Form of Executive Officer Incentive Plan Stock Award Agreement



 Exhibit 10.18 
 EXECUTIVE OFFICER INCENTIVE PLAN 
 STOCK AWARD AGREEMENT UNDER 
 THE MICROSOFT CORPORATION 2001 STOCK PLAN 
 Award Number <<GRANT IDENTIFIER>>

 1. Award of Stock Awards. Microsoft Corporation (hereinafter the “Company”), in the exercise of its sole discretion
pursuant to the Microsoft Corporation 2001 Stock Plan (the “Plan”), does on                      (the “Award Date”) hereby
award to <<AWARDEE>> (the “Awardee”) <<#>> Stock Awards (“SAs”) upon the terms and subject to the conditions hereinafter contained. Capitalized terms used but not
defined herein shall have the meanings assigned to them in the Plan. SAs represent the Company’s unfunded and unsecured promise to issue Common Shares at a future date, subject to the terms of this Award Agreement and the
Plan. Awardee has no rights under the SAs other than the rights of a general unsecured creditor of the Company. 
 2. Vesting of SAs.

 (a) Subject to the terms of this Award Agreement and the Plan and provided that Awardee remains continuously employed through
the vesting dates set out below, the SAs shall vest as follows: 
  

				
	 Vesting Date
	 	Percentage
of SAs	 
	                     , 20    
(“Initial Vest Date”)
	 	25	%
	 One (1) year from the Initial Vest Date
	 	25	%
	 Two (2) years from the Initial Vest Date
	 	25	%
	 Three (3) years from the Initial Vest Date
	 	25	%

 Vesting will not occur before the first NASDAQ Stock Market regular trading day that is on
or after the applicable vesting date above. 
 (b) AWARDEE’S RIGHTS IN THE SAs SHALL BE AFFECTED, WITH REGARD TO BOTH VESTING
SCHEDULE AND TERMINATION, BY LEAVES OF ABSENCE, CHANGES IN THE NUMBER OF HOURS WORKED, PARTIAL DISABILITY, AND OTHER CHANGES IN AWARDEE’S EMPLOYMENT STATUS AS PROVIDED IN THE COMPANY’S CURRENT POLICIES IN SUCH MATTERS. ACCOMPANYING
THIS AWARD AGREEMENT IS A CURRENT COPY OF THE COMPANY’S POLICIES IN SUCH MATTERS. THESE POLICIES MAY CHANGE FROM TIME TO TIME WITHOUT NOTICE IN THE COMPANY’S SOLE DISCRETION, AND AWARDEE’S RIGHTS WILL BE GOVERNED BY THE POLICIES
IN EFFECT AT THE TIME OF ANY EMPLOYMENT STATUS CHANGE. E-MAIL “BENEFITS” FOR A COPY OF THE MOST CURRENT POLICIES AT ANY POINT IN TIME. 
 3. Termination. Unless terminated earlier under Section 4, 5 or 6 below, an Awardee’s rights under this Award Agreement with respect to the SAs issued under this Award Agreement shall terminate at the time such
SAs are converted into Common Shares and distributed to Awardee. 
 4. Termination of Awardee’s Status as a Participant. Except
as otherwise specified in Section 5, 6 and 7 below, in the event of termination of Awardee’s Continuous Status as a Participant (as such term is defined in Section 2(j) of the Plan), Awardee’s rights under this Award
Agreement in any unvested SAs shall terminate. For the avoidance of doubt, an Awardee’s Continuous Status as a Participant terminates at the time Awardee’s actual employer ceases to be the Company or a “Subsidiary” of the
Company, as that term is defined in Section 2(y) of the Plan. 
 5. Disability of Awardee. Notwithstanding the provisions of
Section 4 above, in the event of termination of Awardee’s Continuous Status as a Participant as a result of total and permanent disability (as such term is defined 








 
in Section 12(c) of the Plan), the next vesting date for the SAs, set out in Section 2(a), above, shall accelerate by twelve (12) months as of such date
of termination. If Awardee’s disability originally required him or her to take a short-term disability leave that was later converted into long-term disability, then for the purposes of the preceding sentence the date on which Awardee
ceased performing services shall be deemed to be the date of commencement of the short-term disability leave. Awardee’s rights in any unvested SAs that remain unvested after the application of this Section 5 shall terminate at the
time Awardee ceases to be in Continuous Status as a Participant. 
 6. Death of Awardee. Notwithstanding the provisions of
Section 4 above, in the event of the death of Awardee: (a) If Awardee is, at the time of death, in Continuous Status as a Participant, the next vesting date for the SAs, set out in Section 2(a) above, shall accelerate by twelve
(12) months as of the date of death. (b) Awardee’s rights in any unvested SAs that remain after the application of Section 6(a) shall terminate at the time of Awardee’s death. 
 7. Retirement of Awardee. Notwithstanding the provisions of Section 4 above, in the event of Awardee’s Retirement, Awardee shall be
treated as continuously employed through the vesting periods in Section 2(a) above. For this purpose, “Retirement” means termination of employment with the Company or its direct and indirect subsidiaries after the earlier of
(a) age 65, or (b) attaining age 55 and 15 years of Continuous Service, provided that immediately prior to termination of employment the Awardee is employed by Microsoft (or its direct and indirect subsidiaries) in the United
States.
 This Section 7 will only apply to a Retirement if (a) the Retirement is more than one year after August 29,
20    , (b) Awardee executes a release in conjunction with the Retirement in the form provided by the Company, and (c) Awardee’s employment does not terminate due to misconduct (as determined in the sole discretion
of the Company’s senior corporate officer in charge of the Human Resources department), including but not limited to misconduct in violation of Company policy and misconduct that adversely affects the Company’s interests or reputation.

 For purposes of this Section 7, “Continuous Service” means that Awardee has continuously remained an employee of the Company or its
direct and indirect subsidiaries, measured from Awardee’s “most recent hire date” as reflected in the Company records. For an Awardee who became an employee of the Company following the acquisition of his or her employer by the
Company or its direct or indirect subsidiaries, service with the acquired employer shall count toward Continuous Service, and Continuous Service shall be measured from Awardee’s acquired company hire date as reflected in the Company’s
records. 
 8. Value of Unvested SAs. In consideration of the award of these SAs, Awardee agrees that upon and following termination of
Awardee’s Continuous Status as a Participant for any reason (whether or not in breach of applicable laws), and regardless of whether Awardee is terminated with or without cause, notice, or pre-termination procedure or whether Awardee asserts or
prevails on a claim that Awardee’s employment was terminable only for cause or only with notice or pre-termination procedure, any unvested SAs under this Award Agreement shall be deemed to have a value of zero dollars ($0.00). 
 9. Conversion of SAs to Common Shares; Responsibility for Taxes. 
 (a) Provided Awardee has satisfied the requirements of Section 9(b) below, on the vesting of any SAs, such vested SAs shall be converted
into an equivalent number of Common Shares that will be distributed to Awardee within 90 days after the date of the vesting event, or in the event of Awardee’s death, to Awardee’s legal representative within 90 days after date of death;
provided that SAs that vest on                     , 20    , shall be converted into an equivalent number of Common Shares that
will be distributed to Awardee (1) after the number of SAs subject to this Award Agreement is determined, and (2) between August 31 and September 30, 20    . Notwithstanding the foregoing, if accelerated
vesting of an SA occurs pursuant to a provision of the Plan not addressed in this Award Agreement, distribution of the related Common Share shall not occur until the date distribution would have occurred under this Award Agreement absent such
accelerated vesting. The distribution to Awardee, or in the case of Awardee’s death, to Awardee’s legal representative, of Common Shares in respect of the vested SAs shall be evidenced by a stock certificate, 








 
appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, or other appropriate means as determined by the Company. In
the event ownership or issuance of Common Shares is not feasible due to applicable exchange controls, securities regulations, tax laws or other provisions of applicable law, as determined by the Company in its sole discretion, Awardee, or in the
event of Awardee’s death, Awardee’s legal representative, shall receive cash proceeds in an amount equal to the value of the Common Shares otherwise distributable to Awardee, as determined by the Company in its sole discretion, net of
amounts withheld in satisfaction of the requirements of Section 9(b) below. 
 (b) Regardless of any action the Company or
Awardee’s actual employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account, or other tax-related withholding items (“Tax-Related Items”) that
arise in connection with the SAs, Awardee acknowledges and agrees that the ultimate liability for any Tax-Related Items determined by the Company in its discretion to be legally due by Awardee, is and remains Awardee’s responsibility. Awardee
acknowledges and agrees that the Company and/or Awardee’s actual employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the SAs, including the grant of the
SAs, the vesting of SAs, the conversion of the SAs into Common Shares or the receipt of an equivalent cash payment, the subsequent sale of any Common Shares acquired and the receipt of any dividends; and (ii) do not commit to and are under no
obligation to structure the terms of the grant or any aspect of the SAs to reduce or eliminate Awardee’s liability for any Tax-Related Items. 
 Prior to the relevant taxable or tax-withholding event, as applicable, Awardee shall pay, or make adequate arrangements satisfactory to the Company or to Awardee’s actual employer (in their sole discretion) to satisfy all
obligations for Tax-Related Items. In this regard, Awardee authorizes the Company or Awardee’s actual employer to withhold all applicable Tax-Related Items from Awardee’s wages or other cash compensation payable to Awardee by the
Company or Awardee’s actual employer. Alternatively, or in addition, the Company or Awardee’s actual employer may, in their sole discretion, and without notice to or authorization by Awardee, (i) sell or arrange for the sale of
Common Shares to be issued upon the vesting of SAs or other event to satisfy the withholding obligation, and/or (ii) withhold in Common Shares, provided that the Company and Awardee’s actual employer shall withhold only the amount of
shares necessary to satisfy the minimum withholding amount or such other amount determined by the Company as not resulting in negative accounting consequences for the Company. Awardee will be deemed to have been issued the full number of Common
Shares subject to the SAs, notwithstanding that a number of whole vested Common Shares are held back solely for the purpose of paying the Tax-Related Items. Awardee shall pay to the Company or to Awardee’s actual employer any amount of
Tax-Related Items that the Company or Awardee’s actual employer may be required to withhold as a result of Awardee’s receipt of SAs, the vesting of SAs, or the conversion of vested SAs to Common Shares that cannot be satisfied by the means
described in this paragraph. Except where applicable legal or regulatory provisions prohibit and notwithstanding anything in the Plan to the contrary, the standard process for the payment of an Awardee’s Tax-Related Items shall be for the
Company or Awardee’s actual employer to withhold in Common Shares only to the amount of shares necessary to satisfy the minimum withholding amount or such other amount determined by the Company as not resulting in negative accounting
consequences for the Company. The Company may refuse to deliver Common Shares to Awardee if Awardee fails to comply with Awardee’s obligation in connection with the Tax-Related Items as described in this section 9. 
 (c) In lieu of issuing fractional Common Shares, on the vesting of a fraction of a SA, the Company shall round the shares to the nearest whole
share and any such share that represents a fraction of a SA will be included in a subsequent vest date. 
 (d) Until the
distribution to Awardee of the Common Shares in respect of the vested SAs is evidenced by a stock certificate, appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, or other appropriate means, Awardee
shall have no right to vote or receive dividends or any other rights as a shareholder with respect to such Common Shares, notwithstanding the vesting of SAs. No adjustment will be made for a dividend or other right for which the record date is
prior to the date Awardee is recorded as the owner of the Common Shares, except as provided in Section 14 of the Plan. 
 (e) By accepting the Award of SAs evidenced by this Award Agreement, Awardee agrees not to sell any of the Common Shares received on account of vested SAs at a time when applicable laws or Company 








 
policies prohibit a sale. This restriction shall apply so long as Awardee is an Employee, Consultant or outside director of the Company or a Subsidiary of the
Company. 
 10. Non-Transferability of SAs. Awardee’s right in the SAs awarded under this Award Agreement and any interest
therein may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, other than by will or by the laws of descent or distribution. SAs shall not be subject to execution, attachment or other process. 

11. Acknowledgment of Nature of Plan and SAs. In accepting the Award, Awardee acknowledges that: 
 (a) the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by
the Company at any time, as provided in the Plan; 
 (b) the Award of SAs is voluntary and occasional and does not create any
contractual or other right to receive future awards of SAs or other awards, or benefits in lieu of SAs even if SAs have been awarded repeatedly in the past; 
 (c) all decisions with respect to SAs or other future awards, if any, will be at the sole discretion of the Company; 
 (d) Awardee’s participation in the Plan is voluntary; 
 (e) the future value of the underlying Common Shares is unknown and cannot be predicted with certainty; 
 (f) if Awardee receives Common Shares, the value of such Common Shares acquired on vesting of SAs may increase or decrease in value;

 (g) notwithstanding any terms or conditions of the Plan to the contrary and consistent with Section 4, above, in the event
of termination of Awardee’s Continuous Status as a Participant under circumstances where Section 7 does not apply (whether or not in breach of applicable laws), Awardee’s right to receive SAs and vest under the Plan, if any, will
terminate effective as of the date that Awardee is no longer actively employed and will not be extended by any notice period mandated under applicable law. Awardee’s right to receive Common Shares pursuant to the SAs after termination of
Continuous Status as a Participant, if any, will be calculated as of the date of termination of Awardee’s active employment and will not be extended by any notice period mandated under applicable law. The senior corporate officer in charge of
the Human Resources department shall have the exclusive discretion to determine when Awardee is no longer actively employed for purposes of the award of SAs; and 
 (h) Awardee acknowledges and agrees that, regardless of whether Awardee is terminated with or without cause, notice or pre-termination
procedure or whether Awardee asserts or prevails on a claim that Awardee’s employment was terminable only for cause or only with notice or pre-termination procedure, Awardee has no right to, and will not bring any legal claim or action for,
(a) any damages for any portion of the SAs that have been vested and converted into Common Shares, or (b) termination of any unvested SAs under this Award Agreement.
 12. No Employment Right. Awardee acknowledges that neither the fact of this Award of SAs nor any provision of this Award Agreement or the Plan or
the policies adopted pursuant to the Plan shall confer upon Awardee any right with respect to employment or continuation of current employment with the Company or with Awardee’s actual employer, or to employment that is not terminable at
will. Awardee further acknowledges and agrees that neither the Plan nor this Award of SAs makes Awardee’s employment with the Company or Awardee’s actual employer for any minimum or fixed period, and that such employment is subject to
the mutual consent of Awardee and the Company or Awardee’s actual employer, and may be terminated by either Awardee or the Company or Awardee’s actual employer at any time, for any reason or no reason, with or without cause or notice or
any kind of pre- or post-termination warning, discipline or procedure. 
 13. Administration. The authority to manage and control the
operation and administration of this Award Agreement shall be vested in the Committee (as such term is defined in Section 2(f) of the Plan), and the Committee shall have all powers and discretion with respect to this Award Agreement as it has
with respect to 








 
the Plan. Any interpretation of the Award Agreement by the Committee and any decision made by the Committee with respect to the Award Agreement shall be final and
binding on all parties. References to the Committee in this Award Agreement shall be read to include a reference to any delegate of the Committee acting within the scope of his or her delegation. 
 14. Plan Governs. Notwithstanding anything in this Award Agreement to the contrary, the terms of this Award Agreement shall be subject to the
terms of the Plan, and this Award Agreement is subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. 
 15. Notices. Any written notices provided for in this Award Agreement that are sent by mail shall be deemed received three business days after
mailing, but not later than the date of actual receipt. Notices shall be directed, if to Awardee, at Awardee’s address indicated by the Company’s records and, if to the Company, at the Company’s principal executive office.

 16. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to SAs awarded under the
Plan or future SAs that may be awarded under the Plan by electronic means or request Awardee’s consent to participate in the Plan by electronic means. Awardee hereby consents to receive such documents by electronic delivery and agrees to
participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. 
 17. Acknowledgment. By Awardee’s acceptance as evidenced below, Awardee acknowledges that Awardee has received and has read, understood and accepted all the terms, conditions and restrictions of this Award Agreement,
the Plan, and the current policies referenced in Section 2(b) of this Award Agreement. Awardee understands and agrees that this Award Agreement is subject to all the terms, conditions, and restrictions stated in this Award Agreement and in
the other documents referenced in the preceding sentence, as the latter may be amended from time to time in the Company’s sole discretion. Awardee further acknowledges that Awardee must accept this Award Agreement in the manner prescribed by
the Company no later than the earlier of the first anniversary of Award Date or the first vesting date specified in Section 2(a) of this Award Agreement. 
 18. Board Approval. These SAs have been awarded pursuant to the Plan and accordingly this Award of SAs is subject to approval by an authorized committee of the Board of Directors. If this Award of SAs has
not already been approved, the Company agrees to submit this Award for approval as soon as practical. If such approval is not obtained, this award is null and void. 
 19. Governing Law. This Award Agreement shall be governed by the laws of the State of Washington, U.S.A., without regard to Washington laws that might cause other law to govern under applicable principles of
conflicts of law.
 20. Severability. If one or more of the provisions of this Award Agreement shall be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to
the extent permissible by law, any provisions that could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award Agreement to be construed so as to foster the intent of this Award Agreement and the
Plan. 
 21. Complete Award Agreement and Amendment. This Award Agreement (including the policies referenced in Section 2(b)),
the Notice of Receipt of Stock Awards (if any), and the Plan constitute the entire agreement between Awardee and the Company regarding SAs. Any prior agreements, commitments or negotiations concerning these SAs are superseded. This Award
Agreement may be amended only by written agreement of Awardee and the Company, without consent of any other person, provided that no consent is necessary to an amendment that in the reasonable judgment of the Committee confers a benefit on
Awardee. Awardee agrees not to rely on any oral information regarding this Award of SAs or any written materials not identified in this Section 21. 







 22. Code Section 409A. This Award Agreement shall be interpreted, operated, and administered in a
manner so as not to subject Awardee to the assessment of additional taxes or interest under Code section 409A, and this Award Agreement shall be amended as the Company, in its sole discretion, determines is necessary and appropriate to avoid
the application of any such taxes or interest. 
 EXECUTED as of the Award Date above written. 
  

	
	 MICROSOFT CORPORATION

	
	 Lisa Brummel,

	
	 Senior Vice President, Human Resources


 AWARDEE’S ACCEPTANCE: 
 I have read and fully understood this Award Agreement and, as referenced in Section 17 above, I accept and agree to be bound by all of the terms, conditions and restrictions contained in this Award Agreement and the other documents
referenced in it. I intend to express my acceptance of the Award and this Award Agreement by typing my name in Awardee acceptance window provided in “step 2” of the award acceptance checklist, and I further intend the typing of my
name to have the same force and effect in all respects as a handwritten signature.