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6
Delaware. In addition to the terms and conditions set forth in this Agreement and the Award Summary, the PSUs are subject to
the terms and conditions of the Plan, which are hereby incorporated by reference.
Any and all disputes arising under or out of this Agreement, including without limitation any issues involving the
enforcement or interpretation of any of the provisions of this Agreement, shall be resolved by the commencement of an appropriate
action in the state or federal courts located within the County of Pinellas, State of Florida, which shall be the exclusive jurisdiction
for the resolution of any such disputes. The Grantee hereby agrees and consents to the personal jurisdiction of said courts over
the Grantee for purposes of the resolution of any and all such disputes.
16. Severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any
other provision of this Agreement.
17. Conflicts and Interpretation
Except as set forth in the last sentence of Section 1(a) above, in the event of any conflict between this Agreement and
the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is
silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Committee has the power,
among others, to (i) interpret the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan, and (iii) make
all other determinations deemed necessary or advisable for the administration of the Plan.
In the event of any (i) conflict between the Award Summary (or any information posted on the Morgan Stanley Stock
Plan Connect System of any successor System) and this Agreement, the Plan and/or the books and records of the Company, or (ii)
ambiguity in the Award Summary (or any information posted on the Morgan Stanley Stock Plan Connect System), this Agreement,
the Plan and/or the books and records of the Company, as applicable, shall control.
18. Amendment
The Company may modify, amend or waive the terms of the Award, prospectively or retroactively, but no such
modification, amendment or waiver shall impair the rights of the Grantee without his or her consent, except as required by applicable
law, NASDAQ or stock exchange rules, tax rules or accounting rules. The waiver by either party of compliance with any provision
of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent
breach by such party of a provision of this Agreement.
19. Headings
The headings of paragraphs herein are included solely for convenience of reference and shall not affect the meaning or
interpretation of any of the provisions of this Agreement.
20. Counterparts
This Agreement may be executed in counterparts, which together shall constitute one and the same original.
21. Data Protection
The Grantee authorizes the release from time to time to the Company (and any of its subsidiaries or affiliated companies)
and to the Agent (together, the “Relevant Companies”) of any and all personal or professional data that is necessary or desirable
for the administration of the Plan and/or this Agreement (the “Relevant Information”). Without limiting the above, Grantee permits
his or her employing company to collect, process, register and transfer to the Relevant Companies all Relevant Information
(including any professional and personal data that may be useful or necessary for the purposes of the administration of the Plan
and/or this Agreement and/or to implement or structure any further grants of equity awards (if any)). Grantee hereby authorizes
the Relevant Information to be transferred to any jurisdiction in which the Company, his or her employing company or the Agent
considers appropriate. Grantee shall have access to, and the right to change, the Relevant Information. Relevant Information will
only be used in accordance with applicable law.
22. Section 409A
The Parties agree that this Agreement shall be interpreted and administered in a manner so that any amount or benefit
payable hereunder shall be paid or provided in a manner that is exempt from, or, if that is not possible, then compliant with the