Summary of MSCI INC. - Yahoo! Finance

Entry into a Material Definitive Agreement, Change in Directors or Principal Officers,

Item 1.01. Entry into a Material Definitive Agreement.

Separation Agreement

On May 22, 2009, MSCI Inc. (the "Registrant") entered into a Separation Agreement (the "Separation Agreement") with Morgan Stanley (together with the Registrant, the "Parties"), which contains certain terms, conditions and covenants that govern the relationship between the Parties following the sale by Morgan Stanley of all of the outstanding common stock of the Registrant owned by it (the "Sale").

Under the Separation Agreement, the Parties shall settle all intercompany amounts owed between them within 90 days of the Sale, subject to certain limited exceptions.

The Separation Agreement also governs certain insurance matters between the Parties and permits the Registrant to assert claims under certain Morgan Stanley insurance policies for certain losses arising out of insured occurrences occurring from the date coverage thereunder first commenced until July 15, 2008 (or in the case of an insurance policy covering employed lawyers errors and omissions, July 1, 2008).

In addition, each Party shall have limited access upon request to the other's accounting and financial records for six years after the consummation of the Sale to the extent necessary or useful to the requesting Party in connection with any audit, dispute, litigation, regulatory proceedings or filings, or any other reasonable business purpose.

The above description of the Separation Agreement does not purport to be a complete statement of the parties' rights and obligations under that agreement. The Separation Agreement is filed as Exhibit 10.1 to this Form 8-K. The description of the material terms of the Separation Agreement is qualified in its entirety by reference to such exhibit.

Employee Matters Agreement

On May 22, 2009, the Registrant entered into an Employee Matters Agreement (the "Employee Matters Agreement") with Morgan Stanley, which governs certain employee related matters associated with the Registrant's separation from Morgan Stanley. The Employee Matters Agreement addresses, among other things, the allocation of certain employment related liabilities between the Registrant and Morgan Stanley in connection with the Registrant's separation from Morgan Stanley. The Employee Matters Agreement also addresses the tax treatment of certain Morgan Stanley equity awards. The Registrant does not expect the Employee Matters Agreement to have a material impact on the results of its operations. The foregoing description of the Employee Matters Agreement does not purport to be a complete statement of the Parties' rights and obligations under that agreement. The Employee Matters Agreement is filed as Exhibit 10.2 to this Form 8-K. The description of the material terms of the Employee Matters Agreement is qualified in its entirety by reference to such exhibit.

Services Agreement

On May 22, 2009, the Registrant entered into a Letter Agreement (the "Agreement") with Morgan Stanley, replacing the schedules to its Services Agreement, dated as of November 20, 2007, as amended July 21, 2008. Under the Agreement, Morgan Stanley shall provide to the Registrant certain financial services for up to three months following the date of the Agreement and certain legal and compliance services for up to six months following the date of the Agreement. The foregoing description does not purport to be a complete statement of the Parties' rights and obligations under the Agreement. The Agreement is filed as Exhibit 10.3 to this Form 8-K. The description of the material terms of the Agreement is qualified in its entirety by reference to such exhibit.