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Morgan Stanley – ‘10-Q’ for 9/30/14 – ‘EX-10.1’

On:  Tuesday, 11/4/14, at 4:10pm ET   ·   For:  9/30/14   ·   Accession #:  1193125-14-396227   ·   File #:  1-11758

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

11/04/14  Morgan Stanley                    10-Q        9/30/14  122:46M                                    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   4.01M 
 2: EX-10.1     Material Contract                                   HTML     42K 
 3: EX-10.2     Material Contract                                   HTML     40K 
 4: EX-12       Statement re: Computation of Ratios                 HTML     64K 
 5: EX-15       Letter re: Unaudited Interim Financial Information  HTML     44K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     42K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     42K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     37K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     37K 
83: R1          Document and Entity Information                     HTML     64K 
63: R2          Consolidated Statements of Financial Condition      HTML    172K 
78: R3          Consolidated Statements of Financial Condition      HTML    105K 
                (Parenthetical)                                                  
87: R4          Consolidated Statements of Income                   HTML    175K 
111: R5          Consolidated Statements of Comprehensive Income     HTML     89K  
66: R6          Consolidated Statements of Cash Flows               HTML    177K 
77: R7          Consolidated Statements of Changes in Total Equity  HTML     75K 
57: R8          Introduction and Basis of Presentation              HTML     75K 
46: R9          Significant Accounting Policies                     HTML     60K 
113: R10         Wealth Management JV                                HTML     49K  
89: R11         Fair Value Disclosures                              HTML   1.33M 
88: R12         Available for Sale Securities                       HTML    254K 
95: R13         Collateralized Transactions                         HTML    108K 
96: R14         Variable Interest Entities and Securitization       HTML    300K 
                Activities                                                       
93: R15         Loans and Allowance for Loan Losses                 HTML    290K 
97: R16         Long-Term Borrowings and Other Secured Financings   HTML     58K 
79: R17         Derivative Instruments and Hedging Activities       HTML    595K 
84: R18         Commitments, Guarantees and Contingencies           HTML    176K 
91: R19         Regulatory Requirements                             HTML    129K 
121: R20         Total Equity                                        HTML    154K  
106: R21         Earnings Per Common Share                           HTML    107K  
72: R22         Interest Income and Interest Expense                HTML     75K 
90: R23         Employee Benefit Plans                              HTML     55K 
75: R24         Income Taxes                                        HTML     55K 
36: R25         Segment and Geographic Information                  HTML    232K 
107: R26         Equity Method Investments                           HTML     53K  
117: R27         Subsequent Events                                   HTML     48K  
51: R28         Significant Accounting Policies (Policies)          HTML     63K 
50: R29         Fair Value Disclosures (Tables)                     HTML   1.29M 
55: R30         Available for Sale Securities (Tables)              HTML    243K 
56: R31         Collateralized Transactions (Tables)                HTML     94K 
58: R32         Variable Interest Entities and Securitization       HTML    254K 
                Activities (Tables)                                              
24: R33         Loans and Allowance for Loan Losses (Tables)        HTML    269K 
104: R34         Long-Term Borrowings and Other Secured Financings   HTML     52K  
                (Tables)                                                         
70: R35         Derivative Instruments and Hedging Activities       HTML    549K 
                (Tables)                                                         
73: R36         Commitments, Guarantees and Contingencies (Tables)  HTML    106K 
41: R37         Regulatory Requirements (Tables)                    HTML     98K 
120: R38         Total Equity (Tables)                               HTML    120K  
16: R39         Earnings Per Common Share (Tables)                  HTML    105K 
60: R40         Interest Income and Interest Expense (Tables)       HTML     74K 
110: R41         Employee Benefit Plans (Tables)                     HTML     52K  
38: R42         Segment and Geographic Information (Tables)         HTML    226K 
49: R43         Introduction and Basis of Presentation (Details)    HTML     51K 
54: R44         Significant Accounting Policies (Details)           HTML     40K 
64: R45         Wealth Management JV (Details)                      HTML     51K 
23: R46         Fair Value Disclosures (Assets and Liabilities      HTML    271K 
                Measured at Fair Value on a Recurring Basis)                     
                (Details)                                                        
45: R47         Fair Value Disclosures (Changes in Level 3 Assets   HTML    257K 
                and Liabilities Measured at Fair Value on a                      
                Recurring Basis) (Details)                                       
18: R48         Fair Value Disclosures (Quantitative Information    HTML    256K 
                about and Sensitivity of Significant Unobservable                
                Inputs Used in Recurring Level 3 Fair Value                      
                Measurements) (Details)                                          
109: R49         Fair Value Disclosures (Fair Value of Investments   HTML     86K  
                that Calculate Net Asset Value) (Details)                        
37: R50         Fair Value Disclosures (Net Gains (Losses) Due to   HTML     59K 
                Changes in Fair Value for Items Measured at Fair                 
                Value Pursuant to the Fair Value Option Election)                
                (Details)                                                        
105: R51         Fair Value Disclosures (Short-term and Long-term    HTML     43K  
                Borrowings) (Details)                                            
42: R52         Fair Value Disclosures (Gains (Losses) Due to       HTML     39K 
                Changes in Instrument Specific Credit Risk)                      
                (Details)                                                        
61: R53         Fair Value Disclosures (Net Difference between      HTML     48K 
                Contractual Principal Amount and Fair Value)                     
                (Details)                                                        
17: R54         Fair Value Disclosures (Assets Measured at Fair     HTML    104K 
                Value on a Nonrecurring Basis) (Details)                         
21: R55         Fair Value Disclosures (Financial Instruments Not   HTML    124K 
                Carried at FV) (Details)                                         
53: R56         Available for Sale Securities (Schedule of          HTML     79K 
                Available for Sale Securities) (Details)                         
28: R57         Available for Sale Securities (Schedule of          HTML     88K 
                Available for Sale Securities in an Unrealized                   
                Loss Position) (Details)                                         
114: R58         Available for Sale Securities (Schedule of          HTML    115K  
                Amortized Cost and Fair Value of Available for                   
                Sale Debt Securities by Contractual Date)                        
                (Details)                                                        
68: R59         Available for Sale Securities (Schedule of          HTML     41K 
                Proceeds of Sale of Securities Available for Sale)               
                (Details)                                                        
94: R60         Collateralized Transactions (Narrative) (Details)   HTML     44K 
44: R61         Collateralized Transactions (Balance Sheet          HTML    106K 
                Offsetting) (Details)                                            
47: R62         Collateralized Transactions (Financial Instruments  HTML     43K 
                Owned That Have Been Loaned Or Pledged To                        
                Counterparties) (Details)                                        
102: R63         Collateralized Transactions (Cash And Securities    HTML     43K  
                Deposited With Clearing Organizations Or                         
                Segregated Under Federal And Other Regulations Or                
                Requirements) (Details)                                          
98: R64         Variable Interest Entities and Securitization       HTML     57K 
                Activities (Narrative) (Details)                                 
71: R65         Variable Interest Entities and Securitization       HTML     45K 
                Activities (Consolidated VIEs) (Details)                         
100: R66         Variable Interest Entities and Securitization       HTML     95K  
                Activities (Non-Consolidated VIEs) (Details)                     
43: R67         Variable Interest Entities and Securitization       HTML     75K 
                Activities (Transfers of Assets with Continuing                  
                Involvement 1) (Details)                                         
76: R68         Variable Interest Entities and Securitization       HTML     67K 
                Activities (Transfers of Assets with Continuing                  
                Involvement 2) (Details)                                         
116: R69         Variable Interest Entities and Securitization       HTML     44K  
                Activities (Failed Sales) (Details)                              
20: R70         Variable Interest Entities and Securitization       HTML     54K 
                Activities (Mortgage Servicing Activities)                       
                (Details)                                                        
35: R71         Loans and Allowance for Loan Losses (Outstanding    HTML    110K 
                Loans and Credit Quality) (Details)                              
62: R72         Loans and Allowance for Loan Losses (Impaired       HTML     66K 
                Loans) (Details)                                                 
26: R73         Loans and Allowance for Loan Losses (Loans and      HTML    126K 
                Lending-related Commitments) (Details)                           
119: R74         Loans and Allowance for Loan Losses (Employee       HTML     45K  
                Loans) (Details)                                                 
39: R75         Long-Term Borrowings and Other Secured Financings   HTML     42K 
                (Narratives) (Details)                                           
29: R76         Long-Term Borrowings and Other Secured Financings   HTML     50K 
                (Long-term Borrowings) (Details)                                 
34: R77         Long-Term Borrowings and Other Secured Financings   HTML     47K 
                (Other Secured Financings) (Details)                             
22: R78         Derivative Instruments and Hedging Activities       HTML     69K 
                (Other Disclosures) (Details)                                    
25: R79         Derivative Instruments and Hedging Activities       HTML    104K 
                (Components of Derivative Products) (Details)                    
85: R80         Derivative Instruments and Hedging Activities       HTML     66K 
                (Fair Value of OTC Derivatives in a Gain Position)               
                (Details)                                                        
32: R81         Derivative Instruments and Hedging Activities       HTML    210K 
                (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     61K  
                (Gains or Losses on Derivative Instruments,                      
                Related Hedge Items and Hedge Ineffectiveness)                   
                (Details)                                                        
59: R83         Derivative Instruments and Hedging Activities       HTML    129K 
                (Notional and Fair Value of Protection Sold and                  
                Purchased through Credit Default Swaps) (Details)                
92: R84         Commitments, Guarantees and Contingencies           HTML     79K 
                (Narrative) (Details)                                            
99: R85         Commitments, Guarantees and Contingencies           HTML     75K 
                (Commitments) (Details)                                          
31: R86         Commitments, Guarantees and Contingencies           HTML     87K 
                (Obligations under Guarantee Arrangements)                       
                (Details)                                                        
33: R87         Regulatory Requirements (Narrative) (Details)       HTML     49K 
112: R88         Regulatory Requirements (Capital Measures)          HTML     77K  
                (Details)                                                        
27: R89         Regulatory Requirements (Significant U.S. Bank      HTML     72K 
                Operating Subsidiaries' Capital) (Details)                       
86: R90         Total Equity (Narrative) (Details)                  HTML     67K 
82: R91         Total Equity (Preferred Stock) (Details)            HTML     68K 
103: R92         Total Equity (Components of Accumulated Other       HTML     57K  
                Comprehensive Income (Loss)) (Details)                           
81: R93         Earnings Per Common Share (Calculation of Basic     HTML    117K 
                and Diluted EPS) (Details)                                       
67: R94         Earnings Per Common Share (Antidilutive Securities  HTML     40K 
                Excluded from the Computation of Diluted EPS)                    
                (Details)                                                        
108: R95         Interest Income and Interest Expense (Details)      HTML     79K  
65: R96         Employee Benefit Plans (Net Periodic Benefit        HTML     57K 
                Expense) (Details)                                               
40: R97         Income Taxes (Reconciliation of the Provision for   HTML     54K 
                (Benefit from) Income Taxes and the U.S. Federal                 
                Statutory Income Tax Rate) (Details)                             
74: R98         Income Taxes (Investments in Qualified Affordable   HTML     44K 
                Housing Projects) (Details)                                      
69: R99         Segment and Geographic Information (Selected        HTML    141K 
                Financial Information by Segments) (Details)                     
52: R100        Segment and Geographic Information (Assets by       HTML     43K 
                Segments) (Details)                                              
122: R101        Segment and Geographic Information (Net Revenues    HTML     42K  
                by Geographic Area) (Details)                                    
101: R102        Equity Method Investments (Narratives) (Details)    HTML     57K  
80: R103        Subsequent Events (Details)                         HTML     56K 
118: XML         IDEA XML File -- Filing Summary                      XML    196K  
19: EXCEL       IDEA Workbook of Financial Reports                  XLSX    651K 
48: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   8.10M 
10: EX-101.INS  XBRL Instance -- ms-20140930                         XML  16.06M 
12: EX-101.CAL  XBRL Calculations -- ms-20140930_cal                 XML    508K 
13: EX-101.DEF  XBRL Definitions -- ms-20140930_def                  XML   2.97M 
14: EX-101.LAB  XBRL Labels -- ms-20140930_lab                       XML   5.47M 
15: EX-101.PRE  XBRL Presentations -- ms-20140930_pre                XML   3.77M 
11: EX-101.SCH  XBRL Schema -- ms-20140930                           XSD    560K 
30: ZIP         XBRL Zipped Folder -- 0001193125-14-396227-xbrl      Zip    769K 


‘EX-10.1’   —   Material Contract


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



  EX-10.1  

EXHIBIT 10.1

AMENDMENT TO

SUPPLEMENTAL EXECUTIVE RETIREMENT AND EXCESS PLAN

Morgan Stanley & Co. LLC (the “Company”), pursuant to authority granted to it by Morgan Stanley Domestic Holdings, Inc. and Morgan Stanley, hereby amends the Morgan Stanley Supplemental Executive Retirement and Excess Plan (the “SEREP”) as follows:

1. Effective September 30, 2014, a new Appendix F, Freezing of the SEREP, is added to the SEREP as follows:

“APPENDIX F

FREEZING OF THE SEREP

F.1 Intent. It is the intention of the Corporation that the Plan will be frozen after September 30, 2014 as set forth in this Appendix F. This Appendix F also provides (i) certain transitional provisions for individuals near eligibility to participate in the SERP portion of the Plan who remain employed by the Firm until age 55 or whose employment with the Firm is terminated involuntarily before age 55, and (ii) adjustments to protect Plan benefits from erosion (after June 30, 2014) to the extent provided in this Appendix F. Nothing in this Appendix F is intended to alter the timing or form of payment of any Participant’s Benefit.

Except to the extent provided in F.7, the provisions of this Appendix F apply notwithstanding any other provisions in the Plan. In the event of any conflict between the terms of Appendix F and any other Plan provisions, the terms of Appendix F shall govern.

The provisions of this Appendix F shall be interpreted consistently with the Corporation’s intent.

F.2 No New Participants. No individual may become a Participant in the Plan on or after October 1, 2014 except as follows: an individual who otherwise meets the participation requirements for SERP Benefits under Paragraph III of the Plan shall become a Participant who is entitled to a SERP Benefit under F.4 if he or she (i) attains age 55 while actively employed by the Firm, or (ii) is terminated involuntarily by the Firm on or after October 1, 2014 and prior to the date he or she attains age 55 other than for a cancellation event as defined in the Participant’s most recent annual deferred compensation award certificate. Such a Participant is referred to in this Appendix F as a ‘Grandfathered Participant.’

For avoidance of doubt, no individual may first become eligible for an Excess Benefit under the Plan on or after January 1, 2004.


F.3 No New Benefit Accruals. Effective October 1, 2014, no additional benefits may accrue under the Plan (including SERP Benefits and Excess Benefits), except as provided in F.4 below with respect to Grandfathered Participants.

F.4 SERP Benefits for Grandfathered Participants. A Grandfathered Participant who enters the Plan on or after October 1, 2014 pursuant to F.2 above shall be entitled only to the amount of SERP Benefits he or she would have accrued under Paragraph IV of the Plan through September 30, 2014, determined as if he or she had been a Participant in the SERP Benefit portion of the Plan on September 30, 2014. The reduction factors set forth in Paragraph IV.D of the Plan shall apply if such Grandfathered Participant’s SERP Benefit commences before age 60.

F.5 No Additional Future Offsets. No amount described in Paragraph IV.C or Paragraph V.B of the Plan that is accrued on or after July 1, 2014, shall be applied as an offset against any SERP Benefit or Excess Benefit.

F.6 Special Early Retirement Reduction Factors for Excess Benefit. For the avoidance of doubt, in the event a Participant with an Excess Benefit is involuntarily terminated by the Firm on or after October 1, 2014 and prior to the date on which such Participant attains age 55 other than for a cancellation event as defined in the Participant’s most recent annual deferred compensation award certificate, such Participant’s Excess Benefit under the Plan shall be calculated with reference to the early retirement reduction factors set forth in Exhibit A of the Pension Plan, without regard to the special reduction provision for certain Grandfathered MS Participants set forth in Section 4.4(d) of Exhibit A of the Pension Plan.

F.7 Management Committee Members. Notwithstanding the provisions of F.1 through F.6 above, the provisions of Paragraph XIII of the Plan shall supersede any conflicting provisions of this Appendix F, with respect to any individual described in Paragraph XIII of the Plan.”

* * * * * * * * *

IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on its behalf as of this 29th day of September, 2014.

 

MORGAN STANLEY & CO. LLC
By:   /s/ JEFFREY BRODSKY
Title:   Chief Human Resources Officer

 

2


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:11/4/144,  424B2,  FWP
10/1/14424B2,  FWP
For Period end:9/30/1413F-HR,  13F-HR/A,  424B2,  FWP
7/1/144,  424B2,  FWP
6/30/1410-Q,  13F-HR,  3,  4,  4/A,  424B2,  FWP
1/1/04
 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 0001193125-14-396227   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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