STOCK OPTION PLAN
FOR CONSULTANTS AND ADVISORS
1. Purposes of the Plan. The purposes of this Stock Option Plan are to attract and maintain a long-term
relationship with the best available consultants and advisors, to provide additional incentive to such individuals,
and to promote the success of the Company's business. Options granted hereunder shall be Nonqualified Stock
Options, and shall be evidenced by written Stock Option Agreements.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Board" shall mean the Committee, if such Committee has been appointed, or the Board of Directors of the
Company, if such Committee has not been appointed.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Committee" shall mean the Committee appointed by the Board of Directors in accordance with paragraph
(a) of Section 4 of the Plan, if one is appointed.
(d) "Common Stock" shall mean the common stock of Microsoft Corporation.
(e) "Company" shall mean Microsoft Corporation, a Washington corporation.
(f) "Continuous Status as a Consultant or Advisor" shall mean the absence of any interruption, expiration, or
termination of an Optionee's consulting or advisory relationship, with the Company. Continuous Status as a
Consultant or Advisor shall not be considered interrupted in the case of any temporary interruption in such
person's availability to provide services to the Company which has been authorized in writing by a Vice President
of the Company prior to its commencement; provided, however, that the Company may require suspension of
vesting in such cases. Continuous Status as a Consultant or Advisor shall not be considered terminated if such
person accepts employment with the Company, and thereafter a person's Continuous Status as an Employee, and
the effects of an interruption or termination thereof (including by reason of death or disability), shall be determined
with reference to the Company's 1991 Stock Option