RESIGNATION AGREEMENT AND FULL AND FINAL RELEASE OF CLAIMS 1. Steven Sinofsky, resigned from his employment with Microsoft Corporation ("Microsoft"), effective November 12—, 2012 ("Separation Date"). We wish to agree on the consideration described in Paragraph 2 below, to which he would be otherwise entitled, and in exchange for that consideration we have chosen to sign this Resignation 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 xxxxxx, yyyyyy, etc. 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 (collectively, the "Stock Awards") in connection with a qualifying "retirement" under the stock award agreements for the stock awards on the Separation Date. 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