Stock Plan Account Agreement (US Morgan Stanley at Work Participants)

Transaction Authorization:

MSSB is authorized to open a Stock Plan Account that shall be governed by the E*TRADE from Morgan Stanley Client Agreement for Self-Directed Accounts (“Self-Directed Account Agreement”), and to act on my instructions to sell or make elections regarding Stock Plan Shares. Any transactions in Stock Plan Shares will be effected by MSSB as agent.  I understand that my instructions to MSSB are irrevocable, except in the case of an unexecuted limit order, which I may cancel. The Company is authorized to rely without further investigation on this authorization as conclusive evidence of my irrevocable instruction to sell or make an election regarding my Stock Plan Shares in accordance with, and subject to, the terms, provisions and conditions of the Company's Stock Plan and any related grant documents and applicable rules, laws, and regulations.

I acknowledge that the Company may, through the Stock Plan Administrator, with or without prior notice and from time to time, impose limitations and restrictions on the sale and transfer of Stock Plan Shares, and I understand that MSSB will impose such limitations on request of the Company through the Stock Plan Administrator. I understand that I may be subject to such limitations and restrictions so long as my Stock Plan Shares remain in the Stock Plan Account.  I acknowledge that the Company, through the Stock Plan Administrator, may instruct MSSB with respect to certain elections and transactions in the Stock Plan Account relating to the Stock Plan Shares, and that MSSB may act on such instructions, even in the absence of instructions from me, and even if such instructions contravene instructions from me regarding Stock Plan Shares.

I understand and agree that MSSB will not be responsible for any sale or election regarding Stock Plan Shares or any transfers, distributions, payments, or other transactions in the Stock Plan Account made at the direction of the Company, through the Stock Plan Administrator, even if that instruction contravenes an instruction provided by me. Further, I acknowledge that MSSB will not clear or settle any transaction for me if sufficient funds or securities, as necessary, are not maintained in an account with MSSB or if I have not made other arrangements for settlement that are satisfactory to MSSB.

MSSB does not guarantee settlement, and therefore, reserves the right to reverse transaction settlement entries in the event of a settlement failure at any time.  MSSB may, at its discretion and without notice to me, decline, cancel, or reverse my orders or instructions or place trading, disbursement, or other restrictions on the Stock Plan Account.

MSSB is authorized to provide the Stock Plan Administrator and the Company with information about activities and transactions occurring in my Stock Plan Account, including, without limitation, tax payment or other elections, order placement, sales and sale price, and other information reasonably requested or customarily delivered to Stock Plan sponsors.  I understand and agree this is a condition to my being able to maintain my Stock Plan Account.

Joint Accounts:

If this is a joint Stock Plan Account, or if at any time in the future I elect to convert this Stock Plan Account to a joint account, each account holder understands and agrees that the provisions of the Self-Directed Account Agreement regarding joint accounts govern this Agreement.  As set forth in the Self-Directed Account Agreement, each Stock Plan Account holder authorizes MSSB to follow the instructions of any one Stock Plan Account holder concerning any matter pertaining to the Stock Plan Account. This includes purchase and sale of securities, delivery of any or all Stock Plan Shares and/or other property in the Stock Plan Account to any Stock Plan Account holder or to any third party, or disbursement of any or all monies in the Stock Plan Account. I understand that certain actions taken in the Stock Plan Account may result in taxable liabilities or other obligations that accrue to or are imposed only on the individual eligible to participate in the Stock Plan.

Each Stock Plan Account holder understands and agrees that the terms, provisions and conditions of each Company Stock Plan and the respective grant documents may allow only the Stock Plan participant to sell or make elections regarding such Stock Plan Shares. Each Stock Plan Account holder understands and agrees that MSSB will not be responsible for any sale or election regarding Stock Plan Shares or any transfers, distributions, payments, or other transactions in the Stock Plan Account made at the direction of any Stock Plan Account holder who is not a Stock Plan participant.  

Each Stock Plan Account holder further agrees not to hold MSSB or any of its affiliates liable for any losses, including, but not limited to, special, indirect or consequential damages or losses, including lost profits and trading losses; costs or expenses, including legal fees (“Losses”) incurred as the result of any sale or election regarding Stock Plan Shares or any transfers, distributions, payments or other transactions in the Stock Plan Account made at the direction of any Stock Plan Account holder who is not a Stock Plan participant.

Plan Compliance:

By signing this account activation form, I agree to comply with the terms, provisions and conditions of the Stock Plan, the respective grant documents applicable to me, and any applicable laws or regulations.

I understand and agree that it is my sole responsibility to determine and comply with any procedures established by the Company for the sale of, or elections regarding, Stock Plan Shares. I further agree not to hold MSSB or its affiliates liable for any Losses I incur as the result of my failure to follow any procedures established by the Company with respect to the issuance and elections regarding Stock Plan Shares.

I understand and agree that any information regarding the Stock Plan and the Stock Plan Shares (for example regarding trading or other restrictions, tax payment methods, tax treatment, and any other terms, provisions and conditions of the Stock Plan and grant documents) may be provided to MSSB and its affiliates by Company, through the Stock Plan Administrator. The Company is solely responsible for the information’s accuracy and completeness. MSSB and its affiliates are entitled to rely on the information provided by the Company and have no independent duty to verify or contradict the accuracy or completeness of the information provided by the Company. I further agree that neither MSSB nor its affiliates are liable for any Losses I incur as the result of information provided to MSSB and its affiliates by the Company, even if the information affects my ability to sell or make any election regarding Stock Plan Shares, effect any transfers, distributions, payments, elections or other transactions in the Stock Plan Account, or receive proceeds from any transaction regarding the Stock Plan Shares.

Important Note for Canadian Residents:

Certain employees who are resident in Canada may not have the same rights against MSSB, or any of its affiliates, as U.S. based employees because MSSB and its affiliates are resident outside of Canada and all or substantially all of MSSB's assets are located outside of Canada.

Neither MSSB nor any of its affiliates are registered under applicable Canadian legislation as a dealer for the purposes of participation of MSSB or any of its affiliates in the resale of employee stock plan securities on behalf of Canadian employees, and any investor protections that might otherwise be available in the Canadian jurisdictions to clients of a registered dealer under Canadian legislation may not be available to Canadian employees in the Canadian jurisdictions because those employee stock plan brokerage accounts are provided by MSSB.

Special Handling Trade Service:

I understand and agree that for certain stock plan events, including, but not limited to, the deposit of employee stock purchase plan shares and the release of shares resulting from restricted stock grants, my order may be aggregated as one order with other orders associated with the same stock plan event at the direction of the Company, through the Stock Plan Administrator, in such case, I will receive an average price based on the entire order execution so that MSSB will be able to provide non-preferential pricing to all orders placed at the time of the stock plan event. I understand that regardless of any Company instructions to MSSB, certain orders, including orders aggregated at the direction the Company, may, at MSSB’s discretion, be subject to manual review for risk, regulatory, and other reasons, which may cause delays (extending over multiple days) in the execution of my orders or cause my orders to be executed at prices that are significantly different from quoted prices provided at order entry.

General Restrictions Applicable to the Stock Plan Account:

I understand that MSSB may at any time, in its discretion, and without notice to me, decline, cancel, or reverse my orders or instructions, or place trading, disbursement or other restrictions on the Stock Plan Account. MSSB may restrict any of the assets in the Stock Plan Account, if necessary, to comply with a subpoena, court order, law, rule, regulation or other similar requirement or request, or to protect either my interests or the interests of MSSB or its affiliates.

Restricted Securities:

I acknowledge that if I am an employee or an “affiliate” of the issuer of a security, any transactions in that security may be governed by the insider trading policy of the issuer of that security and I agree to comply with such policy and all applicable laws, regulations and rules, including, but not limited to, those pertaining to insider trading. In order for MSSB to accept orders with respect to securities in the Stock Plan Account, I represent that, unless I notify MSSB otherwise, such securities or transactions are not subject to the laws, rules and regulations regarding “restricted” and “control” securities. I understand that if I engage in transactions that are subject to any special conditions under applicable law, regulation or rule, those transactions may be delayed or canceled pending fulfillment of any such conditions.

Additional Representations:

I acknowledge that the Stock Plan Account, as a self-directed brokerage account, may hold certain assets in addition to Stock Plan Shares. I further acknowledge that I have received, read, and agree to be bound by the terms and conditions as currently set forth in the Self-Directed Account Agreement and as amended from time to time. In the event of any conflict or inconsistency between the provisions of the Self-Directed Account Agreement and this Agreement to the extent the subject matter is covered by the Self-Directed Account Agreement and does not relate specifically to the Stock Plan Shares, the provisions of the Self-Directed Account Agreement shall control and govern.

I acknowledge that the services provided pursuant to this Agreement are being provided to me as a result of an agreement between the Company and the Stock Plan Administrator, an affiliate of MSSB. In the event that agreement is terminated, I agree that the services provided in connection with my Stock Plan Shares may be terminated without any prior notice to me. I further agree that the Stock Plan Account will remain open while that agreement is in place, and I am participating in a Company Stock Plan administered by the Stock Plan Administrator, subject to the terms of the Self-Directed Account Agreement.

I ACKNOWLEDGE THAT MSSB DOES NOT PROVIDE INVESTMENT, LEGAL, ACCOUNTING OR TAX ADVICE GENERALLY AND WILL PROVIDE NOT RECOMMENDATIONS WITH REGARDS TO THE SELF-DIRECTED BROKERAGE ACCOUNT.

I understand that MSSB and its affiliates will rely upon the above representations in conjunction with any sale or election regarding my Stock Plan Shares, and that I may be held liable for any Losses which result from any representations which prove to be inaccurate.

Any amendment, supplement, or rescission of this Stock Plan Account Agreement will be posted to etrade.com when made, and such posting shall constitute proper notice to you. If you continue to maintain your Stock Plan Account with MSSB after such notice, you will be deemed to have accepted such changes and will be legally bound by such amended or supplemented terms and conditions.

Important Information about Procedures for Activating a New Account:

To help the government fight the funding of terrorism and money laundering activities, the USA PATRIOT Act requires all financial institutions to obtain, verify, and record information that identifies each person who activates an account.

I UNDERSTAND THAT THIS ACCOUNT IS GOVERNED BY A PREDISPUTE ARBITRATION CLAUSE. I ACKNOWLEDGE THAT I HAVE RECEIVED AND READ A COPY OF THE SELF-DIRECTED ACCOUNT AGREEMENT (available at etrade.com/msclientagree or by calling Customer Service) WHICH CONTAINS A PRE-DISPUTE ARBITRATION AGREEMENT at SECTION 12.