EXECUTIVE OFFICER INCENTIVE PLAN
The Microsoft Corporation Executive Officer Incentive Plan is intended to provide incentive compensation to
executive officers of the Company. Except as provided in Section 4.6, Awards under the Plan are intended to qualify
as performance-based compensation under Sections 162(m) and 409A of the Internal Revenue Code. This Plan
replaces the Microsoft Corporation Annual Performance Bonus Plan for Executive Officers for all executive officers
effective as of July 1, 2008.
The terms used in this Plan include the feminine as well as the masculine gender and the plural as well as the
singular, as the context in which they are used requires. The following terms, unless the context requires otherwise,
are defined as follows:
Eligibility and Participation
Executive officers of the Company are eligible to receive Awards under the Plan. An executive officer designated
by the Committee to receive an Award under Section 4.1 shall be a Participant in the Plan and shall continue to be a
Participant until any amounts due under any Awards he may receive have been paid.
2.1 “Award” means the incentive compensation awarded by the Committee under Section 4.1.
2.2 “Business Criteria” means the following: sales or licensing volume, revenues, customer satisfaction, expenses,
organizational health/productivity, earnings (which includes similar measurements such as net profits, operating
profits and net income, and which may be calculated before or after taxes, interest, depreciation, amortization or
taxes), margins, cash flow, shareholder return, return on equity, return on assets or return on investments,
working capital, product shipments or releases, technology advances and innovations, brand or product
recognition or acceptance (including market share) and/or stock price.
2.3 “Code” means the Inte