Specified Employee Contract Clauses (134)

Specified Employee. Notwithstanding any other provision of this Award Agreement to the contrary, if the Participant is a "specified employee" as determined by the Company in accordance with its established policy, any settlement of Awards described in this Award Agreement which would be a payment of deferred compensation within the meaning of Section 409A of the Code with respect to the Participant as a result of the Participant's "separation from service" as defined under Section 409A of the Code (other than as a... result of death) and which would otherwise be paid within six months of the Participant's separation from service shall be payable on the date that is one day after the earlier of (i) the date that is six months after the Participant's separation from service or (ii) the date that otherwise complies with the requirements of Section 409A of the Code. In addition, notwithstanding any provision of the Plan or this Award Agreement to the contrary, any settlement of this Award which would be a payment of deferred compensation within the meaning of Section 409A of the Code with respect to the Participant and is a settlement as a result of the Participant's separation from service in connection with a Change in Control, the term "Change in Control" under the Plan shall mean a change in ownership or change in effective control for purposes of Section 409A of the Code. The payment of Award amounts under this Award Agreement described herein is hereby designated as a "separate payment" for purposes of Section 409A of the Code. View More

Specified Employee. Notwithstanding any other provision of this Award Agreement to the contrary, if the Grantee is a "specified employee" as determined by the Company in accordance with its established policy, any settlement of Awards under this Award Agreement that would be a payment of deferred compensation within the meaning of Section 409A of the Code with respect to the Grantee as a result of the Grantee's "separation from service" as defined under Section 409A of the Code (other than as a result of death)... and that would otherwise be paid within six months of the Grantee's separation from service shall be payable on the date that is one day after the earlier of (i) the date that is six months after the Grantee's separation from service, or (ii) the date that otherwise complies with the requirements of Section 409A of the Code. The payment of amounts under this Award Agreement described herein is hereby designated as a "separate payment" for purposes of Section 409A of the Code. 4 8. Taxes. Pursuant to the applicable provisions of the Plan, the Company or its designated representative shall have the right to withhold applicable taxes from the payment otherwise payable to the Grantee, or from other compensation payable to the Grantee (to the extent consistent with Section 409A of the Code), at the time of the delivery of such cash payment. View More

Specified Employee. Notwithstanding any other terms of this Award Certificate, if Morgan Stanley considers you to be one of its "specified employees" as defined in Section 409A at the time of your Separation from Service, any conversion of your LTIP Award and payment of your accrued dividend equivalents that otherwise would occur upon your Separation from Service (including, without limitation, any performance stock units whose conversion was delayed due to Section 162(m) of the Internal Revenue Code, as provided... in Section 4) will be delayed until the first business day following the date that is six months after your Separation from Service; provided, however, that in the event that your death, your Governmental Service Termination or your employment at a Governmental Employer following your termination of employment with the Firm under circumstances set forth in Section 8(b) occurs at any time after the Date of the Award, conversion and payment will be made in accordance with Section 6 or 8, as applicable. View More

Specified Employee. Notwithstanding anything herein to the contrary, if an obligation under this Agreement arises on account of Executive's separation from service while Executive is a specified employee, within the meaning of Section 409A of the Code that is a payment of "deferred compensation" (as defined under treasury regulation section 1.409A-1(b)(1), after giving effect to the exemptions in treasury regulation sections 1.409A-1(b)(3) through (b)(12)) and is scheduled to be paid within six (6) months after... such separation from service, the applicable amount be accumulated and deferred without interest, and shall be paid on the first day of the seventh month following the date of such separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of the Executive's estate following his death. View More