Justia Forms Business Contracts Microsoft (Executive Officer Agreement) Award Number <

(Executive Officer Agreement) Award Number <>

EX-10.17 3 dex1017.htm FORM OF SHARED PERFORMANCE STOCK AWARD AGREEMENT Form of Shared Performance Stock Award Agreement

Exhibit 10.17

SHARED PERFORMANCE STOCK AWARD AGREEMENT UNDER THE MICROSOFT CORPORATION 2001 STOCK PLAN

(Executive Officer Agreement)

Award Number <<GrantIdentifier>>

1. Award of Target Shared Performance Stock Awards. Microsoft Corporation (the “Company” or “Microsoft”), in the exercise of its sole discretion pursuant to the Microsoft Corporation 2001 Stock Plan (the “Plan”), does on <<GrantDate>> (the “Award Date”) hereby award to <<FullName>> (the “Awardee”) <<shares granted quantity>> target Shared Performance Stock Awards (target “SPSAs”) upon the terms and subject to the conditions of this Award Agreement.

Target SPSAs are used solely to calculate the number of actual SPSAs awarded to Awardee in accordance with this Award Agreement, and do not create any separate rights or entitlements. ACTUAL SPSAs ARE CALCULATED FOLLOWING THE END OF THE COMPANY’S FISCAL YEAR ENDING IN 2007 (“FY07”) BASED ON THE METRICS AND METHODOLOGIES SET FORTH IN APPENDIX A, AND BASED ON ANY ADJUSTMENTS IN TARGET SPSAs DUE TO EMPLOYMENT CHANGES AS DESCRIBED IN SECTION 3(b) BELOW AND ANY CHANGES TO APPENDIX A PERMITTED UNDER THIS AGREEMENT.

SPSAs represent the Company’s unfunded and unsecured promise to issue Common Shares at a future date, subject to the terms of this Award Agreement and the Plan. Awardee has no rights under the SPSAs other than the rights of a general unsecured creditor of the Company.

Capitalized terms used but not defined in this Award Agreement shall have the meanings assigned to them in the Plan.

2. Calculation of SPSAs. Following the end of FY07, the Awardee’s actual SPSAs will be calculated by multiplying the target SPSAs by the percentage that is determined by the Compensation Committee of the Company’s Board of Directors (“Committee”), in its sole discretion, in accordance with Appendix A. In calculating the number of actual SPSAs, target SPSAs will be determined after taking into account any adjustments due to employment changes, as described in Section 3(b) below. The actual number of SPSAs shall be reduced to the extent required by any rounding rules that may be set forth in Appendix A.

Notwithstanding the foregoing, compensation attributable to this Award Agreement is intended to constitute qualified performance-based compensation under Section 162(m) of the Code and the regulations thereunder, and this Award Agreement shall be construed and administered by the Committee in a manner consistent with this intent. Accordingly, notwithstanding this Section or any other provision of this Award Agreement, to the extent required to ensure that compensation attributable to this Award Agreement constitutes qualified performance-based compensation under Section 162(m) of the Code:

(a) The percentage calculation and the metrics set forth in Appendix A, and the Company’s SPSA Administrative Policies described in Section 3(b), as they apply to Awardee, shall not be revised in a manner that would result in an increase in the actual SPSAs the Awardee is entitled to receive under this Award Agreement, except for an adjustment under Section 14 of the Plan as and to the extent permitted under Section 162(m) of the Code; and

(b) Payment of compensation attributable to this Award Agreement shall be subject to the Company’s shareholders approving the material terms of the award in accordance with the requirements of Section 162(m) of the Code.

Subject to the limitations of Section 162(m) of the Code set forth above, if there is a significant change in the Company’s business or business strategy (for example, by a merger, acquisition or divestiture), as the Committee determines in its sole discretion, the Committee may adjust the percentage calculation set forth in Appendix A by changing the metrics, weights, performance levels and/or measurements set forth in Appendix A as it considers appropriate in light of the change.


PAGE		1

3. Vesting Schedule and Conversion of SPSAs; Adjustments upon Employment Changes.

(a) Subject to the terms of this Award Agreement and the Plan and provided that Awardee remains continuously employed throughout the vesting periods set out below:

(1) 25% of the SPSAs shall vest and be converted into an equivalent number of Common Shares that will be distributed to the Awardee on or about August 31, 2007 (the “initial vest date”);

(2) 25% of the SPSAs shall vest and be converted into an equivalent number of Common Shares that will be distributed to the Awardee one year from the initial vest date;

(3) 25% of the SPSAs shall vest and be converted into an equivalent number of Common Shares that will be distributed to the Awardee two years from the initial vest date; and

(4) 25% of the SPSAs shall vest and be converted into an equivalent number of Common Shares that will be distributed to the Awardee three years from the initial vest date.

Fractional SPSAs shall be converted into Common Shares as set out in Section 10(c) of this Award Agreement.

(b) THE AWARDEE’S RIGHTS IN THE SPSAs SHALL BE SUBJECT TO INCREASE, DECREASE, LOSS OR MAY BE OTHERWISE AFFECTED, WITH REGARD TO AWARD ELIGIBILITY, SIZE, VESTING AND TERMINATION, BY HIRE DATE OR CHANGES IN LEVEL, PROMOTION AND DEMOTION, LEAVES OF ABSENCE, PART-TIME EMPLOYMENT, DISABILITY, TEAM AND OTHER CHANGES IN AWARDEE’S EMPLOYMENT AS PROVIDED IN THE COMPANY’S CURRENT SPSA ADMINISTRATIVE POLICIES, WHICH MAY VARY FROM THE POLICIES ON STOCK OPTIONS AND STOCK AWARDS. ACCOMPANYING THIS AWARD AGREEMENT IS A CURRENT COPY OF THE COMPANY’S POLICIES IN SUCH MATTERS. THESE POLICIES SHALL BE APPROVED AND ADMINISTERED BY THE COMPENSATION COMMITTEE OF THE COMPANY’S BOARD AND MAY CHANGE FROM TIME TO TIME, WITHOUT NOTICE, IN THE COMPANY’S SOLE DISCRETION. AWARDEE’S RIGHTS WILL BE GOVERNED BY THE POLICIES IN EFFECT AT THE TIME OF ANY EVENT OR CHANGE COVERED BY THE POLICIES. CONTACT “BENEFITS” FOR A COPY OF THE MOST CURRENT POLICY STATEMENT AT ANY POINT IN TIME.

4. Termination at Conversion of SPSAs. Unless terminated earlier under Section 5, 6, 7 or 8 below, an Awardee’s rights under this Award Agreement with respect to the SPSAs issued under this Award Agreement shall terminate at the time such SPSAs are converted into Common Shares.

5. Termination of Awardee’s Status as a Participant. Except as otherwise specified in Sections 6, 7 and 8 below, in the event of termination of Awardee’s Continuous Status as a Participant (as such term is defined in Section 2(j) of the Plan), Awardee’s rights under this Award Agreement in any unvested SPSAs shall terminate. For the avoidance of doubt, an Awardee’s Continuous Status as a Participant terminates at the time the Awardee’s actual employer ceases to be the Company or a “Subsidiary” of the Company, as that term is defined in Section 2(y) of the Plan.

6. Disability of Awardee. Notwithstanding the provisions of Section 5 above, in the event of termination of Awardee’s Continuous Status as a Participant as a result of total and permanent disability (as such term is defined in Section 12(c) of the Plan), then:

(1) If the termination of Awardee’s Continuous Status as a Participant occurs during FY07, Awardee shall vest in any SPSAs calculated by multiplying the target SPSAs by 0.25, rounded up to the nearest whole number; and

(2) If the termination of Awardee’s Continuous Status as a Participant occurs after FY07, then the next vesting date for the SPSAs set forth in Section 3(a) above, shall accelerate so that Awardee vests in any SPSAs that would normally vest within twelve (12) months of the earlier of (i) such date of termination, or (ii) if Awardee’s disability originally required him or her to take a short-term disability leave which was later converted into long-term disability, the date of commencement of the short-term disability leave.

The Awardee’s rights in any unvested SPSAs that remain unvested after the application of this Section 6 shall terminate at the time Awardee ceases to be in Continuous Status as a Participant. An employee who fails to provide Microsoft with a medical determination of “total and permanent disability” that is acceptable to Microsoft and that establishes total and permanent disability to Microsoft’s satisfaction shall not be eligible for the vesting of SPSAs pursuant to this Section 6.

7. Death of Awardee. Notwithstanding the provisions of Section 5 above, in the event of the death of Awardee while in Continuous Status as a Participant, then:

(1) If the death occurs during FY07, then Awardee shall vest in a number of SPSAs calculated by multiplying the target SPSAs by 0.25, rounded up to the nearest whole number; and

(2) If the death occurs after FY07, then the next vesting date for the SPSAs set forth in Section 3(a) above, shall accelerate so that Awardee vests in any SPSAs that would normally vest within twelve (12) months of the date of death.


PAGE		2

The Awardee’s rights in any unvested SPSAs that remain unvested after the application of this Section 7 shall terminate at the time of the Awardee’s death.

8. Retirement of Awardee. Notwithstanding the provisions of Section 5 above, in the event of the Awardee’s Retirement, the Awardee shall be treated as continuously employed through the vesting periods in Section 3(a) above. For this purpose, “Retirement” means termination of employment with the Company or its direct and indirect subsidiaries after the earlier of (a) age 65, or (b) attaining age 55 and 15 years of Continuous Service.

This Section 8 will only apply to a Retirement if (a) the Retirement is more than one year after the Award Date, (b) the Awardee executes a release in conjunction with the Retirement in the form provided by the Company, and (c) the Awardee’s employment does not terminate due to misconduct (as determined in the Committee’s sole discretion), including but not limited to misconduct in violation of Company policy and misconduct that adversely affects the Company’s interests or reputation.

For purposes of this Section 8, “Continuous Service” means that the Awardee has continuously remained an employee of the Company or its direct and indirect subsidiaries, measured from the Awardee’s “most recent hire date” as reflected in the Company records. For an Awardee who became an employee of the Company following the acquisition of his or her employer by the Company or its direct or indirect subsidiaries, service with the acquired employer shall count toward Continuous Service, and Continuous Service shall be measured from the Awardee’s acquired company hire date as reflected in the Company’s records.

9. Value of Unvested SPSAs. In consideration of the award of these SPSAs, Awardee agrees that upon and following termination of Awardee’s Continuous Status as a Participant for any reason (whether or not in breach of applicable laws), and regardless of whether Awardee is terminated with or without cause, notice, or pre-termination procedure or whether Awardee asserts or prevails on a claim that Awardee’s employment was terminable only for cause or only with notice or pre-termination procedure, any unvested SPSAs under this Award Agreement shall be deemed to have a value of zero dollars ($0.00).

10. Conversion of SPSAs to Common Shares; Responsibility for Taxes.

(a) Provided Awardee has satisfied the requirements of Section 10(b) below, on the vesting of any SPSAs such vested SPSAs shall be converted into an equivalent number of Common Shares that will be distributed to Awardee 10 days after the date of the vesting event, or in the event of the Awardee’s death, to Awardee’s legal representative 10 days after such representative provides proof of death to, and in the manner prescribed by, the Company. The distribution to the Awardee, or in the case of the Awardee’s death, to the Awardee’s legal representative, of Common Shares in respect of the vested SPSAs shall be evidenced by a stock certificate, appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, or other appropriate means as determined by the Company. In the event ownership or issuance of Common Shares is not feasible due to applicable exchange controls, securities regulations, tax laws or other provisions of applicable law, as determined by the Company in its sole discretion, Awardee, or in the event of Awardee’s death, the Awardee’s legal representative, shall receive cash proceeds in an amount equal to the value of the Common Shares otherwise distributable to Awardee, as determined by the Company in its sole discretion, net of amounts withheld in satisfaction of the requirements of Section 10(b) below.

(b) Regardless of any action the Company or Awardee’s actual employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax or other tax-related withholding (“Tax Related Items”), Awardee acknowledges that the ultimate liability for all Tax Related Items legally due by Awardee is and remains Awardee’s responsibility and that the Company and/or the Awardee’s actual employer (i) make no representations or undertakings regarding the treatment of any Tax Related Items in connection with any aspect of the SPSAs, including the grant of the SPSAs, the vesting of SPSAs, the conversion of the SPSAs into Common Shares or the receipt of an equivalent cash payment, the subsequent sale of any Common Shares acquired and the receipt of any dividends; and (ii) do not commit to structure the terms of the grant or any aspect of the SPSAs to reduce or eliminate the Awardee’s liability for Tax Related Items.

Prior to the issuance of Common Shares upon vesting of the SPSAs or the distribution of an equivalent cash payment as provided in Section 10(a) above, Awardee shall pay, or make adequate arrangements satisfactory to the Company or to the Awardee’s actual employer (in their sole discretion) to satisfy all withholding obligations of the Company and/or the Awardee’s actual employer. In this regard, Awardee authorizes the Company or the Awardee’s actual employer to withhold all applicable Tax Related Items legally payable by Awardee from Awardee’s wages or other cash compensation payable to Awardee by the Company or the Awardee’s actual employer. Alternatively, or in addition, if permissible under applicable law, the Company or the Awardee’s actual employer may, in their sole discretion, (i) sell or arrange for the sale of Common Shares to be issued upon the vesting of SPSAs to satisfy the


PAGE		3

withholding obligation, and/or (ii) withhold in Common Shares, provided that the Company and the Awardee’s actual employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount. Awardee shall pay to the Company or to the Awardee’s actual employer any amount of Tax Related Items that the Company or the Awardee’s actual employer may be required to withhold as a result of Awardee’s receipt of SPSAs, the vesting of SPSAs, or the conversion of vested SPSAs to Common Shares that cannot be satisfied by the means described in this paragraph. Except where applicable legal or regulatory provisions prohibit, the standard process for the payment of an Awardee’s Tax Related Items shall be for the Company or the Awardee’s actual employer to withhold in Common Shares only to the amount of shares necessary to satisfy the minimum withholding amount. The Company may refuse to deliver Common Shares to Awardee if Awardee fails to comply with Awardee’s obligation in connection with the Tax Related Items as described in this Section 10.

(c) In lieu of issuing fractional Common Shares, on the vesting of a fraction of a SPSA, the Company shall round the shares to the nearest whole share and any such share which represents a fraction of a SPSA will be included in a subsequent vest date.

(d) Until the distribution to Awardee of the Common Shares in respect of the vested SPSAs is evidenced by a stock certificate, appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, or other appropriate means, Awardee shall have no right to vote or receive dividends or any other rights as a shareholder with respect to such Common Shares, notwithstanding the vesting of SPSAs. The Company shall cause such distribution to Awardee to occur upon the vesting of SPSAs in accordance with Section 10(a) above. No adjustment will be made for a dividend or other right for which the record date is prior to the date Awardee is recorded as the owner of the Common Shares, except as provided in Section 14 of the Plan.

(e) By accepting the Award of SPSAs evidenced by this Award Agreement, Awardee agrees not to sell any of the Common Shares received upon account of vested SPSAs at a time when applicable laws or Company policies prohibit a sale. This restriction shall apply so long as Awardee is an Employee, Consultant or outside director of the Company or a Subsidiary of the Company.

11. Non-Transferability of SPSAs. Awardee’s right in the SPSAs awarded under this Award Agreement and any interest therein may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, other than by will or by the laws of descent or distribution. SPSAs shall not be subject to execution, attachment or other process.

12. Acknowledgment of Nature of Plan and SPSAs. In accepting the Award, Awardee acknowledges that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;

(b) the Award of SPSAs is voluntary and occasional and does not create any contractual or other right to receive future awards of SPSAs, or benefits in lieu of SPSAs even if SPSAs have been awarded repeatedly in the past;

(d) Awardee’s participation in the Plan is voluntary;

(e) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty;

(f) if Awardee receives Common Shares, the value of such Common Shares acquired on vesting of SPSAs may increase or decrease in value;

(g) notwithstanding any terms or conditions of the Plan to the contrary and consistent with Section 5 above, in the event of termination of Awardee’s employment under circumstances where Section 8 does not apply (whether or not in breach of applicable laws), Awardee’s right to receive SPSAs and vest under the Plan, if any, will terminate effective as of the date that Awardee is no longer actively employed and will not be extended by any notice period mandated under applicable law; furthermore, in the event of termination of employment under circumstances where Section 8 does not apply (whether or not in breach of applicable laws), Awardee’s right to receive Common Shares pursuant to the SPSAs after termination of employment, if any, will be calculated as of the date of termination of Awardee’s active employment and will not be extended by any notice period mandated under applicable law; the Board of Directors or Committee shall have the exclusive discretion to determine when Awardee is no longer actively employed for purposes of the award of SPSAs;

(h) Awardee acknowledges and agrees that, regardless of whether Awardee is terminated with or without cause, notice or pre-termination procedure or whether Awardee asserts or prevails on a claim that Awardee’s employment was terminable only for cause or only with notice or pre-termination procedure, Awardee has no right to, and will not bring any legal claim or action for, (a) any damages for any portion of the SPSAs that have been vested and converted into Common Shares, or (b) termination of any unvested SPSAs under this Award Agreement; and


PAGE		4

(i) Awardee promises never to pursue any claim relating to the Plan or this Award Agreement before (1) notifying the Company in writing of Awardee’s claim within thirty (30) days after Awardee first knows or should have known the facts on which the claim is based, (2) if requested by the Company to do so within thirty (30) days after so notifying the Company, participating in good faith in any nonbinding dispute resolution procedure the Company prescribes, and (3) keeping Awardee’s claim completely confidential, except to the minimum extent needed to pursue the claim, until all the requirements of this subsection have been satisfied. The dispute resolution procedure the Company prescribes shall be paid for by the Company and must be reasonably capable of being completed within ninety (90) days after the Awardee is requested to use it. Awardee agrees that his or her right to any awards, stock or amounts under this Award Agreement are conditioned on Awardee’s strictly complying with the requirements of this subsection.

13. Data Privacy Notice and Consent. Awardee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Awardee’s personal data as described in this Award Agreement by and among, as applicable, Awardee’s employer, the Company, its Subsidiaries and its affiliates for the exclusive purpose of implementing, administering and managing Awardee’s participation in the Plan.

Awardee understands that the Company and Awardee’s employer may hold certain personal information about Awardee, including, but not limited to, Awardee’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all SPSAs or any other entitlement to Common Shares awarded, canceled, vested, unvested or outstanding in Awardee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). Awardee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in Awardee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Awardee’s country. Awardee understands that Awardee may, to the extent required by local law, request a list with the names and addresses of any potential recipients of the Data by contacting Awardee’s local human resources representative. Awardee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Awardee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the Common Shares received upon vesting of the SPSAs may be deposited. Awardee understands that Data will be held only as long as is necessary to implement, administer and manage Awardee’s participation in the Plan. Awardee understands that Awardee may to the extent required by local law, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Awardee’s local human resources representative. Awardee understands that refusal or withdrawal of consent may affect Awardee’s ability to participate in the Plan. For more information on the consequences of Awardee’s refusal to consent or withdrawal of consent, Awardee understands that Awardee may contact Awardee’s local human resources representative.

14. No Employment Right; Effect of Relocation Outside U.S.A. Awardee acknowledges that neither the fact of this Award of SPSAs nor any provision of this Award Agreement or the Plan or the policies adopted pursuant to the Plan shall confer upon Awardee any right with respect to employment or continuation of current employment with the Company or with the Awardee’s actual employer, or to employment that is not terminable at will. Awardee further acknowledges and agrees that neither the Plan nor this Award of SPSAs makes Awardee’s employment with the Company or the Awardee’s actual employer for any minimum or fixed period, and that such employment is subject to the mutual consent of Awardee and the Company or the Awardee’s actual employer, and may be terminated by either Awardee or the Company or the Awardee’s actual employer at any time, for any reason or no reason, with or without cause or notice or any kind of pre- or post-termination warning, discipline or procedure. In the event Awardee’s employment with the Company is relocated outside the United States, this Stock Award Agreement shall be amended to include such provisions regarding employment rights with respect to the SPSAs as the Company, in its sole discretion, has determined to be appropriate for inclusion in SPSA Award Agreements for the location to which Awardee relocates.

15. Administration. The authority to manage and control the operation and administration of this Award Agreement shall be vested in the Committee (as such term is defined in Section 2(f) of the Plan), and the Committee shall have all powers and discretion with respect to this Award Agreement as it has with respect to the Plan. Any interpretation of the Award Agreement by the Committee and any decision made by the Committee with respect to the Award Agreement shall be final and binding on all parties.


PAGE		5

16. Plan Governs. Notwithstanding anything in this Award Agreement to the contrary, the terms of this Award Agreement shall be subject to the terms of the Plan, and this Award Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan.

17. Notices. Any written notices provided for in this Award Agreement which are sent by mail shall be deemed received three business days after mailing, but not later than the date of actual receipt. Notices shall be directed, if to Awardee, at the Awardee’s address indicated by the Company’s records and, if to the Company, at the Company’s principal executive office.

18. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to SPSAs awarded under the Plan or future SPSAs that may be awarded under the Plan by electronic means or request Awardee’s consent to participate in the Plan by electronic means. Awardee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

19. Acknowledgment. By Awardee’s acceptance as evidenced below, Awardee acknowledges that Awardee has received and has read, understood and accepted all the terms, conditions and restrictions of this Award Agreement, the Plan, and the current SPSA Administrative Policies referenced in Section 3(b) of this Award Agreement. Awardee understands and agrees that this Award Agreement is subject to all the terms, conditions, and restrictions stated in this Award Agreement and in the other documents referenced in the preceding sentence, as the latter may be amended from time to time in the Company’s sole discretion.

20. Committee Approval. These SPSAs have been awarded pursuant to the Plan and accordingly this Award of SPSAs is subject to approval by the Committee. If this Award of SPSAs has not already been approved by the Committee, the Company agrees to submit this Award for approval as soon as practical. If such approval is not obtained, this award is null and void.

21. Governing Law. This Award Agreement shall be governed by the laws of the State of Washington, U.S.A., without regard to Washington laws that might cause other law to govern under applicable principles of conflicts of law. For purposes of litigating any dispute that arises under this Award of SPSAs or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Washington, and agree that such litigation shall be conducted in the courts of King County, Washington, or the federal courts for the United States for the Western District of Washington, and no other courts, where this Award of SPSAs is made and/or to be performed. This Award Agreement is not subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

22. Severability. If one or more of the provisions of this Award Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to be construed so as to foster the intent of this Award Agreement and the Plan.

23. Internal Revenue Code section 409A. This Award Agreement shall be interpreted, operated, and administered in a manner so as not to subject the Awardee to the assessment of additional taxes or interest under Code section 409A, and this Award Agreement shall be amended as the Company, in its sole discretion, determines is necessary and appropriate to avoid the application of any such taxes or interest.

24. Executive Compensation Recovery Policy. To the extent provided in the Company’s Executive Compensation Recovery Policy (as it may be amended, and potentially renamed, from time to time), this Award Agreement shall be cancelled and Awardee shall reimburse the Company for the number of Common Shares issued under this Award Agreement, including any common shares withheld to satisfy income tax withholding.

25. Complete Award Agreement and Amendment. This Award Agreement (which includes the calculations made in accordance with Appendix A and the SPSA Administrative Policies referenced in Section 3(b), each as modified from time to time), the Notice of Receipt of Stock Awards (if any), and the Plan constitute the entire agreement between Awardee and the Company regarding this award of SPSAs. Any prior agreements, commitments or negotiations concerning these SPSAs are superseded. This Award Agreement may be amended only by written agreement of Awardee and the Company, except that (i) Appendix A and the SPSA Administrative Policies referenced in Section 3(b) may be modified by the Company as described in this Award Agreement from time to time, and (ii) no agreement by an Awardee is required if the amendment, in the reasonable judgment of the Company, confers a benefit on the Awardee. Awardee agrees not to rely on any oral information regarding this Award of SPSAs or any written materials not identified in this Section 25.


PAGE		6

EXECUTED the day and year first above written.

MICROSOFT CORPORATION

Lisa Brummel,

<< >>

Senior Vice President, Human Resources

AWARDEE’S ACCEPTANCE:

I have read and fully understood this Award Agreement and, as referenced in Section 19 above, I accept and agree to be bound by all of the terms, conditions and restrictions contained in this Award Agreement and the other documents referenced in it. I intend to express my acceptance of the Award and this Award Agreement by typing my name in the Awardee acceptance window provided in “step 2” of the award acceptance checklist, and I further intend the typing of my name to have the same force and effect in all respects as a handwritten signature.


PAGE		7