2.7 Compensation means total cash performance-based pay received by the participant from a Participating
Company. By way of illustration, but not limitation, Compensation includes salary, wages, performance bonuses, commissions, incentive compensation and overtime but excludes relocation, equalization, patent and
sign-on bonuses, expense reimbursements, meal allowances, commuting or automobile allowances, any payments (such as guaranteed bonuses in certain foreign jurisdictions) with respect to which salary reductions
are not permitted by the laws of the applicable jurisdiction, and income realized as a result of participation in any stock plan, including without limitation any stock option, stock award, stock purchase, or similar plan, of the Company or any
Subsidiary.
2.8 Enrollment Agreement means an agreement between the Company and an employee, in such form as may be established by the Company from time
to time, pursuant to which the employee elects to participate in this Plan or elects changes with respect to such participation as permitted under the Plan.
2.9
ESPP Broker means a stock brokerage or other entity designated by the Company to establish accounts for stock purchased under the Plan by participants.
2.10 Fair Market Value means the closing bid price as reported on the National Association of Securities Dealers Automated Quotation National Market System or
the other primary trading market for the Companys common stock.
2.11 Offering Date as used in this Plan shall be the commencement date of an
offering, as set forth in Section 4. A different date may be set by the Administrator.
2.12 Participating Company means the Company and any
Subsidiary that has been designated by the Administrator to participate in the Plan. For purposes of participation in the Statutory Plan, only the Company and its Subsidiaries may be considered Participating Companies, and the Administrator shall
designate from time to time which Subsidiaries will be Participating Companies in the Statutory Plan. The Administrator shall designate from time to time which Subsidiaries will be Participating Companies in the
Non-Statutory Plan provided, however, that at any given time, a Subsidiary that is a Participating Company in the Statutory Plan will not be a Participating Company in the
Non-Statutory Plan. The foregoing designations and changes in designation by the Administrator shall not require shareholder approval. Notwithstanding the foregoing, the term Participating Company
shall not include any Subsidiary that offers its employees the opportunity to participate in an employee stock purchase plan covering the Subsidiarys common stock.
2.13 Plan means this Microsoft Corporation Employee Stock Purchase Plan.
2.14 Purchase Price is the price per share of common stock of the Company as established pursuant to Section 5 of the Plan.
2.15 Subsidiary means any corporation (other than the Company), domestic or foreign, that is in an unbroken chain of corporations beginning with Company if,
on an Offering Date, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain, as
described in Section 424(f) of the Code.
3. Employees Eligible to Participate. Any employee of a Participating Company who is in the employ of any
Participating Company on the last business day preceding the Offering Date for an offering is eligible to participate in that offering, except employees whose customary employment is for not more than five months in any calendar year.
4. Offerings. Subject to the right of the Company in its sole discretion to sooner terminate the Plan or to change the commencement date or term of any offering,
commencing January 1, 2022, the Plan will operate with separate consecutive three-month offerings with the following Offering Dates: January 1, April 1, July 1, and October 1. Unless a termination of or change to the Plan has
previously been made by the Company, the final offering under this Plan shall commence on October 1, 2031 and terminate on December 31, 2031. In order to become eligible to purchase shares, an employee must complete and submit an
Enrollment Agreement and any other necessary documents before the Offering Date of the particular offering in which he or she wishes to participate. Notwithstanding the foregoing and any provisions in this Plan to the contrary, upon the
effectiveness of this Plan, all employee payroll deduction elections made pursuant to Enrollment Agreements under the Prior ESPP shall be carried forward and be effective with respect to the first offering that commences under the New ESPP, unless
the participants in the Prior ESPP elect otherwise. Participation in one offering under the Plan shall neither limit, nor require, participation in any other offering.
5. Price. The Purchase Price per share shall be ninety percent (90%) of the Fair Market Value of the stock on the last Nasdaq trading day of the offering.
6. Number of Shares to be Offered. The maximum number of shares that will be offered under the Plan shall be equal to the number of shares that were available but
not used under the Prior Plan, as of January 1, 2022, the effective date of this Plan, subject