2001 STOCK PLAN
(as amended and restated effective June 12, 2003)
1. Purpose of the Plan . The purposes of this Stock Plan are to attract and retain the best available individuals for
positions of substantial responsibility, to provide additional incentive to such individuals, and to promote the success of the
Company’s business by aligning the financial interests of Employees and Consultants providing personal services to the
Company or to any Parent or Subsidiary of the Company with long-term shareholder value.
Awards granted hereunder may be Incentive Stock Options, Nonqualified Stock Options, Stock Awards, or SARs, at the
discretion of the Board and as reflected in the terms of the Award Agreement.
2. Definitions . As used herein, the following definitions shall apply:
(a) “ Award ” shall mean any award or benefits granted under the Plan, including Options, Stock Awards, and
(b) “ Award Agreement ” shall mean a written or electronic agreement between the Company and the Awardee
setting forth the terms of the Award.
(c) “ Awardee ” shall mean the holder of an outstanding Award.
(d) “ Board ” shall mean (i) the Board of Directors of the Company or (ii) both the Board and the Committee, if a
Committee has been appointed in accordance with Section 4(a) of the Plan.
(e) “ Code ” shall mean the Internal Revenue Code of 1986, as amended.
(f) “ Committee ” shall mean the Compensation Committee appointed by the Board of Directors in accordance with
Section 4(a) of the Plan, if one is appointed; provided, however, if the Board of Directors appoints more than one
Committee pursuant to Section 4(a), then “Committee” shall refer to the appropriate Committee, as indicated by the context
of the reference.
(g) “ Common Shares ” shall mean the common shares of Microsoft Corporation.
(h) “ Company ” shall mean Microsoft Corporation, a Washington corporation and any