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MSFT > SEC Filings for MSFT > Form 8-K on 23-Sep-2013All Recent SEC Filings

Show all filings for MICROSOFT CORP

Form 8-K for MICROSOFT CORP


23-Sep-2013

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Effective September 19, 2013 the Compensation Committee of the Board of Directors of Microsoft Corporation (the "Company") approved (1) the amended Microsoft Corporation Executive Officer Incentive Plan (the "Incentive Plan");
(2) the form of Executive Officer Incentive Plan Stock Award Agreement under the Microsoft Corporation 2001 Stock Plan (Section 162(m) Performance-Based Awards) (the "162(m) Award Agreement"); and (3) the form of Executive Officer Incentive Plan Stock Award Agreement under the Microsoft Corporation 2001 Stock Plan (Service-Based) (the "Service-Based Award Agreement").

The Company may from time to time make awards to executive officers under the Service-Based Award Agreement ("Special Awards") to achieve a range of objectives. These include:

Ensuring continuity of key leaders during the transition to a new chief executive officer

Preserving our competitive position by enhancing retention of key executives with critical skills of strategic importance

Recognizing sustained exceptional performance providing significant value to the Company over a period of years

Ensuring that our key executives have sufficient unvested equity to provide alignment with shareholders

Special Awards will generally have the following characteristics and terms:
(1) awards will be limited to the situations described above; (2) awards will vest over a period of at least thirty months; (3) awards will not exceed the share limits on individual awards under the Microsoft Corporation 2001 Stock Plan and will range from 25% to 150% of the recipient's annual target compensation; (4) awards will not qualify for the retirement vesting provisions described in the Service-Based Award Agreement; (5) unvested awards will be subject to forfeiture upon termination of employment; and (6) awards will be subject to the Company's executive compensation recovery policy.

The summary is qualified by the text of the Incentive Plan, 162(m) Award Agreement, and Service-Based Award Agreement, copies of which are filed as exhibits to this report and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number       Description

10.17        Microsoft Corporation Executive Officer Incentive Plan

10.20        Form of Executive Officer Incentive Plan Stock Award Agreement under
             the Microsoft Corporation 2001 Stock Plan (Section 162(m)
             Performance-Based Awards)

10.21        Form of Executive Officer Incentive Plan Stock Award Agreement under
             the Microsoft Corporation 2001 Stock Plan (Executive Incentive
             Program - Service-Based)

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