RESIGNATION AGREEMENT AND FULL AND FINAL RELEASE OF CLAIMS 1. -Steven Sinofsky, resigned from his employment with Microsoft Corporation ("Microsoft"), effective November 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 a-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, en-the date-the-Agreement-beeernes-irreveeable-by-Steyea-fkeTr sevea-days-after-exeeetienkMicrosoft agrees and-eammitmentsr MIC-PaSaft-agrees to pay Steven; (Wea-Augest48720-1-37the value ain-eletlars7 raious-requiced-taxes-and-witltheksling-of the shares of stock that would have ewe -vested and become payable under his Company stock awards with grant numbers xxxxxx, yyyyyy, etc. (_ shares) tapprex-9-millien-clellarsetedayls-valtre)-and (ii) Aftel-en-August48720-1-4-in recognition of his half year employment in fiscal year 2013, 50% of the shares of stock that would have ethecwise-vested and become payable under the Company stock awards with grant numbers (_ shares)(collectively, the "Stock Awards") in connection with a qualifying "retirement" under the stock award agreements for the stock awards on the Separation Date(epiarem-3-millien-cleilars-at-tedayts-value). Payment will be (A) in cash, (B) made within fifteen (15) days following each vesting date under the stoc