Exhibit 10.1
MORGAN STANLEY
DIRECTORS' EQUITY CAPITAL ACCUMULATION PLAN
(amended and restated as of September 16, 2002)
Section 1. Purpose
Morgan Stanley, a Delaware corporation (the "Company"), hereby adopts the
Morgan Stanley Directors' Equity Capital Accumulation Plan (the "Plan"). The
purpose of the Plan is to promote the long-term growth and financial success of
the Company by attracting, motivating and retaining non-employee directors of
outstanding ability and assisting the Company in promoting a greater identity of
interest between the Company's non-employee directors and its stockholders.
Section 2. Eligibility
Only directors of the Company who are not employees of the Company or any
affiliate of the Company (the "Eligible Directors") shall participate in the
Plan.
Section 3. Plan Operation
(a) Administration. Other than as provided in Section 5(i) of the Plan, the
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Plan requires no discretionary action by any administrative body with regard to
any transaction under the Plan. To the extent, if any, that questions of
administration arise, these shall be resolved by the Board of Directors of the
Company. The Board may, in its discretion, delegate to the Chief Financial
Officer or the Chief Legal Officer of the Company any or all authority and
responsibility to act pursuant to this Plan. All references to the "Plan
Administrators" in this Plan shall refer to the Board, or the Chief Financial
Officer or Chief Legal Officer if the Board has delegated its authority pursuant
to this Section 3(a). The determination of the Plan Administrators on all
matters within their authority relating to the Plan shall be conclusive.
(b) No Liability. The Plan Administrators shall not be liable for any
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action or determination made in good faith with respect to the Plan or any award
hereunder, and the Company shall indemnify and hold harmless the Plan
Administrators from all losses and expenses (including reasonable attorneys'
fees) arising from the assertion or judicial determination of any such
liability.
Section 4. Shares of Stock Subject to the Plan
(a) Stock. Awards under the Plan shall relate to shares of common stock,
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par value $.01 per share, of the Company and any other shares into which such
stock shall thereafter be changed by reason of any merger, reorganization,
recapitalization, consolidation, split-up, combination of shares or similar
event as set forth in and in accordance with this Section 4 (the "Stock").
(b) Shares Available for Awards. Subject to Section 4(c) (relating to
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adjustments upon changes in capitalization), as of any date, the total number of
shares of Stock with respect to which awards may be granted under the Plan shall
be equal to the excess (if any) of (i) 1,700,000 shares over (ii) the sum of (a)
the number of shares subject to outstanding awards granted under the Plan and
(b) the number of shares previously issued pursuant to the Plan. In accordance
with (and without limitation upon) the preceding sentence, shares of Stock
covered by awards granted under the Plan that are canceled or expire unexercised
shall again become available for awards under the Plan. Shares of Stock that
shall be issuable pursuant to the awards granted under the Plan shall be
authorized and unissued shares, treasury shares or shares of Stock purchased by,
or on behalf of, the Company in open-market transactions.
(c) Adjustments. In the event of any merger, reorganization,
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recapitalization, consolidation, sale or other distribution of substantially all
of the assets of the Company, any stock dividend, split, spin-off, split-up,
split-off, distribution of cash, securities or other property by the Company, or
other change in the Company's corporate structure affecting the Stock, then the
following shall be automatically adjusted in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be awarded under
the Plan:
(i) the aggregate number of shares of Stock reserved for issuance
under the Plan,
(ii) the number of shares of Stock subject to outstanding awards,
(iii) the number of "Stock Units" credited pursuant to Section 7(b) of
the Plan,
(iv) the per share purchase price of Stock subject to Elective Options
and Director Options,
(v) the number of shares to be granted as Director Stock pursuant to
Section 6(a), and
(vi) the number of shares with respect to which Director Options are
granted pursuant to Section 5(a).
Section 5. Director Options; Election to Receive Options.
(a) Awards. Subject to the provisions of this Section 5, each Eligible
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Director shall receive the following options to purchase Stock for service as a
director of the Company (the "Director Options"):
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(i) Initial Awards. If a person is elected, appointed or otherwise
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becomes an Eligible Director, then such Eligible Director shall
receive a Director Option to purchase 8,000 shares of Stock on the
first day of the calendar month following the month in which such
Eligible Director first becomes an Eligible Director; provided,
however, that if a person is elected, appointed or otherwise becomes
an Eligible Director during a period 60 days prior to the Company's
annual meeting of its stockholders (the "Annual Meeting") in any year,
then such Eligible Director shall receive no Director Option pursuant
to this Section 5(a)(i).
(ii) Subsequent Awards. As of the date of each Annual Meeting, each
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Eligible Director shall automatically receive a Director Option to
purchase 8,000 shares of Stock provided that such Eligible Director
shall continue to serve as a director of the Company after such Annual
Meeting.
(b) Election to Receive Options. An Eligible Director may elect (an "Option
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Election") to receive options to purchase Stock ("Elective Options") in lieu of
all (but not a portion) of the amount of the Eligible Director's annual cash
retainer for services as a member of the Board (the "Annual Retainer") by
submitting an Option Election Form (an "Option Election Form") to the Company's
Secretary indicating that the Eligible Director elects to receive Elective
Options in lieu of Annual Retainer. An Option Election shall become effective
only with respect to the Annual Retainer earned after the date on which the
Option Election Form is received by the Secretary. Each Option Election, once
made, shall be irrevocable. Notwithstanding the foregoing, an Option Election
may be superseded with respect to future payments of Annual Retainer by
submitting a new Option Election Form to the Secretary.
(c) Award of Elective Option. If the Company's Secretary receives an
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effective Option Election Form from an Eligible Director, such Eligible Director
shall receive Elective Options to acquire whole shares of Stock (but not
fractional shares) in lieu of the Annual Retainer elected to be received in
Elective Options. Each such Option shall be awarded on the date on which the
Eligible Director becomes entitled to the payment of the Annual Retainer. The
number of shares of Stock subject to each such Option shall be the number of
whole shares of Stock determined by multiplying (i) the number three (3) by (ii)
the quotient obtained by dividing the amount of the Annual Retainer by the Fair
Market Value of a share of Stock on the award date, provided that (x) in no
circumstances shall the Eligible Director be entitled to receive, or the Company
have any obligation to issue to the Eligible Director, any Elective Option in
respect of any fractional share of Stock and (y) in lieu of any Elective Option
in respect of any fractional share of stock, such Eligible Director shall be
entitled to receive, and the Company shall be obligated to pay to such Eligible
Director, cash equal to the value of any fractional share of Stock.
(d) Exercise Price. The purchase price of Stock subject to a Director
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Option or an Elective Option shall be the Fair Market Value (as defined in
Section 9) of the Stock on the date such Option is granted, rounded up to the
nearest whole cent.
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(e) Nontransferability. No Director Option or Elective Option granted
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pursuant to this Plan shall be sold, assigned or otherwise transferred by an
Eligible Director other than by will or the laws of descent or distribution and
may be exercised during the Eligible Director's lifetime only by such Eligible
Director.
(f) Limitation on Exercise. Director Options and Elective Options may not
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be exercised for a period of six (6) months from the date such Options are
granted.
(g) Effect of Termination.
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(i) If an Eligible Director's service as a director of the
Company terminates for a reason other than for Cause (as defined
below), then the Director Options and the Elective Options granted to
such Eligible Director shall remain exercisable following the date of
such Eligible Director's termination of service in accordance with the
following provisions:
(A) Disability, Normal Retirement or Death. If service
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terminates by reason of Disability (as hereinafter defined), Normal
Retirement (as hereinafter defined) or death, until the expiration
date of the Option. With respect to any Eligible Director, (1)
"Disability" shall mean a "permanent and total disability" as defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended;
and (2) "Normal Retirement" shall mean the termination of service for
retirement at or after attaining age 65.
(B) Other. If service terminates for any other reason (except
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for Cause), until the earlier of ninety days after the termination
date and the expiration date of the Option.
(ii) If an Eligible Director is terminated for Cause, all Director
Options and Elective Options granted to such Eligible Director shall
be canceled and shall no longer be exercisable, effective on the date
of such Eligible Director's termination for Cause. For purposes of
this Plan, "Cause" means, with respect to any Eligible Director, on
account of any act of (A) fraud or intentional misrepresentation, or
(B) embezzlement, misappropriation or conversion of assets or
opportunities of the Company or any affiliate.
(h) Expiration Date of Options. All Director Options and Elective Options
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shall expire on the tenth anniversary of the date on which they are granted.
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(i) Extension of Exercisability. Notwithstanding any other provision
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hereof, the Board of Directors of the Company shall have the authority, in its
discretion, to amend any outstanding Director Option or Elective Option granted
pursuant to this Plan to extend the exercisability thereof, provided, however,
that no such amendment shall cause such Option to remain exercisable beyond its
original expiration date.
Section 6. Director Stock
(a) Awards. Each Eligible Director shall receive the following shares of
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Stock for service as a director of the Company (the "Director Stock"):
(i) Initial Awards. If a person is elected, appointed or
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otherwise becomes an Eligible Director, then such Eligible
Director shall receive 1,200 shares of Director Stock on the
first day of the calendar month following the month in which such
Eligible Director becomes an Eligible Director; provided,
however, that if a person is elected, appointed or otherwise
becomes an Eligible Director during a period of 60 days prior to
the Annual Meeting in any year, then such Eligible Director shall
receive no Director Stock pursuant to this Section 6(a)(i).
(ii) Subsequent Awards. As of the date of each Annual Meeting,
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each Eligible Director shall automatically receive 1,200 shares
of Director Stock, provided that such Eligible Director shall
continue to serve as a director of the Company after such Annual
Meeting.
(b) Limitation on Transfer. Director Stock may not be sold, transferred,
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pledged, assigned or otherwise conveyed by an Eligible Director for a period of
six (6) months from the date such Stock is awarded.
(c) Deferral of Awards. An Eligible Director may elect to defer the receipt
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of all or a portion of the Director Stock by making an election pursuant to
Section 7(a), in which case there shall be credited to the Eligible Director's
Stock Unit Account (as defined in Section 7(b)) a number of units equal to the
number of shares of Director Stock being deferred.
Section 7. Elective Deferrals
(a) Election. Each Eligible Director may elect to defer receipt (a
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"Deferral Election") of all or part of:
o the Annual Retainer;
o the cash retainer for services as a member of any Board Committee
(a "Committee Retainer");
o the fees payable for meetings of the Board or any committee
thereof ("Meeting Fees"); and
o shares of Director Stock.
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An Eligible Director may make a Deferral Election by submitting a Deferral
Election Form (a "Deferral Election Form") to the Secretary of the Company,
indicating: (i) the percentage of the Annual Retainer, Committee Retainers,
Meeting Fees and Director Stock to be deferred (the "Deferred Amount"); (ii) the
date on which distribution of Deferred Amounts should begin (the "Distribution
Date"); (iii) whether distributions are to be made in a lump sum, installments
or a combination thereof; (iv) the percentage of deferred Annual Retainer,
Committee Retainers and Meeting Fees to be credited to the Stock Unit Account
(as hereinafter defined) and the Cash Account (as hereinafter defined); and (v)
from which Account each distribution is to be made. A Deferral Election shall be
effective only with respect to the Annual Retainer, Committee Retainers, Meeting
Fees and Director Stock which are earned after the Deferral Election is made.
All Deferral Elections (including indications on the Deferral Election Form as
to Distribution Date and form of distributions), once made, shall be
irrevocable. Notwithstanding the foregoing, a Deferral Election may be
superseded with respect to future payments of Annual Retainer, Committee
Retainers and Meeting Fees and grants of Director Stock by submitting a new
Deferral Election Form to the Secretary. An Eligible Director may designate, in
any Deferral Election Form, one or more beneficiaries to receive any
distributions under the Plan upon the Eligible Director's death, and may change
such designation at any time by submitting a new Deferral Election Form to the
Secretary.
(b) Stock Unit Deferral. An Eligible Director may elect to have all or part
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of the Deferred Amount credited to an account (a "Stock Unit Account") in units
which are equivalent in value to shares of Stock ("Stock Units"). Credits to an
Eligible Director's Stock Unit Account will be made as follows:
(i) Deferral of the Annual Retainer, Committee Retainers and Certain
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Meeting Fees. As of the date on which Eligible Directors become entitled to
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payment of the Annual Retainer (a "Retainer Payment Date"), the Company
shall credit to the Stock Unit Account an amount equal to any Deferred
Amount resulting from an Eligible Director's deferral of (A) all or part of
the Annual Retainer plus (B) all or part of any Committee Retainers that
are payable as of such Retainer Payment Date plus (C) any Meeting Fees for
meetings of the Board or any committee thereof held on such Retainer
Payment Date. The number of Stock Units credited to the Stock Unit Account
shall be the amount obtained by dividing (X) the Deferred Amount by (Y) the
Fair Market Value of a share of Stock on the Retainer Payment Date.
(ii) Deferral of Other Meeting Fees. Any Deferred Amount resulting
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from deferral of all or part of an Eligible Director's Meeting Fees (other
than Meeting Fees described in clause (i) above) will initially be credited
to the Cash Account (as defined in Section 7(c)) as of the date on which
the Eligible Director becomes entitled to payment of the Meeting Fees. Such
Deferred Amount, together with the Interest Equivalent (as defined in, and
calculated under, Section 7(c)) thereon (such Deferred Amount as increased
by such Interest Equivalent being the "Adjusted Deferred Amount"), will
thereafter be debited to the Cash Account and credited to the Stock Unit
Account as of the next Retainer Payment Date (or, if the Eligible
Director's service on the Board terminates prior to the next date
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as of which the Annual Retainer would be paid, as of the first business day
following termination of service). The number of Stock Units credited to
the Stock Unit Account shall be the amount obtained by dividing (i) the
relevant Adjusted Deferred Amount by (ii) the Fair Market Value of a share
of Stock on the Retainer Payment Date.
(iii) Deferral of Director Stock. An Eligible Director who defers the
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receipt of Director Stock shall have an equal number of Stock Units
credited to the Stock Unit Account. The credit will be made as of the date
on which the Eligible Director becomes entitled to receive the Director
Stock.
(iv) Dividend Equivalents. If Stock Units exist in an Eligible
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Director's Stock Unit Account on a dividend record date for the Company's
Stock, the Stock Unit Account shall be credited, on the dividend payment
date related to such dividend record date, with an additional number of
Stock Units equal to (i) the cash dividend paid on one share of Stock,
multiplied by (ii) the number of Stock Units in the Stock Unit Account on
the dividend record date, divided by (iii) the Fair Market Value of a share
of Stock on the dividend payment date.
(c) Cash Deferral. An Eligible Director may elect to have all or part of
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the Deferred Amount derived from Annual Retainer, Committee Retainers or Meeting
Fees credited to a cash account (a "Cash Account"). The Deferred Amount
allocated to the Cash Account shall be credited thereto on the date on which the
Eligible Director becomes entitled to payment of such Deferred Amount. As of the
last day of each fiscal quarter and the date of termination of the Eligible
Director's service on the Company's Board of Directors (the "Service Termination
Date") the Eligible Director's Cash Account will be credited with an additional
amount (an "Interest Equivalent") equal to (i) the "Rate of Interest",
multiplied by (ii) the Average Daily Cash Balance, multiplied by (iii) the
number of days during which such Cash Account had a positive balance, divided by
(iv) 365. The "Rate of Interest" shall equal the time weighted average interest
rate paid by the Company for such quarter, or shorter period ending on the
Service Termination Date, to institutions from which it borrows funds. The
"Average Daily Cash Balance" shall equal the sum of the daily balances for such
Cash Account for such quarter or shorter period, divided by the number of days
on which a positive balance existed in such Cash Account.
(d) Distributions.
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(i) Distribution Date. Each Eligible Director shall designate on the
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Deferral Election Form one of the following dates as a Distribution Date
with respect to amounts credited to the Stock Unit Account or Cash Account
thereafter: (A) the first day of the calendar month following the date of
the Eligible Director's death; (B) the first day of the calendar month
following the Service Termination Date; (C) the first day of a calendar
month specified by the Eligible Director; or (D) the earliest to occur of
(A), (B) or (C). Unless a Deferral Election Form designates a
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different Distribution Date for the Eligible Director's Stock Unit Account
than for the Eligible Director's Cash Account, the Eligible Director shall
be deemed to have selected the same Distribution Date for both Accounts.
Notwithstanding the election made by an Eligible Director on any Deferral
Election Form or any other provision of the Plan, in the event of an
Eligible Director's death, all amounts credited to the Eligible Director's
Stock Unit Account and Cash Account will be paid to the Eligible Director's
beneficiary (or if no beneficiary has been designated, to the Eligible
Director's estate) promptly following the date of death.
(ii) Distribution Method. An Eligible Director shall request on the
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Deferral Election Form that distributions which are subject to such
Deferral Election Form be made in (A) a lump sum, (B) no more than 120
monthly, 40 quarterly or 10 annual installments or (C) in part as provided
in clause (A) and in part as provided in clause (B). The amount to be
distributed in any installment pursuant to a specific Deferral Election
Form shall be determined by dividing the balance in the Cash Account or the
number of Stock Units in the Stock Unit Account, as the case may be, that
are subject to such Deferral Election Form by the number of remaining
installments. If an Eligible Director receives a distribution on an
installment basis, undistributed Deferred Amounts shall remain subject to
the provisions of Section 7.
(iii) Form of Distributions. All distributions from the Cash Account shall
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be paid in cash. Distributions made from the Stock Unit Account shall be
for a number of whole shares of Stock equal to the number of whole Stock
Units to be distributed and cash in lieu of any fractional share
(determined by using the Fair Market Value of a share of Stock on the date
on which such distributions are distributed).
Section 8. Election to Receive Stock.
(a) Election. An Eligible Director may elect (a "Stock Election") to
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receive all or a portion of the Eligible Director's Annual Retainer, Committee
Retainers and Meeting Fees in shares of Stock by submitting a Stock Election
Form (a "Stock Election Form") to the Company's Secretary indicating the
percentage of the Annual Retainer, Committee Retainers and the percentage of
Meeting Fees to be paid in Stock (the "Stock Amounts"). A Stock Election shall
become effective with respect to the Annual Retainer, Committee Retainers and
Meeting Fees, respectively, payable after the date on which the Stock Election
Form is received by the Secretary. Each Stock Election, once made, shall be
irrevocable. Notwithstanding the foregoing, a Stock Election may be superseded
with respect to future payments of Annual Retainer, Committee Retainers and
Meeting Fees by submitting a new Stock Election Form to the Secretary.
(b) Payment in Stock. Upon receipt by the Company's Secretary of an
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effective Stock Election Form from an Eligible Director, such Eligible Director
shall thereafter receive
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whole shares of Stock (but not fractional shares) in lieu of Annual Retainer,
Committee Retainers and Meeting Fees elected to be received in Stock as follows:
(i) Any Meeting Fees (other than Meeting Fees for meetings of the
Board or a committee thereof held on a Retainer Payment Date) subject
to a Stock Election will initially be credited to the Eligible
Director's Cash Account as of the date on which the Eligible Director
becomes entitled to payment of the Meeting Fees.
(ii) As of each Retainer Payment Date, an Eligible Director who has
made a Stock Election, and who becomes entitled to be paid the Annual
Retainer payable on such Retainer Payment Date, will receive a whole
number of shares of Stock determined by dividing:
(A) the sum of (X) the amount of Annual Retainer and Committee
Retainers that are payable to the Eligible Director on the Retainer
Payment Date and are subject to a Stock Election, plus (Y) Meeting
Fees for meetings of the Board or any committee thereof held on the
Retainer Payment Date that are subject to a Stock Election plus (Z)
the amount credited to the Cash Account pursuant to the foregoing
clause (i) since the most recent Retainer Payment Date, together with
the Interest Equivalent thereon through the Retainer Payment Date; by
(B) the Fair Market Value of a share of Stock on the Retainer
Payment Date.
(iii) If an Eligible Director's Service Termination Date occurs
before or coincides with a Retainer Payment Date, so that the Eligible
Director is not entitled to be paid the Annual Retainer paid on such
Retainer Payment Date, the Eligible Director shall receive as of the
first business day following his or her Service Termination Date (or
as soon as practicable thereafter) (A) the amount credited to the Cash
Account pursuant to the foregoing clause (i) since the most recent
Retainer Payment Date, together with the Interest Equivalent thereon
through the Service Termination Date, divided by (B) the Fair Market
Value of a share of Stock on the Service Termination Date.
(iv) Upon delivery of shares of Stock pursuant to clauses (ii) or
(iii) above, an Eligible Director's Cash Account will be debited the
amount described in subclause (ii)(A)(Z) or (iii)(A), as applicable.
In no circumstances shall an Eligible Director be entitled to receive,
or the Company have any obligation to issue to the Eligible Director,
any fractional share of Stock. In lieu of any fractional share of
Stock, the Eligible Director shall be entitled to receive, and the
Company shall be obligated to pay to such Eligible Director, cash
equal to the value of any fractional share of Stock (determined by
using the Fair Market Value of a share of Stock on the date on which
such Stock is distributed).
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Section 9. Fair Market Value
"Fair Market Value" shall mean, with respect to each share of Stock for any
day:
(a) if the Stock is listed for trading on the New York Stock Exchange, the
closing price, regular way, of the Stock as reported on the New York Stock
Exchange Composite Tape, rounded up to the nearest whole cent, or if no such
reported sale of the Stock shall have occurred on such date, on the most recent
date such a reported sale occurred, or
(b) if the Stock is not so listed, but is listed on another national
securities exchange or on the Nasdaq Stock Market ("Nasdaq"), the closing price,
regular way, of the Stock on such exchange or Nasdaq, rounded up to the nearest
whole cent, as the case may be, on which the largest number of shares of Stock
have been traded in the aggregate on the preceding twenty trading days, or, if
no such reported sale of the Stock shall have occurred on such date on such
exchange or Nasdaq, as the case may be, on the most recent date on which such a
reported sale occurred on such exchange or Nasdaq, as the case may be, or
(c) if the Stock is not listed for trading on a national securities
exchange or Nasdaq, the average of the closing bid and asked prices as reported
by the National Association of Securities Dealers, rounded up to the nearest
whole cent, or, if no such prices shall have been so reported for such date, on
the most recent date for which such prices were so reported.
Section 10. Issuance of Stock
(a) Restrictions on Transferability. All shares of Stock delivered under
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the Plan shall be subject to such stop-transfer orders and other restrictions as
the Company may deem advisable or legally necessary under any laws, statutes,
rules, regulations and other legal requirements, including, without limitation,
those of any stock exchange upon which the Stock is then listed and any
applicable federal, state or foreign securities law.
(b) Compliance with Laws. Anything to the contrary herein notwithstanding,
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the Company shall not be required to issue any shares of Stock under the Plan
if, in the opinion of legal counsel to the Company, the issuance and delivery of
such shares would constitute a violation by the Eligible Director or the Company
of any applicable law or regulation of any governmental authority, including,
without limitation, federal and state securities laws, or the regulations of any
stock exchanges on which the Company's securities may then be listed.
Section 11. Withholding Taxes
The Company may require as a condition of delivery of any shares of Stock
that the Eligible Director remit an amount sufficient to satisfy all foreign,
federal, state, local and other governmental withholding tax requirements
relating thereto (if any) and any or all indebtedness or other obligation of the
Eligible Director to the Company or any of its subsidiaries.
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Section 12. Plan Amendments and Termination
The Board of Directors of the Company may suspend or terminate the Plan at
any time and may amend it at any time and from time to time, in whole or in
part.
Section 13. Listing, Registration and Legal Compliance
If the Plan Administrators shall at any time determine that any Consent (as
hereinafter defined) is necessary or desirable as a condition of, or in
connection with, the granting of any award under the Plan, the issuance or
purchase of shares or other rights hereunder or the taking of any other action
hereunder (each such action being hereinafter referred to as a "Plan Action"),
then such Plan Action shall not be taken, in whole or in part, unless and until
such Consent shall have been effected or obtained. The term "Consent" as used
herein with respect to any Plan Action means (i) the listing, registrations or
qualifications in respect thereof upon any securities exchange or under any
foreign, federal, state or local law, rule or regulation, (ii) any and all
consents, clearances and approvals in respect of a Plan Action by any
governmental or other regulatory bodies, or (iii) any and all written agreements
and representations by an Eligible Director with respect to the disposition of
Stock or with respect to any other matter, which the Plan Administrators shall
deem necessary or desirable in order to comply with the terms of any such
listing, registration or qualification or to obtain an exemption from the
requirement that any such listing, qualification or registration be made.
Section 14. Right of Discharge Reserved
Nothing in the Plan shall confer upon any Eligible Director the right to
continue as a director of the Company or affect any right that the Company or
any Eligible Director may have to terminate the service of such Eligible
Director.
Section 15. Rights as a Stockholder
Except as otherwise provided by the terms of any applicable Benefit Plan
Trust (as hereinafter defined), an Eligible Director shall not, by reason of any
Director Option, Director Stock, Elective Option, Stock Unit or Stock Amount,
have any rights as a stockholder of the Company until Stock has been issued to
such Eligible Director.
Section 16. Unfunded Plan
The Plan shall be unfunded and shall not create (or be construed to create)
a trust or a separate fund or funds. The Plan shall not establish any fiduciary
relationship between the Company and any Eligible Director or other person. To
the extent any person holds any rights by virtue of a pending grant or deferral
under the Plan, such rights shall be no greater than the rights of an unsecured
general creditor of the Company. Notwithstanding the foregoing, the Company may
(but shall not be obligated to) contribute shares of Stock corresponding to
Stock Units to any trust established by the Company under which Eligible
Directors, or Eligible
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Directors and participants in designated employee benefit plans of the
Company, constitute the principal beneficiaries (a "Benefit Plan Trust").
Section 17. Governing Law
The Plan is deemed adopted, made and delivered in Delaware and shall be
governed by the laws of the State of Delaware applicable to agreements made and
to be performed entirely within such state.
Section 18. Severability
If any part of the Plan is declared by any court or governmental authority
to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate
any portion of the Plan not declared to be unlawful or invalid. Any Section or
part of a Section so declared to be unlawful or invalid shall, if possible, be
construed in a manner that will give effect to the terms of such Section or part
of a Section to the fullest extent possible while remaining lawful and valid.
Section 19. Notices
All notices and other communications hereunder shall be given in writing
and shall be deemed given when personally delivered against receipt or five days
after having been mailed by registered or certified mail, postage prepaid,
return receipt requested, addressed as follows: (a) if to the Company: Morgan
Stanley, 1585 Broadway, New York, New York 10036, Attention: Corporate
Secretary; and (b) if to an Eligible Director, at the Eligible Director's
principal residential address last furnished to the Company. Either party may,
by notice, change the address to which notice to such party is to be given.
Section 20. Section Headings
The Section headings contained herein are for the purposes of convenience
only and are not intended to define or limit the contents of said Sections.
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