"Distribution Date" means, (i) with respect to a Closed-End Investment, (A) the Earliest Distribution Date, if applicable, (B) any Subsequent Closed-End Distribution Dates (including the Final Distribution Date), if applicable, and (C) any other date specified as a Closed-End Distribution Date in the Participant's applicable Award Certificate; and (ii) with respect to an Open-End Investment, the Earliest Distribution Date and any Subsequent Open-End Distribution Dates.

"Earliest Distribution Date" means, with respect to any Plan Interest, the date, specified in the applicable Award Certificate, on which Proceeds in respect of Notional Plan Investments shall commence being distributed to the applicable Participant.

"Eligible Person" means a professional employee of the Firm who is determined by the Committee to be eligible to participate in the Plan.

"Executive Compensation Department" means Morgan Stanley's Executive Compensation Department or any other department of Morgan Stanley that succeeds to the functions of the Executive Compensation Department.

"Final Distribution Date" means, with respect to any Plan Interest of any Participant, the date, specified in the applicable Award Certificate, on which the Firm shall make its final distribution with respect to such Plan Interest to such Participant in accordance with Section 10 (a) (iii).

"Firm" means Morgan Stanley together with its subsidiaries and other affiliates.

"Fiscal Year" and "Fiscal Quarter" mean Morgan Stanley's Fiscal Year and Morgan Stanley's Fiscal Quarter, respectively.

"Fiscal Year Award" means an allocation to the Plan of a Participant's compensation that would otherwise be mandatorily granted in the form of Morgan Stanley equity compensation or other mandatory long-term incentive compensation in respect of a Fiscal Year.

"International Supplement" shall have the meaning set forth in Section 16 (e).

"Investment Committee" means a committee of two or more officers of the Firm to whom the Administrator delegates the authority and responsibilities to select Notional Plan Investments.

"Legal Requirement" means any law, regulation, ruling, judicial decision, accounting standard, regulatory guidance or other legal requirement.

"Morgan Stanley" means Morgan Stanley, a Delaware corporation, or any successor thereto.

"Morgan Stanley Applicable Rate" means, for any period, the rate at which notional interest with respect to any Notional Advance (or any portion thereof) shall accrue from the date that the Notional Advance (or portion thereof) is deemed to be notionally invested until and to the extent such Notional Advance (or portion thereof) is reduced by any Proceeds. Pursuant and subject to Section 3 (a) (v), the Firm reserves the right to revise the Morgan Stanley Applicable Rate at any time and from time to time.

"Notional Advance" means, with respect to any Participant Allocation, the notional amount, if any, that Morgan Stanley adds or will add to the Participant Allocation for notional investment in Notional Plan Investments in accordance with Section 5.

详文见附件