Microsoft stock options for employee

FindLaw For Legal Professionals Not a Legal Professional? Edit Your Profile Log Out. FindLaw Corporate Counsel Contracts Compensation Stock Plan - Microsoft Corp. Purpose of the Plan. The purposes of this Stock Plan are to attract and retain the best available individuals for positions of substantial responsibility, to provide additional incentive to such individuals, and to promote the success of the Company's business by aligning the financial interests of Employees and Consultants providing personal services to the Company or to any Parent or Microsoft of the Company with long-term shareholder value.

Awards granted hereunder may be Incentive Stock Options, Nonqualified Stock Options, Stock Awards, or SARs, at the discretion of the Board and as reflected in the terms of the Award Agreement. As used herein, the following definitions shall apply: Continuous Status as a Participant shall not be considered interrupted i for an Employee in the case employee sick leave, maternity leave, infant care leave, medical emergency leave, military leave, or any other leave of absence authorized in writing by a Vice President of the Company prior to its commencement, and for for a Consultant, in the case of any temporary interruption in such person's availability to provide microsoft to the Company which has been authorized in writing by a Vice President of the Company prior to its commencement.

Microsoft 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 for 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 for are not Employees for purposes of this Plan, whether or not such persons are, or may be reclassified by the courts, the Internal Revenue Service, the Employee. 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.

Shares Subject to the Plan. Subject to the provisions of Sections 14 and 16 of the Plan, the maximum aggregate number of Shares increased, proportionately, in the event of any stock split or stock dividend with respect to the Shares which may be awarded and delivered under the Plan shall not exceed the sum of a any Shares available for future awards, as of the Effective Date, under the Microsoft Corporation Stock Option Plan, as amended " Stock Plan" and b microsoft Shares that are represented by awards under the Stock Plan which, stock the Effective Date, are forfeited, expire, are cancelled without delivery of Shares, or otherwise result in the return of Shares to the Company.

The Shares may be authorized, but unissued, or reacquired Common Shares. If an Award should expire or become unexercisable for any reason without having been exercised in full, the undelivered Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future Awards under the Plan.

Administration of the Plan. The Plan shall be administered by the Board of Directors of the Company. Once appointed, such Committees shall continue to serve until otherwise directed by the Board of Directors.

Subject to the provisions of the Plan, the Board shall have the authority, in its discretion: All decisions, determinations, and interpretations of the Board shall be final and binding on all Participants and Awardees. For avoidance of doubt, directors are not eligible to participate in the Plan unless they are Employees or Consultants.

If an Option is in tandem with an SAR, such that the exercise of the Option or SAR with respect to a Share cancels the tandem SAR or Option right, respectively, with respect to each Microsoft, the tandem Option and SAR rights with respect to each Share shall be counted as stock but one Share for purposes of the Maximum Annual Participant Award.

The Conversion Options may be Incentive Stock Options or Nonqualified Stock Options, as determined microsoft the Committee; provided, however, that stock appreciation rights in the acquired entity shall only be converted to or substituted with Nonqualified Stock Options. The Conversion Options shall be options to purchase the number of Common Shares determined by multiplying the number of shares of the acquired entity's common stock underlying each such stock option or stock appreciation right immediately prior to the closing of such merger or acquisition by the number specified in the applicable merger or acquisition agreement for conversion of each share of such entity's common stock to a Common Share the "Merger Ratio".

Such Conversion Options shall be exercisable at an exercise price per Common Employee increased to the nearest whole employee equal to the exercise price per share of the acquired entity's common employee under each such stock option or stock appreciation right immediately prior to closing divided by the Merger Ratio. No fractional Common Shares will be issued upon exercise of Stock Options. In lieu of such issuance, the Common Shares issued stock to each such exercise shall be rounded to the closest whole Share.

All other terms and conditions applicable to such stock options and stock appreciation rights prior to closing of the acquisition, including vesting, shall remain unchanged under the Conversion Options. The maximum aggregate number of Shares underlying all such Stock Awards shall not exceed 25, Common Shares increased, proportionately, in the event of any stock split or stock dividend with respect employee the Shares. Any Stock Award granted to an Employee who is non-exempt for purposes of the FLSA shall include a vesting period of not less than six 6 months.

After the Committee determines that it will offer a Options Award, it will advise the Awardee in writing or electronically, by means of an Award Agreement, of the terms, conditions and restrictions, including vesting, if any, related to the offer, including the number of Shares that the Awardee shall be entitled to receive or purchase, the price to be paid, if any, and, if applicable, the time within which the Awardee must accept the offer.

Employee offer shall be accepted by execution of an Award Agreement in the manner determined by the Committee. To the extent that the Awardee purchased the Shares granted under such Stock Award and any such Shares remain non-vested at the time the Awardee ceases to be a Stock, the cessation of Participant status shall cause an immediate sale of such non-vested Shares to the Company at the original price per Common Share paid by the Awardee.

The Committee is authorized to grant both tandem stock appreciation rights "Tandem SARs" and stand-alone stock appreciation rights "Stand-Alone SARs" as described below.

If the surrender is so approved, then the distributions to which the Awardee shall become entitled under this Section 8 b may be made in Common Shares valued at fair market value on the Option surrender date, in cash, or partly in Shares and partly in cash, as the Committee shall deem appropriate.

The Stand-Alone SAR shall cover a specified number of Common Shares and shall be exercisable upon such terms and conditions stock the Committee shall establish. Upon exercise of the Stand-Alone SAR, the holder shall be entitled to receive a distribution from the Company in an amount equal to the excess of A the aggregate fair market value on the exercise date of the Common Shares underlying the exercised right over B the aggregate base price in effect for those Shares.

In no event, however, may the base price per Share be less than the fair market value per underlying Common Share on the grant date. The Plan shall become effective as of the Effective Date.

It shall continue in effect until terminated under Section 17 of the Plan. The term of each Award shall be no more than ten 10 years from the date of grant. Exercise Price and Options. If the Shares cease to be listed on Nasdaq, the Board shall designate an alternative method of determining the fair market value of for Shares. Payment may also be made by delivering a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds necessary to pay the exercise price.

If the Awardee is an officer of the Company within the meaning of Section 16 of the Exchange Act, he may, in addition, be allowed to pay all or part of the purchase price with Shares which, as of the exercise date, the officer has owned for for 6 months or more. If the Awardee is a participant in the Microsoft Corporation Stock Option Gain And Bonus For Program, he may in addition be allowed to pay all or part of the purchase price of any deferred Option with Shares.

Shares used by officers to pay the exercise price shall be valued at options fair market value on the exercise date. If an Awardee is an officer of the Company within the meaning of Section 16 of the Exchange Act, he may elect to pay such withholding tax obligations by microsoft the Company withhold Shares having a value equal to the amount required to be withheld.

The value of the Shares to be withheld shall equal the fair market stock of the Shares on the day the Award is exercised. The right of an officer to dispose of Shares to the Company in satisfaction of withholding tax obligations shall be deemed to be approved as part of the initial grant of an Award, unless thereafter rescinded, and shall otherwise be made in compliance with Rule 16b-3 and other for regulations.

Any Award granted hereunder shall be exercisable at such times and under such conditions as determined by the Board at the time of grant, and as shall be permissible under the terms of for Plan. An Award may not be exercised for a fraction of a Share. An Award shall be deemed to be exercised when written or electronic notice stock such exercise has been given to the Company in accordance with the terms of the Award by the person entitled to exercise the Award and full payment for the Shares with respect to which the Award is exercised has been received by the Company.

Full payment may, as authorized by the Board, consist of any consideration and method of payment stock under Section 11 c of the Plan. Until the issuance as evidenced by the appropriate entry on the options of the Company or of a duly authorized transfer agent of microsoft Company of the share certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares subject to the Award, notwithstanding the exercise of the Award.

The Company shall issue or cause to be issued such share certificate promptly upon exercise of the Award. In the event that the exercise of an Award is treated in part as the exercise of an Incentive Stock Option and in part as the exercise of a Nonqualified Stock Option pursuant to Section 6 athe Company shall issue a share certificate evidencing the Shares treated as acquired options the exercise of an Incentive Stock Option and a separate share certificate evidencing the Shares treated as acquired upon the exercise of a Nonqualified Stock Option, and for identify each such certificate accordingly in its share transfer records.

No adjustment will be made for a dividend or other right for which the record date is prior to the date the share certificate is issued, except as provided in Section 14 of the Plan. Exercise of an Award in any manner and delivery of the Shares subject to such Award shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Award, employee the number of Shares as to which the Award is exercised.

In the event of termination of an Awardee's Continuous Status as a Participant, such Awardee may exercise his or her rights under any outstanding Awards to the extent exercisable on for date of termination but in no event later than the date of expiration of the term of such Award as set forth in the Award Agreement.

To the extent that the Awardee was not entitled to exercise his or her rights under such Awards at the date of such termination, or does not exercise such rights within the time specified in the individual Award Agreements, the Awards shall terminate.

Notwithstanding the provisions of Section 12 b above, in the event of termination of an Awardee's Continuous Status as a Participant as a result of total and permanent disability i. Such exercise must occur within eighteen 18 options or such shorter time as is specified in the grant from the date on which the Participant ceased performing services as a result of the total and permanent disability but in no event later than the date of expiration of the term of such Award as set forth in the Award Agreement.

To the extent that the Awardee was not entitled to exercise such Award within the time specified herein, the Award shall terminate. Notwithstanding the provisions of Section 12 b above, in the event of the death of an Awardee: An Award 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 and stock be exercised, during the lifetime of the Awardee, only by the Awardee; provided that the Board may permit further transferability, on a general or specific basis, and may impose conditions and limitations on any permitted transferability.

Adjustments to Shares Subject to the Plan. The number of Shares covered by each outstanding Award, the Maximum Annual Employee Award and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the price per Share covered by each such outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination, or reclassification of the Shares, or any other increase or for in the number of issued Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration.

Except as expressly provided herein, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment microsoft reason thereof shall be made with respect to, the number or price of Shares subject to an Award. In the event of the proposed dissolution or liquidation of the Company, the Award will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by options Board.

The Board may, in the exercise of its sole discretion in such instances, declare that any Award shall terminate as of a date fixed by the Board and give each Awardee the right to exercise an Award as to all or any part of the Shares subject to an Award, including Shares as to which options Award would not otherwise be options. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another employee, each Award shall be assumed or an equivalent award shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless such successor corporation does not agree to assume the Award or to substitute an equivalent award, in which case the Board shall, in lieu of such assumption or substitution, provide for the Awardee to have the right to exercise the Award as to all of the Shares subject to Awards, including Shares as to which the Award would not otherwise be exercisable.

If the Board makes an Award fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Board shall notify the Awardee that the Award shall be fully exercisable for a period of fifteen 15 days from the date of such notice, and the Award will terminate upon the expiration of such period. Time of Granting Awards. The date of grant of an Award shall, for all purposes, be the date on which the Company completes the corporate action relating to the grant of such Award microsoft all conditions to the grant have been satisfied, provided that conditions to the exercise of an Award shall not defer the date of grant.

Notice of a grant shall be given to each Participant to whom an Award is so granted within a reasonable time after the determination has been made. The Board shall have the right to substitute or assume Awards in connection with mergers, reorganizations, separations, or other transactions to which Section a of the Code applies, provided such substitutions and assumptions employee permitted by Section of the Code and the regulations promulgated thereunder.

The number of Shares reserved pursuant to Section 3 may be increased by the corresponding number of Awards assumed and, in the case of a substitution, by the net increase in the number of Shares subject to Awards before and after the substitution.

Amendment and Termination of the Plan. The Board may amend or terminate the Plan from time to time in such respects as the Board may deem advisable including, but not limited to amendments which the Board deems appropriate to enhance the Company's ability to claim deductions related to stock option exercises options provided that any increase in the number of Shares subject to the Plan, other than in connection with an adjustment under Section 14 of the Plan, shall require approval of or ratification by the shareholders of the Company.

The Board shall have the authority to adopt such modifications, procedures, and subplans as may be necessary or desirable to comply with provisions of the laws of foreign countries in which the Company or its Subsidiaries may operate to assure the viability of the benefits from Awards granted to Participants performing services in such countries and to meet the objectives of the Plan.

Any such amendment or termination of the Plan shall not affect Awards employee granted and such Awards shall remain in full force and effect options if this Plan had not been amended or terminated, unless mutually agreed stock between the Awardee and the Board, which agreement must be in microsoft and signed by the Awardee and the Company. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant employee the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act ofas for, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Options. Nothing in the Plan shall confer upon any Participant the right to an Award or to continue in service as an Employee or Consultant for stock period of specific duration, or interfere with or otherwise microsoft in any way the rights of the Company or any Parent or Subsidiary employing or retaining such personor of any Participant or Awardee, which rights are hereby expressly reserved by each, to terminate such person's services at any time for any reason, with or without cause.

The Plan, as amended, is subject to approval by the shareholders of the Company at the Annual Meeting of Shareholders to be held on November 9,