STOCK AWARD AGREEMENT
(Granted Under The Microsoft Corporation 1999 Stock Plan for Non-Employee Directors)
Award Number Number
1. Award of Stock Awards . Microsoft Corporation (hereinafter the “Company”), in the exercise of its sole discretion pursuant
to the Microsoft Corporation 1999 Stock Plan for Non-Employee Directors (the “Plan”), does as of (the “Award Date”)
hereby award to Name (the “Awardee”) Number ( Number ) Stock Awards (“SAs”) upon the terms and subject to the
conditions hereinafter contained. SAs represent the Company’s unfunded and unsecured promise to issue Shares at a future
date, subject to the terms of this Award Agreement and the Plan. Awardee has no rights under the SAs other than the rights of
a general unsecured creditor of the Company.
Capitalized terms used but not defined herein shall have the meanings assigned to them in the Plan.
2. Vesting Schedule and Conversion of SAs . Subject to the terms of this Award Agreement and the Plan and provided that
Awardee continues to serve as a director of the Company throughout the vesting periods set out below, the SAs shall vest and
be converted into an equivalent number of Shares that will be distributed to the Awardee as follows; provided that fractional
SAs shall be converted into Shares as set out in Section 4(c) of this Award Agreement:
The Change in Control provisions in Section 9 of the Plan shall, in appropriate circumstances, modify the application of the
vesting provisions above.
3. Termination of Awardee’s Status as a Director . In the event of termination of Awardee’s status as a director of the
Company, Awardee’s rights under this Award Agreement in any unvested SAs shall terminate.
4. Conversion of SAs to Shares; Responsibility for Taxes .
(a) Provided Awardee has satisfied the requirements of Section 4(b) below, on the vesting of any SAs, such vested SAs shall
be converted into an equivalent number