Form of Award Certificate for Morgan Stanley Compensation Incentive Plan



 EXHIBIT 10.9 
 MORGAN STANLEY 
 MORGAN STANLEY
COMPENSATION INCENTIVE PLAN 
 [FISCAL YEAR] DISCRETIONARY RETENTION AWARDS

 AWARD CERTIFICATE 







 TABLE OF CONTENTS FOR AWARD
CERTIFICATE 
  

					
	1.	  	Your award generally	  	3
			
	2.	  	Vesting schedule and payment	  	3
			
	3.	  	Special provision for certain employees	  	5
			
	4.	  	Death, Disability and Full Career Retirement	  	5
			
	5.	  	Involuntary termination by the Firm	  	6
			
	6.	  	Governmental Service	  	6
			
	7.	  	Qualifying Termination	  	7
			
	8.	  	Specified employees	  	7
			
	9.	  	Cancellation of Applicable Account Value under certain circumstances	  	7
			
	10.	  	Tax and other withholding obligations	  	9
			
	11.	  	Obligations you owe to the Firm	  	10
			
	12.	  	Nontransferability	  	10
			
	13.	  	Designation of a Beneficiary	  	10
			
	14.	  	No entitlements	  	11
			
	15.	  	Consents under local law	  	11
			
	16.	  	Award modification	  	11
			
	17.	  	Governing law	  	12
			
	18.	  	Defined terms	  	12








 MORGAN STANLEY 
 MORGAN STANLEY COMPENSATION INCENTIVE PLAN 
 [FISCAL YEAR] DISCRETIONARY RETENTION AWARDS 
 AWARD CERTIFICATE 
 FISCAL YEAR [    ] 
 Morgan Stanley has awarded you an award under the Morgan Stanley Compensation Incentive Plan (the “Plan”) 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 [            ] award under the Plan. The initial value of 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 [            ] Award. References herein to your Award Certificate shall include the International Supplement, if applicable. You should read this
Award Certificate in conjunction with the International Supplement, if applicable, and the Plan in order to understand the terms and conditions of your award. 
 Your award is made pursuant to the Plan. References to Applicable Account Value in this Award Certificate mean only the Applicable Account Value related to your Fiscal Year
[            ] Award under the Plan, and the terms and conditions herein apply only to such award. If you receive any other award under the Plan or another incentive 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 Fiscal Year [            ] Award is, among other things, to facilitate the allocation of a portion of your discretionary above-base compensation for Fiscal Year
[            ] to the notional investment opportunities afforded by the Plan, 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 [            ] 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 9(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 9(c) below. You will be required to provide Morgan Stanley with such written certification or other evidence as Morgan Stanley deems appropriate, from


  

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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 Distribution Date thereafter, 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 18 below. Capitalized terms used in this Award Certificate that are not defined in the text or in Section 18 below have the meanings set forth in the Plan. 
  

	1.	Your award generally. 

 (a)
Applicable Account Value. This Award Certificate uses the term “Applicable Account Value” to refer to your Fiscal Year [            ] Award under the
Plan and the notional return (positive or negative) thereon based on the performance of the Notional Investments to which your Account is notionally allocated. If you received another award under the Plan for Fiscal Year
[            ] or a prior Fiscal Year, or your receive an award under the Plan for a future Fiscal Year, your total Account Value under the Plan will include the Applicable Account Value of
your Fiscal Year [            ] Award and the applicable Account Value of your other award(s) for Fiscal Year [            ] and
for any future or prior Fiscal Year(s). 
 (b) Notional allocation of account. The notional allocation of your
Applicable Account Value is subject to the ultimate discretion of the Firm and is made exclusively for the purpose of determining your Applicable Account Value from time to time in accordance with the Plan. You may notionally allocate your
Applicable Account Value to any one fund, or any combination of funds, offered as Notional Investments under the Plan. 
  

	2.	Vesting schedule and payment. 

 (a) Vesting schedule. Except as otherwise provided in this Award Certificate,
your Applicable Account Value will vest according to the following schedule: (i) 50% of your Applicable Account Value will vest on the First Scheduled Vesting Date and (ii) the remaining portion of your Applicable Account Value will vest
on the Second Scheduled Vesting Date.1 Except as otherwise provided in this Award Certificate, each portion of your Applicable Account Value 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 4, 5, 6 and 7 of this Award Certificate apply (i) if your Employment terminates by reason of your 
  

	 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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death or Disability or upon your Full Career Retirement, (ii) if the Firm terminates your employment in an involuntary termination under the
circumstances described in Section 5, (iii) upon a Governmental Service Termination or (iv) upon a Qualifying Termination. The vested portion of your Applicable Account Value remains subject to the cancellation and withholding
provisions set forth in this Award Certificate. 
 (b) Payment.
Except as otherwise provided in this Award Certificate, (i) 50% of your Applicable Account Value will, to the extent vested, be paid in cash (minus applicable tax and other withholding liabilities) on the First Scheduled Distribution Date and
(ii) the remaining portion of your Applicable Account Value will, to the extent vested, be paid in cash (minus applicable tax and other withholding liabilities) on the Second Scheduled Distribution Date.2 The special payment provisions set forth in Sections 4(a), 4(b), 6 and 7 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 6(b), or
(iii) upon a Qualifying Termination. 
 (c) Accelerated payment. Morgan Stanley shall have no right to accelerate
the payment of any portion of your Applicable Account Value, 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 prior to the distribution of your Applicable Account Value or your incurring additional tax or interest under Section 409A. If any portion of your Applicable Account Value is paid prior to the applicable Scheduled Distribution Date
pursuant to this Section 2(c), Morgan Stanley may condition such payment on your agreement that if you engage in any activity constituting a cancellation event set forth in Section 9(c) within the applicable period of time that would have
resulted in cancellation of all or a portion of your Applicable Account Value (had it not been paid pursuant to this Section 9(c)), you will be required to repay to Morgan Stanley an amount equal to the payment you received (before taking
account of any withholding) in respect of the portion of your Applicable Account Value that would have been canceled upon the occurrence of such cancellation event, 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 such portion of your Applicable Account Value was paid through the date preceding the repayment date. 
 (d) Rule of construction for timing of payment. Whenever this Award Certificate provides for all or a portion of your Applicable
Account Value to be paid on the First Scheduled Distribution Date or the Second Scheduled Distribution Date or upon a different specified event or date, such payment 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 payment of your Applicable Account Value pursuant to Section 2(c) or a delay in the payment of your Applicable Account Value, and the
Firm shall have no liability to you (or to any of your Beneficiaries or your estate) in respect of any such 
  

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


  

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acceleration or delay, as long as payment is made by December 31 of the year in which occurs the applicable Scheduled Distribution 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 payment of the vested portion of your Applicable Account Value 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 payment of your Applicable
Account Value to the extent nondeductible, unless the Administrator, 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
Applicable Account Value will be paid upon your Separation from Service. 
  

	4.	Death, Disability and Full Career Retirement. 

 The following special vesting and payment terms apply to your award: 
 (a) Death during Employment. If your
Employment terminates due to death, any unvested portion of your Applicable Account Value will vest on the date of your death. Your Applicable Account Value will be paid to the Beneficiary you have designated pursuant to Section 13 of the Plan
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 9(c) will no longer apply. 
 (b) Death after termination of Employment. If you die after the
termination of your Employment but prior to an applicable Scheduled Distribution Date, the vested portion of your Applicable Account Value that you held at the time of your death will be paid to the Beneficiary you have designated pursuant to
Section 13 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 9(c) will no longer apply. 
 (c) Disability or Full Career Retirement. If your
Employment terminates due to Disability or in a Full Career Retirement, any unvested portion of your Applicable Account Value will vest on the date your Employment terminates. Your Applicable Account Value will be paid on the applicable Scheduled
Distribution Date. The cancellation and withholding provisions set forth in this Award Certificate will continue to apply until the applicable Scheduled Distribution Date. 
  

	5.	Involuntary termination by the Firm. 

 If the
Firm terminates your employment under circumstances not involving any cancellation event set forth in Section 9(c), any unvested portion of your Applicable Account 

  

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Value will vest on the date your employment with the Firm terminates and your Applicable Account Value will be paid on the applicable Scheduled Distribution
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 5, any
portion of your Applicable Account Value that was 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
Distribution Date. 
  

	6.	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 9(c), then, provided that
you sign an agreement satisfactory to the Firm relating to your obligations pursuant to Section 6(c), any unvested portion of your Applicable Account Value will vest on the date of your Governmental Service Termination. Your vested Applicable
Account Value will be paid 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 9(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 6(c), the vested
portion of your Applicable Account Value will be paid 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 your Applicable Account Value 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 9(c) within the
applicable period of time that would have resulted in cancellation of all or a portion of your Applicable Account Value (had it not been paid pursuant to Sections 6(a) or 6(b) above), you will be required to repay to Morgan Stanley the amount
distributed to you pursuant to Sections 6(a) or 6(b) above (before taking account of any withholding), 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 payment through the date preceding the repayment date. 
  

	7.	Qualifying Termination. 

 If your employment
terminates in a Qualifying Termination, any unvested portion of your Applicable Account Value will vest, cancellation provisions will lapse, and, subject to Section 8, your Applicable Account Value will be paid upon your Qualifying Termination.

  

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	8.	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, payment of any portion of your Applicable Account
Value that otherwise would be made upon your Separation from Service (including, without limitation, any payments that were delayed due to Section 162(m) of the Internal Revenue Code, as provided in Section 3, and any portion of your
Applicable Account Value payable upon your Qualifying Termination, as provided in Section 7) 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 6(b) occurs at any time after the
Date of the Award, payment will be made in accordance with Section 4(a), 4(b), or 6, as applicable. 
  

	9.	Cancellation of Applicable Account Value under certain circumstances. 

 (a) Cancellation of unvested Applicable Account Value. Any unvested portion of your Applicable Account Value 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 5, a Governmental Service Termination or a Qualifying Termination. 
 (b) General treatment of vested Applicable Account Value. Except as otherwise provided in this Award Certificate, the vested portion of your Applicable Account Value will be paid on the applicable
Scheduled Distribution Date. The cancellation and withholding provisions set forth in this Award Certificate will continue to apply until the applicable Scheduled Distribution Date. 
 (c) Cancellation of Applicable Account Value under certain circumstances. The cancellation events set forth in this
Section 9(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 9(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 9(c) no longer apply). 
 Your Applicable Account Value, even if vested, is not earned until the applicable Scheduled Distribution Date and, unless prohibited by applicable law, will be canceled prior to the applicable Scheduled Distribution Date in any of the
circumstances set forth below in Section 9(c)(1) or (2). The Firm may retain custody of your Applicable Account Value following a Scheduled Distribution Date pending any investigation or other review that impacts the determination as to whether
your Applicable Account Value is cancellable under the circumstances set forth below and, in such an instance, your Applicable Account Value shall be forfeited in the event the Firm determines that the Applicable Account Value was cancellable under
the circumstances set forth below. 
  

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 (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 your entire Applicable Account Value 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 Applicable Account Value that is scheduled to be paid on the Second Scheduled Distribution date will be canceled immediately. 
 (2) Other Events. If any of the following events occur at any time before the applicable Scheduled Distribution Date, your entire
Applicable Account Value (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 Distribution 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; 
 (iv) You engage in a Wrongful Solicitation; 
 (v) You make any Unauthorized Comments; 
 (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;


  

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	 	(B)	90 days before the date on which your employment with the Firm terminates if clause (A) of this Section 9(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 9(c)(2)(vi) apply to you at the time of
notice of your resignation; or 

 (vii) You take any action, or you omit to take any action, where such action
or omission: 
  

	 	(A)	causes or contributes to the need for a material restatement of the Firm’s financial results; or 

  

	 	(B)	causes or is reasonably expected to cause injury to the interest or business reputation of the Firm or of a business area for which you have or had responsibility, including a
material financial loss suffered by the Firm or such business area. 

  

	10.	Tax and other withholding obligations. 

 Any
vesting, whether on a Scheduled Vesting Date or some other date, or payment of your Applicable Account Value 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 payment of your
Applicable Account Value. 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 Applicable Account Value is paid or to incur additional tax or interest under Section 409A or to incur interest or additional tax under Section 409A. 
  

	11.	Obligations you owe to the Firm. 

 Morgan
Stanley may not withhold amounts from payment of your Applicable Account Value to satisfy obligations that you owe to the Firm except (i) to the extent authorized 

  

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under Section 10, 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 Applicable Account Value is paid 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. 
  

	12.	Nontransferability. 

 You may not sell,
pledge, hypothecate, assign or otherwise transfer your Applicable Account Value, other than as provided in Section 13 (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 your Applicable Account Value 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 Fiscal Year [            ] Award. 
  

	13.	Designation of a Beneficiary. 

 You may make
a designation of Beneficiary or Beneficiaries to receive all or part of the Applicable Account Value to be paid 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]. 
 Once you file a designation of Beneficiary form for your
award(s) under the Plan with the Executive Compensation Department, such form will apply to all of your awards under the Plan, including your Applicable Account Value. 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 payment of your Applicable Account Value, Morgan Stanley may determine in its sole discretion to pay your Applicable Account Value 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 Applicable Account Value. 
  

	14.	No entitlements. 

 (a) No right
to continued Employment. This Fiscal Year [            ] 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 Distribution Date, the Second Scheduled Distribution 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. 
  

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 (b) No right to future awards. This award, and all other awards under the Plan, are
discretionary. This award does not confer on you any right or entitlement to receive another award under the Plan or any other award under any other incentive compensation plan of Morgan Stanley 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. 
  

	15.	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. 
  

	16.	Award modification. 

 Morgan Stanley reserves
the right to modify or amend unilaterally the terms and conditions of this Award Certificate, 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. Notwithstanding anything to the contrary in any Descriptive Materials, Morgan Stanley may not
amend or modify this Award Certificate in a manner that would materially impair your rights, if any, in your Account without your consent; provided, however, that Morgan Stanley may, but is not required to, without your consent, amend
or modify this Award Certificate in any manner that Morgan Stanley considers necessary or advisable (i) to comply with any Legal Requirement, (ii) to ensure that your award or Account Value does 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 Account Value is not subject to United States federal, state or local income tax or any equivalent taxes in territories outside the United States
prior to payment. Morgan Stanley will notify you of any amendment of this Award Certificate that affects your rights. Any amendment or waiver of a provision of this Award Certificate (other than any amendment or waiver applicable to all Participants
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. 
  

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	17.	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. 
  

	18.	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 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 

  

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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 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 

  

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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) “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. 
 (e) “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. 
 (f) “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 

  

 14 








 
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. 
 (g) “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]. 
 (h) “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. 
 (i) “Employed” and “Employment” refer to
employment with the Firm and/or Related Employment. 
 (j) 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. 
 (k) “First Scheduled Distribution Date” means [second anniversary of January 2 following the Date of the Award].

 (l) “First Scheduled Vesting Date” means [second anniversary of January 2 following the Date of the
Award]. 
 (m) “Fiscal Year [            ]” means
Morgan Stanley’s fiscal year beginning on [            ] and ending on [            ]. 
 (n) “Fiscal Year [            ]
Award” means the initial value of the Fiscal Year [            ] incentive award that is granted to you under the Plan. 
 (o) “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 9(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 
  

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


  

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 (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); 
 (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. 
 (p) “Governmental
Employer” means a governmental department or agency, self-regulatory agency or other public service employer. 
 (q)
“Governmental Service Termination” means the termination of your Employment due to your commencement of employment at a Governmental Employer; provided  
  

	 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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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 awards (including awards settled in cash) 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.

 (r) “Internal Revenue Code” means the United States Internal Revenue Code of 1986, as amended, and the
rules, regulations and guidance thereunder. 
 (s) “Management Committee” means the Morgan Stanley Management
Committee and any successor or equivalent committee. 
 (t) “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 Administrator, 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). 
 (v) “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. 
 (w) “Scheduled Distribution Date” means the First Scheduled
Distribution Date and/or the Second Scheduled Distribution Date, as the context requires. 
 (x) “Scheduled Vesting
Date” means the First Scheduled Vesting Date and/or the Second Scheduled Vesting Date, as the context requires. 
 (y)
“Second Scheduled Distribution Date” means [third anniversary of January 2 following the Date of the Award]. 
  

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 (z) “Second Scheduled Vesting Date” means [third anniversary of
January 2 following the Date of the Award]. 
 (aa) “Section 409A” means Section 409A of the
Internal Revenue Code. 
 (bb) “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). 
 (cc) “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 Administrator designates as a Subsidiary for purposes of the Plan. 
 (dd) 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. 
 (ee) 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) 

  

 18 








 
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. 
 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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