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Morgan Stanley
Equity Ownership Commitment

Morgan Stanley believes in aligning the long-term interests of employees with those of shareholders. To further that goal and to serve as an example to employees throughout the Firm, Morgan Stanley has adopted this Equity Ownership Commitment.

The Equity Ownership Commitment calls for certain Management Committee members* to hold an amount of Morgan Stanley common stock or Morgan Stanley equity awards equal to:
  • 75% of the number of shares of Morgan Stanley common stock held at the time the person joins the Management Committee; and
  • in respect of Morgan Stanley equity awards held at the time the person joins the Management Committee and those received after joining, 75% of the number of shares of Morgan Stanley common stock that would be acquired upon conversion or exercise of such awards and after taxes.
The Equity Ownership Commitment applies to Morgan Stanley equity awards as follows:
  • Restricted Stock Units — Commitment assumes a 50% tax rate. Example: for an award of 100 units, Commitment applies to 50 after-tax shares.

  • Stock Options — Commitment considers Net Option Shares acquired upon exercise of stock options. Example: Commitment applies to share equivalent of net proceeds after exercise cost and withholding taxes.
*Includes the Chairman and CEO, the Co-Presidents, the Chief Financial Officer, the Chief Legal Officer, the Chief Administrative Officer and Secretary, the Chief Talent Officer and the heads of certain business units who report to the Co-Presidents.