MS » Topics » Purpose.

This excerpt taken from the MS 8-K filed Apr 29, 2009.
Purpose. The primary purposes of the Morgan Stanley 2007 Equity Incentive Compensation Plan are to attract, retain and motivate employees, to compensate them for their contributions to the growth and profits of the Company and to encourage them to own Morgan Stanley Stock.

2.           
These excerpts taken from the MS 10-K filed Jan 29, 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 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.

STYLE="margin-top:18px;margin-bottom:0px">SECTION 2 - DEFINITIONS

When used herein, the following terms
shall have the following meanings:

 





2.1Administrator” 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.

 





2.2Beneficiary” 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.

 





2.3Board 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.

 





2.4Bonus Investment Date” means the payroll date on which the Company pays year-end cash bonuses to its employees generally.
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2.5Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto.
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2.6Common Stock” means common stock, par value $0.01 per share, of the Company.
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2.7Common Stock Account” means the account established with, and maintained by, the Custodian for the purpose of holding Common Stock purchased pursuant to this Plan.

 





2.8Company” means Morgan Stanley, a Delaware corporation, and its successors and assigns.
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2.9Custodian” means the agent selected by the Company to hold Common Stock purchased under the Plan.
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1












2.10Disability” 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.

 





2.11Eligible 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.

 





2.12Eligible 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.

 





2.13Fair 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.

 





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

 





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

 





2.16Participant” 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.

 





2.18Payroll Deduction Account” means the bookkeeping entry established by the Company for each Participant pursuant to Section 4.3.
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2.18Plan” means the Morgan Stanley Employee Stock Purchase Plan as set forth herein and as amended from time to time.
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2.19Plan Year” means a calendar year.

 





2.20Retirement” 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.

 





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