RESIGNATION AGREEMENT AND FULL AND FINAL RELEASE OF CLAIMS 1. Tressities-cleEkResiorvatiefirl . Steven Sinofsky, resigned from myhis employment with Microsoft Corporation ("Microsoft"), effective November ___, 2012 ("Separation Date"). tWe wish to reeeiveagree on the consideration described in Paragraph 2 below, to which The would net-be otherwise entitled, and in exchange for that consideration Twe have chosen to sign this Resignation Agreement and a Full and Final Release of Claims ("Agreement"). 1-aoknowleelgeSteven acknowledges that myhis execution of this Agreement is knowing and voluntary,l-haye 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 mehim to execute this Agreement. 2. Consideration. In exchange for myhis 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, on the first-anniyer-sary-of-date the Separatien-Date7Agreement becomes irrevocable by Steven (i.e., seven days after execution), Microsoft agrees to pay meSteven a cash lump sum in the amount of — Dollars -$ )7$3 million dollars, less required taxes and withholding. In addition, the Company acknowledges he have "retired" for purposes of the vesting of his outstanding stock awards. Accordingly, and alto in exchange for myhis compliance with the above obligations and commitments, Microsoft agrees to pay meSteven, (i) on August 18, 2013, the value in dollars minus required taxes and withholding of the shares of stock that would have beenotherwise vested and become payable under myhis Company stock awards with grant numbers xxxxxx, yyyyyy, etc. ( ( shares) (approx 9 million dollars at today's value) and (ii) And on August 18. 2014 in recognition of his half year employment in fiscal year 2