{"id":38757,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/deferred-compensation-plan-microsoft-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferred-compensation-plan-microsoft-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferred-compensation-plan-microsoft-corp.html","title":{"rendered":"Deferred Compensation Plan – Microsoft Corp."},"content":{"rendered":"

MICROSOFT CORPORATION <\/strong><\/p>\n

DEFERRED COMPENSATION PLAN <\/strong><\/p>\n

(Restated Effective as of June 14, 2011) <\/strong>\n<\/p>\n

1. Purpose<\/u>.<\/p>\n

The purpose of the Microsoft Corporation Deferred Compensation Plan (the
\n“Plan”) is to further the long-term growth of Microsoft Corporation (the
\n“Company”) by allowing selected Company executives and other senior management
\nor highly compensated employees to defer receipt of certain compensation in
\norder to keep their financial interests aligned with the Company and provide
\nthem with a long-term incentive to continue employment with the Company.<\/p>\n

The Plan was formerly known as the 1998 Microsoft Corporation Stock Option
\nGain and Bonus Deferral Program. The name of the Plan was changed pursuant to a
\nrestatement effective January 1, 2006.<\/p>\n

This Plan is intended (1) to comply with section 409A of the Internal Revenue
\nCode, as amended (the “Code”) and official guidance issued thereunder (except
\nwith respect to amounts covered by Appendix B), and (2) to be “a plan which is
\nunfunded and is maintained by an employer primarily for the purpose of providing
\ndeferred compensation for a select group of management or highly compensated
\nemployees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of the
\nEmployee Retirement Income Security Act of 1974. Notwithstanding any other
\nprovision of this Plan, this Plan shall be interpreted, operated and
\nadministered in a manner consistent with these intentions.<\/p>\n

2. Effective Date<\/u>.<\/p>\n

The Plan was originally effective November 18, 1998. Except as specifically
\nset forth below, this restatement of the Plan is effective as of June 14, 2011,
\nand includes changes that apply to amounts that were earned and vested (within
\nthe meaning of Code section 409A and regulations thereunder) under the Plan
\nprior to 2005.<\/p>\n

3. Definitions<\/u>.<\/p>\n

Account<\/u> : means a bookkeeping account established by the Company for
\neach Participant electing to defer Eligible Income under the Plan, which may
\ninclude sub-accounts for different types of Eligible Income deferred and for
\namounts payable at different times and\/or payable in different forms.<\/p>\n

\n

Acquisition Retention Bonus<\/u> : means a bonus provided to a Newly Hired
\nEligible Employee who continues employment with the Company or a Designated
\nSubsidiary after the acquisition of a business by the Company or a Designated
\nSubsidiary or who begins employment with the Company or a Designated Subsidiary
\nas part of a strategic alliance.<\/p>\n

Acquisition Signing Bonus<\/u> : means a bonus provided to a Newly Hired
\nEligible Employee upon acceptance of an offer to continue employment with the
\nCompany or a Designated Subsidiary after the acquisition of a business by the
\nCompany or a Designated Subsidiary or to begin employment with the Company or
\nDesignated Subsidiary as part of a strategic alliance.<\/p>\n

Affiliate<\/u> : means any corporation or other entity that is treated as a
\nsingle employer with the Company under Code section 414.<\/p>\n

Annual Base Salary<\/u> : means the regular annual base salary paid to an
\nEligible Employee.<\/p>\n

Board<\/u> : means the Board of Directors of Microsoft Corporation.<\/p>\n

Code<\/u> : means the Internal Revenue Code of 1986, as amended.<\/p>\n

Company<\/u> : means Microsoft Corporation.<\/p>\n

Date of Hire<\/u> : means the date of a Participant153s first day of active
\nemployment with the Company and its Affiliates.<\/p>\n

Designated Subsidiary<\/u> : means a subsidiary of the Company that has
\nbeen approved for participation in the Plan by the Senior HR Officer. A listing
\nof the Designated Subsidiaries is in Appendix A.<\/p>\n

Disabled<\/u> : means:<\/p>\n

(a) A Participant (1) is unable to engage in any substantial gainful activity
\nby reason of any medically determinable physical or mental impairment which can
\nbe expected to result in death or can be expected to last for a continuous
\nperiod of not less than 12 months, or (2) is, by reason of any medically
\ndeterminable physical or mental impairment which can be expected to result in
\ndeath or can be expected to last for a continuous period of not less than 12
\nmonths, receiving income replacement benefits for a period of not less than 3
\nmonths under an accident and health plan covering employees of the participant153s
\nemployer.<\/p>\n

(b) The Plan Administrator, in its complete and sole discretion, shall
\ndetermine whether a Participant is Disabled. The Plan Administrator may require
\nthat the Participant submit to an examination on an annual basis, at the expense
\nof the Company, by a competent physician or medical clinic selected by the Plan
\nAdministrator to assist in determining whether the Participant is Disabled. On
\nthe basis of such medical evidence, the determination of the Plan Administrator
\nas to whether or not the Participant is Disabled (or whether he continues to be
\nDisabled) shall be conclusive.<\/p>\n<\/p>\n

2<\/p>\n

\n

Eligible Employee<\/u> : means:<\/p>\n

(a) An Employee of the Company or a Designated Subsidiary working in the U.S.
\nat the Company153s stock level 68 or above.<\/p>\n

(b) An Employee meeting the criteria of subsection (a) will not fail to be
\nconsidered an Eligible Employee solely as a result of being on paid or unpaid
\nleave.<\/p>\n

Eligible Income<\/u> : means compensation which may be deferred under the
\nPlan, as from time to time determined by the Plan Administrator, including
\nwithout limitation (1) Regular Enrollment Compensation and (2) New Hire
\nEnrollment Compensation. Amounts will qualify as “Eligible Income” only if the
\nParticipant is on the U.S. payroll of the Company or its Affiliates at the time
\nthe amount is payable to the Participant absent deferral.<\/p>\n

Employee<\/u> : means an individual who is a regular employee on the U.S.
\npayroll of the Company or its Affiliates. The term “Employee” shall not include
\na person hired as an independent contractor, leased employee, consultant, or a
\nperson otherwise designated by the Company or an Affiliate as not eligible to
\nparticipate in the Plan, even if such person is determined to be a common law
\nemployee of the Company or an Affiliate by any governmental or judicial
\nauthority.<\/p>\n

ERISA<\/u> : means the Employee Retirement Income Security Act of 1974, as
\namended.<\/p>\n

Fiscal Year Compensation<\/u> : means “fiscal year compensation” as defined
\nunder Treas. Reg. \u00a7 1.409A-2(a)(6) or any successor thereto.<\/p>\n

Hire Date<\/u> : means the date an Employee becomes employed by the Company
\nor a Designated Subsidiary. In the case of an individual who becomes an Employee
\nupon the acquisition of a business by the Company or a Designated Subsidiary,
\nthe Employee153s “Hire Date” shall be his transfer date.<\/p>\n

Investment Options<\/u> : means a set of investment options, which may
\ninclude investment options offered under the 401(k) Plan, and which are from
\ntime to time determined by the Plan Administrator and used to credit earnings,
\ngains, and losses on Account balances.<\/p>\n

Key Employee<\/u> : means an employee treated as a “specified employee”
\nunder Code section 409A(a)(2)(B)(i) as of his Separation from Service (i.e., a
\nkey employee (as defined under Code section 416(i) without regard to paragraph
\n(5) thereof) of a corporation any stock of which is publicly traded on an
\nestablished securities market or otherwise). Key Employees shall be determined
\nin accordance with Code section 409A, using a December 31 identification date. A
\nlisting of Key Employees as of an identification date shall be effective for the
\n12-month period beginning on the April 1 following the identification date.<\/p>\n<\/p>\n

3<\/p>\n

\n

New Hire Enrollment Compensation<\/u> : means compensation for a Newly
\nHired Eligible Employee which is from time to time determined by the Plan
\nAdministrator, including without limitation a (1) New Hire Signing Bonus, (2)
\nAcquisition Retention Bonus, and (3) Acquisition Signing Bonus.<\/p>\n

New Hire Signing Bonus<\/u> : means a bonus provided to a Newly Hired
\nEligible Employee upon acceptance of an offer of employment with the Company or
\na Designated Subsidiary.<\/p>\n

Newly Hired Eligible Employee<\/u> : means an individual hired by the
\nCompany or a Designated Subsidiary who meets the criteria for an Eligible
\nEmployee on his Hire Date, provided that an individual who has previously worked
\nfor the Company or an Affiliate will only qualify as a “Newly Hired Eligible
\nEmployee” if he meets the requirements of Treas. Reg. \u00a7 1.409A-2(a)(7) or any
\nsuccessor thereto. Generally, a re-hired individual will meet these requirements
\nif (1) he has been paid any and all amounts due him under the Plan (and any
\nplans required to be aggregated with the Plan under Code section 409A) prior to
\nre-hire, or (2) he has not been eligible to participate, other than the accrual
\nof earnings, in the Plan (or any other plan required to be aggregated with the
\nPlan under Code section 409A) for at least 24 months.<\/p>\n

Open Enrollment<\/u> : means the period or periods during each Plan Year
\nwhen Eligible Employees may elect to defer amounts under the Plan. Open
\nEnrollment shall be held at the time or times designated by the Plan
\nAdministrator.<\/p>\n

Participant<\/u> : means an Eligible Employee who elects to defer Eligible
\nIncome under the Plan.<\/p>\n

Performance-Based Compensation<\/u> : means “performance-based
\ncompensation” as defined under Code section 409A.<\/p>\n

Performance Review Bonus<\/u> : means the amount payable to an Eligible
\nEmployee as an annual bonus that is awarded in connection with the Company153s
\nannual Performance Review process under the Performance Review Bonus Plan or the
\ncash portion of awards under the Executive Incentive Plan.<\/p>\n

Plan<\/u> : means the Microsoft Corporation Deferred Compensation Plan, as
\namended from time to time.<\/p>\n

Plan Administrator<\/u> : means the Senior HR Officer or, with respect to
\nthe eligibility of executive officers of the Company to participate in the Plan,
\nthe Compensation Committee of the Board.<\/p>\n

Plan Year<\/u> : means the 12-month period from January 1 to December 31.\n<\/p>\n<\/p>\n

4<\/p>\n

\n

Regular Enrollment Compensation<\/u> : means compensation which is from
\ntime to time determined by the Plan Administrator, including without limitation
\n(1) Annual Base Salary, and (2) Performance Review Bonus.<\/p>\n

Retirement<\/u> : means a Separation from Service after attaining
\nRetirement Age.<\/p>\n

Retirement Age<\/u> : means one specified date for each Participant
\noccurring on the earlier of: (1) Participant153s attainment of age sixty-five
\n(65), or (2) the later of Participant153s attainment of age fifty-five (55) or the
\ntenth (10th) anniversary of his Date of Hire. When an Employee becomes eligible
\nto participate in the Plan, the Plan Administrator shall determine the
\nRetirement Age for the Employee as one specified date in accordance with the
\nforegoing.<\/p>\n

Senior HR Officer<\/u> : means the senior officer in charge of the Human
\nResources department.<\/p>\n

Separation from Service<\/u> : means a “separation from service” with the
\nCompany and its Affiliates within the meaning of Code section 409A.<\/p>\n

401(k) Plan<\/u> : means the Microsoft Corporation Savings Plus 401(k)
\nPlan.<\/p>\n

4. Participation<\/u>.<\/p>\n

4.1 An Eligible Employee becomes an active Participant in the Plan on the
\ndate he first enrolls in the Plan by electing to defer all or any portion of his
\nEligible Income. An Eligible Employee may enroll in the Plan during Open
\nEnrollment in accordance with Section 5.1(b)(i) or pursuant to Section 5.1(c). A
\nNewly Hired Eligible Employee may enroll before his Hire Date in accordance with
\n5.1(b)(ii).<\/p>\n

4.2 An Eligible Employee who has been an active Participant under the Plan
\nwill cease to be a Participant on the date his Account is fully distributed.\n<\/p>\n

5. Participant Accounts<\/u>.<\/p>\n

5.1 Elections to Defer Eligible Income<\/u>.<\/p>\n

(a) Initial Deferral Election<\/u>. An Eligible Employee may make an
\nirrevocable election to defer the following types of Eligible Income in one (1)
\npercent increments up to the specified maximum percentages:<\/p>\n

(i) An Eligible Employee may elect to defer up to 50% of his Annual Base
\nSalary.<\/p>\n

(ii) An Eligible Employee may elect to defer up to 100% of a Performance
\nReview Bonus.<\/p>\n<\/p>\n

5<\/p>\n

\n

(iii) An Eligible Employee may elect to defer up to 90% of New Hire
\nEnrollment Compensation.<\/p>\n

Eligible Employees are not permitted to defer gains on the exercise of a
\nstock option under the Plan after December 31, 2004.<\/p>\n

(b) Time and Manner of Making an Initial Election<\/u>.<\/p>\n

(i) An Eligible Employee may make an election to defer one or more types of
\nRegular Enrollment Compensation during an Open Enrollment period that occurs in
\nthe Plan Year preceding the Plan Year in which the Regular Enrollment
\nCompensation begins to be earned. A deferral election shall be made in
\naccordance with procedures established by the Plan Administrator. An Employee153s
\nelection during such an Open Enrollment period will not be given effect if the
\nEmployee ceases to be an Eligible Employee by the last day of the month in which
\nthe Open Enrollment period occurs.<\/p>\n

(ii) A Newly Hired Eligible Employee may make an election to defer one or
\nmore types of New Hire Enrollment Compensation in accordance with procedures
\nestablished by the Plan Administrator, provided such election occurs before his
\nHire Date and such election shall only apply to amounts earned after the
\nelection is filed. A Newly Hired Eligible Employee may make an election to defer
\nRegular Enrollment Compensation during an Open Enrollment period that follows or
\ncoincides with his Hire Date.<\/p>\n

(c) Alternative Election Deadlines<\/u>. Notwithstanding the rules in
\nsubsection (b), if the Plan Administrator, in its sole discretion, determines
\nthat:<\/p>\n

(i) Eligible Income constitutes Performance-Based Compensation that is based
\non services performed over a performance period of at least twelve (12) months,
\nthe Plan Administrator may establish procedures, including an Open Enrollment
\nperiod, under which an Eligible Employee may elect to defer such
\nPerformance-Based Compensation, but such election must be made no later than six
\n(6) months before the end of the performance period; or<\/p>\n

(ii) Eligible Income constitutes Fiscal Year Compensation, the Plan
\nAdministrator may establish procedures, including an Open Enrollment period,
\nunder which an Eligible Employee may elect to defer such Fiscal Year
\nCompensation, but such election must be made no later than the last day of the
\nCompany153s fiscal year immediately preceding the first fiscal year in which
\nservices are performed related to such Eligible Income.<\/p>\n

An Employee153s election under this Section will not be given effect if the
\nEmployee ceases to be an Eligible Employee by the deadline stated above for
\nmaking such an election.<\/p>\n<\/p>\n

6<\/p>\n

\n

(d) Cancellation of Election<\/u>. If a Participant becomes Disabled,
\nreceives a hardship withdrawal under the 401(k) Plan, or obtains a distribution
\nunder Section 6.6 on account of an unforeseeable emergency during a Plan Year,
\nhis deferral election for such Plan Year shall be cancelled.<\/p>\n

5.2 Crediting of Deferrals<\/u>. Eligible Income deferred by a Participant
\nunder the Plan shall be credited to the Participant153s Account as soon as
\npracticable after the amounts would have otherwise been paid to the Participant.\n<\/p>\n

5.3 Vesting<\/u>. A Participant shall at all times be one-hundred (100)
\npercent vested in any amounts credited to his Account.<\/p>\n

5.4 Investments and Earnings<\/u>. The Company shall periodically credit
\ngains, losses and earnings to a Participant153s Account, until the full balance of
\nthe Account has been distributed. Amounts shall be credited to a Participant153s
\nAccount under this Section based on the results that would have been achieved
\nhad amounts credited to the Account been invested as soon as practicable after
\ncrediting into the Investment Options selected by the Participant. The Plan
\nAdministrator shall specify procedures to allow Participants to make elections
\nas to the deemed investment of amounts newly credited to their Accounts, as well
\nas the deemed investment of amounts previously credited to their Accounts.
\nNothing in this Section or otherwise in the Plan, however, will require the
\nCompany to actually invest any amounts in such Investment Options or otherwise.\n<\/p>\n

5.5 Employment Taxes<\/u>. The Participant153s share of FICA and FUTA taxes
\nowed on Eligible Income the Participant elects to defer shall be deducted from
\nother compensation payable to the Participant.<\/p>\n

6. Distribution of Account Balances<\/u>.<\/p>\n

6.1 Distribution Form<\/u>.<\/p>\n

(a) A Participant may elect to have amounts deferred under the Plan (and
\nearnings thereon) distributed in a lump sum payment or in annual installments
\nover a period ranging from three (3) to fifteen (15) years.<\/p>\n

(b) A Participant must specify the form in which a deferred amount (and
\nearnings thereon) will be distributed at the time of making the initial deferral
\nelection under Section 5.1.<\/p>\n

(c) Notwithstanding the distribution form elected under subsection (a), if at
\nthe time a portion of a Participant153s Account is to be distributed, the portion
\nof the balance to be distributed is less than $50,000, that portion shall be
\ndistributed in a lump sum payment at such time, provided that this subsection
\n(c) shall not apply to any amounts deferred under the Plan pursuant to a
\ndeferral election that becomes irrevocable on or after June 30, 2011 (and
\nearnings thereon).<\/p>\n<\/p>\n

7<\/p>\n

\n

(d) Distribution of a Participant153s Account balance shall be made in cash.\n<\/p>\n

6.2 Distribution Time<\/u>.<\/p>\n

(a) A Participant may elect to have distribution of a deferred amount (and
\nearnings thereon) commence as of the following dates:<\/p>\n

(i) A specified time (a particular month and year); or<\/p>\n

(ii) Upon the Participant153s Retirement.<\/p>\n

(b) A Participant must specify the date on which distributions will commence
\nat the time of making the initial deferral election under Section 5.1.<\/p>\n

(c) If a Participant elects to have a deferred amount distributed as of a
\nspecified time, the specified time must be at least twelve (12) months after the
\ndate on which the final payment of the deferred amount would have been made to
\nthe Participant absent deferral.<\/p>\n

6.3 Distribution Upon Retirement \/ Separation From Service<\/u>.<\/p>\n

(a) If a Participant reaches Retirement Age prior to having a Separation from
\nService, the distribution election under Section 6.2(a) will commence as
\nfollows:<\/p>\n

(i) If the Participant elected commencement upon Retirement, the distribution
\nwill commence in the month following Retirement.<\/p>\n

(ii) If the Participant elected commencement upon a specified time, the
\ndistribution will commence in the specified month and year.<\/p>\n

(b) Notwithstanding a Participant153s elections under Sections 6.1 and 6.2,
\nupon a Participant153s Separation from Service prior to reaching Retirement Age,
\nhis Account balance shall be distributed in an immediate lump sum payment in the
\nmonth following the Separation from Service.<\/p>\n

(c) Except as otherwise permitted under IRS guidance, if a distribution is to
\nbe made upon the Separation from Service of a Key Employee, distribution may not
\nbe made before the date which is six months after the date of the Key Employee153s
\nSeparation from Service (or, if earlier, the date of death of the Key Employee).
\nAny payments that would otherwise be made during this period of delay shall be
\npaid in accordance with the elected distribution method in the seventh month
\nfollowing Separation from Service (or, if earlier, the month after the Key
\nEmployee153s death).<\/p>\n<\/p>\n

8<\/p>\n

\n

6.4 Distribution Upon Disability<\/u>. Notwithstanding a Participant153s
\nelections under Sections 6.1 and 6.2, if a Participant becomes Disabled prior to
\nattaining Retirement Age while employed with the Company or an Affiliate, his
\nAccount balance shall be distributed in an immediate lump sum payment in the
\nmonth following the date the Participant becomes Disabled.<\/p>\n

6.5 Distributions Upon Death<\/u>.<\/p>\n

(a) Notwithstanding a Participant153s elections under Sections 6.1 and 6.2, if
\na Participant dies prior to attaining Retirement Age while employed with the
\nCompany or an Affiliate, his Account balance shall be distributed to the
\nParticipant153s beneficiary in an immediate single lump sum payment in the month
\nfollowing the date of the Participant153s death.<\/p>\n

(b) A Participant shall designate his beneficiary prior to death in
\naccordance with procedures established by the Plan Administrator. If a
\nParticipant has not properly designated a beneficiary or if no designated
\nbeneficiary is living on the date of distribution, such amount shall be
\ndistributed to the Participant153s beneficiary designated under the 401(k) Plan,
\nor if no designated beneficiary under the 401(k) Plan is living, in accordance
\nwith the default provisions under the 401(k) Plan.<\/p>\n

(c) For purposes of determining the proper death beneficiary under this Plan,
\nthis Plan shall not be interpreted as preempting applicable state law regarding
\nthe ownership rights of Accounts upon a Participant153s death. For example,
\nalthough this Plan states that upon a Participant153s death, Account balances will
\nbe paid to his beneficiary, the personal representative will be obligated to pay
\nany benefits owed to a spouse or otherwise as a result of any applicable
\ncommunity property laws.<\/p>\n

6.6 Withdrawals for Unforeseeable Emergency<\/u>. A Participant may
\nwithdraw all or any portion of his Account balance for an Unforeseeable
\nEmergency. The amounts distributed with respect to an Unforeseeable Emergency
\nmay not exceed the amounts necessary to satisfy such Unforeseeable Emergency
\nplus amounts necessary to pay taxes reasonably anticipated as a result of the
\ndistribution, after taking into account the extent to which such hardship is or
\nmay be relieved through reimbursement or compensation by insurance or otherwise
\nor by liquidation of the Participant153s assets (to the extent the liquidation of
\nsuch assets would not itself cause severe financial hardship) or by cessation of
\ndeferrals under the Plan. “Unforeseeable Emergency” means for this purpose a
\nsevere financial hardship to a Participant resulting from an illness or accident
\nof the Participant, the Participant153s spouse, or a dependent of the Participant,
\nloss of the Participant153s property due to casualty, or other similar
\nextraordinary and unforeseeable circumstances arising as a result of events
\nbeyond the control of the Participant.<\/p>\n<\/p>\n

9<\/p>\n

\n

Except as otherwise permitted under IRS guidance, a Participant shall be
\nrequired to take any available hardship withdrawals from the 401(k) Plan before
\nbeing eligible to receive a withdrawal under this section.<\/p>\n

6.7 Changes in Time or Form of Distribution<\/u>. A Participant may make
\none or more subsequent elections to change the time or form of a distribution to
\nbe made as of a specified time or upon the occurrence of a distributable event
\nfor a deferred amount, but such an election will be effective only if the
\nfollowing conditions are satisfied:<\/p>\n

(a) The election may not take effect until at least twelve (12) months after
\nthe date on which the election is made;<\/p>\n

(b) A distribution may not be made earlier than at least five (5) years from
\nthe date the distribution would have otherwise been made;<\/p>\n

(c) In the case of an election to change the time or form of a distribution
\npayable as of a specified time, the election must be made at least twelve (12)
\nmonths before the date of the first scheduled distribution; and<\/p>\n

(d) The election may not result in an impermissible acceleration of payment
\nprohibited under Code section 409A.<\/p>\n

6.8 Effect of Taxation<\/u>. If a portion of the Participant153s Account
\nbalance is includible in income under Code section 409A, such portion shall be
\ndistributed immediately to the Participant.<\/p>\n

6.9 Payment of Taxes<\/u>. If state, local, or foreign tax obligations
\narise from participation in the Plan that apply to an amount deferred under the
\nPlan before such amount is paid or made available to the Participant (the
\n“Taxes”), the Company shall pay a portion of such deferred amount by
\ndistribution (a) to the Participant in the form of withholding pursuant to
\nprovisions of applicable state, local, or foreign law; or (b) directly to the
\nParticipant. In no event shall the total payment under this Section 6.9 exceed
\nthe aggregate amount of the Taxes, and the income tax withholding related to
\nsuch Taxes.<\/p>\n

6.10 Settlement of Bona Fide Dispute<\/u>. Subject to certain presumptions
\nunder Code section 409A, if an arm153s length, bona fide dispute between a
\nParticipant and the Company arises as to the Participant153s right to an amount
\ndeferred under the Plan, the payment of the deferred amount as part of a
\nsettlement of such dispute shall be distributed immediately to the Participant.\n<\/p>\n

6.11 Offset for Obligations to Company<\/u>. If the Participant has any
\ndebt, obligation or other liability representing an amount owing to the Company
\n(the “Debt”), incurred in the ordinary course of his employment relationship,
\nthe Company shall offset the Debt against the Participant153s Account balance. The
\nCompany shall reduce the Participant153s Account balance in<\/p>\n<\/p>\n

10<\/p>\n

\n

satisfaction of the Debt at the same time and in the same amount as the Debt
\notherwise would have been due and collected from the Participant; provided
\nhowever, in no event shall the amount of such offset in any of the Company153s
\ntaxable years exceed $5,000.<\/p>\n

6.12 2005 Deferred Compensation<\/u>. Except as provided in Appendix C,
\nSections 6.1-6.11 shall govern the distribution of compensation earned and
\ndeferred under the Plan during the 2005 Plan Year.<\/p>\n

6.13 Pre-2005 Deferrals<\/u>. Notwithstanding the foregoing, Appendix B
\ngoverns the distribution of amounts that were earned and vested (within the
\nmeaning of Code section 409A and regulations thereunder) under the Plan prior to
\n2005 (and earnings thereon) and are exempt from the requirements of Code section
\n409A.<\/p>\n

7. Administration<\/u>.<\/p>\n

7.1 General Administration<\/u>. The Plan Administrator shall be
\nresponsible for the operation and administration of the Plan and for carrying
\nout the provisions hereof. The Plan Administrator shall have the full authority
\nand discretion to make, amend, interpret, and enforce all appropriate rules and
\nregulations for the administration of this Plan and decide or resolve any and
\nall questions, including interpretations of this Plan, as may arise in
\nconnection with this Plan. Except as otherwise provided in Section 7.2, any such
\naction taken by the Plan Administrator shall be final and conclusive on any
\nparty. To the extent the Plan Administrator has been granted discretionary
\nauthority under the Plan, the Plan Administrator153s prior exercise of such
\nauthority shall not obligate it to exercise its authority in a like fashion
\nthereafter. The Plan Administrator shall be entitled to rely conclusively upon
\nall tables, valuations, certificates, opinions and reports furnished by any
\nactuary, accountant, controller, counsel or other person employed or engaged by
\nthe Company with respect to the Plan. The Plan Administrator may, from time to
\ntime, employ agents and delegate to such agents, including other employees of
\nthe Company, such administrative duties as it sees fit.<\/p>\n

7.2 Claims for Benefits<\/u>.<\/p>\n

(a) Filing a Claim<\/u>. A Participant or his authorized representative may
\nfile a claim for benefits under the Plan. Any claim must be in writing and
\nsubmitted to the Senior HR Officer at such address as may be specified from time
\nto time. Claimants will be notified in writing of approved claims, which will be
\nprocessed as claimed. A claim is considered approved only if its approval is
\ncommunicated in writing to a claimant.<\/p>\n

(b) Denial of Claim<\/u>. In the case of the denial of a claim respecting
\nbenefits paid or payable with respect to a Participant, a written notice will be
\nfurnished to the claimant within 90 days of the date on which the claim is
\nreceived by the Senior HR Officer. If special circumstances (such as for a
\nhearing) require a longer period, the claimant will be notified in writing,
\nprior to the expiration of the 90-day period, of the reasons for an extension of
\ntime; provided, however, that no extensions will be permitted beyond 90 days
\nafter the expiration of the initial 90-day period.<\/p>\n<\/p>\n

11<\/p>\n

\n

(c) Reasons for Denial<\/u>. A denial or partial denial of a claim will be
\ndated and signed by the Senior HR Officer and will clearly set forth:<\/p>\n

(i) the specific reason or reasons for the denial;<\/p>\n

(ii) specific reference to pertinent Plan provisions on which the denial is
\nbased;<\/p>\n

(iii) a description of any additional material or information necessary for
\nthe claimant to perfect the claim and an explanation of why such material or
\ninformation is necessary; and<\/p>\n

(iv) an explanation of the procedure for review of the denied or partially
\ndenied claim set forth below, including the claimant153s right to bring a civil
\naction under ERISA section 502(a) following an adverse benefit determination on
\nreview.<\/p>\n

(d) Review of Denial<\/u>. Upon denial of a claim, in whole or in part, a
\nclaimant or his duly authorized representative will have the right to submit a
\nwritten request to the Senior HR Officer for a full and fair review of the
\ndenied claim by filing a written notice of appeal with the Senior HR Officer
\nwithin 60 days of the receipt by the claimant of written notice of the denial of
\nthe claim. A claimant or the claimant153s authorized representative will have,
\nupon request and free of charge, reasonable access to, and copies of, all
\ndocuments, records, and other information relevant to the claimant153s claim for
\nbenefits and may submit issues and comments in writing. The review will take
\ninto account all comments, documents, records, and other information submitted
\nby the claimant relating to the claim, without regard to whether such
\ninformation was submitted or considered in the initial benefit determination.\n<\/p>\n

If the claimant fails to file a request for review within 60 days of the
\ndenial notification, the claim will be deemed abandoned and the claimant
\nprecluded from reasserting it. If the claimant does file a request for review,
\nhis request must include a description of the issues and evidence he deems
\nrelevant. Failure to raise issues or present evidence on review will preclude
\nthose issues or evidence from being presented in any subsequent proceeding or
\njudicial review of the claim.<\/p>\n

(e) Decision Upon Review<\/u>. The Senior HR Officer will provide a prompt
\nwritten decision on review. If the claim is denied on review, the decision shall
\nset forth:<\/p>\n

(i) the specific reason or reasons for the adverse determination;<\/p>\n

(ii) specific reference to pertinent Plan provisions on which the adverse
\ndetermination is based;<\/p>\n

(iii) a statement that the claimant is entitled to receive, upon request and
\nfree of charge, reasonable access to, and copies of, all documents, records, and
\nother information relevant to the claimant153s claim for benefits; and<\/p>\n<\/p>\n

12<\/p>\n

\n

(iv) a statement describing any voluntary appeal procedures offered by the
\nPlan and the claimant153s right to obtain the information about such procedures,
\nas well as a statement of the claimant153s right to bring an action under ERISA
\nsection 502(a).<\/p>\n

A decision will be rendered no more than 60 days after the Senior HR
\nOfficer153s receipt of the request for review, except that such period may be
\nextended for an additional 60 days if the Senior HR Officer determines that
\nspecial circumstances (such as for a hearing) require such extension. If an
\nextension of time is required, written notice of the extension will be furnished
\nto the claimant before the end of the initial 60-day period.<\/p>\n

(f) Finality of Determinations; Exhaustion of Remedies<\/u>. To the extent
\npermitted by law, decisions reached under the claims procedures set forth in
\nthis Section shall be final and binding on all parties. No legal action for
\nbenefits under the Plan shall be brought unless and until the claimant has
\nexhausted his remedies under this Section. In any such legal action, the
\nclaimant may only present evidence and theories which the claimant presented
\nduring the claims procedure. Any claims which the claimant does not in good
\nfaith pursue through the review stage of the procedure shall be treated as
\nhaving been irrevocably waived. Judicial review of a claimant153s denied claim
\nshall be limited to a determination of whether the denial was an abuse of
\ndiscretion based on the evidence and theories the claimant presented during the
\nclaims procedure. Any suit or legal action initiated by a claimant under the
\nPlan must be brought by the claimant no later than one year following a final
\ndecision on the claim for benefits by the Senior HR Officer. The one-year
\nlimitation on suits for benefits will apply in any forum where a claimant
\ninitiates such suit or legal action.<\/p>\n

(g) Disability Claims<\/u>. Claims for disability benefits shall be
\ndetermined under the DOL Regulation section 2560.503-1 which is hereby
\nincorporated by reference.<\/p>\n

8. Amendment and Termination<\/u>.<\/p>\n

8.1 Amendment or Termination<\/u>. The Company reserves the right to amend
\nor terminate the Plan when, in the sole discretion of the Company, such
\namendment or termination is advisable, pursuant to a resolution or other action
\ntaken by the Plan Administrator.<\/p>\n

Notwithstanding the foregoing, no amendment of the Plan shall apply to
\namounts that were earned and vested (within the meaning of Code section 409A and
\nregulations thereunder) under the Plan prior to 2005, unless the amendment
\nspecifically provides that it applies to such amounts. The purpose of this
\nrestriction is to prevent a Plan amendment from resulting in an inadvertent
\n“material modification” to amounts that are “grandfathered” and exempt from the
\nrequirements of Code section 409A.<\/p>\n

8.2 Effect of Amendment or Termination<\/u>. No amendment or termination of
\nthe Plan shall decrease the amounts credited to a Participant153s Account as of
\nsuch amendment or termination. Upon termination of the Plan, Participants153
\nAccount balances shall be distributed in accordance with the terms of Section 6,
\nunless the Company determines in its sole discretion that all such amounts shall
\nbe distributed upon termination in accordance with the requirements under Code
\nsection 409A.<\/p>\n<\/p>\n

13<\/p>\n

\n

9. General Provisions<\/u>.<\/p>\n

9.1 Rights Unsecured<\/u>. The right of a Participant or his beneficiary to
\nreceive a distribution hereunder shall be an unsecured claim against the general
\nassets of the Company, and neither the Participant nor his beneficiary shall
\nhave any rights in or against any amount credited to any Account or any other
\nassets of the Company. The Plan at all times shall be considered entirely
\nunfunded for tax purposes. Any funds set aside by the Company for the purpose of
\nmeeting its obligations under the Plan, including any amounts held by a trustee,
\nshall continue for all purposes to be part of the general assets of the Company
\nand shall be available to its general creditors in the event of the Company153s
\nbankruptcy or insolvency. The Company153s obligation under this Plan shall be that
\nof an unfunded and unsecured promise to pay money in the future.<\/p>\n

9.2 No Right to Eligible Income<\/u>. Nothing in this Plan shall be
\nconstrued to give any Eligible Employee any right to be granted Eligible Income
\nor any other type of compensation.<\/p>\n

9.3 No Enlargement of Rights<\/u>. No Participant or beneficiary shall have
\nany right to receive a distribution under the Plan except in accordance with the
\nterms of the Plan. Establishment of the Plan shall not be construed to give any
\nParticipant the right to continue to be employed by or provide services to the
\nCompany or its affiliates or to employment that is not terminable at will.<\/p>\n

9.4 No Guarantee of Benefits<\/u>. Nothing contained in the Plan shall
\nconstitute a guarantee by the Company or any other person or entity that the
\nassets of the Company will be sufficient to pay any benefits hereunder.<\/p>\n

9.5 Nonalienation of Benefits<\/u>. This Plan inures to the benefit of and
\nis binding upon the parties hereto and their successors, heirs and assigns;
\nprovided, however, that the amounts credited to a Participant153s Account are not,
\nexcept as provided in Sections 9.6 and 6.11, subject in any manner to
\nanticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
\ncharge, garnishment, execution or levy of any kind, either voluntary or
\ninvoluntary, and any attempt to anticipate, alienate, sell, transfer, assign,
\npledge, encumber, charge or otherwise dispose of any right to any benefits
\npayable hereunder, will be null and void and not binding on the Plan or the
\nCompany.<\/p>\n

9.6 Taxes<\/u>. In addition to its rights under section 5.5, the Company or
\nother payor may withhold from a benefit payment under the Plan or a
\nParticipant153s wages any federal, state, or local taxes required by law to be
\nwithheld with respect to a payment or accrual under the Plan, and shall report
\nsuch payments and other Plan-related information to the appropriate governmental
\nagencies as required under applicable law.<\/p>\n<\/p>\n

14<\/p>\n

\n

9.7 Participant153s Cooperation<\/u>. The Participant shall cooperate with
\nthe Company by furnishing any and all information requested by the Plan
\nAdministrator in order to facilitate the payment of benefits hereunder, taking
\nsuch physical examinations as the Plan Administrator may deem necessary and
\ntaking such other actions as may be requested by the Plan Administrator. If the
\nParticipant refuses to cooperate, the Company shall have no further obligation
\nto the Participant under the Plan.<\/p>\n

9.8 Incapacity of Recipient<\/u>. If any person entitled to a distribution
\nunder the Plan is deemed by the Plan Administrator to be incapable of personally
\nreceiving and giving a valid receipt for such payment, then, unless and until a
\nclaim for such payment shall have been made by a duly appointed guardian or
\nother legal representative of such person, the Plan Administrator may provide
\nfor such payment or any part thereof to be made to any other person or
\ninstitution then contributing toward or providing for the care and maintenance
\nof such person. Any such payment shall be a payment for the account of such
\nperson and a complete discharge of any liability of the Company and the Plan
\nwith respect to the payment.<\/p>\n

9.9 Legally Binding<\/u>. In the event of any consolidation, merger,
\nacquisition or reorganization, the obligations of the Company under this Plan
\nshall continue and be binding on the Company and its successors or assigns. The
\nrights, privileges, benefits and obligations under the Plan are intended to be
\nlegal obligations of the Company and binding upon the Company, its successors
\nand assigns.<\/p>\n

9.10 Unclaimed Benefits<\/u>. Each Participant shall keep the Plan
\nAdministrator informed of his current address and the current address of his
\ndesignated beneficiary. The Plan Administrator shall not be obligated to search
\nfor the whereabouts of any person if the location of a person is not made known
\nto the Plan Administrator.<\/p>\n

9.11 Severability<\/u>. In the event any provision of the Plan shall be
\nheld invalid or illegal for any reason, any illegality or invalidity shall not
\naffect the remaining parts of the Plan, but the Plan shall be construed and
\nenforced as if the illegal or invalid provision had never been inserted.<\/p>\n

9.12 Words and Headings<\/u>. Words in the masculine gender shall include
\nthe feminine and the singular shall include the plural, and vice versa, unless
\nqualified by the context. Any headings used herein are included for ease of
\nreference only, and are not to be construed so as to alter the terms hereof.\n<\/p>\n

9.13 Applicable Law and Venue<\/u>. To the extent not preempted by federal
\nlaw, the Plan shall be governed by the laws of the State of Washington. In the
\nevent the Company or any Participant (or beneficiary) initiates litigation
\nrelated to this Plan, the venue for such action will be in King County,
\nWashington.<\/p>\n<\/p>\n

15<\/p>\n

\n

9.14 Waiver of Breach<\/u>. The waiver by the Company of any breach of any
\nprovision of the Plan by the Participant shall not operate or be construed as a
\nwaiver of any subsequent breach by the Participant.<\/p>\n

9.15 Notice<\/u>. Any notice or filing required or permitted to be given to
\nthe Plan Administrator under the Plan shall be sufficient if in writing and
\nhand-delivered, or sent by first class mail to the principal office of the
\nCompany, directed to the attention of the Plan Administrator. Such notice shall
\nbe deemed given as of the date of delivery, or, if delivery is made by mail, as
\nof the date shown on the postmark.<\/p>\n

9.16 Attorneys153 Fees and Costs<\/u>. In the event that a dispute regarding
\nbenefits arises between the Company or Plan Administrator and a Participant (or
\nbeneficiary) and such dispute is resolved through arbitration or litigation in
\ncourt, the prevailing party(ies) shall be entitled to their reasonable
\nattorneys153 fees and costs incurred in such action.<\/p>\n

As approved by the Compensation Committee of Microsoft Corporation153s Board of
\nDirectors on June 14, 2011.<\/p>\n<\/p>\n

16<\/p>\n

\n

APPENDIX A <\/strong><\/p>\n

DESIGNATED SUBSIDIARIES <\/u><\/strong><\/p>\n

(As of June 14, 2011) <\/strong><\/p>\n

1429: Microsoft Licensing, GP<\/p>\n

1654: MOL Corporation<\/p>\n

1693: Vexcel Corporation<\/p>\n

1548: Microsoft Online, Inc.<\/p>\n<\/p>\n

17<\/p>\n

\n

APPENDIX B <\/strong><\/p>\n

GRANDFATHERED AMOUNTS <\/u><\/strong><\/p>\n

Distribution of amounts that were earned and vested (within the meaning of
\nCode section 409A and regulations thereunder) under the Plan prior to 2005 (and
\nearnings thereon) and are exempt from the requirements of Code section 409A
\nshall be made in accordance with the Plan terms as in effect on December 31,
\n2004 and as summarized in this Appendix B.<\/p>\n

B.1 Timing<\/u>. As soon as practicable following the final day of the
\nDeferral Period for a specific deferral, the Company will distribute to the
\nParticipant (or in the case of the Participant153s death, his estate), all
\nproceeds in the Participant153s Deferred Bonus Account and will issue to the
\nParticipant (or in the event of the Participant153s death, the personal
\nrepresentative or beneficiaries of his estate) shares of Stock credited to the
\nParticipant153s Deferred Stock Option Gain Account, that are attributed to that
\ndeferral. With respect to a specific deferral, the final day of the Deferral
\nPeriod shall be the earliest of the last day of the Deferral Period selected by
\nthe Participant or the date he has a Termination of Employment. Upon Termination
\nof Employment, a Participant will have the same rights with respect to an
\nunexercised Option that he would have if he had not elected to defer the Stock
\nOption Gain relating to that Option. The portion of a Participant153s Accounts
\nthat can be attributed to a specific deferral shall be determined in the sole
\ndiscretion of the Plan Administrator.<\/p>\n

B.2 Extension of Deferral Period<\/u>. On a one-time basis with respect to
\neach deferral, a Participant may elect in accordance with procedures established
\nby the Plan Administrator to extend the Deferral Period for a Bonus or Stock
\nOption Gain for an additional five (5), seven (7), or ten (10) years, provided
\nthat such extension is elected in the calendar year prior, and at least six (6)
\nmonths prior, to the expiration of the initial Deferral Period and the
\nParticipant is an Eligible Executive at the time he makes the election to extend
\nthe Deferral Period.<\/p>\n

B.3 Disability<\/u>. In the event of a Participant153s Disability and upon
\napplication by such Participant, the Plan Administrator may determine that
\npayment of all, or part, of such Participant153s Accounts shall be made in a
\ndifferent manner, or on an earlier date than the time or times specified in
\nSection B.1 above, but only to the extent determined by the Plan Administrator
\nto be reasonably required to satisfy the Participant153s need.<\/p>\n

B.4 Investment of Accounts<\/u>. Notwithstanding Section 5.4, a Participant
\nshall not have the right to select among Investment Options for amounts credited
\nto the Participant153s Deferred Stock Option Gain Account. Such amounts shall be
\ntreated as if invested in Stock at all times.<\/p>\n<\/p>\n

18<\/p>\n

\n

B.5 Definitions<\/u>. For purposes of this Appendix B, the following terms
\nshall have the meanings indicated below:<\/p>\n

Bonus<\/u> means the amount payable by the Company to an Eligible Employee
\nas an individual performance bonus, executive bonus or any other bonus\/incentive
\naward that is approved by the Plan Administrator for deferral under the Plan.\n<\/p>\n

Deferral Period<\/u> means with respect to a specific deferral of a Bonus
\nor Stock Option Gain, the period of five (5), seven (7), or ten (10) years from
\nthe date on which the corresponding Bonus would otherwise have been paid or the
\ndate the Option was scheduled to expire had it not been exercised; provided
\nthat, in the event of the Participant153s Termination of Employment, the Deferral
\nPeriod shall end on the date of Termination of Employment.<\/p>\n

Deferred Bonus Account<\/u> means a bookkeeping account established for
\nBonuses deferred under the Plan.<\/p>\n

Deferred Stock Option Gain Account<\/u> means a bookkeeping account
\nestablished for Stock Option Gains deferred under the Plan.<\/p>\n

Disability<\/u> means any long-term disability as defined under the
\nCompany153s long-term disability plan. The Plan Administrator, in its complete and
\nsole discretion, shall determine a Participant153s Disability. The Plan
\nAdministrator may require that the Participant submit to an examination on an
\nannual basis, at the expense of the Company, by a competent physician or medical
\nclinic selected by the Plan Administrator to assist in the determination of
\nDisability. On the basis of such medical evidence, the determination of the Plan
\nAdministrator as to whether or not a condition of Disability exists or continues
\nshall be conclusive.<\/p>\n

Eligible Executive<\/u> means a full-time employee of the Company who is
\n(i) an elected officer of the Company, (ii) at the level of Vice President or
\nabove, (iii) at Level 16 or above on the Company153s salary range, and (iv)
\nworking within the United States of America. In addition, the Plan Administrator
\nmay, in his or her discretion, extend coverage to persons who are selected by
\nthe Plan Administrator and who either (y) meet all of the foregoing requirements
\nexcept that they are working outside of the United States of America, or (z) are
\nofficers of a subsidiary of the Company.<\/p>\n

Mature Shares<\/u> means shares of the Company153s Stock delivered by a
\nParticipant in payment of the exercise price of an Option; provided that Mature
\nShares shall not include any shares of the Company153s Stock that may be received
\nupon exercise of such Option, nor Stock that the Participant purchased pursuant
\nto a prior stock option exercise which occurred less than six months prior to
\nthe exercise of such Option.<\/p>\n

Option<\/u> shall mean one or more non-qualified stock options, issued to a
\nParticipant under any stock option plan of the Company, with respect to which
\nthe Participant has elected to defer the Stock Option Gain. Option shall not
\ninclude any rights under the Company153s Employee Stock Purchase Plan.<\/p>\n

Stock<\/u> – means Microsoft Corporation common stock.<\/p>\n<\/p>\n

19<\/p>\n

\n

Stock Option Gain<\/u> means the number of shares underlying an Option
\nminus the number of Mature Shares required to pay the exercise price for those
\nshares. For example, if a Participant elects to defer the gain on 100 shares and
\nis required to deliver 10 shares of Stock as payment for the exercise price on
\nthe 100 shares, the Stock Option Gain will be 90 shares.<\/p>\n

Termination of Employment<\/u> means the termination of the Participant153s
\nemployment relationship with the Company for any reason including, without
\nlimitation, involuntary termination with or without cause, voluntary
\ntermination, disability, death, or retirement.<\/p>\n<\/p>\n

20<\/p>\n

\n

APPENDIX C <\/u><\/strong><\/p>\n

2005 DEFERRED COMPENSATION <\/u><\/strong><\/p>\n

This Appendix C sets forth the special rules applicable to compensation
\neligible for deferral under the Plan from January 1, 2005 through December 31,
\n2005. Unless otherwise defined herein, capitalized terms used but not otherwise
\ndefined herein shall have the meanings given to them in the Plan and Appendix B.\n<\/p>\n

C-1. 2005 Initial Deferral Elections<\/u>. Notwithstanding anything in
\nSection 5.1 of the Plan to the contrary and only with respect to compensation
\nearned during the 2005 Plan Year (“2005 Income”), an Eligible Employee may make
\nan irrevocable election to defer up to 100% of a Bonus in ten (10) percent
\nincrements. Eligible Employees are not permitted to defer gains on the exercise
\nof a stock option under the Plan after December 31, 2004.<\/p>\n

C-2. Time of Distribution<\/u>. The Company will distribute to the
\nParticipant (or in the case of the Participant153s death, his estate) all proceeds
\nin the Participant153s Deferred Bonus Account that are attributed to a specific
\ndeferral upon the earlier of: (1) the last day of the Deferral Period elected by
\nthe Participant; or (2) the date of the Participant153s Separation from Service;
\nprovided that, if a distribution is to be made upon the Separation from Service
\nof a Key Employee, such distribution is subject to the six month delay set forth
\nin Section 6.3(c) of the Plan.<\/p>\n

For purposes of this Appendix C, “Deferral Period” means with respect to a
\nspecific deferral of a Bonus, the period, as elected by the Participant at the
\ntime of the deferral election, of five (5), seven (7), or ten (10) years from
\nthe date on which the corresponding Bonus would otherwise have been paid.<\/p>\n

C-3. Changes in Time or Form of Distribution<\/u>. To the extent the
\nCompany allows a Participant to make a subsequent election to change the time or
\nform of distribution of 2005 Income deferred under the Plan, such election will
\nbe effective only if the conditions set forth in Section 6.7 of the Plan are
\nsatisfied.<\/p>\n

C-4. General Application of the Plan<\/u>. Other than as set forth above,
\nthe terms of the Plan in all other respects and in compliance with Code section
\n409A shall govern the distribution of 2005 Income deferred under the Plan from
\nJanuary 1, 2005 through December 31, 2005.<\/p>\n<\/p>\n

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