Form of Award Certificate for Discretionary Retention Awards of Stock Units



 EXHIBIT 10.8 
 MORGAN STANLEY 
 2007 EQUITY INCENTIVE
COMPENSATION PLAN 
 [FISCAL YEAR] DISCRETIONARY RETENTION 
 AWARDS 
 AWARD CERTIFICATE FOR STOCK
UNITS 







 TABLE OF CONTENTS FOR AWARD
CERTIFICATE 
  

					
	 1.
	  	Stock units generally	  	3
			
	 2.
	  	Vesting schedule and conversion	  	3
			
	 3.
	  	Special provision for certain employees	  	4
			
	 4.
	  	Dividend equivalent payments	  	5
			
	 5.
	  	Death, Disability and Full Career Retirement	  	5
			
	 6.
	  	Involuntary termination by the Firm	  	6
			
	 7.
	  	Governmental Service	  	6
			
	 8.
	  	Qualifying Termination	  	7
			
	 9.
	  	Specified employees	  	7
			
	 10.
	  	Cancellation of awards under certain circumstances	  	7
			
	 11.
	  	Tax and other withholding obligations	  	9
			
	 12.
	  	Obligations you owe to the Firm	  	10
			
	 13.
	  	Nontransferability	  	10
			
	 14.
	  	Designation of a beneficiary	  	10
			
	 15.
	  	Ownership and possession	  	11
			
	 16.
	  	Securities law compliance matters	  	11
			
	 17.
	  	Compliance with laws and regulation	  	12
			
	 18.
	  	No entitlements	  	12
			
	 19.
	  	Consents under local law	  	13
			
	 20.
	  	Award modification	  	13
			
	 21.
	  	Governing law	  	13
			
	 22.
	  	Defined terms	  	13

  







 MORGAN STANLEY 
 [FISCAL YEAR] DISCRETIONARY RETENTION AWARDS 
 AWARD CERTIFICATE FOR STOCK UNITS 
 FISCAL YEAR [            ] 
 Morgan Stanley has awarded you retention stock units as part of your discretionary long-term incentive compensation for services provided during Fiscal
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 Fiscal Year [            ] stock unit award. The number of stock units in your award has been communicated to you independently. 
 If you are employed outside the United States, you will also receive an “International Supplement” that contains supplemental
terms and conditions for your Fiscal Year [            ] stock unit award. You should read this Award Certificate in conjunction with the International Supplement, if applicable, in order
to understand the terms and conditions of your stock unit award. 
 Your stock unit award is made pursuant to the Plan. References to
“stock units” in this Award Certificate mean only those stock units included in your Fiscal Year [            ] stock unit award, and the terms and conditions herein apply only to
such award. If you receive any other award under the Plan or another equity compensation plan, it will be governed by the terms and conditions of the applicable award documentation, which may be different from those herein. 
 The purpose of the stock unit award is, among other things, to align your interests with the interests of the Firm and Morgan Stanley’s
stockholders, to reward you for your continued Employment and service to the Firm in the future and your compliance with the Firm’s policies (including the Code of Conduct), to protect the Firm’s interests in non-public, confidential
and/or proprietary information, products, trade secrets, customer relationships, and other legitimate business interests, and to ensure an orderly transition of responsibilities. In view of these purposes, you will earn each portion of your Fiscal
Year [            ] stock unit award only if you (1) remain in continuous Employment through the applicable Scheduled Vesting Date and (2) do not engage in any
activity that is a cancellation event set forth in Section 10(c) below. Therefore, even if your award has vested, you will have no right to your award if a cancellation event occurs under the circumstances set forth in Section 10(c) below.
You will be required to provide Morgan Stanley with such written certification or other evidence as Morgan Stanley deems appropriate, from time to time in its sole discretion, to confirm that no cancellation event has occurred. If you fail to
provide such certification or evidence, Morgan Stanley will cancel your award. Under Morgan Stanley’s current policy, upon a termination of Employment and, if applicable, during a specified period of time prior to each Scheduled Conversion Date
thereafter, 

  

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you will be required to certify on the Morgan Stanley Executive Compensation website at [website redacted] that no cancellation event has occurred. In the
event such certification is not timely made, Morgan Stanley will cancel your award. It is your responsibility to provide the Executive Compensation Department with your up-to-date contact information. 
 Capitalized terms used in this Award Certificate that are not defined in the text have the meanings set forth in Section 22 below. Capitalized terms
used in this Award Certificate that are not defined in the text or in Section 22 below have the meanings set forth in the Plan. 
  

	1.	Stock units generally. 

 Each of your stock
units corresponds to one share of Morgan Stanley common stock. A stock unit constitutes a contingent and unsecured promise of Morgan Stanley to pay you one share of Morgan Stanley common stock on the conversion date for the stock unit. As the holder
of stock units, you have only the rights of a general unsecured creditor of Morgan Stanley. You will not be a stockholder with respect to the shares of Morgan Stanley common stock corresponding to your stock units unless and until your stock units
convert to shares. 
  

	2.	Vesting schedule and conversion. 

 (a) Vesting schedule. Except as otherwise provided in this Award Certificate,
your stock units will vest according to the following schedule: (i) 50% of your stock units will vest on the First Scheduled Vesting Date and (ii) the remaining 50% of your stock units will vest on the Second Scheduled Vesting
Date.1 Any fractional stock units resulting from the application of the vesting schedule will be aggregated and will vest on
the Second Scheduled Vesting Date. Except as otherwise provided in this Award Certificate, each portion of your stock units will vest only if you continue to provide future services to the Firm by remaining in continuous Employment through the
applicable Scheduled Vesting Date and providing value added services to the Firm during this timeframe. The special vesting terms set forth in Sections 5, 6, 7 and 8 of this Award Certificate apply (i) if your Employment terminates by reason of
your death or Disability, (ii) upon your Full Career Retirement, (iii) if the Firm terminates your employment in an involuntary termination under the circumstances described in Section 6, (iv) upon a Governmental Service
Termination or (v) upon a Qualifying Termination. Vested stock units remain subject to the cancellation and withholding provisions set forth in this Award Certificate. 
 (b) Conversion. Except as otherwise provided in this Award Certificate, (i) 50% of your stock units will, to the extent vested,
convert to shares of Morgan Stanley common stock on the First Scheduled Conversion Date and (ii) the remaining 50% of your stock units will, to the extent vested, convert to shares of Morgan Stanley common stock on the Second 
  

	1	The vesting schedule presented in this form of Award Certificate is indicative. The vesting schedule applicable to awards may vary. 

  

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Scheduled Conversion Date.2 The
special conversion provisions set forth in Sections 5(a), 5(b), 7 and 8 of this Award Certificate apply (i) if your Employment terminates by reason of your death or you die after termination of your Employment, (ii) upon your Governmental
Service Termination or your employment at a Governmental Employer following your termination of employment with the Firm under circumstances set forth in Section 7(b), or (iii) upon a Qualifying Termination. 
 The shares delivered upon conversion of stock units pursuant to this Section 2(b) will not be subject to any transfer restrictions, other than those
that may arise under the securities laws or the Firm’s policies, or to cancellation under the circumstances set forth in Section 10(c). 
 (c) Accelerated conversion. Morgan Stanley shall have no right to accelerate the conversion of any of your stock units, except to the extent that such acceleration is not prohibited by Section 409A and would not
result in your being required to recognize income for United States federal income tax purposes before your stock units convert to shares of Morgan Stanley common stock or your incurring additional tax or interest under Section 409A. If any
stock units are converted to shares of Morgan Stanley common stock prior to the applicable Scheduled Conversion Date pursuant to this Section 2(c), these shares may not be transferable and may remain subject to applicable vesting, cancellation
and withholding provisions, as determined by Morgan Stanley. 
 (d) Rule of construction for timing of conversion.
Whenever this Award Certificate provides for your stock units to convert to shares on the First Scheduled Conversion Date or the Second Scheduled Conversion Date or upon a different specified event or date, such conversion will be considered to have
been timely made, and neither you nor any of your beneficiaries or your estate shall have any claim against the Firm for damages based on an acceleration of the conversion of your stock units pursuant to Section 2(c) or a delay in conversion of
your stock units to shares (or delivery of such shares following conversion), and the Firm shall have no liability to you (or to any of your beneficiaries or your estate) in respect of any such acceleration or delay, as long as conversion is made by
December 31 of the year in which occurs the applicable Scheduled Conversion Date or such other specified event or date or, if later, by the 15th day of the third calendar month following such specified event or date. 
  

	3.	Special provision for certain employees. 

 Notwithstanding the other provisions of this Award Certificate, if Morgan Stanley considers you to be one of its executive officers at the time provided for the conversion of your vested stock units and determines that your compensation may
not be fully deductible by virtue of Section 162(m) of the Internal Revenue Code, Morgan Stanley shall delay payment of the nondeductible portion of your compensation, including delaying conversion and payment of the stock units to the extent
nondeductible, unless the Committee, in its sole discretion, determines not to delay such payment. This delay will continue until your “Separation from Service” under Section 409A, and your vested stock units will convert to Morgan
Stanley common stock upon your Separation from Service. 
  

	2	The conversion schedule presented in this form of Award Certificate is indicative. The conversion schedule applicable to awards may vary. 

  

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	4.	Dividend equivalent payments. 

 Until your
stock units convert to shares, if Morgan Stanley pays a regular or ordinary dividend on its common stock, you will be paid a dividend equivalent for your vested and unvested stock units. The decision to pay a dividend and, if so, the amount of any
such dividend, is determined by Morgan Stanley in its sole discretion. No dividend equivalents will be paid to you on any canceled stock units. 
 Morgan Stanley will decide on the form of payment and may pay dividend equivalents in shares of Morgan Stanley common stock, in cash or in a combination thereof. Morgan Stanley will pay the dividend equivalent when it pays the corresponding
dividend on its common stock. 
 Because dividend equivalent payments are considered part of your compensation for income tax purposes, they
will be subject to applicable tax and other withholding obligations. 
  

	5.	Death, Disability and Full Career Retirement. 

 The following special vesting and payment terms apply to your stock units: 
 (a) Death during Employment. If
your Employment terminates due to death, all of your unvested stock units will vest on the date of your death. Your stock units will convert to shares of Morgan Stanley common stock and be delivered to the beneficiary you have designated pursuant to
Section 14 or the legal representative of your estate, as applicable, upon your death, provided that your estate or beneficiary notifies the Firm of your death within 60 days following your death. 
 After your death, the cancellation provisions set forth in Section 10(c) will no longer apply, and the shares delivered upon conversion of stock
units pursuant to this Section 5(a) will not be subject to any transfer restrictions (other than those that may arise under the securities laws or the Firm’s policies). 
 (a) Death after termination of Employment. If you die after the termination of your Employment but prior to the applicable Scheduled
Conversion Date, any vested stock units that you held at the time of your death will convert to shares of Morgan Stanley common stock and be delivered to the beneficiary you have designated pursuant to Section 14 or the legal representative of
your estate, as applicable, upon your death, provided that your estate or beneficiary notifies the Firm of your death within 60 days following your death. 
 After your death, the cancellation provisions set forth in Section 10(c) will no longer apply, and the shares delivered upon conversion of stock units pursuant to this Section 5(b) will not be subject to any
transfer restrictions (other than those that may arise under the securities laws or the Firm’s policies). 
  

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 (c) Disability or Full Career Retirement. If your Employment terminates due to
Disability or in a Full Career Retirement, all of your unvested stock units will vest on the date your Employment terminates. Your stock units will convert to shares of Morgan Stanley common stock on the applicable Scheduled Conversion Date. The
cancellation and withholding provisions set forth in this Award Certificate will continue to apply until the applicable Scheduled Conversion Date. 
  

	6.	Involuntary termination by the Firm. 

 If the
Firm terminates your employment under circumstances not involving any cancellation event set forth in Section 10(c), your unvested stock units will vest on the date your employment with the Firm terminates and your stock units will convert to
shares of Morgan Stanley common stock on the applicable Scheduled Conversion Date, provided that you sign an agreement and release satisfactory to the Firm. If you do not sign an agreement and release satisfactory to the Firm in connection
with your involuntary termination as described in this Section 6, any stock units that were unvested immediately prior to your termination shall be canceled. The cancellation and withholding provisions set forth in this Award Certificate will
continue to apply until the applicable Scheduled Conversion Date. 
  

	7.	Governmental Service. 

 (a)
General treatment of awards upon Governmental Service Termination. If your Employment terminates in a Governmental Service Termination and not involving a cancellation event set forth in Section 10(c), then, provided that
you sign an agreement satisfactory to the Firm relating to your obligations pursuant to Section 7(c), all of your unvested stock units will vest on the date of your Governmental Service Termination. Your vested stock units will convert to
shares of Morgan Stanley common stock on the date of your Governmental Service Termination. 
 (b) General treatment of vested
awards upon acceptance of employment at a Governmental Employer following termination of Employment. If your Employment terminates other than in a Governmental Service Termination and not involving a cancellation event set forth in
Section 10(c) and, following your termination of Employment, you accept employment with a Governmental Employer, then, provided that you sign an agreement satisfactory to the Firm relating to your obligations pursuant to
Section 7(c), all of your outstanding vested stock units will convert to shares of Morgan Stanley common stock upon your commencement of such employment, provided you present the Firm with satisfactory evidence demonstrating that as a
result of such employment the divestiture of your continued interest in Morgan Stanley equity awards or continued ownership of Morgan Stanley common stock is reasonably necessary to avoid the violation of U.S. federal, state or local or foreign
ethics law or conflicts of interest law applicable to you at such Governmental Employer. 
 (c) Repayment obligation. If
you engage in any activity constituting a cancellation event set forth in Section 10(c) within the applicable period of time that would have resulted in cancellation of all or a portion of your stock units (had they not converted to shares
pursuant to Sections 7(a) or 7(b) above), you will be required to pay to Morgan Stanley an amount equal to the number of stock units that would have been canceled upon the occurrence of 

  

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such cancellation event multiplied by the fair market value, determined using a valuation methodology established by Morgan Stanley, of Morgan Stanley common
stock on the date your stock units converted to shares of Morgan Stanley common stock, plus interest on such amount at the average rate of interest Morgan Stanley paid to borrow money from financial institutions during the period from the date of
such conversion through the date preceding the payment date. 
  

	8.	Qualifying Termination. 

 If your employment
terminates in a Qualifying Termination, all of your unvested stock units will vest, cancellation provisions will lapse, and, subject to Section 9, your stock units will convert to shares of Morgan Stanley common stock upon your Qualifying
Termination. 
  

	9.	Specified employees. 

 Notwithstanding any
other terms of this Award Certificate, if Morgan Stanley considers you to be one of its “specified employees” as defined in Section 409A at the time of your Separation from Service, any conversion of your stock units that otherwise
would occur upon your Separation from Service (including, without limitation, stock units whose conversion was delayed due to Section 162(m) of the Internal Revenue Code, as provided in Section 3, and stock units payable upon your
Qualifying Termination, as provided in Section 8) will be delayed until the first business day following the date that is six months after your Separation from Service; provided, however, that in the event that your death, your
Governmental Service Termination or your employment at a Governmental Employer following your termination of employment with the Firm under circumstances set forth in Section 7(b) occurs at any time after the Date of the Award, payment will be
made in accordance with Section 5(a), 5(b), or 7, as applicable. 
  

	10.	Cancellation of awards under certain circumstances. 

 (a) Cancellation of unvested awards. Your unvested stock units will be canceled if your Employment terminates for any reason other than death, Disability, a Full Career Retirement, an involuntary termination by the Firm
described in Section 6, a Governmental Service Termination or a Qualifying Termination. 
 (b) General treatment of
vested awards. Except as otherwise provided in this Award Certificate, your vested stock units will convert to shares of Morgan Stanley common stock on the applicable Scheduled Conversion Date. The cancellation and withholding
provisions set forth in this Award Certificate will continue to apply until the applicable Scheduled Conversion Date. 
 (c)
Cancellation of awards under certain circumstances. The cancellation events set forth in this Section 10(c) are designed, among other things, to incentivize compliance with the Firm’s policies (including the Code of Conduct), to
protect the Firm’s interests in non-public, confidential and/or proprietary information, products, trade secrets, customer relationships, and other legitimate business interests, and to ensure an orderly transition of responsibilities. This
Section 10(c) shall apply notwithstanding any other terms of this Award Certificate (except where sections in this Award Certificate specifically provide that the cancellation events set forth in this Section 10(c) no longer apply).

  

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 Your stock units, even if vested, are not earned until the applicable Scheduled Conversion Date and,
unless prohibited by applicable law, will be canceled prior to the applicable Scheduled Conversion Date in any of the circumstances set forth below in Section 10(c)(1) or (2). Although you will become the beneficial owner of shares underlying
your stock units following conversion of your stock units, the Firm may retain custody of your shares following conversion of your stock units pending any investigation or other review that impacts the determination as to whether the stock units are
cancellable under the circumstances set forth below and, in such an instance, the shares underlying such stock units shall be forfeited in the event the Firm determines that the stock units were cancellable under the circumstances set forth below.

 (1) Competitive Activity. If you engage in Competitive Activity following the voluntary termination of your Employment in a
termination that satisfies the definition of a Full Career Retirement, the following shall apply, subject to applicable law: 
 (i) If your Competitive Activity occurs before the First Scheduled Vesting Date, then all of your stock units will be canceled immediately. 
 (ii) If your Competitive Activity occurs on or after the First Scheduled Vesting Date but before the Second Scheduled Vesting Date, then the 50% of your stock units that are scheduled to convert on the Second
Scheduled Conversion Date will be canceled immediately. 
 (2) Other Events. If any of the following events occur at any time
before the applicable Scheduled Conversion Date, all of your stock units (whether or not vested), will be canceled immediately, subject to applicable law: 
 (i) Your Employment is terminated for Cause or you engage in conduct constituting Cause (whether or not your Employment has been terminated as of the applicable Scheduled Conversion Date); 
 (ii) Following the termination of your Employment, the Firm determines that your Employment could have been terminated for Cause (for
these purposes, “Cause” will be determined without giving consideration to any “cure” period included in the definition of “Cause”); 
 (iii) You disclose Confidential and Proprietary Information to any unauthorized person outside the Firm, or use or attempt to use
Confidential and Proprietary Information other than in connection with the business of the Firm; or you fail to comply with your obligations (either during or after your Employment) under the Firm’s Code of Conduct (and any applicable
supplements), or otherwise existing between you and the Firm, relating to Confidential and Proprietary Information or an assignment, procurement or enforcement of rights in Confidential and Proprietary Information; 
  

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 (iv) You engage in a Wrongful Solicitation; 
 (v) You make any Unauthorized Comments; or 
 (vi) You resign from your employment with the Firm without having provided the Firm prior written notice of your resignation at least: 
  

	 	(A)	180 days before the date on which your employment with the Firm terminates if you are a member of the Management Committee at the time of notice of your resignation;


  

	 	(B)	90 days before the date on which your employment with the Firm terminates if clause (A) of this Section 10(c)(2)(vi) does not apply to you and you are a Managing Director
(or equivalent title) at the time of notice of your resignation; 

  

	 	(C)	60 days before the date on which your employment with the Firm terminates if you are an Executive Director (or equivalent title) at the time of notice of your resignation; and


  

	 	(D)	30 days before the date on which your employment with the Firm terminates if none of clauses (A) through (C) of this Section 10(c)(2)(vi) apply to you at the time of
notice of your resignation. 

  

	11.	Tax and other withholding obligations. 

 Any
vesting, whether on a Scheduled Vesting Date or some other date, or conversion of a stock unit award shall be subject to the Firm’s withholding of all required United States federal, state, local and foreign income and employment/payroll
taxes (including Federal Insurance Contributions Act taxes). You authorize the Firm to withhold such taxes from any payroll or other payment or compensation to you and to take such other action as the Firm may deem advisable to enable it and you to
satisfy obligations for the payment of withholding taxes and other tax obligations, assessments, or other governmental charges, whether of the United States or any other jurisdiction, relating to the vesting or conversion of your stock units.
However, the Firm may not deduct or withhold such sum from any payroll or any other payment or compensation, except to the extent it is not prohibited by Section 409A and would not cause you to recognize income for United States federal income
tax purposes before your stock units convert to shares of Morgan Stanley common stock or to incur interest or additional tax under Section 409A. 
 Pursuant to rules and procedures that Morgan Stanley establishes, you may elect to satisfy the tax or other withholding obligations arising upon conversion of your stock units by having Morgan Stanley withhold shares
of Morgan Stanley common stock in an amount 

  

 9 








 
sufficient to satisfy the tax or other withholding obligations. Shares withheld will be valued using the fair market value of Morgan Stanley common
stock on the date your stock units convert (or such other appropriate date determined by Morgan Stanley based on local legal, tax or accounting rules and practices) using a valuation methodology established by Morgan
Stanley. In order to comply with applicable accounting standards or the Firm’s policies in effect from time to time, Morgan Stanley may limit the amount of shares that you may have withheld. 
  

	12.	Obligations you owe to the Firm. 

 Morgan
Stanley may not withhold shares upon conversion of stock units, and may not withhold the payment of dividend equivalents on your stock units or subject dividend equivalents to deferral, to satisfy obligations that you owe to the Firm except
(i) to the extent authorized under Sections 4 or 11, relating to tax and other withholding obligations or, otherwise, (ii) to the extent such withholding is not prohibited by Section 409A and would not cause you to recognize income
for United States federal income tax purposes before your stock units convert to shares of Morgan Stanley common stock or to incur additional tax or interest under Section 409A. 
 Morgan Stanley’s determination of any amount that you owe the Firm shall be conclusive. The fair market value of Morgan Stanley common stock for
purposes of the foregoing provisions shall be determined using a valuation methodology established by Morgan Stanley. 
  

	13.	Nontransferability. 

 You may not sell,
pledge, hypothecate, assign or otherwise transfer your stock units, other than as provided in Section 14 (which allows you to designate a beneficiary or beneficiaries in the event of your death) or by will or the laws of descent and
distribution. This prohibition includes any assignment or other transfer that purports to occur by operation of law or otherwise. During your lifetime, payments relating to the stock units will be made only to you. 
 Your personal representatives, heirs, legatees, beneficiaries, successors and assigns, and those of Morgan Stanley, shall all be bound by, and shall
benefit from, the terms and conditions of your award. 
  

	14.	Designation of a beneficiary. 

 You may make
a designation of beneficiary or beneficiaries to receive all or part of the shares to be delivered under this Award Certificate in the event of your death. To make a beneficiary designation, you must complete and submit the Beneficiary Designation
form on the Executive Compensation website at [website redacted]. 
 Any shares that become deliverable upon your death, and as to which a
designation of beneficiary is not in effect, will be distributed to your estate. 
  

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 If you previously filed a designation of beneficiary form for your equity awards with the Executive
Compensation Department, such form will also apply to the stock units included in this award. You may replace or revoke your beneficiary designation at any time. If there is any question as to the legal right of any beneficiary to receive shares
under this award, Morgan Stanley may determine in its sole discretion to deliver the shares in question to your estate. Morgan Stanley’s determination shall be binding and conclusive on all persons and it will have no further liability to
anyone with respect to such shares. 
  

	15.	Ownership and possession. 

 (a)
Generally. Generally, you will not have any rights as a stockholder in the shares of Morgan Stanley common stock corresponding to your stock units prior to conversion of your stock units. 
 Prior to conversion of your stock units, however, you will receive dividend equivalent payments, as set forth in Section 4 of this Award
Certificate. In addition, if Morgan Stanley contributes shares of Morgan Stanley common stock corresponding to your stock units to a grantor trust it has established, you may be permitted to direct the trustee how to vote the shares in the trust
corresponding to your stock units. Voting rights, if any, are governed by the terms of the grantor trust and Morgan Stanley may amend any such voting rights, in its sole discretion, at any time. Morgan Stanley is under no obligation to contribute
shares corresponding to stock units to a trust. If Morgan Stanley elects not to contribute shares corresponding to your stock units to a trust, you will not have voting rights with respect to shares corresponding to your stock units until your stock
units convert to shares. 
 (b) Following conversion. Subject to Section 10(c), following
conversion of your stock units you will be the beneficial owner of the shares of Morgan Stanley common stock issued to you, and you will be entitled to all rights of ownership, including voting rights and the right to receive cash or stock dividends
or other distributions paid on the shares. 
 (c) Custody of shares. Morgan Stanley may maintain
possession of the shares subject to your award until such time as your shares are no longer subject to restrictions on transfer. 
  

	16.	Securities law compliance matters. 

 Morgan
Stanley may affix a legend to any stock certificates representing shares of Morgan Stanley common stock issued upon conversion of your stock units (and any stock certificates that may subsequently be issued in substitution for the original
certificates). The legend will read substantially as follows: 
 THE SHARES REPRESENTED BY THIS STOCK CERTIFICATE WERE ISSUED PURSUANT TO
THE MORGAN STANLEY 2007 EQUITY INCENTIVE COMPENSATION PLAN AND ARE SUBJECT TO THE TERMS AND CONDITIONS THEREOF AND OF AN AWARD CERTIFICATE FOR STOCK UNITS AND ANY SUPPLEMENT THERETO. 
  

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 THE SECURITIES REPRESENTED BY THIS STOCK CERTIFICATE MAY BE SUBJECT TO RESTRICTIONS ON TRANSFER BY
VIRTUE OF THE SECURITIES ACT OF 1933. 
 COPIES OF THE PLAN, THE AWARD CERTIFICATE FOR STOCK UNITS AND ANY SUPPLEMENT THERETO ARE
AVAILABLE THROUGH THE EXECUTIVE COMPENSATION DEPARTMENT. 
 Morgan Stanley may advise the transfer agent to place a stop order against
such shares if it determines that such an order is necessary or advisable. 
  

	17.	Compliance with laws and regulation. 

 Any
sale, assignment, transfer, pledge, mortgage, encumbrance or other disposition of shares issued upon conversion of your stock units (whether directly or indirectly, whether or not for value, and whether or not voluntary) must be made in compliance
with any applicable constitution, rule, regulation or policy of any of the exchanges or associations or other institutions with which the Firm or a Related Employer has membership or other privileges, and any applicable law or applicable rule or
regulation of any governmental agency, self-regulatory organization or state or federal regulatory body. 
  

	18.	No entitlements. 

 (a) No right
to continued Employment. This stock unit award is not an employment agreement, and nothing in this Award Certificate, the International Supplement, if applicable, or the Plan shall alter your status as an
“at-will” employee of the Firm or your employment status at a Related Employer. None of this Award Certificate, the International Supplement, if applicable, or the Plan shall be construed as guaranteeing your employment by the Firm or a
Related Employer, or as giving you any right to continue in the employ of the Firm or a Related Employer, during any period (including without limitation the period between the Date of the Award and any of the First Scheduled Vesting Date, the
Second Scheduled Vesting Date, the First Scheduled Conversion Date, the Second Scheduled Conversion Date, or any portion of any of these periods), nor shall they be construed as giving you any right to be reemployed by the Firm or a Related Employer
following any termination of Employment. 
 (b) No right to future awards. This award, and
all other awards of stock units and other equity-based awards, are discretionary. This award does not confer on you any right or entitlement to receive another award of stock units or any other equity-based award at any time in the future or in
respect of any future period. 
 (c) No effect on future employment compensation. Morgan Stanley
has made this award to you in its sole discretion. This award does not confer on you any right or entitlement to receive compensation in any specific amount for any future fiscal year, and does not diminish in any way the Firm’s discretion to
determine the amount, if any, of your compensation. This award is not part of your base salary or wages and will not be taken into account in determining any other employment-related rights you may have, such as rights to pension or severance pay.

  

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	19.	Consents under local law. 

 Your award is
conditioned upon the making of all filings and the receipt of all consents or authorizations required to comply with, or required to be obtained under, applicable local law. 
  

	20.	Award modification. 

 Morgan Stanley reserves
the right to modify or amend unilaterally the terms and conditions of your stock units, without first asking your consent, or to waive any terms and conditions that operate in favor of Morgan Stanley. These amendments may include (but are not
limited to) changes that Morgan Stanley considers necessary or advisable as a result of changes in any, or the adoption of any new, Legal Requirement. Morgan Stanley may not modify your stock units in a manner that would materially impair your
rights in your stock units without your consent; provided, however, that Morgan Stanley may, but is not required to, without your consent, amend or modify your stock units in any manner that Morgan Stanley considers necessary or
advisable (i) to comply with any Legal Requirement, (ii) to ensure that your stock units do not result in an excise or other supplemental tax on the Firm or on you under any Legal Requirement, or (iii) to ensure that your stock units
are not subject to United States federal, state or local income tax or any equivalent taxes in territories outside the United States prior to conversion of your stock units to shares or delivery of such shares following conversion. Morgan Stanley
will notify you of any amendment of your stock units that affects your rights. Any amendment or waiver of a provision of this Award Certificate (other than any amendment or waiver applicable to all recipients generally), which amendment or waiver
operates in your favor or confers a benefit on you, must be in writing and signed by the Global Head of Human Resources or the Chief Administrative Officer (or if such positions no longer exist, by the holder of an equivalent position) to be
effective. 
  

	21.	Governing law. 

 This Award Certificate and
the related legal relations between you and Morgan Stanley will be governed by and construed in accordance with 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. 
  

	22.	Defined terms. 

 For purposes of this Award
Certificate, the following terms shall have the meanings set forth below: 
 (a) “Board” means the Board of
Directors of Morgan Stanley. 
 (b) “Cause” means: 
 (1) any act or omission which constitutes a breach of your obligations to the Firm (including, without limitation, your failure to
comply with any notice or non-solicitation restrictions that may be applicable to you) or your failure or refusal to 

  

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perform satisfactorily any duties reasonably required of you, which breach, failure or refusal (if susceptible to cure) is not corrected (other than failure
to correct by reason of your incapacity due to physical or mental illness) within ten (10) business days after written notification thereof to you by the Firm; 
 (2) your commission of any dishonest or fraudulent act, or any other act or omission, which has caused or may reasonably be
expected to cause injury to the interest or business reputation of the Firm; or 
 (3) your violation of any
securities, commodities or banking laws, any rules or regulations issued pursuant to such laws, or rules or regulations of any securities or commodities exchange or association of which the Firm is a member or of any policy of the Firm relating to
compliance with any of the foregoing. 
 (c) A “Change in Control” shall be deemed to have occurred if any of
the following conditions shall have been satisfied: 
 (1) any one person or more than one person acting as a group (as
determined under Section 409A), other than (A) any employee plan established by Morgan Stanley or any of its Subsidiaries, (B) Morgan Stanley or any of its affiliates (as defined in Rule 12b-2 promulgated under the Exchange Act),
(C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) a corporation owned, directly or indirectly, by stockholders of Morgan Stanley in substantially the same proportions as their ownership of
Morgan Stanley, is or becomes, during any 12-month period, the beneficial owner, directly or indirectly, of securities of Morgan Stanley (not including in the securities beneficially owned by such person(s) any securities acquired directly from
Morgan Stanley or its affiliates other than in connection with the acquisition by Morgan Stanley or its affiliates of a business) representing 50% or more of the total voting power of the stock of Morgan Stanley; provided, however,
that the provisions of this subsection (1) are not intended to apply to or include as a Change in Control any transaction that is specifically excepted from the definition of Change in Control under subsection (3) below; 
 (2) a change in the composition of the Board such that, during any 12-month period, the individuals who, as of the beginning of
such period, constitute the Board (the “Existing Board”) cease for any reason to constitute at least 50% of the Board; provided, however, that any individual becoming a member of the Board subsequent to the
beginning of such period whose election, or nomination for election by Morgan Stanley’s stockholders, was approved by a vote of at least a majority of the directors immediately prior to the date of such appointment or election shall be
considered as though such individual were a member of the Existing Board; 
 (3) the consummation of a merger or
consolidation of Morgan Stanley with any other corporation or other entity, or the issuance of voting securities in connection with a merger or consolidation of Morgan Stanley (or any direct or indirect subsidiary of Morgan Stanley) pursuant to
applicable stock exchange requirements; provided that immediately following such merger or consolidation the voting securities of 

  

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Morgan Stanley outstanding immediately prior thereto do not continue to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity of such merger or consolidation or parent entity thereof) 50% or more of the total voting power of Morgan Stanley stock (or if Morgan Stanley is not the surviving entity of such merger or consolidation, 50% or more
of the total voting power of the stock of such surviving entity or parent entity thereof); and provided further that a merger or consolidation effected to implement a recapitalization of Morgan Stanley (or similar transaction) in which no
person (as determined under Section 409A) is or becomes the beneficial owner, directly or indirectly, of securities of Morgan Stanley (not including in the securities beneficially owned by such person any securities acquired directly from
Morgan Stanley or its affiliates other than in connection with the acquisition by Morgan Stanley or its affiliates of a business) representing 50% or more of either the then outstanding shares of Morgan Stanley common stock or the combined voting
power of Morgan Stanley’s then outstanding voting securities shall not be considered a Change in Control; or 
 (4)
the complete liquidation of Morgan Stanley or the sale or disposition by Morgan Stanley of all or substantially all of Morgan Stanley’s assets in which any one person or more than one person acting as a group (as determined under
Section 409A) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from Morgan Stanley that have a total gross fair market value equal to more than 50% of the
total gross fair market value of all of the assets of Morgan Stanley immediately prior to such acquisition or acquisitions. 
 Notwithstanding the foregoing, (1) no Change in Control shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of Morgan Stanley
common stock immediately prior to such transaction or series of transactions continue to have substantially the same proportionate ownership in an entity which owns substantially all of the assets of Morgan Stanley immediately prior to such
transaction or series of transactions and (2) no event or circumstances described in any of clauses (1) through (4) above shall constitute a Change in Control unless such event or circumstances also constitute a change in the
ownership or effective control of Morgan Stanley, or in the ownership of a substantial portion of Morgan Stanley’s assets, as defined in Section 409A and the regulations and guidance thereunder. In addition, no Change in Control shall be
deemed to have occurred upon the acquisition of additional control of Morgan Stanley by any one person or more than one person acting as a group that is considered to effectively control Morgan Stanley. 
 For purposes of the provisions of this Award Certificate, terms used in the definition of a Change in Control shall be as defined or interpreted pursuant
to Section 409A. 
 (d) “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 with the powers of the Committee under the Plan, or any subcommittee appointed by such Committee. 
  

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 (e) “Competitive Activity” means: 
 (1) becoming, or entering into any arrangement as, an employee, officer, partner, member, proprietor, director, independent
contractor, consultant, advisor, representative or agent of, or serving in any similar position or capacity with, a Competitor, where you will be responsible for providing, or managing or supervising others who are providing, services (x) that
are similar or substantially related to the services that you provided to the Firm, or (y) that you had direct or indirect managerial or supervisory responsibility for at the Firm, or (z) that call for the application of the same or
similar specialized knowledge or skills as those utilized by you in your services for the Firm, in each such case, at any time during the year preceding the termination of your employment with the Firm; or 
 (2) either alone or in concert with others, forming, or acquiring a 5% or greater equity ownership, voting interest or profit
participation in, a Competitor. 
 (f) “Competitor” means any corporation, partnership or other entity that is
engaged in any activity, or that owns a significant interest in any corporation, partnership or other entity, that competes with any business activity the Firm engages in, or that you reasonably knew or should have known that the Firm was planning
to engage in, at the time of the termination of your Employment. 
 (g) “Confidential and Proprietary
Information” means any information that is classified as confidential in the Firm’s Global Policy on Confidential Information or that may have intrinsic value to the Firm, the Firm’s clients or other parties with which the
Firm has a relationship, or that may provide the Firm with a competitive advantage, including, without limitation, any trade secrets; inventions (whether or not patentable); formulas; flow charts; computer programs; access codes or other systems of
information; algorithms; technology and business processes; business, product or marketing plans; sales and other forecasts; financial information; client lists or other intellectual property; information relating to compensation and benefits; and
public information that becomes proprietary as a result of the Firm’s compilation of that information for use in its business, provided that such Confidential and Proprietary Information does not include any information which is available for
use by the general public or is generally available for use within the relevant business or industry other than as a result of your action. Confidential and Proprietary Information may be in any medium or form, including, without limitation,
physical documents, computer files or discs, videotapes, audiotapes, and oral communications. 
 (h) “Date of the
Award” means [insert grant date, which typically will coincide approximately with the end of the fiscal year in respect of which the award is made]. 
 (i) “Disability” means any condition that would qualify for a benefit under any group long-term disability plan maintained by the Firm and applicable to you. 
 (j) “Employed” and “Employment” refer to employment with the Firm and/or Related Employment.

  

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 (k) “Equity Awards Committee” means a committee consisting of one or more
members of the Board to whom the Committee has delegated authority to make equity compensation awards to employees of the Firm. 
 (l)
The “Firm” means Morgan Stanley (including any successor thereto) together with its subsidiaries and affiliates. For purposes of the definitions of “Cause,” “Confidential and Proprietary Information,”
“Unauthorized Comments” and “Wrongful Solicitation” set forth in this Award Certificate, references to the “Firm” shall refer severally to the Firm as defined in the preceding sentence and your Related Employer, if any.
For purposes of the cancellation provisions set forth in this Award Certificate relating to disclosure or use of Confidential and Proprietary Information, references to the “Firm” shall refer to the Firm as defined in the second preceding
sentence or your Related Employer, as applicable. 
 (m) “First Scheduled Conversion Date” means a date during
[second year following the Date of the Award] selected by the Committee, the Chief Administrative Officer or the Equity Awards Committee. 
 (n) “First Scheduled Vesting Date” means [second anniversary of January 2 following the Date of the Award]. 
 (o) “Fiscal Year [            ]” means Morgan Stanley’s fiscal year beginning on
[            ]and ending on [            ]. 
 (p) “Full Career Retirement” means the termination of your Employment by you or by the Firm for any reason other than under circumstances involving any cancellation event described in
Section 10(c), and other than due to your death or Disability, a Governmental Service Termination or pursuant to a Qualifying Termination, on or after the date on which: 
 (1) you have attained age 50 and completed at least 12 years of service as a
[            ]3 or equivalent officer title; or 
 (2) you have attained age 50 and completed at least 15 years of service as
an officer of the Firm at the level of [            ]4 or above;
or 
 (3) you have completed at least 20 years of service with the Firm; or 
 (4) you have attained age 55 and have completed at least 5 years of service
with the Firm and the sum of your age and years of service equals or exceeds 65.5 
 For the purposes of the foregoing definition, service with the Firm will include any period of service with the following entities and any of their
predecessors: 
 (i) AB Asesores (“ABS”) prior to its acquisition by the Firm (provided
that only years of service as a partner of ABS shall count towards years of service as an officer); 
  

	3	Specified officer title(s) in one or more specified business units. 


	4	Specified officer title(s) in one or more specified business units. 


	5	Age and service conditions specified in clauses (1) through (4) may vary from year to year. 

  

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 (ii) Morgan Stanley Group Inc. and its subsidiaries (“MS
Group”) prior to the merger with and into Dean Witter, Discover & Co.; 
 (iii) Miller
Anderson & Sherrerd, L.L.P. prior to its acquisition by MS Group; 
 (iv) Van Kampen Investments Inc. and its
subsidiaries prior to its acquisition by MS Group; 
 (v) FrontPoint Partners LLC and its subsidiaries prior to its
acquisition by the Firm; and 
 (vi) Dean Witter, Discover & Co. and its subsidiaries
(“DWD”) prior to the merger of Morgan Stanley Group Inc. with and into Dean Witter, Discover & Co.; 
 provided that,
in the case of an employee who has transferred employment from DWD to MS Group or vice versa, a former employee of DWD will receive credit for employment with DWD only if he or she transferred directly from DWD to Morgan Stanley & Co.
Incorporated or its affiliates subsequent to February 5, 1997, and a former employee of MS Group will receive credit for employment with MS Group only if he or she transferred directly from MS Group to Morgan Stanley DW Inc. or its affiliates
subsequent to February 5, 1997. 
 (q) “Governmental Employer” means a governmental
department or agency, self-regulatory agency or other public service employer. 
 (r) “Governmental Service
Termination” means the termination of your Employment due to your commencement of employment at a Governmental Employer; provided that you have presented the Firm with satisfactory evidence demonstrating that as a result
of such new employment, the divestiture of your continued interest in Morgan Stanley equity awards or continued ownership of Morgan Stanley common stock is reasonably necessary to avoid the violation of U.S. federal, state or local or foreign ethics
law or conflicts of interest law applicable to you at such Governmental Employer. 
 (s) “Internal Revenue
Code” means the United States Internal Revenue Code of 1986, as amended, and the rules, regulations and guidance thereunder. 
 (t) “Legal Requirement” means any law, regulation, ruling, judicial decision, accounting standard, regulatory guidance or other legal requirement. 
 (u) “Management Committee” means the Morgan Stanley Management Committee and any successor or equivalent
committee. 
 (v) “Plan” means the 2007 Equity Incentive Compensation Plan, as amended. 
  

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 (w) “Qualifying Termination” means your Separation from
Service within eighteen (18) months following a Change in Control under either of the following circumstances: (a) the Firm terminates your employment under circumstances not involving any cancellation event; or (b) you resign from
the Firm due to (i) a materially adverse alteration in your position or in the nature or status of your responsibilities from those in effect immediately prior to the Change in Control, as determined by the Committee or its delegees, or
(ii) the Firm requiring your principal place of employment to be located more than 75 miles from the location where you were principally employed at the time of the Change in Control (except for required travel on the Firm’s business to an
extent substantially consistent with your business travel obligations in the ordinary course of business prior to the Change in Control). 
 (y) “Related Employment” means your employment with an employer other than the Firm (such employer, herein referred to as a “Related Employer”), provided that: (i) you
undertake such employment at the written request or with the written consent of Morgan Stanley’s Global Head of Human Resources (or if such position no longer exists, the holder of an equivalent position); (ii) immediately prior to
undertaking such employment you were an employee of the Firm or were engaged in Related Employment (as defined herein); and (iii) such employment is recognized by the Firm in its discretion as Related Employment; and, provided further
that the Firm may (1) determine at any time in its sole discretion that employment that was recognized by the Firm as Related Employment no longer qualifies as Related Employment, and (2) condition the designation and benefits of Related
Employment on such terms and conditions as the Firm may determine in its sole discretion. The designation of employment as Related Employment does not give rise to an employment relationship between you and the Firm, or otherwise modify your and the
Firm’s respective rights and obligations. 
 (z) “Scheduled Conversion Date” means the First Scheduled
Conversion Date and/or the Second Scheduled Conversion Date, as the context requires. 
 (aa) “Scheduled Vesting
Date” means the First Scheduled Vesting Date and/or the Second Scheduled Vesting Date, as the context requires. 
 (bb)
“Second Scheduled Conversion Date” means a date during [third year following the Date of the Award] selected by the Committee, the Chief Administrative Officer or the Equity Awards Committee. 
 (cc) “Second Scheduled Vesting Date” means [third anniversary of January 2 following the Date of the Award].

 (dd) “Section 409A” means Section 409A of the Internal Revenue Code. 
 (ee) “Separation from Service” means a separation from service with the Firm for purposes of Section 409A
determined using the default provisions set forth in Treasury Regulation §1.409A-1(h) or any successor regulation thereto. For purposes of this definition, Morgan Stanley’s subsidiaries and affiliates include (and are limited to) any
corporation that is in the same controlled group of corporations (within the meaning of Section 414(b) of the Internal Revenue Code) as Morgan Stanley and any trade or business that is under common control with Morgan Stanley (within the
meaning of Section 414(c) of the Internal Revenue Code), determined in each case in accordance with the default provisions set forth in Treasury Regulation §1.409A-1(h)(3). 
  

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 (ff) You will be deemed to have made “Unauthorized Comments” about the
Firm if, while Employed or following the termination of your Employment, you make, directly or indirectly, any negative, derogatory or disparaging comment, whether written, oral or in electronic format, to any reporter, author, producer or similar
person or entity or to any general public media in any form (including, without limitation, books, articles or writings of any other kind, as well as film, videotape, audio tape, computer/Internet format or any other medium) that concerns directly
or indirectly the Firm, its business or operations, or any of its current or former agents, employees, officers, directors, customers or clients. 
 (gg) A “Wrongful Solicitation” occurs upon either of the following events: 
 (1) while Employed, including during any notice period applicable to you in connection with the termination of your Employment, or within 180 days after the termination of your Employment, directly or indirectly in any capacity
(including through any person, corporation, partnership or other business entity of any kind), you hire or solicit, recruit, induce, entice, influence or encourage any Firm employee to leave the Firm or become hired or engaged by another firm;
provided, however, that this clause shall apply only to employees with whom you worked or had professional or business contact, or who worked in or with your business unit, during any notice period applicable to you in connection with
the termination of your Employment or during the 180 days preceding notice of the termination of your Employment; or 
 (2)
while Employed, including during any notice period applicable to you in connection with the termination of your Employment, or within 90 days (180 days if you are a member of the Management Committee at the time of notice of termination) after
the termination of your Employment, directly or indirectly in any capacity (including through any person, corporation, partnership or other business entity of any kind), you solicit or entice away or in any manner attempt to persuade any client or
customer, or prospective client or customer, of the Firm (i) to discontinue or diminish his, her or its relationship or prospective relationship with the Firm or (ii) to otherwise provide his, her or its business to any person,
corporation, partnership or other business entity which engages in any line of business in which the Firm is engaged (other than the Firm); provided, however, that this clause shall apply only to clients or customers, or prospective
clients or customers, that you worked for on an actual or prospective project or assignment during any notice period applicable to you in connection with the termination of your Employment or during the 180 days preceding notice of the termination
of your Employment. 
  

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 IN WITNESS WHEREOF, Morgan Stanley has duly executed and delivered this Award Certificate as of
the Date of the Award. 
  

	
	MORGAN STANLEY
	
	 /s/

	[Name]
	[Title]


  

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