SHAREWORKS BY MORGAN STANLEY

PRIVACY POLICY

Effective Date: May 2020

1. Overview

Morgan Stanley Smith Barney LLC through itself and /or its affiliates ("Morgan Stanley", "us",
"our" or "we") provides global Services to public and private companies that offer equity and
other types of awards through company plans to their employees, directors and consultants
and private companies seeking to track corporate capitalization data, via an internet-based
platform, such as at https://www.shareworks.com and any alternative, replicated and/or
back up website made available by or on behalf of us (“Shareworks Platform”).
The “Services” include the offering and provision of:
(i) Internet-based management of corporate capitalization data, as well as
management, administration and execution of share plans and the sale of securities
or through a software application on a mobile device that was made available by or
on behalf of us; and
(ii) Morgan Stanley at Work which is a broad set of employee benefit solutions, services
and offerings made available by Morgan Stanley and designed to help employees
realize the full value of their workplace benefits, better understand their equity
awards and drive better outcomes in the context of their overall financial goals,
including, but not limited to share plan and support services, financial education and
wellness, Access Direct Accounts or other brokerage accounts, other digital solutions
and resources and Wealth Management Services.

In connection with such Services and/or your access and use of the Shareworks Platform, we
will process personal information as a data processor as defined under applicable data
protection and privacy laws. In limited circumstances, Morgan Stanley may be deemed to be
a data controller as defined under applicable data protection and privacy, such as where we
are offering you new products or services unrelated to the Services as further detailed in
section 11. This Privacy Policy describes how Morgan Stanley processes your personal
information, including:

 How we collect your personal information;

 What personal information we collect;

 What personal information is obtained from other sources;

 The purposes for which we use your personal information;

 When we disclose your personal information;

 How we protect your personal information;

 How we retain your personal information;

  What marketing we do;

 Your rights under applicable law;

 How we update this Privacy Policy; and

 How you can contact us.

This Privacy Policy does not apply to other information we collect, including information
collected on other websites, such as separate websites operated by us or by our affiliates or
business partners that do not post this Privacy Policy, or other information that may be
provided to us through other means.

2. How we collect your personal information

We collect information provided by your current and/or former employer that you provide
via forms, applications, surveys or other online fields. There are portions of our online
services where we may collect personal information about you for identification purposes,
to fulfil your online requests, or where we believe it is reasonably required for ordinary
business purposes.

3. Information Collected

We collect the following information:

a) Identifiers, including the following:

i. contact information, such as your name, phone number, postal address, email
address and your personal and/or work-related contact information
ii. government-issued identifiers, such as your Social Security number, passport
number, or other similar identifiers as required and permitted by applicable laws
and regulations;
iii. user name, password and account numbers

b) Characteristics of protected classifications, such as your age, date of birth, gender,

marital status, nationality or citizenship;
c) Commercial and financial information, such as your source of wealth/income,
investment experience and objectives, creditworthiness and credit history, and risk
tolerance;
d) Professional or employment related information, such as current or past job history;
e) Sensitive Personal information such as information relating to political affiliations,
trade union membership or criminal convictions, and biometric information, such as a
voiceprint, (as required and /or permitted by law);
f) Geolocation data, to the extent you use one of our mobile apps and choose to share
location data;
g) Internet or other electronic network activity information, in relation to your access and
use of the Shareworks Platform and tools therein;
 h) Family Details such as personal details relating to your immediate family members and
details relating to any senior political figures (e.g. senior military or government official)
to whom you are connected;
While we make every effort to ensure that all personal information we hold about you
is accurate, complete and up to date, you can help us considerably in this regard by
promptly notifying us if there are any changes to your personal information. To extent
permissible under applicable law, we shall not be responsible for the authenticity of any
personal information or sensitive personal information or any losses arising from any
inaccurate or deficient personal information or sensitive personal information provided
by your current and/or former employer or that you provide via forms, applications, surveys
or other online fields.

4. What personal information is obtained from other sources?

We also obtain your personal information from our agents or service providers acting
on our behalf, from third parties authorized to provide us with such information, such
as credit reporting bodies, other credit providers or other agencies used for running due
diligence checks, authorized third parties performing identity verification procedures on
our behalf and/or from third parties who provide services to you such as your financial
adviser, financial planner, dealer group, accountant or other professional adviser.

The personal information we obtain through these sources include personal details,
contact details, identification documents, personal identifier(s), financial account
information, and where permitted by applicable law and only to the extent needed
information relating to political affiliations, trade union membership or criminal
convictions.

Some of this information is publicly accessible and/or reliable and independent

databases that we access through an authorized third party to whom we disclose your
personal information for the purpose of performing required identity verification
procedures.

5. Use of Collected Information

We are not allowed to process personal information if we do not have a valid legal ground.
Accordingly, we, our affiliates and service providers, may use information we collected
through our online services:

1. With your consent where required under applicable law, such as in relation to marketing
in certain jurisdictions;

2. if necessary, for our legitimate interests (in each case provided such interests are not
overridden by your privacy interests) or necessary in relation to the Services or other
services or products that we offer or you request, such as when we use your personal
information including to:

a) Administer, operate services, respond to your questions and requests, provide

service support and contact you about updates to our online services;
b) Provide operational support and development of our businesses including to
evaluate customer service, efficiency and cost, as well as risk management
purposes;
 c) Conduct research and analytics (for example, regarding the use of our online
services), and provide you customized content and communications that we
believe may be of interest to you;
d) Verify/authenticate your identity and/or location in order to allow access to
your accounts;
e) Maintain measures aimed at detecting and preventing fraud and protecting the
security of personal information and our online services;
f) Allow you to use certain financial planning tools available on our online services;
g) Compile transactional tax data;
h) Allow you to utilize features within our Site or App by granting us access to
information from your device, such as contact lists, when you request certain
services;
i) Monitor the performance of our online services, diagnose problems and ensure
that our online services function properly, make our online services easier and
more convenient to use, and otherwise administer our online services;
j) Investigate suspected fraud, harassment, or other violations of any law, rule, or
regulation, the rules or policies of our online services, or the rights of third
parties, or to investigate any suspected conduct which we deem improper;
k) Comply with laws, regulations, legal processes and law enforcement
requirements; and
l) Otherwise operate our business, or any other purpose that complies with
applicable laws and regulations.
m) For internal training purposes.
n) For other legitimate interests as listed below; and
o) To contact you about other services and products we offer (with your prior
consent where required by applicable law), including without limitation Morgan
Stanley at Work, in accordance with section 11 of this Privacy Policy;

3. To exercise and defend our legal rights anywhere in the world including in relation to
any litigation, disputes or contentious matter we or that of any affiliates anywhere in the
world are involved in and/or to assist with investigations, complaints, regulatory
requests, litigation, arbitration, mediation or requests from individuals;

4. In order to comply with legal and regulatory obligations and requests, (including any
legal or regulatory guidance, codes or opinions), applicable to us anywhere in the world
or for the performance of a task carried out in the public interest, including:

a) To carry out credit, money laundering and conflict checks and for fraud, financial
crime prevention purposes (and this may include consideration of information
regarding political affiliations and criminal offences committed or alleged to have
been committed); to verify your personal information we collect from you for such
credit, money laundering and conflict checks;

b) For reporting (including without limitation transaction reporting) to, and audits by,
national and international regulatory, enforcement or exchange bodies and

6. How We Share Personal Information

We do not sell, rent or trade your personal information; and

We do not disclose your personal information, except as described in this Privacy Policy.
 Our processing and use of your personal information, for the purposes specified in this
Privacy Policy, includes disclosure of your personal information:

 Between us and our affiliates;

 To other persons processing your personal information on our behalf or otherwise

providing us or them with professional or other services including our affiliates and
vendors which conduct operational, technology and customer service functions in
various jurisdictions;

 To third parties such as settlement agents, overseas banks or exchange or clearing

houses to whom we disclose personal information in the course of providing
products and services to you;

 To credit reference, fraud prevention and other similar agencies, and other financial
institutions, with whom information is shared for credit and money laundering
checking and fraud prevention purposes;

 To persons to whom we assign or novate our rights or obligations;

 To a prospective seller or buyer in the event that we sell or buy any business or
assets or if all or substantially all of our assets are acquired by a third party, in which
case personal information held by it about its customers will be one of the
transferred assets;

 To national and international regulatory, enforcement or exchange bodies or courts

anywhere in the world as required by applicable law or regulations anywhere in the
world or at their request; and

 To any third party to whom you authorize us to disclose your personal information.

These disclosures involve overseas storage and other overseas transfer, processing and use
of your personal information, and disclosure to these third parties, including in or to
countries or territories where the laws may provide a different level of data protection.

Specifically, the Shareworks Platform is controlled, operated and administered by Morgan

Stanley and its affiliates and vendors, (conducting operational, technology and customer
service functions), in various jurisdictions, including Australia, Canada, Germany, Japan,
Spain, the United Kingdom and the United States of America. When personal information is
transferred to such countries or territories not recognised under applicable law as offering
an adequate level of data protection, we have put in place appropriate data transfer
mechanisms as required under applicable law, (such as the EU Standard Contractual
Clauses), to ensure personal information remains protected. You can obtain a copy of the
relevant data transfer mechanism we have put in place to protect personal information by
contacting us using the contact details below.

7. Cookies and Similar Technologies

We also use cookies and similar technologies to collect information about you when you visit
our websites or interact with us on-line e.g. via email or other electronic means. To find out
more about how we use cookies and similar technologies, how we process the information
 obtained through cookies and how to reject cookies, see Our Global Cookies Policy at
http://www.morganstanley.com/global-cookie-policy.html

8. Do Not Track Policy

Most browsers can be set to send signals to third party websites requesting them not to
track the user's activities. At this time, we do not respond to "do not track" signals.
Consequently, our third party service providers such as Adobe Analytics, and other third
party websites and online services, may indeed track and collect information about your
online activities over time while navigating to, from and on our online services and across
those third party websites and online services, notwithstanding any "do not track" signals
we may receive.

9. Our Security Procedures

Subject to your obligations under the Terms of Use, Morgan Stanley maintains appropriate
physical, technical and procedural safeguards designed to protect any information that you
provide to us from accidental or unauthorised loss, misuse, damage, modification, access or
disclosure.

Morgan Stanley has established a Global Information Security Office, which leads efforts to:

 Safeguard the confidentiality and privacy of information resources;

 Properly classify information resources;

 Meet legal and regulatory obligations concerning the protection of information

resources;

 Implement and maintain information security policies and procedures;

 Integrate protection of information resources into the process lifecycles of the

business;

 Educate those working for or on behalf of Morgan Stanley on Information Security

policies and responsibilities; and

 Authenticate users and limit access to information resources based on authorization

that has been granted.

Third parties who process your personal information on our behalf are required to adhere to
appropriate security standards designed to protect such information against unauthorised
access, destruction or loss.

10. How do we retain your personal information?

We retain personal information in an identifiable form in accordance with our records

retention policy which establishes general standards and procedures regarding the
retention, handling and disposition of personal information. Personal information is retained
as long as necessary to meet legal, regulatory and business requirements. Retention periods
will be extended if we are required to preserve personal information in connection with
litigation, investigations and proceedings. Upon request, we and/or our affiliates will provide
 you with more information on the exact retention periods applying to Your Information in
each case.

11. What marketing do we conduct?

If there are any other products or services that we or our affiliates believe may be of
particular interest to you, whether provided by us or by our affiliates, we or our affiliates will
contact you by mail, email, telephone, or any other method of communication you have
indicated to us as a channel to contact you including outside standard working hours or if
you are travelling overseas.

Where required by applicable law, we will request your prior consent before we or our
affiliates use your personal information for marketing purposes. If you do not wish us to use
or provide to our affiliates Your Information for marketing purposes, you may notify us using
the contact details below or as directed in any marketing materials we send to you.

Please note that if you do not wish us or our affiliates to contact you for such purposes, we
or our affiliates may need to limit the range of products and services which we or our
affiliates will offer to you or we or our affiliates may not be able to open an account for you
or continue our relationship with you.

12. What rights do you have?

To the extent provided by applicable law and subject to exemptions thereunder, you may
have the right to request access to and rectification or erasure of personal information; to
obtain restriction of the processing of personal information; to object to the processing of
personal information (including direct marketing); and to data portability. In order to
exercise those rights, we may ask you to direct such request or obtain confirmation from
your employer, unless we have collected your personal information independently.

If we have collected personal information with your consent, please note that you have the
right to withdraw this consent at any time, subject to applicable law and exemptions
thereunder. If you wish to exercise any of your data protection rights or if you consider that
we have processed personal information in violation of applicable law, please contact us
using the contact details below.

You may be required to supply a valid means of identification as a security precaution to

assist us in preventing the unauthorized disclosure of your personal information. We will
process your request within the time provided by applicable law. If you consider that we
have processed personal information in violation of applicable law and failed to remedy such
violation to your reasonable satisfaction, you may also lodge a complaint with a competent
data protection authority.

13. Updating Your Information

You may review, or update certain account information by logging into the Shareworks
Platform. If you cannot change the incorrect information online, or you need to request
changes offline, please update such information by contacting the Client Relations
Department. Please note that certain information, such as your name, corporate email
address, home address, hire date and birth date, may only be changed through your current
or former employer.
14. Mobile Applications

When you connect to the Shareworks Platform using a mobile application, we may request
your permission to access certain information, such as your location. These permission-
related features are opt-in and you can turn these features off at any time.

Some mobile applications will utilize analytic tools to help us better serve our customers
through improved products, services, and revisions to the mobile applications. This collected
information does not identify you to Morgan Stanley. It may, however, let us know
anonymously which services and features you are using the most within the application, as
well as device type and hardware features, country and language of download.

15. Links to Other Websites

This Privacy Policy only applies to the use and disclosure of information in relation to the
Shareworks Platform and/or Services. The Shareworks Platform may contain links to other
websites such as other Morgan Stanley websites and websites belonging to third parties,
such as your current and/or former employer. The inclusion of a link on the Shareworks
Platform or App does not imply endorsement of the linked website or service by us. While
we try to link only to websites that share our high standards and respect for privacy, we are
not responsible for the content, security, or privacy practices employed by other websites or
links posted on the Shareworks Platform. Information you disclose to other parties
(including your current and/or former employer) or through such websites, is subject to the
privacy and security practices and policies of those parties or websites. We disclaim all
liability with regard to your access to such linked websites. Access to any other websites is at
your own discretion and we encourage our users to read the privacy statements of each and
every website or online services visited, in order to learn how such third parties may treat
your information.

16. Non-Solicitation

Morgan Stanley does not offer the Services to individuals directly, except to the extent
required to under applicable law. The Services are provided as a result of the arrangements
with public and private companies that offer equity and other types of awards through
company plans outside the context of Shareworks by Morgan Stanley and Morgan Stanley at
Work. To the extent Morgan Stanley offers other products and services as a result of the
Services or otherwise, they may be subject to separate additional terms with you.

Shareworks Platform and the Services are made available to you on an unsolicited basis,
without any marketing or promotion from Morgan Stanley or its personnel.

Your access to the Shareworks Platform and use of the Services is as a result of your current
or former employer engaging Morgan Stanley to provide the Services in connection with
share plans it offers to its employees .

17. Protecting Children's Privacy Online

 The Shareworks Platform is not directed to or intended for individuals under 18 years of age.

18. Changes to this Privacy Policy

We reserve the right to modify or supplement this Privacy Policy at any time. Therefore, we
recommend that you review this Privacy Policy, updated and posted on this Site, regularly
for changes. Where required under applicable data protection and privacy laws, we will
notify you of any change or update portions of this Privacy Policy by individual message or
by disclosing the changes to the data processing on a publicly available medium. The
Effective Date of this Privacy Policy, as stated above, indicates the last time this Privacy
Policy was revised. Your continued use of the Shareworks Platform after we have changed
the Privacy Policy signifies your acceptance of the revised terms.

19. How can you Contact Us?

If you would like to contact us in respect of any element of this Privacy Policy, including,
without limitation and subject to applicable data protection law, where you wish to exercise
any of your data protection rights or where you wish to raise a complaint or grievance
please use the contact details below.

CONTACT DETAILS:

Our Client Relations Department can address any privacy related inquiries you may
have.

When contacting us, please provide as much detail as possible including your name,
account information, and desired outcome so that we may properly authenticate you
and address your request.

Telephone:
(866) 227-2256
Monday - Friday, 9 a.m. - 7 p.m. ET
Closed Holidays

Mailing Address:

Morgan Stanley Client Relations

PO Box 95002
South Jordan, UT 84095

OR

Fax:
(801) 519-3455

Email Us

For additional contact information, you may also visit the Support pages on the StockPlan
Connect or Shareworks websites.