Welcome to the Morgan Stanley GSPS Website (the "Site"). The following Terms and Conditions govern your use of the Site. These Terms and Conditions were last modified in November 2014. These Terms and Conditions are a binding agreement between you and Morgan Stanley Smith Barney LLC. ( Morgan Stanley ). By using or accessing the Site, you accept and agree to be bound by these Terms and Conditions as they relate to the Equity Plan Securities (as defined below) of your Company (the Company ). Your use of the Site is governed by the version of the Terms and Conditions in effect on each date the Site is accessed by you. Morgan Stanley may modify these Terms and Conditions at any time and without prior notice. This Site is not intended to provide personalized investment advice or tax advice to you. 1. Parties. As used here, the term You and Your shall mean you, as a user of the Site. All references to We, Us or Our shall refer to Morgan Stanley Smith Barney LLC., a U.S. registered broker-dealer who operates the Site. The Site is provided by Morgan Stanley and is not intended to be provided to and may not be used by any party in any jurisdiction where the provision or use thereof is contrary to applicable laws, rules or regulations. ( Applicable Law ). 2. Responsibility. We are not responsible for the timeliness, sequence, accuracy, completeness or discontinuation of stock market data obtained by Morgan Stanley from market data providers, for the information contained on the Site and the services you use on the Site, or for any viruses or codes that may disrupt your use of this Site or damage your hardware or software as a result of using this Site, (each a "Malfunction"), except to the extent that we have actual knowledge of such Malfunction and the cause, correction and removal of such Malfunction is within Morgan Stanley's reasonable control and we have failed to correct or remove such Malfunction from the Site within a reasonable time. Morgan Stanley is not responsible for any price or other investment assumptions you may make when using any Calculator" or Modeling Tool feature on the Site, and there can be no assurance that any assumptions you make can actually be achieved. 3. Unauthorized Uses. Because all servers have limited capacity and may be used by many people, do not use the Site in any manner that could damage or overburden any Morgan Stanley server. Do not use the Site in any manner that would interfere with any other party s use of the Site. 4. Additional Terms. We may terminate your access to the Site for any reason, without prior notice at any time. We may discontinue or change at any time any of the services available through the Site. You may not use this Site to exercise your Options, or sell shares of Company stock resulting from each such exercise, or sell shares of vested restricted stock if you are: a permanent resident of any non-u.s. jurisdiction listed in the U.S. Treasury s OFAC website at www.treasury.gov; A ten percent shareholder of the Company's stock, or a director or an "executive officer" of the Company for BA 3.0 Page 1
purposes of Section 16 of the Securities Exchange Act of 1934 and the rules thereunder; or an "affiliate" of the Company for purposes of Rule 144 of the Securities and Exchange Commission. 5. Timeliness of Content. All content on the Site is presented only as of the date published or indicated and may be superseded by subsequent market events or for other reasons. You are responsible for setting the cache settings on your browser to ensure you are receiving the most recent data. 6. Responsibility for Use of Passwords. You agree to maintain the confidentiality of the User Name, Password and Voice PIN that we have assigned to you and to notify Morgan Stanley in the event your User Name, Password and Voice PIN are lost or stolen, or you become aware of an unauthorized use or transfer of your User Name, Password and Voice PIN. We will not be financially responsible for any costs or damages to you caused by the loss, theft or the unauthorized use or transfer of your User Name, Password and Voice PIN, unless such loss, theft or unauthorized use is directly and proximately caused by our negligence, bad faith or willful misconduct. 7. Use of E-mail or Instant Messaging. You agree not to use the e-mail facility on this Site or any other e-mail facility or any Instant Messaging tool (collectively "E-mail") to transmit personal credit or financial information to us, to change your User Name, Password and Voice PIN, to authorize the transfer of funds or to give Morgan Stanley time-sensitive instructions. You also agree that we will not be liable for any delays or financial losses that result from or relate to any E-mail message that you send to us for an unauthorized purpose. 8. DISCLAIMER OF WARRANTIES. Morgan Stanley expressly disclaims all express and implied warranties with respect to this Site, including warranties of merchantability and fitness for a particular purpose and error-free and uninterrupted services. 9. Your Indemnification Obligations: You agree to indemnify and hold us harmless for any claims, losses or expenses (including legal fees) incurred as a result of your failure to comply with these Terms and Conditions or for an unauthorized use of this Site. You also agree that under no circumstances will we be responsible for consequential, incidental, special or punitive damages (even if such damages could reasonably be foreseen), or for any loss caused by events not within our control. 10. Third Party Beneficiaries. We require permission from each of the national securities exchanges and the national securities association for the over-the-counter securities markets ("Securities Markets") to make available to you market data relating to securities ("Affected Securities") that are listed on such Securities Markets. In this context, market data includes last sale prices and bid and asked quotations. In connection with obtaining such permission, you understand and agree that these Terms and Conditions confer third-party beneficiary status on each of the Securities Markets that make available market data relating to Affected Securities. In authorizing us to take BA 3.0 Page 2
any action, or to receive any communication, these Terms and Conditions authorize Morgan Stanley to act on its own behalf and on behalf of the Securities Markets. Each Securities Market may enforce these Terms and Conditions as to market data that it makes available, by legal proceedings or otherwise, against you or any person that obtains and uses market data improperly, unlawfully, or in any other way that these Terms and Conditions do not permit. No act or omission on the part of us and no other defense that might defeat recovery by us against you shall affect the rights of the Securities Markets as third-party beneficiaries under these Terms and Conditions. 11. Authentication Procedures. Collection and use of information about you for pattern recognition and other authentication procedures are part of the log on process for Participants registered to use the site. The process is intended to assess the authenticity of a request by registered users to access, transact business through, or otherwise use the site. A combination of multiple authentication elements about you such as your individual and user information, transactional data, session surveillance, device fingerprint, IP information, and pattern recognition may be collected and used by us in a manner that will generally be transparent to you during your sessions on the site. If the authentication elements do not meet our satisfaction at any time as determined by us in our sole discretion, you may be required to pass through additional authentication assessments such as supplying specific answers to challenge questions or other procedures. If you fail the additional authentication assessments, Morgan Stanley has the right to not act upon a transaction or issue any payment following a transaction. We will collect and use information from or about you for such assessments, procedures and other administrative and business reasons as we may determine from time to time. 12. Electronic Delivery. If you enroll in edelivery, you agree to give authorization to discontinue hard-copy delivery of most documents relating to your Morgan Stanley account(s) and begin electronic delivery to the email address you provide as well as receiving any Morgan Stanley communications by E-mail. Documents include but are not limited to account statements, trade confirmations, and all documents that may be added to edelivery, including selected IRS authorized tax documents (such as Form 1099) and general correspondence (collectively "edelivery Documents"). When you enroll in edelivery, you consent to the electronic delivery of all edelivery Documents, however once enrolled you can customize your edelivery. Notwithstanding your edelivery enrollment, you may receive certain documents in hard copy if materials are not available in electronic format, at Morgan Stanley s sole discretion, or at the Company s request. You are consenting to receive edelivery Documents electronically by accessing them on a Morgan Stanley Site after being electronically notified at the electronic address you provide. If you wish to modify your enrollment instructions, or decide at any time that you want to discontinue electronic delivery, you can do so online at the Site or by contacting your Financial Advisor or the Service Center. BA 3.0 Page 3
When you select a document type (e.g., trade confirmations) for edelivery for all of your existing accounts, that document type may be electronically delivered for any accounts you may open in the future. If you do not select edelivery for a document type for all of your accounts, then that document type will not be automatically enrolled for edelivery for accounts you may open in the future. We will use the E-mail address you provide to send you communications or notifications of document availability for all selected accounts and document types for you. Contact us immediately if you have any difficulty accessing your account documents electronically or if you have any questions about your edelivery instructions. To ensure uninterrupted document delivery, update your E-mail address on the Site if your E-Mail address changes, or contact us immediately. If at any time we are unable to deliver E-mail notifications to your E-mail address, we will notify you by mail. Depending on the reason for the delivery failure, we may immediately suspend edelivery for the accounts and documents enrolled under your username/email address, resulting in physical delivery of new account documents until such time that you revalidate your E-mail address. Certain risks are associated with the transmission of confidential information, edelivery notifications, and other communications through the Internet including but not limited to unauthorized access, systems outages, delays, disruptions in telecommunications services and the Internet. E-mail is not private or secure. The edelivery notices sent to you by E-mail are not encrypted. Although such edelivery notices are not intended to contain personally identifiable information, they may contain in their design part or all of your name or other identifier that could be seen or intercepted by others if delivered to your business email address or other computers or electronic devices not exclusively under your control. You understand and agree that you will not respond to the electronic delivery notice by return email, or use it to request information, service, paper copies or other items or to revoke consent. Morgan Stanley will not be responsible to act upon requests made in this manner. You must maintain the ability to access and open electronic documents. There are minimum computer hardware and software requirements necessary to receive and view your electronic documents, including, but not limited to, an internet connection and internet browsing software. You may request a paper copy of any document delivered through edelivery but you may incur a charge for that copy. Morgan Stanley will maintain an electronically accessible archive of your account documents on our secure client website for 7 years after document publication. If you wish to retain documents for a longer period of time, you are responsible for archiving beyond 7 years. 13. Usage and Proprietary Rights. You are granted a personal, limited, non-exclusive, revocable, non-transferable and non-sublicenseable license to use the Site. This Site is for your personal use only and its contents are protected by applicable copyright, BA 3.0 Page 4
trademark, patent and other intellectual property laws. You have no ownership right in the Services or Site and you receive no copyright or any other intellectual property right in or to the Site or to the Services. You may not copy, distribute, modify, port or frame-in the Site, including any text, graphics, video, audio, software code, user interface design or logos. 14. Cookies. (a) Morgan Stanley, its affiliates and third party service providers may process personal data as part of and/or in connection with the Site. This includes using cookies and similar technology to collect information regarding your use of the Site and your preferences. (b) To find out more information about how we, our affiliates and third party service providers process personal data, how we use cookies and how to reject cookies, please see the Privacy Policy as set forth on this website and the Global Cookies Policy at www.morganstanley.com/privacy_pledge.html. (c) By accessing the Site you consent to Morgan Stanley, its affiliates and third party service providers processing personal data and using cookies as further detailed in our Privacy Policy and Global Cookies Policy. (d) You acknowledge and agree that if you choose to reject our cookies, some or all parts of the Site may not function properly or may not be accessible. 15. Miscellaneous. Any cause of action with respect to the Site must be commenced within one year, after the claim or cause of action arises. If for any reason a court or competent jurisdictions finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effective. The rights and remedies of the parties hereunder are cumulative and are in addition to, and not in lieu of, all rights and remedies available at law and in equity. 16. Assignment. You agree not to assign your rights under these Terms and Conditions to any person or entity without our prior written consent. These Terms and Conditions are binding upon your successors, heirs and assigns, and may be modified only by us. 17. Non-U.S. Residents. The Services do not constitute (and should not be interpreted to constitute) the offering, selling, or conducting of business with respect to such Services in certain jurisdictions outside the United States where Morgan Stanley Smith Barney is not registered. 18. Governing Law. To the maximum extent permitted by Applicable Law, (a) these Terms and Conditions shall be governed by and construed in accordance with the law of the State of New York and the (b) the exclusive jurisdiction for any action or proceeding arising out of or related to this Agreement shall be a state of federal court located in the County and State of New York. You hereby irrevocably waive any right you may have under any Applicable Law to a jury trial. BA 3.0 Page 5
19. Notice. Any notices or other communications required or permitted to be given or delivered under this Agreement by us to you shall be provided through the Site, by E- mail, or in writing to your address we have on file. 20. Arbitration. This Agreement contains a predispute arbitration clause. By signing an arbitration agreement the parties agree as follows: (a) all parties to this Agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed; (b) arbitration awards are generally final and binding; a party s ability to have a court reverse or modify an arbitration award is very limited; (c) the ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings; (d) the arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date; (e) the panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry; (f) the rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court; and (g) the rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Agreement. You agree that all claims or controversies, whether such claims or controversies arose prior, on or subsequent to the date hereof, between you and Morgan Stanley and/or any of its present or former officers, directors, or employees concerning or arising from (i) any account maintained by you with Morgan Stanley individually or jointly with others in any capacity; (ii) any transaction involving Morgan Stanley or any predecessor or successor firms by merger, acquisition or other business combination and you, whether or not such transaction occurred in such account or accounts; or (iii) the construction, performance or breach of this or any other agreement between you and us, any duty arising from the business of Morgan Stanley or otherwise shall be determined by arbitration before, and only before, any self-regulatory organization or exchange of which Morgan Stanley is a member. You may elect which of these arbitration forums shall hear the matter by sending a registered letter or other written communication address to Morgan Stanley at 485 Lexington Avenue, 14 th Floor, New York, NY 10017, Attn: Legal and Compliance Division. If you fail to make such election before the expiration of five (5) days after receipt of a written request from Morgan Stanley to make such election, Morgan Stanley shall have the right to choose the forum. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until;: i) the class certification denied: (ii) the class is decertified; or (iii) the person is excluded from the class by the court. BA 3.0 Page 6
Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein. The statute of limitations applicable to any claims, whether brought in arbitration or in a court of competent jurisdiction shall be that which would be applied by the courts in the state in which you reside or if you do not reside in the United States, the statute of limitation shall be that which would be applied by the courts in the state where the Morgan Stanley office servicing your account is located. 21. Transaction Authorization. Morgan Stanley is authorized to act on your telephonic or electronic instructions ( Instructions ) (a) communicate your Instructions to the Company, which shall have the same legal effect as if you had delivered in good form to the Company a Morgan Stanley Stock Option Exercise Notice and Payment Authorization form or other required notice; (b) accept delivery for your account from the Company the securities underlying or related to the transaction (the Equity Plan Securities ); (c) deliver payment or securities to the Company in an amount to cover the aggregate exercise cost, fees and any required withholding taxes provided that you will deliver to Morgan Stanley any cash or securities required to complete the transaction; and (d) if included in your Instructions, sell the Equity Plan Securities as your agent. You understand and agree Morgan Stanley (i) is not responsible for any payment associated with the Stock Option Exercise, (ii) cannot guarantee payment or distribution of payment for the Stock Option Exercise transaction, (iii) cannot be held responsible for a transaction that is cancelled or void due to stock delivery failure, blackout periods or instructions from the Company that the transaction will not be completed; (iv) may not process your request immediately upon receipt of your Instructions and Company share prices may fluctuate. You agree and understand that your Instructions are irrevocable and your Instructions shall constitute authorization for Morgan Stanley, acting upon your Instructions, to exercise or sell Equity Plan Securities or simultaneously purchase and sell the Equity Plan Securities. Morgan Stanley is authorized to provide the Company with information on exercise, sale and sale price in relation to these transactions. Morgan Stanley is also authorized to rely without further investigation on these Terms & Conditions as conclusive evidence of your irrevocable election to exercise stock options in accordance with and subject to the terms, provisions, and conditions of the Company s Equity Plan, to all of which you hereby expressly assent. BA 3.0 Page 7