Stock Plan Account Agreement
MSSB is authorized to open a Stock Plan Account, which 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 exercise, 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 confirmation as conclusive evidence of my irrevocable election to exercise, 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, with or without prior notice and from time to time, impose limitations and restrictions on the purchase, sale, and transfer of Stock Plan Shares, and I understand that MSSB will impose such limitations on request of the Company. I understand that I may be subject to such limitations and restrictions for as long as my Stock Plan Shares remain in the Stock Plan Account. I acknowledge that the Company may instruct MSSB with respect to transactions in the Stock Plan Account 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 exercise, sale, or election regarding Stock Plan Shares or any transfers, distributions, payments, or other transactions in the Stock Plan Account made at the Company’s direction, 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 Company with information about activities and transactions occurring in my Stock Plan Account, including, without limitation, confirmations of exercise, 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 that this is a condition of my being able to maintain my Stock Plan Account.
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, remittance of sale proceeds to the Company to pay taxes and/or purchase price of shares, 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, exercise, or make elections regarding such Stock Plan Share. Each Stock Plan Account holder understands and agrees that MSSB will not be responsible for any exercise, 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 to not hold MSSB or any of its affiliates liable for any losses, including but not limited to special, indirect, or consequential damages or losses; lost profits; and trading losses, costs, or expenses, including legal fees (“Losses”) incurred as the result of any exercise, 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.
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 rules, laws, and 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, exercise of, or elections regarding Stock Plan Shares. I further agree to not 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, exercise of, 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 expiration dates, trading or other restrictions, tax payment methods, tax treatment and vesting periods, and any other terms, provisions, and conditions of the Stock Plan and grant documents) is provided to MSSB and its affiliates by the Company. The Company is solely responsible for the accuracy and completeness of that information. MSSB and its affiliates are entitled to rely on such information provided by the Company and have no independent duty to verify or contradict its accuracy or completeness. I further agree that neither MSSB nor its affiliates are liable for any Losses that 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, exercise, 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.
For any option exercise and/or sale of Stock Plan Shares for which MSSB received a valid order or instruction, MSSB is authorized to make full payment to the Company for the option exercise price and, when and as instructed by the Company, for any tax withholding or other obligations incurred as a result of the transaction. MSSB will release to me the balance of sale proceeds, after the deduction of all applicable fees, unless MSSB is directed by the Company to forward sale proceeds, or a portion thereof, to the Company either prior to or upon settlement of sale and receipt of shares. I agree to release MSSB and its affiliates from any and all liability regarding any amounts forwarded to the Company, or to third parties, at the Company’s direction.
Stock Delivery Authorization; Indemnity
The Company has agreed to issue shares for all awards and to forward the shares (plus any dividend, split, or similar distribution paid by the Company with respect to such shares) directly to MSSB for my Stock Plan Account. I agree to indemnify MSSB and its affiliates for any loss they may suffer due to the Company’s failure to deliver shares in connection with my Stock Plan.
Important Note for Canadian Residents
Certain employees who reside in Canada may not have the same rights against MSSB, or any of its affiliates, as US-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; 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 Company’s direction, 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 the quoted prices provided at order entry.
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 E*TRADE Financial Corporate Services, Inc. In the event that 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 ACKNOWLEDGE THAT MSSB DOES NOT PROVIDE INVESTMENT, LEGAL, ACCOUNTING, OR TAX ADVICE GENERALLY AND WILL NOT PROVIDE RECOMMENDATIONS WITH REGARD TO THE SELF-DIRECTED BROKERAGE ACCOUNT.
I understand that MSSB and its affiliates will rely on the above representations in conjunction with any sale, exercise, or election regarding my Stock Plan Shares and that I may be held liable for any Losses that result from any representations that 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 that all financial institutions 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 PREDISPUTE ARBITRATION AGREEMENT AT SECTION 12.