Revised: September 14, 2010
This policy covers Microsoft’s executive officers, principal accounting officer, and other executives who have been designated as participants in Microsoft’s Executive Incentive Plan (collectively referred to as “covered officers”).
Microsoft will seek to recover, at the direction of the Compensation Committee after it has considered the costs and benefits of doing so, incentive compensation awarded or paid to a covered officer for a fiscal period if the result of a performance measure upon which the award was based or paid is subsequently restated or otherwise adjusted in a manner that would reduce the size of the award or payment. Where the result of a performance measure was considered in determining the compensation awarded or paid, but the incentive compensation is not awarded or paid on a formulaic basis, the Compensation Committee will determine in its discretion the amount, if any, by which the payment or award should be reduced. In addition, if a covered officer engaged in intentional misconduct that contributed to award or payment of incentive compensation to him or her that is greater than would have been paid or awarded in the absence of the misconduct, Microsoft may take other remedial and recovery action, as determined by the Compensation Committee.