1991 STOCK OPTION PLAN, AS AMENDED
1. Purpose of the Plan. The purposes of this Stock Option Plan are to attract and retain the best available
personnel for positions of substantial responsibility, to provide additional incentive to such individuals, and to
promote the success of the Company's business by aligning employee financial interests with long-term
Options granted hereunder may be either Incentive Stock Options or Nonqualified Stock Options, at the
discretion of the Board and as reflected in the terms of the written option agreement.
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; provided, however, if the Board of Directors appoints more than
one Committee pursuant to Section 4, then "Committee" shall refer to the appropriate Committee, as indicated by
the context of the reference.
(d) "Common Stock" shall mean the common stock of Microsoft Corporation.
(e) "Company" shall mean Microsoft Corporation, a Washington corporation and any successor thereto.
(f) "Continuous Status as an Employee" shall mean the absence of any interruption or termination of service as an
Employee. Continuous Status as an Employee shall not be considered interrupted in the case of sick leave,
maternity leave, infant care leave, medical emergency leave, military leave, or any other leave of absence
authorized in writing by a Vice President of the Company prior to its commencement.
(g) "Disinterested Person" shall have the same meaning as defined in Rule 16b-3(c)(2) promulgated by the
Securities and Exchange Commission pursuant to its author