareholder return; market share (including
market share of revenue); debt reduction or change in rating; cost reductions; regulatory factors; risk management; expense management;
or contributions to community development or sustainability projects or initiatives. The Committee may provide that in measuring
the achievement of the performance objectives, an Award may include or exclude items such as realized investment gains and losses,
extraordinary, unusual or non-recurring items, asset write-downs, effects of accounting changes, currency fluctuations, acquisitions,
divestitures, reserve-strengthening, litigation, claims, judgments or settlements, the effect of changes in tax law or other such
laws or provisions affecting reported results and other non-operating items, as well as the impact of changes in the fair value
of certain of the Company’s long-term and short-term borrowings resulting from fluctuations in the Company’s credit
spreads and other factors. The foregoing objectives may be applicable to the Company as a whole, one or more of its subsidiaries,
divisions, business units or business lines, or any combination of the foregoing, and may be applied on an absolute basis or be
relative to other companies, industries or indices (e.g., stock market indices) or be based upon any combination of the
foregoing. In addition to the performance objectives, the Committee may also condition payment of any such Award upon the attainment
of conditions, such as completion of a period of service, notwithstanding that the performance objective or objectives specified
in the Award are satisfied.


 




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(d)         Following the completion of any performance period applicable to a Qualifying Performance
Award, the Committee shall certify in writing the applicable performance and amount, if any, payable to Section 162(m) Participants
for such performance period. The amounts payable to a Section 162(m) Participant will be paid following the end of the performance
period after such certification by the Committee in accordance with the terms of the Qualifying Performance Award.


 


(e)         Without further action by the Board, this Section ‎11 shall cease to apply on
the effective date of the repeal of Section 162(m) of the Code (and any successor provision thereof).


 


12.        Other Awards. The Committee shall have the
authority to establish the terms and provisions of other forms of Awards (such terms and provisions to be specified in the applicable
Award Document) not described above that the Committee determines to be consistent with the purpose of the Plan and the interests
of the Company, which Awards may provide for (i) payments in the form of cash, Stock, notes or other property as the Committee
may determine based in whole or in part on the value or future value of Stock or on any amount that Morgan Stanley pays as dividends
or otherwise distributes with respect to Stock, (ii) the acquisition or future acquisition of Stock, (iii) cash, Stock, notes
or other property as the Committee may determine (including payment of dividend equivalents in cash or Stock) based on one or
more criteria determined by the Committee unrelated to the value of Stock, or (iv) any combination of the foregoing. Awards pursuant
to this Section ‎12 may, among other things, be made subject to restrictions on transfer, vesting requirements or cancellation
under specified circumstances.


 




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13.        General Terms and Provisions.


 


(a)         Awards in General. Awards may, in the discretion of the Committee, be made in substitution
in whole or in part for cash or other compensation payable to an Eligible Individual. In accordance with rules and procedures
authorized by the Committee, an Eligible Individual may elect one form of Award in lieu of any other form of Award, or may elect
to receive an Award in lieu of all or part of any compensation that otherwise might have been paid to such Eligible Individual;
provided, however, that any such election shall not require the Committee to make any Award to such Eligible Individual.
Any such substitute or elective Awards shall have terms and conditions consistent with the provisions of the Plan applicable to
such Award. Awards may be granted in tandem with, or independent of, other Awards. The grant, vesting or payment of an Award may,
among other things, be conditioned on the attainment of performance objectives, including without limitation objectives based
in whole or in part on net income, pre-tax income, return on equity, earnings per share, total shareholder return or book value
per share.


 


(b)         Discretionary Awards. All grants of Awards and deliveries of Shares, cash or other
property under the Plan shall constitute a special discretionary incentive payment to the Participant and shall not be required
to be taken into account in computing the amount of salary, wages or other compensation of the Participant for the purpose of
determining any contributions to or any benefits under any pension, retirement, profit-sharing, bonus, life insurance, severance
or other benefit plan of the Company or other benefits from the Company or under any agreement with the Participant, unless Morgan
Stanley specifically provides otherwise.


 


(c)         Dividends and Distributions. If Morgan Stanley pays any dividend or makes any distribution
to holders of Stock, the Committee may in its discretion authorize payments (which may be in cash, Stock (including Restricted
Stock) or Stock Units or a combination thereof) with respect to the Shares corresponding to an Award, or may authorize appropriate
adjustments to outstanding Awards, to reflect such dividend or distribution. The Committee may make any such payments subject
to vesting, deferral, restrictions on transfer or other conditions. Any determination by the Committee with respect to a Participant’s
entitlement to receive any amounts related to dividends or distributions to holders of Stock, as well as the terms and conditions
of such entitlement, if any, will be part of the terms and conditions of the Award, and will be included in the Award Document
for such Award.


 


(d)         Deferrals. In accordance with the procedures authorized by, and subject to the approval
of, the Committee, Participants may be given the opportunity to defer the payment or settlement of an Award to one or more dates
selected by the Participant. To the extent an Award constitutes a deferral of compensation subject to Section 409A, the Committee
shall set forth in writing (which may be in electronic form), on or before the date the applicable deferral election is required
to be irrevocable in order to meet the requirements of Section 409A, the conditions under which such election may be made.


 


(e)         Award Documentation and Award Terms. The terms and conditions of an Award shall be
set forth in an Award Document authorized by the Committee. The Award Document shall include any vesting, exercisability, payment
and other restrictions applicable to an Award (which may include, without limitation, the effects of termination of employment,
cancellation of the
Award under specified circumstances, restrictions on transfer or provision for mandatory resale to the Company).


 




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14.        Certain
Restrictions.


 


(a)         Stockholder Rights. No Participant (or other persons having rights pursuant to an
Award) shall have any of the rights of a stockholder of Morgan Stanley with respect to Shares subject to an Award until the delivery
of the Shares, which shall be effected by entry of the Participant’s (or other person’s) name in the share register
of Morgan Stanley or by such other procedure as may be authorized by Morgan Stanley. Except as otherwise provided in Section ‎4(b)
or 13‎(c), no adjustments shall be made for dividends or distributions on, or other events relating to, Shares subject
to an Award for which the record date is prior to the date such Shares are delivered. Notwithstanding the foregoing, the terms
of an Employee Trust may authorize some or all Participants to give voting or tendering instructions to the trustee thereof in
respect of Shares that are held in such Employee Trust and are subject to Awards. Except for the risk of cancellation and the
restrictions on transfer that may apply to certain Shares (including restrictions relating to any dividends or other rights) or
as otherwise set forth in the applicable Award Document, the Participant shall be the beneficial owner of any Shares delivered
to the Participant in connection with an Award and, upon such delivery shall be entitled to all rights of ownership, including,
without limitation, the right to vote the Shares and to receive cash dividends or other dividends (whether in Shares, other securities
or other property) thereon.


 


(b)         Transferability. No Award granted under the Plan shall be transferable, whether voluntarily
or involuntarily, other than by will or by the laws of descent and distribution; provided that, except with respect to
Incentive Stock Options, the Committee may permit transfers on such terms and conditions as it shall determine. During the lifetime
of a Participant to whom Incentive Stock Options were awarded, such Incentive Stock Options shall be exercisable only by the Participant.


 


15.        Representation; Compliance with Law. The
Committee may condition the grant, exercise, settlement or retention of any Award on the Participant making any representations
required in the applicable Award Document. Each Award shall also be conditioned upon the making of any filings and the receipt
of any consents or authorizations required to comply with, or required to be obtained under, applicable law.


 


16.        Miscellaneous Provisions.


 


(a)         Satisfaction of Obligations. As a condition to the making or retention of any Award,
the vesting, exercise or payment of any Award or the lapse of any restrictions pertaining thereto, Morgan Stanley may require
a Participant to pay such sum to the Company as may be necessary to discharge the Company’s obligations with respect to
any taxes, assessments or other governmental charges (including FICA and other social security or similar tax) imposed on property
or income received by a Participant pursuant to the Award or to satisfy any obligation that the Participant owes to the Company.
In accordance with rules and procedures authorized by Morgan Stanley, (i) such payment may be in the form of cash or other property,
including the tender of previously owned Shares, and (ii) in satisfaction of such taxes, assessments or other governmental charges
or, exclusively in the case of an Award that does not constitute a deferral of
compensation subject to Section 409A, of other obligations that a Participant owes to the Company, Morgan Stanley may make
available for delivery a lesser number of Shares in payment or settlement of an Award, may withhold from any payment or distribution
of an Award or may enter into any other suitable arrangements to satisfy such withholding or other obligation. To the extent an
Award constitutes a deferral of compensation subject to Section 409A, the Company may not offset from the payment of such Award
amounts that a Participant owes to the Company with respect to any such other obligation except to the extent such offset is not
prohibited by Section 409A and would not cause a Participant to recognize income for United States federal income tax purposes
prior to the time of payment of the Award or to incur interest or additional tax under Section 409A.


 




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(b)       No
Right to Continued Employment. Neither the Plan nor any Award shall give rise to any right on the part of any Participant
to continue in the employ of the Company.


 


(c)       Headings. The headings of sections herein are included solely for convenience of reference
and shall not affect the meaning of any of the provisions of the Plan.


 


(d)       Governing Law. The Plan and all rights hereunder shall be construed in accordance
with and governed by the laws of the State of New York, without regard to any conflicts or choice of law, rule or principle that
might otherwise refer the interpretation of the award to the substantive law of another jurisdiction.


 


(e)       Amendments and Termination. The Board or Committee may modify, amend, suspend or terminate
the Plan in whole or in part at any time and may modify or amend the terms and conditions of any outstanding Award (including
by amending or supplementing the relevant Award Document at any time); provided, however, that no such modification, amendment,
suspension or termination shall, without a Participant’s consent, materially adversely affect that Participant’s rights
with respect to any Award previously made; and provided, further, that the Committee shall have the right at any
time, without a Participant’s consent and whether or not the Participant’s rights are materially adversely affected
thereby, to amend or modify the Plan or any Award under the Plan in any manner that the Committee considers necessary or advisable
to comply with any law, regulation, ruling, judicial decision, accounting standards, regulatory guidance or other legal requirement.
Notwithstanding the preceding sentence, neither the Board nor the Committee may accelerate the payment or settlement of any Award,
including, without limitation, any Award subject to a prior deferral election, that constitutes a deferral of compensation for
purposes of Section 409A except to the extent such acceleration would not result in the Participant incurring interest or additional
tax under Section 409A. No amendment to the Plan may render any Board member who is not a Company employee eligible to receive
an Award at any time while such member is serving on the Board. To the extent required by applicable law or the rules of the New
York Stock Exchange, amendments to the Plan shall not be effective unless they are approved by Morgan Stanley’s stockholders.


 






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