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Morgan Stanley – ‘10-Q’ for 3/31/15 – ‘EX-10.1’

On:  Monday, 5/4/15, at 4:20pm ET   ·   For:  3/31/15   ·   Accession #:  1193125-15-169056   ·   File #:  1-11758

Previous ‘10-Q’:  ‘10-Q’ on 11/4/14 for 9/30/14   ·   Next:  ‘10-Q’ on 8/4/15 for 6/30/15   ·   Latest:  ‘10-Q’ on 11/3/23 for 9/30/23   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/04/15  Morgan Stanley                    10-Q        3/31/15  123:45M                                    Donnelley … Solutions/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   3.38M 
 2: EX-10.1     Material Contract                                   HTML     43K 
 3: EX-10.2     Material Contract                                   HTML     34K 
 4: EX-12       Statement re: Computation of Ratios                 HTML     60K 
 5: EX-15       Letter re: Unaudited Interim Financial Information  HTML     44K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     41K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     41K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     36K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     36K 
83: R1          Document and Entity Information                     HTML     64K 
63: R2          Consolidated Statements of Financial Condition      HTML    188K 
78: R3          Consolidated Statements of Financial Condition      HTML    127K 
                (Parenthetical)                                                  
87: R4          Consolidated Statements of Income                   HTML    196K 
111: R5          Consolidated Statements of Comprehensive Income     HTML     89K  
66: R6          Consolidated Statements of Cash Flows               HTML    197K 
77: R7          Consolidated Statements of Changes in Total Equity  HTML     99K 
57: R8          Introduction and Basis of Presentation              HTML     63K 
46: R9          Significant Accounting Policies                     HTML     47K 
113: R10         Fair Value Disclosures                              HTML   1.10M  
89: R11         Investment Securities                               HTML    291K 
88: R12         Collateralized Transactions                         HTML    107K 
95: R13         Variable Interest Entities and Securitization       HTML    282K 
                Activities                                                       
96: R14         Loans and Allowance for Loan Losses                 HTML    293K 
93: R15         Deposits                                            HTML     56K 
97: R16         Long-Term Borrowings and Other Secured Financings   HTML     59K 
79: R17         Derivative Instruments and Hedging Activities       HTML    579K 
84: R18         Commitments, Guarantees and Contingencies           HTML    160K 
91: R19         Regulatory Requirements                             HTML    123K 
122: R20         Total Equity                                        HTML    119K  
106: R21         Earnings Per Common Share                           HTML     79K  
72: R22         Interest Income and Interest Expense                HTML     62K 
90: R23         Employee Benefit Plans                              HTML     49K 
75: R24         Income Taxes                                        HTML     47K 
36: R25         Segment and Geographic Information                  HTML    145K 
107: R26         Equity Method Investments                           HTML     49K  
117: R27         Subsequent Events                                   HTML     49K  
51: R28         Significant Accounting Policies (Policy)            HTML     43K 
50: R29         Fair Value Disclosures (Tables)                     HTML   1.06M 
55: R30         Investment Securities (Tables)                      HTML    279K 
56: R31         Collateralized Transactions (Tables)                HTML     92K 
58: R32         Variable Interest Entities and Securitization       HTML    232K 
                Activities (Tables)                                              
25: R33         Loans and Allowance for Loan Losses (Tables)        HTML    267K 
104: R34         Deposits (Tables)                                   HTML     46K  
70: R35         Long-Term Borrowings and Other Secured Financings   HTML     53K 
                (Tables)                                                         
73: R36         Derivative Instruments and Hedging Activities       HTML    534K 
                (Tables)                                                         
41: R37         Commitments, Guarantees and Contingencies (Tables)  HTML    105K 
120: R38         Regulatory Requirements (Tables)                    HTML     86K  
16: R39         Total Equity (Tables)                               HTML     99K 
60: R40         Earnings Per Common Share (Tables)                  HTML     77K 
110: R41         Interest Income and Interest Expense (Tables)       HTML     61K  
38: R42         Employee Benefit Plans (Tables)                     HTML     46K 
49: R43         Segment and Geographic Information (Tables)         HTML    139K 
54: R44         Introduction and Basis of Presentation (Details)    HTML     40K 
64: R45         Fair Value Disclosures (Assets and Liabilities      HTML    639K 
                Measured at Fair Value on a Recurring Basis)                     
                (Details)                                                        
24: R46         Fair Value Disclosures (Changes in Level 3 Assets   HTML   1.06M 
                and Liabilities Measured at Fair Value on a                      
                Recurring Basis) (Details)                                       
45: R47         Fair Value Disclosures (Quantitative Information    HTML    677K 
                about and Sensitivity of Significant Unobservable                
                Inputs Used in Recurring Level 3 Fair Value                      
                Measurements) (Details)                                          
18: R48         Fair Value Disclosures (Fair Value of Investments   HTML    108K 
                that Calculate Net Asset Value) (Details)                        
109: R49         Fair Value Disclosures (Net Gains (Losses) Due to   HTML     76K  
                Changes in Fair Value for Items Measured at Fair                 
                Value Pursuant to the Fair Value Option Election)                
                (Details)                                                        
37: R50         Fair Value Disclosures (Short-term and Long-term    HTML     51K 
                Borrowings) (Details)                                            
105: R51         Fair Value Disclosures (Gains (Losses) Due to       HTML     47K  
                Changes in Instrument Specific Credit Risk)                      
                (Details)                                                        
42: R52         Fair Value Disclosures (Net Difference between      HTML     51K 
                Contractual Principal Amount and Fair Value)                     
                (Details)                                                        
61: R53         Fair Value Disclosures (Assets Measured at Fair     HTML    151K 
                Value on a Nonrecurring Basis) (Details)                         
17: R54         Fair Value Disclosures (Financial Instruments Not   HTML    215K 
                Measured at FV) (Details)                                        
21: R55         Investment Securities (Schedule of Investment       HTML    243K 
                Securities) (Details)                                            
53: R56         Investment Securities (Schedule of Investment       HTML    189K 
                Securities in an Unrealized Loss Position)                       
                (Details)                                                        
29: R57         Investment Securities (Schedule of Amortized Cost   HTML    265K 
                and Fair Value of Available for Sale Debt                        
                Securities by Contractual Date) (Details)                        
114: R58         Investment Securities (Schedule of Proceeds of      HTML     42K  
                Sale of Securities Available for Sale) (Details)                 
68: R59         Collateralized Transactions (Narrative) (Details)   HTML     46K 
94: R60         Collateralized Transactions (Balance Sheet          HTML    119K 
                Offsetting) (Details)                                            
44: R61         Collateralized Transactions (Financial Instruments  HTML     54K 
                Owned That Have Been Loaned Or Pledged To                        
                Counterparties) (Details)                                        
47: R62         Collateralized Transactions (Cash And Securities    HTML     44K 
                Deposited With Clearing Organizations Or                         
                Segregated Under Federal And Other Regulations Or                
                Requirements) (Details)                                          
102: R63         Variable Interest Entities and Securitization       HTML     74K  
                Activities (Narrative) (Details)                                 
98: R64         Variable Interest Entities and Securitization       HTML     57K 
                Activities (Consolidated VIEs) (Details)                         
71: R65         Variable Interest Entities and Securitization       HTML    182K 
                Activities (Non-Consolidated VIEs) (Details)                     
100: R66         Variable Interest Entities and Securitization       HTML    133K  
                Activities (Transfers of Assets with Continuing                  
                Involvement 1) (Details)                                         
43: R67         Variable Interest Entities and Securitization       HTML    119K 
                Activities (Transfers of Assets with Continuing                  
                Involvement 2) (Details)                                         
76: R68         Variable Interest Entities and Securitization       HTML     56K 
                Activities (Failed Sales) (Details)                              
116: R69         Variable Interest Entities and Securitization       HTML     38K  
                Activities (Mortgage Servicing Activities)                       
                (Details)                                                        
20: R70         Loans and Allowance for Loan Losses (Outstanding    HTML    175K 
                Loans and Credit Quality) (Details)                              
35: R71         Loans and Allowance for Loan Losses (Impaired       HTML    104K 
                Loans) (Details)                                                 
62: R72         Loans and Allowance for Loan Losses (Loans and      HTML    232K 
                Lending-related Commitments) (Details)                           
27: R73         Loans and Allowance for Loan Losses (Employee       HTML     52K 
                Loans) (Details)                                                 
119: R74         Deposits (Details)                                  HTML     74K  
39: R75         Long-Term Borrowings and Other Secured Financings   HTML     43K 
                (Other Narratives) (Details)                                     
30: R76         Long-Term Borrowings and Other Secured Financings   HTML     52K 
                (Long-term Borrowings) (Details)                                 
34: R77         Long-Term Borrowings and Other Secured Financings   HTML     49K 
                (Other Secured Financings) (Details)                             
22: R78         Derivative Instruments and Hedging Activities       HTML     79K 
                (Other Disclosures) (Details)                                    
26: R79         Derivative Instruments and Hedging Activities       HTML    144K 
                (Components of Derivative Products) (Details)                    
85: R80         Derivative Instruments and Hedging Activities       HTML    109K 
                (Fair Value of OTC Derivatives in a Gain Position)               
                (Details)                                                        
32: R81         Derivative Instruments and Hedging Activities       HTML    446K 
                (Fair Value of Derivative Instruments Designated                 
                and Not Designated as Accounting Hedges by Type of               
                Derivative Contract on a Gross Basis) (Details)                  
115: R82         Derivative Instruments and Hedging Activities       HTML     78K  
                (Gains or Losses on Derivative Instruments,                      
                Related Hedge Items and Hedge Ineffectiveness)                   
                (Details)                                                        
59: R83         Derivative Instruments and Hedging Activities       HTML    301K 
                (Notional and Fair Value of Protection Sold and                  
                Purchased through Credit Default Swaps) (Details)                
92: R84         Commitments, Guarantees and Contingencies           HTML    131K 
                (Narrative - Contingencies) (Details)                            
99: R85         Commitments, Guarantees and Contingencies           HTML    107K 
                (Commitments) (Details)                                          
31: R86         Commitments, Guarantees and Contingencies           HTML    143K 
                (Obligations under Guarantee Arrangements)                       
                (Details)                                                        
33: R87         Regulatory Requirements (Narrative) (Details)       HTML     55K 
112: R88         Regulatory Requirements (Capital Measures)          HTML     85K  
                (Details)                                                        
28: R89         Regulatory Requirements (Significant U.S. Bank      HTML    125K 
                Operating Subsidiaries' Capital) (Details)                       
86: R90         Total Equity (Narrative) (Details)                  HTML     49K 
82: R91         Total Equity (Preferred Stock Outstanding)          HTML     78K 
                (Details)                                                        
103: R92         Total Equity (Preferred Stock) (Details)            HTML     89K  
81: R93         Total Equity (Components of Accumulated Other       HTML     82K 
                Comprehensive Income (Loss)) (Details)                           
67: R94         Earnings Per Common Share (Calculation of Basic     HTML    129K 
                and Diluted EPS) (Details)                                       
108: R95         Earnings Per Common Share (Antidilutive Securities  HTML     45K  
                Excluded from the Computation of Diluted EPS)                    
                (Details)                                                        
65: R96         Interest Income and Interest Expense (Details)      HTML     82K 
40: R97         Employee Benefit Plans (Net Periodic Benefit        HTML     56K 
                Expense) (Details)                                               
74: R98         Income Taxes (Reconciliation of the Provision for   HTML     42K 
                (Benefit from) Income Taxes and the U.S. Federal                 
                Statutory Income Tax Rate) (Details)                             
69: R99         Segment and Geographic Information (Selected        HTML    171K 
                Financial Information by Segments) (Details)                     
52: R100        Segment and Geographic Information (Assets by       HTML     48K 
                Segments) (Details)                                              
123: R101        Segment and Geographic Information (Net Revenues    HTML     47K  
                by Geographic Information) (Details)                             
101: R102        Equity Method Investments (Narratives) (Details)    HTML     51K  
80: R103        Equity Method Investments (Investees) (Details)     HTML     39K 
23: R104        Subsequent Events (Details)                         HTML     70K 
118: XML         IDEA XML File -- Filing Summary                      XML    197K  
19: EXCEL       IDEA Workbook of Financial Reports                  XLSX    590K 
48: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   7.12M 
10: EX-101.INS  XBRL Instance -- ms-20150331                         XML  13.60M 
12: EX-101.CAL  XBRL Calculations -- ms-20150331_cal                 XML    597K 
13: EX-101.DEF  XBRL Definitions -- ms-20150331_def                  XML   3.62M 
14: EX-101.LAB  XBRL Labels -- ms-20150331_lab                       XML   6.55M 
15: EX-101.PRE  XBRL Presentations -- ms-20150331_pre                XML   4.58M 
11: EX-101.SCH  XBRL Schema -- ms-20150331                           XSD    679K 
121: ZIP         XBRL Zipped Folder -- 0001193125-15-169056-xbrl      Zip    780K  


‘EX-10.1’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.1  

Exhibit 10.1

Strictly Private and Confidential

Addressee Only

Colm Kelleher

c/o Morgan Stanley

January 5, 2015

Dear Colm

CHANGE IN TERMS AND CONDITIONS OF EMPLOYMENT

Morgan Stanley will need to comply with recent changes in remuneration regulations that require the ability to claw back amounts of variable incentive compensation vested, paid or distributed to Code Staff for at least seven years from the date of the award.

Given the significance of this requirement, Morgan Stanley has adopted a new Code Staff Clawback Policy (such policy, as may be amended from time to time, the “Policy”) detailing the compensation subject to the Policy, the period during which the Policy applies, the circumstances under which clawback applies and the methods by which clawback may be effected. The Policy will apply to all variable incentive compensation awarded to Code Staff on or after 1 January 2015.

As Code Staff, your future awards of variable incentive compensation will be covered by the Policy. The Policy then in effect will be made available to you at the time that any variable incentive compensation is awarded to you. The Policy is in addition to existing regulatory requirements and cancellation and clawback rules under the governing award terms of Morgan Stanley’s deferred compensation plans (the “Award Terms”) and shall be incorporated into the Award Terms for covered variable incentive compensation.

For purposes of this letter and the Policy, use of the term “claw back” or “clawback” with respect to variable incentive compensation refers to the repayment, recapture or recovery of such compensation as described in the Policy. Any variable incentive compensation awarded to you on or after 1 January 2015 may be subject to adjustment or cancellation before vesting, payment or distribution (in accordance with the Award Terms) and to clawback after vesting, payment or distribution (in accordance with the Award Terms and the Policy).

As a minimum, your variable incentive compensation will be subject to clawback under the Policy if Morgan Stanley determines in its sole discretion that:

 

  You:

 

  (i) participated in or were responsible for conduct that resulted in significant losses to Morgan Stanley; and/or


  (ii) failed to meet appropriate standards of fitness and propriety;

and/or

 

  (iii) there is reasonable evidence of misbehaviour or material error by you; and/or

 

  Morgan Stanley or the relevant business unit has suffered a material failure of risk management.

In addition, you will continue to be subject to all applicable Award Terms.

As a minimum, clawback under the Policy may be effected by:

 

  requiring you to make a cash repayment to Morgan Stanley of an amount of variable incentive compensation that was previously paid to you; and/or

 

  requiring you to transfer to Morgan Stanley shares previously distributed to you in respect of any equity-based variable incentive compensation award; and/or

 

  requiring you to pay Morgan Stanley an amount equal to the value of Morgan Stanley shares previously distributed to you in respect of any equity-based variable incentive compensation award; and/or

 

  Morgan Stanley withholding or offsetting in such amounts as determined by Morgan Stanley from or against any vesting, payment or distribution (including base salary, allowances and/or bonus payments) or any other award (including deferred variable incentive compensation awards) to which you may be entitled in connection with your employment with Morgan Stanley, subject to the limitations imposed under applicable tax regulations and rules.

Please sign the enclosed copy of this letter to confirm that you have read this letter and agree with its terms. The signed letter should be returned to Katy Kitsell in Human Resources. Variable incentive compensation for future performance years will not be awarded unless Morgan Stanley has received a signed copy of this letter from you.

 

Yours sincerely

/s/ Andrew Trapnell

Andrew Trapnell
Human Resources

I acknowledge receipt of this letter and confirm that I understand I am bound by its terms.

 

/s/ Colm Kelleher

Colm Kelleher Date: January 5, 2015

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:5/4/15424B2,  FWP
For Period end:3/31/1513F-HR,  424B2,  FWP
1/5/15FWP
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/22/24  Morgan Stanley                    10-K       12/31/23  224:45M
 2/24/23  Morgan Stanley                    10-K       12/31/22  227:50M
 2/24/22  Morgan Stanley                    10-K       12/31/21  225:51M
 2/26/21  Morgan Stanley                    10-K       12/31/20  225:50M
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Filing Submission 0001193125-15-169056   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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