2003 SHARED PERFORMANCE STOCK AWARD AGREEMENT UNDER
THE MICROSOFT CORPORATION 2001 STOCK PLAN
1. Award of Target Shared Performance Stock Awards . Microsoft Corporation (the “Company”), in the exercise of its sole
discretion pursuant to the Microsoft Corporation 2001 Stock Plan (the “Plan”), does on <<SPSAEffectiveDate>> (the “Award
Date”) hereby award to <<FullName>> (the “Awardee”) <<SPSAOriginalSharesGranted>> 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 2006 (“FY06”) BASED ON THE METRICS AND
METHODOLOGIES DESCRIBED IN THE CONTENTS OF THE TAB ENTITLED “SPSA MODELING” ON THE
STOCK@MICROSOFT SITE MAINTAINED BY THE COMPANY, AND BASED ON ANY ADJUSTMENTS IN TARGET
SPSAs DUE TO EMPLOYMENT CHANGES AS DESCRIBED IN SECTION 3(b) BELOW AND ANY CHANGES IN THE
SPSA PERFORMANCE PERCENTAGE 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 FY06, the Awardee’s actual SPSAs will be calculated by multiplying the target
SPSAs by the greater of (i) the SPSA Performance Percentage, rounded up to the nearest whole number, or (ii) thirty-three
percent (33%). 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 S