Exhibit 10.19
Microsoft
Corporation
Annual
Performance Bonus Plan
for Executive
Officers
(Effective
July 1, 2007)
1. Purpose of
the Plan
This Microsoft
Corporation Annual Performance Bonus Plan for Executive Officers
(the “Plan”) is designed to motivate Plan participants
to achieve the financial and other objectives of Microsoft
Corporation (“Microsoft”).
2. Eligibility
and Participation
Executive
officers of Microsoft (“Executive Officers”), including
the Chief Executive Officer (“CEO”), are automatically
eligible to participate in the Plan and, therefore, are each
referred to herein as a “Participant.”
3.
Administration
The Microsoft
Corporation Compensation Committee (“Compensation
Committee”) administers the Plan.
4.
Establishment of Performance-Based Commitments
The CEO in
consultation with Microsoft’s Board of Directors
(“Board”) shall establish annually his
performance-based commitments (the “Commitments”) for
each fiscal year (the “Performance Year”). For all
other Participants, the CEO shall approve the Participant’s
Commitments for each Performance Year. The Commitments may be based
on organizational and/or individual goals, and may include
quantitative and/or qualitative goals. Commitments may be based on
the Executive’s responsibilities and may include financial or
strategic measures, including:
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product
development and implementation,
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developer
community satisfaction,
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organizational
and leadership,
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strategic
planning and development,
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operations
excellence, and
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efficiency and
productivity.
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5.
Determination of Bonus Amounts
Approval of
CEO Bonus . The independent members of
the Board determine the CEO’s
bonus after receiving a
recommendation from the Compensation Committee. The Compensation
Committee makes its recommendation after considering the results of
the CEO performance review conducted by the Microsoft Corporation
Governance and Nominating Committee.
Approval of
Other Executive Officer Bonuses . The Compensation Committee
of the Board determines the bonuses of Participants other than the
CEO after receiving a recommendation from the CEO.
Basis of Bonus
Recommendations . Bonus recommendations will
be based on an assessment of the extent to which each Participant
achieved his Commitments and other feedback and input from the
Senior Vice President, Human Resources. The following factors may
be considered in assessing achievement of Commitments:
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difficulty of
the Commitments,
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business
environment in which the Commitments were achieved;
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consistency and
reliability of performance across Comm
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