Morgan Stanley 2010 Annual Report Download - page 270

Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
Equity Compensation Plan Information. The following table provides information about stock options
outstanding and shares of common stock available for future awards under all of the Company’s equity
compensation plans as of December 31, 2010. The Company has not made any grants of common stock outside
of its equity compensation plans.
(a) (b) (c)
Plan Category
Number of securities to be issued
upon exercise of
outstanding options, warrants
and rights
Weighted-average exercise
price of outstanding options,
warrants and rights
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in column (a))
Equity compensation plans
approved by security
holders ................ 67,024,871 $50.3544 102,294,893(1)
Equity compensation plans
not approved by security
holders ................ — — 2,525,626(2)
Total .................... 67,024,871 $50.3544 104,820,519(3)
(1) Includes the following:
(a) 39,201,616 shares available under the Employee Stock Purchase Plan (“ESPP”). Pursuant to this plan, which is qualified under
Section 423 of the Internal Revenue Code, eligible employees may purchase shares of common stock at a discount to market price
through regular payroll deduction. The Compensation, Management Development and Succession Committee (“CMDS
Committee”) approved the discontinuation of the ESPP, effective June 1, 2009, such that no further contributions to the plan will be
permitted following such date, until such time as the CMDS Committee determines to recommence contributions under the plan.
(b) 52,299,480 shares available under the 2007 Equity Incentive Compensation Plan (“EICP”). Awards may consist of stock options,
stock appreciation rights, restricted stock, restricted stock units to be settled by the delivery of shares of common stock (or the value
thereof), performance-based units, other awards that are valued by reference to or otherwise based on the fair market value of
common stock, and other equity-based or equity-related awards approved by the CMDS Committee.
(c) 10,144,473 shares available under the Employee Equity Accumulation Plan (“EEAP”), which includes 586,711 shares available for
awards of restricted stock and restricted stock units. Awards may consist of stock options, stock appreciation rights, restricted stock,
restricted stock units to be settled by the delivery of shares of common stock (or the value thereof), other awards that are valued by
reference to or otherwise based on the fair market value of common stock, and other equity-based or equity-related awards approved
by the CMDS Committee.
(d) 354,757 shares available under the Tax Deferred Equity Participation Plan (“TDEPP”). Awards consist of restricted stock units
which are settled by the delivery of shares of common stock.
(e) 294,568 shares available under the Directors’ Equity Capital Accumulation Plan (“DECAP”). This plan provides for periodic
awards of shares of common stock and stock units to non-employee directors and also allows non-employee directors to defer the
fees they earn from services as a director in the form of stock units.
(2) 22,957 shares available under the Branch Manager Compensation Plan (“BMCP”), 13,239 shares available under the Financial Advisor
and Investment Representative Compensation Plan (“FAIRCP”), and 2,489,430 shares available under the Morgan Stanley 2009
Replacement Equity Incentive Compensation Plan for Morgan Stanley Smith Barney Employees (“REICP”). The material features of
these plans are described below.
(3) As of December 31, 2010, approximately 63 million shares were available under the Company’s plans that can be used for the purpose of
granting annual employee equity awards (EICP, EEAP, TDEPP, BMCP and FAIRCP). Approximately 42 million shares were granted in
January 2011 as part of 2010 employee incentive compensation (which, for the PSUs granted to senior executives, reflects the grant of
the target number of units, although the senior executive may ultimately earn up to two times the target number, or nothing, based on the
Company’s performance over the three-year performance period).
The material features of the Company’s equity compensation plans that have not been approved by shareholders
under SEC rules (BMCP, FAIRCP and REICP) are described below. The following descriptions do not purport to
be complete and are qualified in their entirety by reference to the plan documents. All plans through which
awards may currently be granted are included as exhibits to this report.
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