1991 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
1991 EMPLOYEE STOCK PURCHASE PLAN
Microsoft Corporation (the "Company") does hereby establish its 1991 Employee Stock Purchase Plan as
1. Purpose of the Plan. The purpose of this Plan is to provide eligible employees who wish to become
shareholders in the Company a convenient method of doing so. It is believed that employee participation in the
ownership of the business will be to the mutual benefit of both the employees and the Company. It is the intention
of the Company to have the Plan qualify as an "employee stock purchase plan" under Section 423 of the Internal
Revenue Code of 1986. The provisions of the Plan shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of that Section of the Code.
2.1 "Base pay" means regular straight time earnings, plus review cycle bonuses and overtime payments, payments
for incentive compensation, and other special payments except to the extent that any such item is specifically
excluded by the Board of Directors of the Company (the "Board").
2.2 "Account" shall mean the funds accumulated with respect to an individual employee as a result of deductions
from his paycheck for the purpose of purchasing stock under this Plan. The funds allocated to an employee's
account shall remain the property of the respective employee at all times but may be commingled with the general
funds of the Company.
3. Employees Eligible to Participate. Any regular employee of the Company or any of its subsidiaries who is in
the employ of the Company on one or more offering dates is eligible to participate in the Plan, except (a)
employees whose customary employment is 20 hours or less per week, and (b) employees whose customary
employment is for not more than five months in any calendar year.
4. Offerings. There will be twelve separate consecutive six-month offerings pursuant to