(iv) the consummation of a sale of all or substantially all of the Companys assets (other than to
an affiliate of the Company); or
(v) the Companys shareholders approve a plan of complete liquidation or dissolution of the Company.
(f) Code means the Internal Revenue Code of 1986, as amended.
(g) Committee means the Compensation Committee of the Board.
(h) Company means Microsoft Corporation, a Washington corporation, and any successor entity.
(i) Consultant means any individual other than an Employee or a Non-Employee Director who is directly engaged by, and paid by, the
Company, to render personal services to the Company.
(j) Continuous Status and Continuous Status as a Participant mean
(1) for Employees, the absence of any interruption or termination of service as an Employee, (2) for Non-Employee Directors, the absence of any interruption, removal, termination, or other cessation of service as a Non-Employee Director,
and (3) for Consultants, the absence of any interruption, expiration, or termination of that persons personal services to the Company or the occurrence of any termination event as set forth in that persons Award Agreement. An
Employees Continuous Status is not considered interrupted in the case of a leave of absence or other time away from work during which Continuous Status is not considered interrupted in accordance with Company policies.
(k) Conversion Options means the Options described in Section 6(c) of the Plan.
(l) Director Fee Award means a cash award granted under the Plan to a Non-Employee Director, including retainers and meeting-based
fees.
(m) Employee means any person, including an officer, who is a common law employee of, receives remuneration for personal
services to, is reflected on the official human resources database as an employee of, and is on the payroll of the Company or any Parent or Subsidiary of the Company. A person is on the payroll if he or she is paid from the payroll department of the
Company, or any Parent or Subsidiary of the Company. Persons providing services to the Company, or to any Parent or Subsidiary of the Company, pursuant to an agreement with a staff leasing organization, temporary workers engaged through or employed
by temporary or leasing agencies, and workers who hold themselves out to the Company, Parent, or Subsidiary to which they are providing services as being independent contractors, or as being employed by or engaged through another company while
providing the services are not Employees for purposes of the Plan, whether or not the persons are, or may be reclassified by the courts, the Internal Revenue Service, the U.S. Department of Labor, or other person or entity as, common law employees
of the Company, Parent, or Subsidiary, either solely or jointly with another person or entity.
(n) Effective Date means the date
this Plan is approved by the shareholders of the Company.
(o) Exchange Act means the Securities Exchange Act of 1934, as amended.
(p) Incentive Stock Option means any Option intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code.
(q) Non-Employee Director means a member of the Companys Board of Directors who is not an
Employee.
(r) Nonqualified Stock Option means an Option not intended to qualify as an Incentive Stock Option.
(s) Option means a stock option granted under the Plan, including any Incentive Stock Option and any Nonqualified Stock Option.
(t) Parent means a parent corporation, whether now or hereafter existing, as defined in Section 424(e) of the Code.
(u) Plan means this 2017 Stock Plan, including any amendments to it.
(v) Restricted Stock Award means a grant of Shares that is subject to certain specified restrictions (including, without limitation, a
requirement that the Awardee remain in Continuous Status for a specified period of time).
(w) SAR means a stock appreciation right
awarded under the Plan.
(x) Section 409A means Section 409A of the Code, including any amendments or successor provisions to
that section, and any regulations and other administrative guidance thereunder, in each case as they may be from time to time amended or interpreted through further administrative guidance.
2017 PROXY STATEMENT 87