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FBI VOL00009

EFTA01121301

12 sivua
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RETIREMENT AGREEMENT AND FULL AND FINAL RELEASE OF CLAIMS 
1. 
Steven Sinofsky resigned from his employment with Microsoft Corporation ("Microsoft"), effective 
December 31, 2012 ("Separation Date"). We wish to agree on the consideration described in 
Paragraph 2 below, to which he would not be otherwise entitled, and in exchange for that 
consideration we have chosen to sign this Retirement Agreement and Full and Final Release of Claims 
("Agreement"). Steven acknowledges that his execution of this Agreement is knowing and voluntary 
and that he has had a reasonable period of time in which to consider whether to sign this Agreement. 
No coercion or undue influence has been exerted on him to execute this Agreement. 
2. Consideration. In exchange for his compliance with this Agreement and Sections 2, 3 and 6 of the 
Microsoft Corporation Employee Non-Disclosure Agreement (hereafter "Employee Agreement," 
attached hereto as Exhibit A), and honoring the commitments undertaken in this Agreement, Microsoft 
agrees to pay Steven the value (i) of the shares of stock that would have vested and become payable 
under his Company stock awards with grant numbers 0000000811105, 0000001087120, 
0000001180497, and 0000001299366 in connection with a qualifying "retirement" under the stock 
award agreements for the stock awards on the Separation Date; and (ii) in recognition of his half year 
employment in fiscal year 2013, 50% of the shares of stock that would have vested and become 
payable under the Company stock award with grant number 0000001299375 (collectively, the "Stock 
Awards,"), all based on the vesting schedule that would have applied in connection with a qualifying 
"retirement" on his separation date under his Stock Awards. Exhibit B conclusively sets forth the 
shares of stock subject to this Agreement and the applicable vesting dates therefor. Payment will be 
(A) in cash, (B) made within fifteen (15) days following each vesting date under the stock awards, (C) 
calculated by multiplying the number of shares that vest by the closing price of Microsoft common 
stock as reported on Nasdaq.com on the last open market trading day preceding the vesting date, and 
(D) reduced by required taxes and withholding. Steven understands and agrees that, in order to be 
eligible for the payments described in this Paragraph 2, he will be required to sign and provide to 
Microsoft a written certification (in the form attached hereto as Exhibit C) that he has complied with 
the terms of this agreement in all material respects, at least five (5) business days before the payment 
date. Microsoft agrees that it shall make these payments and provide these benefits unless Steven 
materially breaches this Agreement and fails to cure such breach within ten (10) days of written notice 
from Microsoft of such breach. 
3. Employee Agreement, Noncompetition and Nonsolicitation. Steven understands that Sections 2, 3 
and 6 of the Employee Agreement remains fully binding and enforceable according to their terms (the 
"Continuing Obligations"). Microsoft acknowledges and agrees that, other than the Continuing 
Obligations, the Employee Agreement is terminated and has no further force or effect. In addition to 
the Continuing Obligations, Steven agrees that he will not for a period of twelve (12) months after the 
Separation Date (a) accept direct or indirect employment with the following companies, Amazon, 
Apple, EMC, Facebook, Google, Oracle, VMWare; (b) directly or indirectly communicate with any client 
or customer of Microsoft or its subsidiaries listed on Exhibit D for the purpose of encouraging such 
client or customer to cease doing business with Microsoft or (c) intentionally do any of the following: 
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encourage, induce, attempt to induce or assist another to induce or attempt to induce any person 
employed by Microsoft or by one of Microsoft's subsidiaries to terminate his or her employment with 
Microsoft or its subsidiary or to work for any entity other than Microsoft or its subsidiary or interfere 
with the relationship between Microsoft and any officer thereof. For the sake of clarity, clause (c) shall 
not be violated if an employee of Microsoft is employed by an entity with which Steven is associated so 
long as he did not engage in activities described in clause (c). 
Steven has returned to Microsoft his Microsoft cardkey(s), corporate American Express card and phone 
card, if any, and any other Microsoft Property in his possession or control, including but not limited to 
hardware, software, source code, patent applications, budgets, personnel files, financial or marketing 
data, status reports, customer lists, customer contact information, personnel data, and any other 
proprietary or confidential data, documents and materials in any form or media (collectively, 
"Microsoft Property"). He has also agreed to permanently delete all Microsoft Property from any non-
Microsoft computer, electronic device, storage device, storage system, or storage service that is in his 
possession or under his control, including (without limitation) desktop and laptop computers, mobile 
telephones, tablet devices, memory sticks, disks, and hard drives. He acknowledges and agrees that 
nothing in this Agreement is Intended to, nor shall it, relieve him of any obligation he has under 
Sections 2, 3 and 6 the Employee Agreement. Anything to the contrary notwithstanding, nothing in 
this Agreement shall prevent Steven from retaining a home computer and security system, papers and 
other materials of a personal nature, including personal diaries, calendars and Rolodexes, information 
relating to his compensation or relating to reimbursement of expenses, agreements relating to his 
employment, and information that he reasonably believes may be needed for tax purposes. He also 
shall be permitted to retain copies of plans and programs relating to his employment that do not 
contain Microsoft confidential information. 
4. Cooperation. For the four (4) year period following the separation date, Steven agrees that, upon 
reasonable request, he will reasonably cooperate with Microsoft, its subsidiaries and affiliates, and any 
of their officers, directors, agents, employees, attorneys and advisors in Microsoft's investigation of, 
preparation for, and prosecution or defense of any matter(s) brought by or against Microsoft or any 
Released Party with respect to litigation concerning: (a) facts or circumstances about which he has any 
actual or alleged knowledge or expertise that was obtained during his employment with Microsoft; or 
(b) any of his acts or omissions, real or alleged, of his employment with Microsoft. Steven agrees that, 
upon reasonable notice, he will appear and provide full and truthful testimony in proceedings 
associated with the above referenced matters, provided that Microsoft shall reimburse him for all 
reasonable travel expenses (on a basis consistent with senior executive officers of Microsoft) 
associated with the giving of testimony and shall work with him as practicable to schedule the 
activities contemplated by this paragraph so as not to unreasonably interfere with his other personal 
or professional commitments. Microsoft agrees to defend, indemnify, and hold him harmless from and 
against all Claims to the extent that the Claims arise out of or relate to any of his acts or omissions, real 
or alleged, during his employment with Microsoft or in connection with his services under this 
Paragraph 4, except as prohibited by law. 
5. Release of Claims. Steven hereby agrees, that on behalf of himself and his marital community, heirs, 
executors, successors and assigns, to release (I.e., give up) all known and unknown claims that he 
currently has against any of the Released Parties. For purposes of this Agreement, the Released Parties 
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means: Microsoft and any of its current and former parents, subsidiaries, affiliates, related companies, 
joint ventures, their predecessors and successors, and with respect to each such entity, all of its past, 
present and future officers, directors, agents, shareholders, administrators, representatives, 
employees, attorneys, insurers, successor or assigns, each in his/her capacity as such. Steven 
understands and agrees that this release includes, but Is not limited to, any and all claims or causes of 
action arising under: 
(a) Any federal law relating to employment discrimination, termination of employment, benefits, 
wages, reasonable accommodation, or rights of disabled employees, such as the Age 
Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et seq., the Americans with 
Disabilities Act, the Equal Pay Act, the Fair Labor Standards Act, the Family and Medical Leave 
Act, Title VII of the 1964 Civil Rights Act, the Employee Retirement Income Security Act of 1974, 
and the Worker Adjustment and Retraining Notification Act. 
(b) Any state, local or foreign law relating to employment discrimination, termination of 
employment, benefits, wages, reasonable accommodation, or rights of disabled employees, 
including, but not limited to, the Washington Law against Discrimination. 
(c) Any other basis for legal or equitable relief whether based on express or implied contract, tort, 
statute, regulation, ordinance, common law, or other legal or equitable ground. 
Steven agrees that this Agreement is not an admission of guilt or wrongdoing by the Released Parties 
and acknowledges that the Released Parties do not believe or admit that they have done anything 
wrong. Steven understands that he is not waiving any (i) claims that the law does not permit him to 
waive, (ii) claims arising from events occurring after the date he signs this Agreement, (iii) claims for 
indemnification, contribution or for D&O coverage or (iv) claims for accrued benefits or compensation 
(except for claims pertaining to any awarded but unvested stock awards). Steven represents that he 
has not filed or caused to be filed any lawsuit, complaint, or charge against Microsoft or any of the 
Released Parties with respect to any claim this Agreement purports to waive with any governmental 
agency or in any court, and that he will not file, cause to file, initiate, or pursue (except as otherwise 
provided in this Agreement or required by law) any such complaints, charges, or lawsuits at any time 
hereafter other than to enforce his rights under this Agreement. 
Microsoft, on its behalf and on behalf of each Released Party in their capacity as such, hereby releases 
all known claims any of them have against Steven, excluding any claim related to fraud or 
misappropriation of Microsoft property. 
6. Confidentiality and Non-Disparagement. 
(a) Steven agree to keep all details of this Agreement and the details surrounding his separation in 
strict confidence except that he may make disclosures as follows: (1) to his immediate family; (2) to his 
financial and legal advisors who have a reasonable need to know this information; (3) to the extent he 
is compelled by subpoena or other legal process to disclose such information; or (4) to the extent 
reasonably required in order to prosecute or defend any action for breach of this Agreement. Steve 
agrees that if he does share this Agreement or any information in it with any of the aforementioned 
individuals, he will instruct such person(s) that the information is strictly confidential and that they 
may not share it with anyone else. The Parties agree that, to the extent that Microsoft discloses the 
3 
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terms of the Agreement in any filing with the Securities & Exchange Commission pursuant to the 
applicable securities laws and regulations, the foregoing obligation to maintain the confidentiality of 
the terms of this Agreement ceases with respect to the information disclosed in the filing. 
(b) Steven agrees not to make any disparaging remarks about Microsoft, its officers or directors, its 
products, or the Released Parties, including but not limited to disparaging statements relating to his 
employment with or separation from Microsoft; provided that commencing January 1, 2016, this 
clause (b) shall not be violated by statements or communications (in any medium) that (i) do not rely 
on confidential information obtained by Steven during his employment at Microsoft and (ii) are made 
directly or indirectly by Steven (A) regarding Microsoft products, services, or business practices or 
decisions that are created, rendered or implemented after January 1, 2016 or (B) regarding Microsoft 
products or services made after January 1, 2014 and that are made in connection with, related to or 
during the course of Steven's employment, engagement or other relationship with another business 
organization. 
(c) Microsoft agrees that it and its directors and members of the company's Senior Leadership Team 
(or any successor team thereto) will not make any disparaging remarks about him, including but not 
limited to disparaging statements relating to Steven's employment with or separation from Microsoft. 
Notwithstanding the foregoing, nothing in this Paragraph 6 shall prevent any person from: 
(i) responding publicly to any incorrect, disparaging or derogatory public statement to the 
extent reasonably necessary to correct or refute such public statement, or 
(ii) making any truthful statement to the extent: 
(x) necessary with respect to any litigation, arbitration or mediation involving this 
Agreement, including, but not limited to, the enforcement of this Agreement, or 
(y) required by law or by any court, arbitrator, mediator or administrative of legislative 
body (including any committee thereof) with actual or apparent jurisdiction to order 
such person to disclose or make accessible such information. 
7. 
No Assistance. Steven agrees not to provide assistance to any current or former Microsoft 
employee to initiate, pursue, or raise any complaints, concerns, claims, or litigation of any kind against 
the Released Parties, unless compelled to do so by a valid subpoena or court order. If compelled to 
testify or otherwise provide evidence in any proceeding, he will provide Microsoft with reasonably 
prompt notice of receipt of an order or other demand for his participation by giving notice to Brad 
Smith, General Counsel, Microsoft Corporation, One Microsoft Way, Redmond, WA 98052, in sufficient 
time for Microsoft to oppose such testimony or participation. To the extent prohibited by law, this 
paragraph does not prevent him from participating in government investigations. 
8. 
Future Employment. Steven understands and agrees that, as a condition of receiving the 
consideration described in Paragraph 2, he will not be entitled to any future employment with 
Microsoft or any subsidiary, joint venture, or affiliate of Microsoft in which Microsoft owns an interest 
of 50 percent or more (collectively, "Microsoft or its Affiliates"). He further agrees that he will not 
apply for, or otherwise seek future employment by Microsoft or its Affiliates, and that he will not 
4 
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institute or join any action, lawsuit or proceeding against Microsoft or its Affiliates for any failure to 
employ him. 
9. 
Entire Agreement. Microsoft and Steven acknowledge and agree that this Agreement contains the 
entire agreement of Microsoft and him as to matters addressed in it except as set forth in Paragraph 3 
and that it merges any and all prior written and oral communications concerning those matters. Other 
than what is expressly stated in this Agreement, no different or additional promises or representations 
of any kind have been made to induce him to sign this Agreement, which he signs freely and in the 
absence of any coercion or duress whatsoever. Steven understands that the terms of this Agreement 
may not be modified, amended or superseded except by a subsequent written agreement signed by his 
self and the undersigned Microsoft representative. 
10. Withholding of money owed. Except as would constitute an impermissible offset for purposes of 
Section 409A of the Internal Revenue Code, he authorizes Microsoft to withhold from any monies 
owed to him by Microsoft as of the Separation Date, via payroll deductions, any and all monies due to 
Microsoft from him, including without limitation cash and travel advances, amounts due the Company 
Store, employee benefit plan deductions, other advances and any unpaid credit or phone card charges. 
He understands that any such payroll deductions are for his convenience and for his full benefit. 
11. Governing Law and Dispute Resolution. 
(a) The Parties agree that the laws of the State of Washington will govern in any action brought by 
either himself or Microsoft to interpret or enforce the terms of this Agreement, without regard to 
principles of conflicts of laws that would call for the application of the substantive law of any 
jurisdiction other than the State of Washington. 
(b) The Parties further agree that any dispute arising in connection with the execution and/or 
operation of this Agreement or the Employee Agreement shall be resolved in the following manner 
unless otherwise agreed to by the Parties. 
(1) 
The Parties agree to first attempt to resolve all disputes through Informal negotiations. 
The Party contending there is a breach or other issue arising from or related to this 
Agreement shall provide written notice to the other Party describing with specific the 
nature of the breach of other issue. Within five (5) days after delivery of the written 
notice, the other Party shall respond in writing stating its position. 
(2) If the Parties are unable to resolve the dispute through informal negotiations, the 
Parties agree to resolve all disputes by binding arbitration before a qualified mutually 
selected arbitrator. The Party initiating the arbitration shall bear the burden of proof of 
breach and actual damages; provided, however, that no actual damages need to be 
proven for the arbitrator to award the liquidated damages provided for in this 
Agreement. The arbitrator shall issue a written decision within fifteen (15) days of the 
end of the hearing. The decision of the arbitrator shall be final and binding and may be 
enforced and a judgment entered in any court of competent jurisdiction. The 
arbitration itself, and all testimony, documents, briefs, and arguments therein, shall be 
5 
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kept confidential, except to the extent described in the exceptions listed in clauses (1) 
through (4) of Paragraph 6(a) above. 
(3) 
Notwithstanding the foregoing agreements in subparagraphs (1) and (2) of this section, 
the Parties agree that breach of the confidentiality and non-disparagement provisions 
set forth in Paragraph 6 could cause irreparable injury to the other party and that such 
other party will have the right to seek immediate injunctive relief or other equitable 
relief enjoining any threatened or actual breach in a court in King County or the Western 
District of Washington. 
12. Current Address. Through the fourth anniversary of the Separation Date, Steven agrees to provide 
Brad Smith, General Counsel, Microsoft Corporation, One Microsoft Way, Redmond, WA 98052, with 
his current home address and telephone number. 
13. Severability. The provisions of this Agreement are severable, and if any part of this Agreement is 
found to be unenforceable (with the exception of the noncompetition and nonsolicitation obligations 
set forth in Paragraph 3 and the Release contained in Paragraph 5), the remainder of this Agreement 
will remain fully valid and enforceable. To the extent any terms of this Agreement are called into 
question, all provisions shall be interpreted in a manner that would make them consistent with current 
law. 
14. Consideration Period. In compliance with the terms of the Age Discrimination in Employment Act 
and the Older Workers Benefit Protection Act, Steven expressly acknowledges that he have been given 
twenty-one (21) days to review this Agreement before signing it. He also understands that he may 
revoke this Agreement for a period of seven (7) days following his signature of it and will send such 
revocation in writing postmarked within the seven-day period to Brad Smith, and that it is not effective 
or enforceable until that seven-day revocation period has expired. He understands that he may sign 
this Agreement before the end of the 21-day consideration period but may not be required to do so. 
Steven fully understands that if he signs this Agreement prior to expiration of the 21-day consideration 
period, he will be waiving his right to the remainder of the 21-day consideration period. Steven 
understand that he was advised to seek legal counsel prior to signing this Agreement. The Effective 
Date of this Agreement shall be the day following expiration of the seven-day revocation period. 
Employee acknowledgment 
I ACKNOWLEDGE THAT I HAVE CAREFULLY READ AND HAVE VOLUNTARILY SIGNED THIS AGREEMENT 
AND RELEASE, THAT I FULLY UNDERSTAND ITS FINAL AND BINDING EFFECT, THAT BY SIGNING I 
INTENDED TO FULLY AND FINALLY RELEASE ANY AND ALL CLAIMS I MAY HAVE AGAINST MICROSOFT 
AND THE OTHER RELEASED PARTIES DESCRIBED IN PARAGRAPHS ABOVE, AND THAT, PRIOR TO 
SIGNING THIS AGREEMENT AND RELEASE, I HAVE BEEN ADVISED OF MY RIGHT TO CONSULT, AND 
HAVE BEEN GIVEN ADEQUATE TIME TO REVIEW HIS LEGAL RIGHTS WITH AN ATTORNEY OF MY 
CHOICE. 
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EMPLOYEE: 
Steven Sin fsky 
MICROSOFT CORPORATION: 
By 
IiAk- 17, 2013 
Date 
Bradford L. Smith, Executive Vice President and General Counsel 
Date 
Exhibits: 
A— Microsoft Corporation Employee Non-Disclosure Agreement 
B — Stock Award Payment Schedule 
C — Form of Certification 
D — Client/Customer List 
EFTA01121307
Sivu 8 / 12
EXHIBIT A 
MICROSOFT COMMIATion 
oa Lorca mcsometoin MtnSmart 
1. As an airplay« of LI ICROSOFT CORFOFIATEDN, a Deane corporate« (7.00ROSOFT% and h comaderatbn of the compensation 
now and heraftar pald ki me, I MN devote my bast efbrb b lathering tie test kleresa of lac:mm[3Fr. Wing my araployaiert I in rot Mange 
in any klrAty cc imestriert (other lhan an Ineesenent of less tan .01% of he starea ot a cowry taded on ~china 
acrirce), tat la) 
conflcts rith MICROSOFT.* teens= Intent. Inducing retort korts5ort, any tidiness salty rot contemplaled by tå Acntemert (b) wanks 
my inn 
tomb Ireerlan with Ire proper and dart pertormance of my Obs et MICROSOFT, or (4 ern 
rah is ~dirt 
exerts 
envy Judgmart ti MICROSOFT, Ø Set 
As used teen. MiCAOS0FT's lkalnasf nears N dendo~ nierkeIrig ard wort ol 
soften for Mains and probational tea, Øg 
~kV tram. tralsSess ard latiallorm trotrsell asset as boaks ard inters b 
re microcomputer maramphad. 
2. k al Ones during my empbyroart and teratier I ad rot ~on to anyona ottskia LOCTCSOFT rer tea tor ry puTom «he hin 
my work tor MCROSOFT ty any conkerde a proprietary lechrket, 4rrcUl, ~at 
mermlictuty or &then or ore kart* or 
tininess ~on 
a trade rats of MCROSOF7, Ircixtrq vittcut Iteatkm. oatåta barbs, prat" 
inetede memine km" 
drafts cost data computer program, brneras, detrebarrent a ~II 
wat, work h propose, ~es 
ard apples, b) arry 'Norma:in 
14CFCSOFT has ~Id 
torn others which MICROSOFT is Wasted lo real a ectraldenati or promlinery a c) any calldarCal a proprebry 
remake With hi ctattbel Mho MICROSOFT via b kernel alectmrk mid 8~1 aØ 
NS Ø 
fet dodo* arq catdantal er 
proprietary tdormatton to anyone Inside MICROSOFT rema on a nesed-b-knor dab. f I hems av ~dorm @sherd comgaim ma' 
oxfcktreld proprletary hbrinarlon a tads secrets, or b whom, tarry:or, Inside licrosot, It may ete clacked, tel 
MI anal' valh my manager at 
MIC.FIC),S0FT. 
3. het make prompt and AI disdoeuril to MICROSOFT, we hold in trust fa fe soli bereft of littflOSOI-1-, fl ed assir =Mai* 
to MICROSOFT al my %hi eida, and Intern tn and b any and al twentIons, dlaonles ds)gts, clamant* hoptvenanta warrant* 
mils/tali ard trade secrets (colectivoly heron irrardlOnal fall nab or »hay, may conater, fl
op, a mica to pmt dtarg ta period ot 
time I am h the employ of M ICFICISOFT. I hereby waive and ~en b MICADSOFT any and al dens of any man ritudsotrer ~Inuit 
a 
fenafor may have tor irdrinbernent of any patent restating from arty past apprcatons for any tretonn so assigred to MICROSOFT. 
My otrigabon to assign shall not apply to any 'mention about Mich I can prom tat 
a) 
it tru danoped entirety on my OM Ste; and 
b) 
no equipment, supplies, Way, or trade snit Pt ceriatkn of MICROSOFT emu teed ki(ladirmlopmert and 
c) 
h don not relate (I) catch to fn boned of tOCROSOFT a (i) b fe alai a dirMilitriliy attracted ~nth or 
anebanen of MICROSOFT; and 
d) 
N does retreat ton try work performadtryins br IA CROSOFL 
was assign to MICROSOFT a its destinee as my right lase, at Interest In and to dry are, al Iniffinfond M Ala In *Nett may be mated to be h 
the Ursted States by wry contract be *eon MICROSOFT and the Urited Stales a any of Its agendee 
4. them altaMed hereto a list describing al Imentons belaying to ma and niada byen prior b my emporånt MM MICROSOFT rat I 
eel to hem excluded km It Pramant 11 no ad lit I altached„ I represent that tent an rc ach twin 
f in tie cans of 
empoyment at MICROSOFT. I use h or harpeoase. Into a LI ICROSOFT product. Moen a  rrrartint an ~II 
matted by ms a n Taal thine 
an ~first MICROSOFT Is hereby granted and dal have an excersiva royary-tert inexable rendtede karma to rnså, tan mode. tall. ard 
me fir aminion *ghoul nattdona ble samt of my orreark or haw. 
5. Ira mate any proper oath or verity any groper toenail b correctlx, with caroing out tie Ins of tis ~et 
I. ban 
of 
my mental or physical rapacity a kx any ere mason Maoris, MICROSOFT I triable to lean my acmes, to trey bore pree art 
approtaxi tor any UMW Stain or ear part a copyrryl coreno; trrenare antned to MICROSOFT as stated aØ, I tote Immtoodiy 
de:4a and meant MICROSOFT and ite day auttionzed oilcan and arts ast ay agert ard Marry In tact, to act kr me and h my tea and 
stead to neon and me any ada appkallons and to do al ors lank permtled all le kitte to prOPOCUkon ad bursa at US. and err 
parents and copyrights thereon wen Its Puna legal law and eflact a r racteed by metal testy at MICROSOFT* rogues' ard aced n any 
Interference. legato\ a ore legal presswing alai may arise canna a ther my~Ma 
6, I 'acorn bal MICROSOFT has reamed and art recent' oxikental a ;44~ 
Intonation bore hrd panes aØ b a Asp On 
MICROSOFT's pan b ~an tr* ennlIdentaily of vat Informalai and to use I duly kr certain Wild purges. Durtna Ta *In or my 
employment sit Mereafier I owe MICROSOFT art such Mad parks a duty rer b chdose such cortkirdal or propleary iniortimiton b awe 
ram as necessary n carrying out my Men for MICROSOFT ard antitert vilt MICROSOFT? 1~1 
Oa DOI ltd party. 1ail rot IA. 
EFTA01121308
Sivu 9 / 12
mach irdorrnabon br the bendl of /myom otcL .1141CROSOFT «Ø hed party, or tn arry mcnk 
onsistent rritn any negerad baser 
MICROSOFT ard such tåt party of what I am made ne. 
7, arks: my errokyment al MICROSOFT Ivr1 ni ute Ina operty or chcbse try =edert or ers:vari Inansdon «trade ans 
of my former or armt em ~tre, principal, pantat comenttaera deras Gatas or ~kro of be Mr tra or ossynen of sal persons or 
endas ard I dt ret brIng ona, he nasa of MICROSOFT arry ~blaha docasoent or any ropats belnirt3 b any iucn persons or eates 
«ha vekas of [atomers urna tum persons or erdies hen dan verbal cement I ed rot akts way non-cbdoeue ca planeter, *a 
rionaement I rnIgN have aknedbcomeolon with gny auch penal or entry. 
8. I adorowled3e tal my erepbyrnent vd te of habits dragon and fat eda atomen «hd bi IN b hinna tra 
employrnent Saknat* al sa ard at *ny the we or Mag aum. I Sic admoded$ tet arry repaertdora b te conary are unauterized 
ard set ulka contafred b a kemi omta empoyment pytt gned by in dia ct dame «tb Dinar d Tratts:, enl Perwand 
Administration. I tuber acknoodape tal the lom and cordfas caishnereett ghal Knia lerahdon el my erphonert 
9. At te tue I ark the «day d MiCaZ3SOFT, lede nian b 141CADSOFT al mera ersairga folea memoranda, hansa 
apedficatorta cia" dricoma. doctinents, elda as ard tapas, ard any ort tvail on any talda orten at &dato &try oxider& or 
roordeury Ø« 
business ternution. ltd &mo reaan *ny brys ps aret bett donar:kor ohm proper/ babroh; b 10CAOSOFT 
10. Forna/lod of one yes, Civ ternindon of my enplonment I ed rof accept aparent or eroape In attika dincly or Irdracty 
FooReffol *rh tr  b~th 
dehad h Paraflon 1 eten) or db be *Jul ar derrcostabt ar4ckrbd remerch or dumbom< of 
MICROSOFTuol my tennhaton date. 
11. %hk empiorld at MICROSOFT aula* penal ed or* skr torn be tomheten of arg employment I dl not locke of atierng to 
ineuence crrecey or inrSrecatyartyEmpacryee of MICROSOFT b termhate tia ~ornat naYt M1CROSOFT «b erodo br aa another parso,. 
onirtity. 
12. I adrnowledge hat arr, Votatbc+ of fia Apmement by me ed causa treperabk ten b kOCROSOFT. and MICROSOFT shtf be 
enoted to earaortforary relief h court. frekaing, tut not bonad b. broortry reashro orders, preeminary iretrctons, ard prinarent Ireurckns. 
vethout ta neoasity of peang bord or searlry. 
13. If cool ps:eec:tro are requtred lo 'Mora *ny proision «b remsdy arry tar of ta Ageement be vevarm° party stue te 
erthsed b en and or reasonatee and reoessary apertses cl lapalon, Incluarc radons* asbMeyM bes 
te. I agna hat ltd Aprernent Mal be govemaior dporpome byte Inis din Stiedtrasterclonn suchlarisidsst corrnas 
b be penormed het Wasterobn by residerats of Washreilon ard rit renfan b my alm sarg sul of tb AGneenhent etal be popeny Nidin 
Kba Cauny, Wahinotcn ortsbo Federal Debet Ca-nate War Data of Waringeon. lfardproabn of tis /remsa tal te detured 
esoessieely troad,i1 dat be ~stad so u b *Mord 1MCROSOFT ta makan ~on 
pantat* by We Narr/ promotion of tie komernerr. 
vrid «kw dedared, tudi pratan Mal be avered from ha kneemert, watt tal fl
in reman h U brale end Ola Tues Aornmeni 
ses ismin tw eke "ramen: of the panks u b empbyrrsere at MICFOOSOfT and arry repaentakad pratan, or ~Sons in corecton 
thereee nobb" rob% ard &gned by be parks Mal not te etiop tann other party. 
HAVING READ AND FUtlY ONDERSTCOO THIS AGREEMENT„ I hake tigrad nyØos tis 
day& 
 19 E, 
Mentons esied on attached: 
Yes )4/  No 
k
 
illtA-a-C 
im 
SOFT CORFORADON VATNESS 
11/10e1 fmyriGet 
EFTA01121309
Sivu 10 / 12
EXHIBIT B 
Unvested Shares and Payment Schedule 
Grant Number 
8/31/2013 
8/31/2014 
8/31/2015 
8/31/2016 
0000000811105 
7,695 
- 
-
0000001087120 
56,681 
- 
-
0000001180497 
47,368 
47,369 
- 
-
0000001299366 
49,643 
49,643 
49,644 
-
0000001299375 
27,580 
27,580 
27,580 
27,580 
EFTA01121310
Sivu 11 / 12
EXHIBIT C 
CERTIFICATION 
I, Steven Sinofsky, certify that I have complied in all material respects with the terms of the Retirement 
Agreement and Full and Final Release of Claims (attached hereto). 
Steve Sinofsky 
Tore n, -2.O%3 
Date 
EFTA01121311
Sivu 12 / 12
EXHIBIT D 
CUENT/CUSTOMER UST 
Acer 
Asus 
Dell 
HP 
HTC 
IBM 
Intel 
Lenovo 
LG 
Nokia 
Qualcomm 
Samsung 
Sony 
Toshiba 
EFTA01121312