Employee Stock Purchase Plan amended and restated as of February 1, 2009



 EXHIBIT 10.20 
 MORGAN STANLEY 
 EMPLOYEE STOCK PURCHASE PLAN 
 Amended as of February 1, 2009 
 SECTION 1
- PURPOSE 
 The purpose of the Plan is to secure for the Company and its stockholders the benefits of the incentive inherent in the ownership of
Common Stock by current and future Eligible Employees. The Plan is intended to comply with the provisions of Code Section 423 and shall be administered, interpreted and construed in accordance with such provisions. 
 SECTION 2 - DEFINITIONS 
 When used herein, the following terms
shall have the following meanings: 
  

	2.1	“Administrator” means the Board of Directors or such officer or officers of the Company or such committee (which need not be a committee of the Board of Directors,
but, if not a committee of the Board of Directors, then the committee shall be comprised solely of officers of the Company) to whom the Board of Directors delegates authority under the Plan in accordance with Section 12.1.


  

	2.2	“Beneficiary” means such person, persons, or entity as are designated pursuant to Section 12.5 to receive, upon a participant’s death, all or a portion of
such Participant’s Common Stock Account and Payroll Deduction Account. 

  

	2.3	“Board of Directors” means the Board of Directors of the Company, or any committee of such Board of Directors as the Board of Directors may determine from time to
time. 

  

	2.4	“Bonus Investment Date” means the payroll date on which the Company pays year-end cash bonuses to its employees generally. 

  

	2.5	“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. 

  

	2.6	“Common Stock” means common stock, par value $0.01 per share, of the Company. 

  

	2.7	“Common Stock Account” means the account established with, and maintained by, the Custodian for the purpose of holding Common Stock purchased pursuant to this Plan.


  

	2.8	“Company” means Morgan Stanley, a Delaware corporation, and its successors and assigns. 

  

	2.9	“Custodian” means the agent selected by the Company to hold Common Stock purchased under the Plan. 

  

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	2.10	“Disability” means disability as defined under any qualified, defined benefit plan sponsored by the Company or any Subsidiary in which an Eligible Employee is a
participant on the date such Eligible Employee terminates employment with the Company or any Subsidiary. 

  

	2.11	“Eligible Compensation” means the sum of the types and amounts of compensation determined from time to time by the Administrator in its sole discretion to be
eligible to be taken into account under the Plan, provided that no such determination shall include or exclude any type or amount of compensation contrary to the requirements of Section 423 of the Code and any regulations promulgated
thereunder. 

  

	2.12	“Eligible Employee” means all employees of the Company and its Subsidiaries that have been designated as eligible to participate in the Plan pursuant to and in
accordance with rules prescribed by the Administrator from time to time, which rules, however, shall neither permit nor deny participation in the Plan contrary to the requirements of the Code (including, but not limited to, Section 423(b)(3),
(4), (5), and (8) thereof) and the regulations promulgated thereunder. 

  

	2.13	“Fair Market Value” means the volume weighted average price of the Common Stock on the date in question, reflecting composite trading between 9:30 a.m. and 4:00
p.m. EST on such date, and as reported by The Bloomberg Professional Service on the MS Equity Volume At Price page under the “VWAP” field, at 4:00 p.m. on such date (or if such information is not available from The Bloomberg Professional
Service on the date in question, then the volume weighted average price of the Common Stock on such date as reported by a different third party source to which the Firm has access); or if the Common Stock shall not have been traded on such date,
such volume weighted average price of the Common Stock on the immediately following day on which the Common Stock was so traded; or, if the Common Stock was not so traded, such other amount as may be determined by the Board of Directors in its sole
discretion. 

  

	2.14	“Investment Date” means the last trading day of each month and, unless the Administrator determines otherwise, the Bonus Investment Date. 


 

	2.15	“Offering Period” means the period beginning on the day following an Investment Date and continuing through the following Investment Date. 


 

	2.16	“Participant” means an Eligible Employee who has met the requirements of Section 3 and has elected to participate in the Plan pursuant to Section 4.1.


  

	2.18	“Payroll Deduction Account” means the bookkeeping entry established by the Company for each Participant pursuant to Section 4.3. 

  

	2.18	“Plan” means the Morgan Stanley Employee Stock Purchase Plan as set forth herein and as amended from time to time. 

  

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	2.19	“Plan Year” means a calendar year. 

  

	2.20	“Retirement” means retirement as defined by any qualified or non-qualified defined benefit plan sponsored by the Company or a Subsidiary in which an Eligible
Employee is a participant on the date such Eligible Employee terminates employment with the Company or any Subsidiary. 

  

	2.21	“Subsidiary” means any corporation designated by the Administrator which constitutes a “subsidiary” of the Company, within the meaning of Code
Section 424(f). 

 SECTION 3 - ELIGIBILITY 
  

	3.1	General Rule. Subject to Section 3.3, each Eligible Employee shall be eligible to participate in the Plan beginning on the later of (i) the Eligible
Employee’s date of hire by the Company or any Subsidiary and (ii) the date such employee becomes an Eligible Employee. Each Eligible Employee who is first hired by the Company or a Subsidiary on or after April 1, 2002 shall be
eligible to participate in the Plan beginning on the later of (i) the first day of the month following the date the employee has completed one year of service for the Company and its Subsidiaries, provided that he is employed on such date, and
(ii) the date such employee becomes an Eligible Employee. Pursuant to rules established by the Administrator, all periods of employment, whether or not consecutive, shall be aggregated in determining whether an employee has completed one year
of service for the Company and its Subsidiaries. An Eligible Employee who has met the requirements of this Section 3.1 and who ceases to be an Eligible Employee shall again become eligible to participate in the Plan when he again becomes an
Eligible Employee. 

  

	3.2	Leave of Absence. Unless the Administrator otherwise determines, a Participant on a paid leave of absence shall continue to be a Participant in the Plan so long as
such Participant is on such paid leave of absence. Unless otherwise determined by the Administrator, a Participant on an unpaid leave of absence shall not be entitled to participate in any offering commencing after such unpaid leave has begun but
shall not be deemed to have terminated employment for purposes of the Plan. A Participant who, upon failing to return to work following a leave of absence, is deemed not to be an employee, shall not be entitled to participate in any offering
commencing after such termination of employment, and such Participant’s Payroll Deduction Account shall be paid out in accordance with Section 6.2. 

  

	 3.3
	 Termination of Employment. A Participant whose employment with the Company and its Subsidiaries terminates
shall cease to be an Eligible Employee as of, and no options shall be granted to such Participant pursuant to Section 5.2 following, the date of the Participant’s termination of employment. A Participant whose employment with the Company
and its Subsidiaries has terminated may request a refund of any uninvested balance in such Participant’s Payroll Deduction Account, and such amount will be refunded to the Participant (rather than being applied to the purchase of shares of
Common Stock) as soon as administratively practicable provided that the Company receives such request prior to the 10th day immediately preceding
the end of the applicable Offering Period. 


  

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	3.4	Common Stock Account. As a condition to participation in this Plan, each Eligible Employee shall be required to hold shares purchased hereunder in a Common Stock
Account and such employee’s decision to participate in the Plan shall constitute the appointment of the Custodian as custodial agent for the purpose of holding such shares. Such Common Stock Account will be governed by, and subject to, the
terms and conditions hereof and of a written agreement between the Company and the Custodian. 

 SECTION 4 - PARTICIPATION AND PAYROLL
DEDUCTIONS 
  

	4.1	Enrollment. Each Eligible Employee may elect to participate in the Plan for a Plan Year by completing a Company-specified enrollment process. Upon completing the
enrollment process, an Eligible Employee shall commence participation in the Plan on the next practicable Investment Date. Each Eligible Employee shall be advised of the purchase price (expressed as a percentage of Fair Market Value) determined
under Section 5.2(b) before enrolling in the Plan. 

  

	4.2	Amount of Deduction. When enrolling, the Eligible Employee shall specify a payroll deduction amount of a percentage (in whole numbers) of Eligible Compensation which
shall be withheld from such Eligible Employee’s regular paychecks, including bonus paychecks, for the Plan Year, provided, however, that the Administrator may determine and specify, from time to time, (i) the range of permissible
percentages of Eligible Compensation an Eligible Employee may specify to be withheld and (ii) the maximum amount, if any, of Eligible Compensation that may be deducted for an Eligible Employee in any Plan Year, and provided further, that no
such determination shall be contrary to the requirements of Code Section 423 and the regulations promulgated thereunder. The Administrator, in its sole discretion, may authorize payment in respect of any option exercised hereunder by personal
check. 

  

	4.3	Payroll Deduction Accounts. Each Participant’s payroll deduction shall be credited, as soon as administratively practicable following the relevant pay date, to a
Payroll Deduction Account, pending the purchase of Common Stock in accordance with the provisions of the Plan. All such amounts shall be assets of the Company and may be used by the Company for any corporate purpose. No interest shall accrue or be
paid on amounts credited to a Payroll Deduction Account. 

  

	4.4	Subsequent Plan Years. 

  

	(a)	Subject to Section 4.4(b), unless otherwise specified prior to the beginning of any Plan Year by completing a Company-specified process, a Participant shall be deemed to have
elected to participate in each subsequent Plan Year for which the Participant is eligible to the same extent and in the same manner as at the end of the prior Plan Year. 

  

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	(b)	If, as of the last trading day of any Plan Year, a Participant’s Common Stock Account is credited with fewer than five shares of Common Stock and no amounts have been credited
to the Participant’s Payroll Deduction Account for the first Offering Period immediately following such Plan Year, then, notwithstanding Section 10.3 or anything else herein to the contrary, the Administrator shall sell or arrange for the
sale of the shares of Common Stock credited to the Participants Common Stock Account and shall pay the proceeds of such sale to the Participant as soon as administratively practicable following such sale. A Participant to whom this
Section 4.4(b) applies shall be deemed to have elected not to participate in the Plan for the subsequent Plan Year but shall be eligible to recommence participation in accordance with the other terms of the Plan. 

  

	4.5	Changes in Participation. 

  

	(a)	At any time during a Plan Year, a Participant may cease participation in the Plan by completing a Company-specified process. Such cessation will become effective on the first day of
the first pay period following the completion of such process to which it may be practically applied, whereupon no further payroll deductions will be made and the Company shall pay to such Participant an amount equal to the balance in the
Participant’s Payroll Deduction Account as soon as administratively practicable thereafter. To the extent then an Eligible Employee, any Participant who ceased to participate may elect to participate again by completing a Company-specified
process. Such resumption of participation will become effective on the first day of the first pay period following the completion of such process to which it may be practically applied. 

  

	(b)	At any time during a Plan Year, a Participant may increase or decrease the percentage of Eligible Compensation subject to payroll deduction within the limits approved by the
Administrator pursuant to Section 4.2 by completing a Company-specified process. Such increase or decrease shall become effective on the first day of the first pay period following the completion of such process to which it may be practically
applied. Notwithstanding any increase in the percentage of Eligible Compensation subject to pay deduction pursuant to this Section 4.5(b), in no event may the amount of Eligible Compensation deducted for an Eligible Employee for any Plan Year
exceed the maximum amount authorized to be deducted pursuant to Section 4.2. 

  

	(c)	Notwithstanding anything herein to the contrary, in the event the Board of Directors determines under Section 5.2(b) to change the purchase price of a share of Common Stock,
each Participant shall be advised in advance of the effective date of such change and afforded the opportunity to make a change in participation under Section 4.5(a) or 4.5(b) before such change in the purchase price takes effect.


 SECTION 5 - OFFERINGS 
  

	5.1	Maximum Number of Shares. The Plan will be implemented by making offerings of Common Stock on each Investment Date until the maximum number of shares of Common Stock
available under the Plan have been issued pursuant to the exercise of options. 

  

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	5.2	Grant and Exercise of Options 

  

	(a)	Subject to Section 5.3, on the first day of each Offering Period, each Participant shall be deemed, subject to Section 5.4, to have been granted an option to purchase the
number of shares of Common Stock to be determined on the Investment Date for such Offering Period by dividing the amount credited to the Participant’s Payroll Deduction Account on such Investment Date by the purchase price (as determined in
paragraph (b) below); provided, however, that no such option shall give any Participant the right to purchase more than 1,000 shares as of the relevant Investment Date. Without any further action, the Participant shall be deemed
to have exercised such option and purchased the number of shares of Common Stock so determined as of the relevant Investment Date. If the number of shares determined by dividing the amount credited to the Participant’s Payroll Deduction Account
on any Investment Date by the purchase price exceeds 1,000, the amount credited to the Participant’s Payroll Deduction Account corresponding to the excess over 1,000 shares shall be applied to the next offering. All shares purchased under the
Plan shall be credited to the Participant’s Common Stock Account. 

  

	(b)	The purchase price for each share of Common Stock shall be expressed as a percentage of Fair Market Value on the Investment Date and shall be determined from time to time by the
Board of Directors, but in no event shall such purchase price be less than 85 percent of the Fair Market Value of such share on the Investment Date. 

  

	5.3	Oversubscription of Shares. If the total number of shares for which options are exercised on any Investment Date exceeds the maximum number of shares available for the
applicable offering, the Company shall make an allocation of the shares available for delivery and distribution among the Participants in as nearly a uniform manner as shall be practicable, and the balance of all amounts credited to the Payroll
Deduction Accounts shall be applied to the next offering. 

  

	5.4	Limitations on Grant and Exercise of Options 

  

	(a)	No option granted under this Plan shall permit a Participant to purchase stock under all employee stock purchase plans (as defined by Code Section 423(b)) of the Company and
any Subsidiary in an amount which, in the aggregate, would exceed $25,000 based on the Fair Market Value of such stock (determined at the time the option is granted) for each calendar year in which the option is outstanding at any time.


  

	(b)	 No employee who would own, immediately after the option is granted, stock possessing five percent (5%) or more of the total combined voting power or value of
all classes of stock of the Company or any Subsidiary (a “5% Owner”) shall be 



  

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granted an option. For purposes of determining whether an employee is a 5% Owner, the rules of Code Section 424(d) shall apply in determining the stock
ownership of an individual and stock which the employee may purchase under outstanding options shall be treated as stock owned by the employee. 


 SECTION 6 - DISTRIBUTIONS OF COMMON STOCK ACCOUNT 
  

	6.1	Restrictions on Distributions. Shares of Common Stock purchased hereunder (other than shares of Common Stock acquired upon the automatic investment of dividends
pursuant to Section 7) cannot be withdrawn from the Plan by a Participant, a former Participant who has terminated employment with the Company and its Subsidiaries, or, in the event of the Participant’s death, a Participant’s
Beneficiary, spouse or estate (determined in accordance with Section 6.4) for a period of 24 months immediately following the first day of the Offering Period ending with the Investment Date on which such shares were purchased, unless otherwise
determined by the Company consistent with the requirements of Section 423 of the Code. 

  

	6.2	Termination of Employment. If a Participant’s employment with the Company and its Subsidiaries terminates for any reason during a Plan Year, shares credited to
the Participant’s Common Stock Account may be withdrawn by the Participant from the Plan, subject to the provisions of Section 6.1, or may be sold by the Participant through the Plan. Shares not otherwise withdrawn from or sold through the
Plan will be distributed to the Participant as soon as administratively practicable following the expiration of a 24 month period beginning on the first day of the Offering Period ending with the Investment Date on which the last share was purchased
under the Plan by the Participant. 

  

	6.3	During Employment. Prior to the Participant’s termination of employment with the Company and its Subsidiaries, a Participant may withdraw some or all of the whole
shares credited to the Participant’s Common Stock Account, subject to the provisions of Section 6.1, or may sell through the Plan some or all of the whole shares credited to the Participant’s Common Stock Account, subject to the
provisions of Section 10.3. 

  

	6.4	Death. In the event of a Participant’s death, all shares credited to the Participant’s Common Stock Account may be withdrawn from the Plan, subject to the
provisions of Section 6.1, or sold through the Plan by: 

  

	 	(i)	the Participant’s Beneficiary, or 

  

	 	(ii)	if the Company is maintaining procedures pursuant to Section 12.5 pursuant to which a Participant may designate a Beneficiary and no Beneficiary has been so designated or if
the Company is not maintaining procedures pursuant to Section 12.5 pursuant to which a Participant may designate a Beneficiary, the Participant’s spouse or, if the Participant is not survived by a spouse, the Participant’s estate,


  

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 and any amount credited to the Participant’s Payroll Deduction Account shall be distributed to such
Beneficiary, spouse or estate, as applicable, as soon as administratively practicable after the Company receives notice of the Participant’s death. Shares not otherwise withdrawn from or sold through the Plan will be distributed to the
Participant’s Beneficiary, spouse or estate (determined in accordance with clauses (i) and (ii) of this Section 6.4) as soon as administratively practicable following the expiration of a 24 month period beginning on the
Investment Date on which the last share was purchased under the Plan by the Participant. Whether a person is a spouse will be determined using the eligibility standards for U.S. Social Security benefits. 
  

	6.5	Sales through the Plan. Subject to the provisions of Section 10.3, a Participant, a former Participant who has terminated employment with the Company and its
Subsidiaries, or, in the event of the Participant’s death, a Participant’s Beneficiary, spouse or estate (determined in accordance with Section 6.4) may sell shares of Common Stock acquired under the Plan pursuant to procedures
established from time to time by the Administrator. 

 SECTION 7 - DIVIDENDS ON SHARES 
 All cash dividends paid with respect to shares of Common Stock held in a participant’s Common Stock Account shall be invested automatically in shares of Common Stock
purchased at 100 percent of Fair Market Value on the date such dividend is paid. All non-cash distributions paid on Common Stock held in a Participant’s Common Stock Account shall be paid to the Participant (or, in the event of the
Participant’s death, the Participant’s Beneficiary, spouse or estate, determined in accordance with Section 6.4) as soon as administratively practicable. 
 SECTION 8 - RIGHTS AS A STOCKHOLDER 
 When a Participant purchases Common Stock pursuant to the Plan or when
Common Stock is credited to a Participant’s Common Stock Account, subject to the restrictions set forth in Sections 6 and 10.3, the Participant shall have all of the rights and privileges of a stockholder of the Company with respect to the
shares so purchased or credited, whether or not certificates representing shares shall have been issued. 
 SECTION 9 - OPTIONS NOT TRANSFERABLE

 Neither a Participant’s Payroll Deduction Account nor any options granted under the Plan to a Participant may be transferred, pledged or
otherwise disposed of in any way (other than by will or the laws of descent and distribution) by a Participant and such options are exercisable during the Participant’s lifetime only by the Participant. Any attempt at such assignment, transfer,
pledge or other disposition shall be without effect. 
 SECTION 10 - COMMON STOCK 
  

	10.1	Reserved Shares. There shall be reserved for issuance and purchase under the Plan an aggregate of 25,404,187 shares of Common Stock (as of October 31, 1999),
subject to adjustment as provided in Section 11. Shares subject to the Plan may be shares now or hereafter authorized but unissued, treasury shares, or both. 

  

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	10.2	Restrictions on Exercise. In its sole discretion, the Board of Directors may require as conditions to the exercise of any option that shares of Common Stock reserved
for issuance upon the exercise of an option shall have been duly listed on any recognized national securities exchange, and that either a registration statement under the Securities Act of 1933, as amended, with respect to said shares shall be
effective, or the Participant shall have represented at the time of purchase, in form and substance satisfactory to the Company, that it is the Participant’s intention to purchase the shares for investment only and not for resale or
distribution. 

  

	10.3	Restriction on Sale. Shares of Common Stock purchased hereunder (other than shares of Common Stock acquired upon the automatic investment of dividends pursuant to
Section 7) shall not be transferable by a Participant for a period of 12 months following the first day of the Offering Period ending with the Investment Date on which such shares were purchased. 

 SECTION 11 - ADJUSTMENT UPON CHANGES IN CAPITALIZATION 
 In the
event of a subdivision or consolidation of the outstanding shares of Common Stock, or the payment of a stock dividend thereon, the number of shares reserved or authorized to be reserved under this Plan shall be increased or decreased, as the case
may be, equitably by the Board of Directors. In the event of any other change affecting the Common Stock, such adjustments shall be made equitably by the Board of Directors to give proper effect to such event, subject to the limitations of Code
Section 424. 
 SECTION 12 - ADMINISTRATION 
  

	12.1	The Plan shall be administered by the Board of Directors, which may to the extent permitted by law, but need not, delegate some or all of its authority under the Plan to an
Administrator. Any delegation hereunder shall be subject to the restrictions and limits that the Board of Directors specifies at the time of such delegation or thereafter. Nothing in the Plan shall be construed as obligating the Board of Directors
to delegate authority under this Plan, and the Board of Directors may at any time rescind the authority delegated to an Administrator appointed hereunder or appoint a new Administrator. At all times, an Administrator appointed under this
Section 12.1 shall serve in such capacity at the pleasure of the Board of Directors. 

  

	12.2	 The Board of Directors (and the Administrator, to the extent that the Board of Directors delegates its authority under the Plan pursuant to Section 12.1) shall
have full power and authority to construe and interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, and to make all other determinations necessary or advisable in administering the Plan. All determinations by the
Board of Directors (or the Administrator, as the case may be) in carrying out and administering the Plan and in construing and interpreting the Plan shall be final, binding and conclusive for all purposes 



  

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and upon all persons interested. In the event of any disagreement between the Board of Directors and the Administrator, the Board of Director’s
determination on such matter shall be final and binding on all interested persons, including the Administrator. 


  

	12.3	No member of the Board of Directors or the Administrator shall be liable for anything whatsoever in connection with the administration of the Plan except such person’s own
willful misconduct. Under no circumstances shall any member of the Board of Directors or the Administrator be liable for any act or omission of any other member of the Board of Directors or the Administrator. In the performance of its functions with
respect to the Plan, the Board of Directors and the Administrator shall be entitled to rely upon information and advice furnished by the Company’s officers, the Company’s accountants, the Company’s counsel and any other party the
Board of Directors or the Administrator deems necessary, and no member of the Board of Directors or the Administrator shall be liable for any action taken or not taken in reliance upon any such advice. 

  

	12.4	The Company shall pay all the costs of administration of the Plan. 

  

	12.5	The Company may maintain procedures pursuant to which a Participant may designate a Beneficiary. 

  

	12.6	Notwithstanding the provisions of Section 12.2, the Board of Directors (or any duly appointed Administrator) may establish procedures from time to time relating to the review
and determination of claims for benefits under the Plan. Such claims procedures may include appointment of one or more committees, which may be composed of such officers of the Company or other individuals as the Board of Directors (or
Administrator, as the case may be) shall determine, to act with respect to any claim for benefits under the Plan. Any such committee shall have such authority as is determined by the Board of Directors (or Administrator, as the case may be), which
may include the exclusive discretionary right to interpret the Plan, including those provisions arising under or in connection with the administration of the Plan, including without limitation, the authority to make factual determinations.


 SECTION 13 - AMENDMENT AND TERMINATION 
  

	13.1	Amendment. Subject to the provisions of Code Section 423, the Board of Directors (and the Administrator, to the extent the Board of Directors delegates its
authority under this Section 13.1) may amend the Plan in any respect; provided, however, that the Plan may not be amended in any manner that will retroactively impair or otherwise adversely affect the rights of any person to benefits under the
Plan which have accrued prior to the date of such action. The Board of Directors may delegate to the Administrator its authority under this Section 13.1 to amend any of the following Sections of the Plan and any other provision of the Plan for
which approval by the Board of Directors (or a committee thereof) is not required under applicable law or the rules of any national securities exchange on which the Common Stock is traded: Sections 3.3, 4.4, 4.5(a), 4.5(b), 6.4, 10.3, 15, 16, 17 and
18. 

  

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	13.2	Termination. The Plan will terminate on the Investment Date that Participants become entitled to purchase a number of shares greater than the number of shares
remaining available for purchase. In addition, the Plan may be terminated at any prior time, at the sole discretion of the Board of Directors. 

 SECTION 14 - GOVERNMENTAL AND OTHER REGULATIONS 
 The Plan and the grant and exercise of options to purchase shares hereunder, and the
Company’s obligation to sell and deliver shares upon the exercise of options to purchase shares, shall be subject to all applicable Federal, state and foreign laws, rules and regulations, and to such approvals by any regulatory or governmental
agency as, in the opinion of counsel to the Company, may be required. 
 SECTION 15 - NO EMPLOYMENT RIGHTS 
 The Plan does not create, directly or indirectly, any right for the benefit of any employee or class of employees to purchase any shares from the Company (other than as
expressly provided in, and subject to the terms and conditions of, the Plan), or create in any employee or class of employees any right with respect to continuation of employment by the Company or any Subsidiary, and it shall not be deemed to
interfere in any way with the Company’s or any Subsidiary’s right to terminate, or otherwise modify, an employee’s employment at any time. 
 SECTION 16 - WITHHOLDING 
 As a condition to receiving shares or cash amounts hereunder, the Company may require the Participant to
make a cash payment to the Company of, or the Company may withhold from any shares and cash amounts distributable under the Plan, an amount necessary to satisfy all Federal, state, city or other taxes required to be withheld in respect of such
payments pursuant to any law or governmental regulation or ruling. 
 SECTION 17 - OFFSETS 
 To the extent permitted by law, the Company shall have the absolute right to withhold any amounts payable to any Participant under the terms of the Plan to the extent of
any amount owed for any reason by such Participant to the Company or any Subsidiary and to set off and apply the amounts so withheld to payment of any such amount owed to the Company or any Subsidiary, whether or not such amount shall then be
immediately due and payable and in such order or priority as among such amounts owed as the Company, in its sole discretion, shall determine. 
 SECTION 18 - NOTICES, ETC. 
 All elections, designations, requests, notices, instructions and other communications from a Participant
to the Administrator or the Company required or permitted under the Plan shall be in Company-specified form, and if required to be in writing shall be mailed by first-class mail or delivered to such Company-specified location and shall be deemed to
have been given and delivered only upon actual receipt thereof at such location. 
  

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 SECTION 19 - CAPTIONS, ETC. 
 The captions of the sections and paragraphs of this Plan have been inserted solely as a matter of convenience and in no way define or limit the scope or intent of any provision of the Plan. References to sections
herein are to the specified sections of this Plan unless another reference is specifically stated. Wherever used herein, a singular number shall be deemed to include the plural unless a different meaning is required by the context. 
 SECTION 20 - EFFECT OF PLAN 
 The provisions of the Plan shall
be binding upon, and inure to the benefit of, all successors of the Company and each Participant, including, without limitation, such Participant’s estate and the executors, administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of such Participant. 
 SECTION 21 - GOVERNING LAW 
 The internal laws of the State of New York shall govern all matters relating to this Plan except to the extent superseded by the laws of the United States. 
  

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