Page 10 - 3D Application - A.Israel, J.Fiacco, W.Field

Terms & Conditions of Employment

Annual Compensation

As of your Start Date, your annual base salary for 2020 will be $85,000. Your 2020
annual salary will be pro-rated from your Start Date and paid in semi-monthly in-
stallments (generally on the 15th and the last day of the month, or nearest weekday
preceding these days if they fall on a weekend or bank holiday).

As of your Start Date, you will be enrolled in a training program. During the training
program, your hours of work will fluctuate and your weekly base salary is compen-
sation for all the hours that you may work in a given workweek (apart from premium
pay), regardless of the number of hours that you actually work. You will, however,
also receive premium pay for all time worked in excess of 40 hours in a workweek.
Your regular rate of pay will be $40.86. Your regular rate of pay is calculated by divid-
ing your weekly base salary by 40. Your weekly base salary is calculated by dividing
your annualized base salary by 52. Premium pay is calculated by multiplying your
regular rate of pay by one-half times the number of hours over 40 you worked in
a workweek. In accordance with applicable state law, there may also be additional
circumstances under which you might receive premium pay.

At the conclusion of the training program, you will no longer be eligible to receive
premium pay. For the period following the training program in 2020, your annualized
Total Reward will consist of your annualized base salary of $85,000 and may include a
discretionary pro-rated year-end bonus based on the period of your employment sub-
sequent to the training program. Your discretionary year-end bonus may be payable
partially in cash and partially in the form of deferred incentive compensation under
one of the Firm's compensation plans. Any deferred incentive awards will be subject
to terms and conditions set forth in the applicable award documentation. Your dis-
cretionary 2020 year-end cash bonus will be payable when year-end cash bonuses
are paid to similarly situated employees, and in no event later than March 15, 2021.

Benefits

Most of Morgan Stanley's US employees who work at least 20 hours per week are
eligible for our standard package of employee benefits, including 401(k), medical,
disability and others. If you are eligible, you will receive information from Morgan
Stanley's Benefit Center shortly after your Start Date. If you have questions about
what benefits Morgan Stanley offers, please call HR Services at 1-877-674-7411 or
visit our website at mybenefits.morganstanley.com/new-hires. Nothing in this
letter is a guarantee of any particular benefits for any period of time; Morgan Stanley
may amend or terminate its benefits at any time.

Relocation

You will receive a relocation payment in the amount of $10,000 (the “Relocation Pay-
ment”). The Relocation Payment is payable in the calendar year of your Start Date
and is contingent upon your commencing employment with the Firm and providing the
Firm with a valid social security number prior to the time of payment. The Relocation
Payment will not be considered earned until the two-year anniversary of your Start
Date. In the event you do not commence employment with the Firm after receiving
the Relocation Payment or if you terminate employment or give notice of termina-
tion for any reason or receive notice of termination by Morgan Stanley, other than
for an involuntary termination due to a reduction-in-force/reorganization, following
your training period and prior to the two-year anniversary of your Start Date, you are
required to repay the entire Relocation Payment at the earlier of the time you give or

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