Morgan Stanley at Work Stock Plan Participant Account Addendum
This Addendum to the E*TRADE from Morgan Stanley Client Agreement for Self-Directed Accounts (“Self-Directed Account Agreement”) relates to the brokerage account (“Brokerage Account”) established for me by Morgan Stanley Smith Barney LLC (“MSSB”) for the purpose of depositing shares resulting from grants of awards pursuant to an equity compensation plan(s) (“Stock Plan Shares”) made available to me by the plan sponsor (the “Company”) and administered by an affiliate of MSSB (“Stock Plan Administrator”) and any cash proceeds resulting from the sale of Stock Plan Shares (“Stock Plan Proceeds,” together with Stock Plan Shares, “Stock Plan Assets”). As to my Stock Plan Assets, I hereby give notice to the Company, the Stock Plan Administrator, and MSSB as follows.

Transaction Authorization

MSSB is authorized to open a Brokerage Account, which shall be governed by the Self-Directed Account Agreement and this Addendum, and to act on my instructions regarding Stock Plan Assets. Any transactions in Stock Plan Assets will be effected by MSSB as agent. I understand that my instructions to MSSB are irrevocable, except in the case of an unexecuted limit order, which I may cancel. The Company is authorized to rely without further investigation on this authorization as conclusive evidence of my irrevocable instruction to sell or make an election regarding my Stock Plan Assets in accordance with, and subject to, the terms, provisions, and conditions of the Company’s Stock Plan and any related grant documents and applicable rules, laws, and regulations.

I acknowledge that the Company may, through the Stock Plan Administrator and with or without prior notice and from time to time, impose limitations and restrictions on the sale and transfer of Stock Plan Assets, and I understand that MSSB will impose such limitations on request of the Company through the Stock Plan Administrator. I understand that I may be subject to such limitations and restrictions for as long as my Stock Plan Assets remain in the Brokerage Account. I acknowledge that the Company, through the Stock Plan Administrator, may instruct MSSB with respect to certain elections and transactions in the Brokerage Account relating to the Stock Plan Assets and that MSSB may act on such instructions, even in the absence of instructions from me and even if such instructions contravene instructions from me regarding Stock Plan Assets.

I understand and agree that MSSB will not be responsible for any sale, transfers, distributions, payments, or other transactions in the Brokerage Account relating to the Stock Plan Assets made at the direction of the Company, through the Stock Plan Administrator, even if that instruction contravenes an instruction provided by me. Further, I acknowledge that MSSB will not clear or settle any transaction for me if sufficient funds or securities, as necessary, are not maintained in an account with MSSB or if I have not made other arrangements for settlement that are satisfactory to MSSB.

MSSB does not guarantee settlement and therefore reserves the right to reverse transaction settlement entries in the event of a settlement failure at any time. MSSB may, at its discretion and without notice to me, decline, cancel, or reverse my orders or instructions or place trading, disbursement, or other restrictions on the Stock Plan Account.

MSSB is authorized to provide the Stock Plan Administrator and the Company with information about activities and transactions occurring in my Brokerage Account relating to the Stock Plan Assets, including, without limitation, tax payment or other elections, order placement, sales and sale price, and other information reasonably requested or customarily delivered to Stock Plan sponsors. I understand and agree that this is a condition of my being able to maintain my Brokerage Account.

Plan Compliance

By signing this Addendum, I agree to comply with the terms, provisions, and conditions of the Stock Plan, the respective grant documents applicable to me, and any applicable rules, laws, and regulations.

I understand and agree that it is my sole responsibility to determine and comply with any procedures established by the Company for the sale of, or elections regarding, Stock Plan Assets. I further agree to not hold MSSB or its affiliates liable for any losses, including but not limited to special, indirect, incidental, or consequential damages or losses; lost profits; and trading losses, costs, or expenses, including legal fees (“Losses”), that I incur as the result of my failure to follow any procedures established by the Company with respect to the issuance of Stock Plan Shares and elections regarding Stock Plan Assets.

I understand and agree that any information regarding the Stock Plan and the Stock Plan Assets (for example, regarding trading or other restrictions, tax payment methods, tax treatment, and any other terms, provisions, and conditions of the Stock Plan and grant documents) may be provided to MSSB by the Stock Plan Administrator. The Company is solely responsible for the accuracy and completeness of the information. MSSB and its affiliates are entitled to rely on such information provided by the Company and have no independent duty to verify or contradict its accuracy or completeness. I further agree that neither MSSB nor its affiliates are liable for any Losses that I incur as the result of information provided to MSSB and its affiliates by the Company, even if the information affects my ability to sell or make any election regarding Stock Plan Assets; effect any transfers, distributions, payments, elections, or other transactions in the Brokerage Account relating to the Stock Plan Assets; or receive proceeds from any transaction regarding the Stock Plan Assets.

Special Handling Trade Service

I understand and agree that for certain stock plan events, including but not limited to the deposit of employee stock purchase plan shares and the release of shares resulting from restricted stock grants, my order may be aggregated as one order with other orders associated with the same stock plan event at the direction of the Company, through the Stock Plan Administrator; in such case, I will receive an average price based on the entire order execution so that MSSB will be able to provide non-preferential pricing to all orders placed at the time of the stock plan event. I understand that regardless of any Company instructions to MSSB, certain orders, including orders aggregated at the Company’s direction, may, at MSSB’s discretion, be subject to manual review for risk, regulatory, and other reasons, which may cause delays (extending over multiple days) in the execution of my orders or cause my orders to be executed at prices that are significantly different from the quoted prices provided at order entry.

General Restrictions Applicable to the Brokerage Account

I understand that MSSB may at any time, at its discretion and without notice to me, decline, cancel, or reverse my orders or instructions or place trading, disbursement, or other restrictions on the Brokerage Account. MSSB may restrict any of the assets in the Brokerage Account, if necessary, to comply with a subpoena, court order, rule, law, regulation, or other similar requirement or request or to protect either my interests or the interests of MSSB or its affiliates.

Restricted Securities

I acknowledge that if I am an employee or an “affiliate” of the issuer of a security, any transactions in that security may be governed by the insider trading policy of the issuer of that security. I agree to comply with such policy and all applicable rules, laws, and regulations, including but not limited to those pertaining to insider trading. For MSSB to accept orders with respect to securities in the Brokerage Account, I represent that, unless I notify MSSB otherwise, such securities or transactions are not subject to the rules, laws, and regulations regarding “restricted” and “control” securities. I understand that if I engage in transactions that are subject to any special conditions under applicable rules, laws, and regulations, those transactions may be delayed or canceled pending fulfillment of any such conditions.

Additional Representations

I acknowledge that the Brokerage Account, as a self-directed brokerage account, may hold certain assets in addition to Stock Plan Shares. I further acknowledge that I have received, read, and agree to be bound by the terms and conditions as currently set forth in the Self-Directed Account Agreement and as amended from time to time. In the event of any conflict or inconsistency between the provisions of the Self-Directed Account Agreement and this Addendum to the extent the subject matter is covered by the Self-Directed Account Agreement and does not relate specifically to the Stock Plan Assets, the provisions of the Self-Directed Account Agreement shall control and govern.

I acknowledge that the services provided pursuant to this Addendum are being provided to me as a result of an agreement between the Company and the Stock Plan Administrator, an affiliate of MSSB. In the event that that agreement is terminated, I agree that the services provided in connection with the Stock Plan Assets in my Brokerage Account may be terminated without any prior notice to me. I further agree that the Brokerage Account will remain open while that agreement is in place, and I am participating in a Company Stock Plan administered by the Stock Plan Administrator, subject to the terms of the Self-Directed Account Agreement.

I ACKNOWLEDGE THAT MSSB DOES NOT PROVIDE INVESTMENT, LEGAL, ACCOUNTING, OR TAX ADVICE GENERALLY AND WILL NOT PROVIDE RECOMMENDATIONS WITH REGARD TO THE BROKERAGE ACCOUNT.

I understand that MSSB and its affiliates will rely on the above representations in conjunction with any sale or election regarding my Stock Plan Assets and that I may be held liable for any Losses that result from any representations that prove to be inaccurate.

Any amendment, supplement, or rescission of this Morgan Stanley at Work Stock Plan Participant Account Addendum will be posted to etrade.com when made, and such posting shall constitute proper notice to you. If you continue to maintain your Brokerage Account with MSSB after such notice, you will be deemed to have accepted such changes and will be legally bound by such amended or supplemented terms and conditions.

Important Information About Procedures for Activating a New Account

To help the government fight the funding of terrorism and money-laundering activities, the USA PATRIOT Act requires that all financial institutions obtain, verify, and record information that identifies each person who activates an account.
I UNDERSTAND THAT THIS ACCOUNT IS GOVERNED BY A PREDISPUTE ARBITRATION CLAUSE. I ACKNOWLEDGE THAT I HAVE RECEIVED AND READ A COPY OF THE SELF-DIRECTED ACCOUNT AGREEMENT [available at etrade.com/msclientagree or by calling Customer Service], WHICH CONTAINS A PREDISPUTE ARBITRATION AGREEMENT AT SECTION 12.