MICROSOFT CORPORATION EXECUTIVE EMPLOYMENT AGREEMENT THIS Executive Employment Agreement (hereinafter Agreement) is made as of the 19 days of December 2019, by and between Microsoft Corporation (hereinafter Company) and Heather Lin (hereinafter Executive) in consideration of the mutual covenants and obligations herein contained. I. Statement of Employment A. The Executive agrees to develop and oversee operations for Research and Development on behalf of the Company serving as Vice President of the Research and Development team. Responsibilities include oversight of all teams engaged in research and development as designated in the attached Company Manual and Guidebook the Company Manuel); developing new teams and research with a potential commercial value; new software content for existing Company products; and ensuring that commercial applications of new and existing research are fully ready to deliver at the agreed upon start dates. B. The Executive will report to the Company COO and CEO and may, upon request, present updates to the Companys Board of Directors and Shareholders on matters specific to their responsibilities. C. All Executive Agreements are governed by the Company Manual, in addition to the Company Executive and Ethics Code of Conduct (collectively "Manuals"). Both Manuals and Policies available at Microsoft.com may be changed from time to time with or without notice. Acceptance of the contract as indicated by the signature below constitutes acceptance of the policies and terms stated in these documents. This contract is subject to proof of employment eligibility and proof of the highest degree. II. License for Likeness and Image The Executive grants the Company the right to use the Executives name, likeness, and biographical information (Likeness) in conjunction with the Companys advertisement and media strategy related to any commercial products owned and developed by the Company and any audio, video, or other multimedia recordings or photographs of the Executive made in connection with the Executives execution of their responsibilities. When the Company no longer employs the Executive, the Executive may request, in writing, that the Company remove the Executives Likeness from its media products. The Company will make a good-faith effort to try and remove the Executives Likeness from such products. III. Compensation The Company and the Executive agree that the compensation for this Agreement will be made as follows: _____ (Executives Initials) The Company agrees to pay the Executive an annual salary in the amount of Nine Hundred Thousand Dollars ($900,000.00) for executing responsibilities set forth herein. AND _____ (Executives Initials) The Company agrees to pay the Executive a bonus in the amount of One-Hundred Thousand Dollars ($100,000.00) in connection with executing this Agreement. IV. Non-Compete The Executive agrees to refrain from accepting employment with any known competitor of the Company for a period of not less than twelve (12) months after departing the Company. V. Termination This Agreement may be terminated by the written agreement of both parties. In the event that either party shall be in default of its material obligations under this Agreement and shall fail to remedy such default within sixty (60) days after receipt of written notice thereof, this Agreement shall terminate upon expiration of the sixty (60) day period. VI. Miscellaneous A) This Agreement represents the entire Agreement between the parties and supersedes all prior or contemporaneous oral or written understandings. B) If a discrepancy exists between any Company policy and this Agreement, this Agreement shall govern. C) This Agreement shall be governed by the laws of the state of Delaware. NOW INTENDING to be legally bound, the parties hereto have caused this Agreement to be executed on the day and date first above written. For Executive: For COMPANY: ___________________________ __________________________ Signature Signature Name: _____________________ Name: _____________________ Title: ______________________ Title: ______________________ Date: ______________________ Date: ______________________ Background Facts: In a decidedly aggressive move to compete with competitors like Uber, Lyft, and General Motors in developing an autonomous vehicles division unit, on Friday, Sept. 6, 2022, Google offered a former Microsoft executive, Heather Lin, a position to develop and run an autonomous train vehicle division in China. Google is a Delaware corporation with its headquarters in California. Microsoft is also a Delaware corporation with its headquarters in Washington state. Lin accepted. Upon accepting the position, Lin notified Google HR that she had left Microsofts employment approximately 3 months earlier in June and that she did not have an enforceable non-compete agreement. At the time she left, Lin had worked as vice president of Microsoft's Research & Development Division. Media reports on Thursday, Sept. 5, indicated that Lin was expected to be joining Google and would head up a new artificial intelligence effort in China for Googles autonomous vehicles division. Lin started working for Microsoft, in the Seattle headquarters, in 2012 focusing on developing coding for faster searches. Fresh out of graduate school, Lin and Microsoft did not sign an employment contract when she began working there. She was quite successful, and her talent was recognized and rewarded with regular promotions. In fact, by 2019, Lin was promoted to VP of R&D at Microsoft. This promotion was accompanied by a large pay increase and a new employment contract. The employment contract included a non-compete clause stating that Lin could not work for any direct competitor of Microsoft for twelve months after she left the company. On signing the new employment contract Lee received a bonus of $100,000. In March 2022 top Microsoft executives met with Lee to discuss the poor performance of her development team. Specifically, the internet search division development team was months behind on a key section of code. In that meeting, which took place via zoom and was recorded, Lin claims that the Microsoft executives agreed to waive her non-compete clause if her team delivered the needed code in the next two months. The team successfully delivered the project before the new deadline and Lin began to look for a new job. In June 2022, both Lin and Microsoft mutually agreed to part ways, and by September 6, 2022, Lin had accepted a job at Google. Please review the attached contract and develop a business memo identifying at least three legal issues Microsoft will raise in the likely event Microsoft sues Google and Lin to enforce Lins non-compete agreement. The issues you identify should be outcome determinative and address whether Microsoft will be successful in its suit against Google and Lin. Grading Rubric: Memos will be reviewed for accuracy in legal analysis, including the correct identification of the rule of law as well as for completeness and professional presentation. Sloppy, typo-laden, or incomplete memos will not meet the foregoing standard and will be rejected as incomplete and will not be graded. Each memo is required to include the following sections: Executive Summary; Background Facts; Issue statement (please identify at least 3 material legal issues); Governing Law; Analysis; and Conclusion. Re: Long-form Memo Assignment on Microsoft Suit against Google and Heather Lin Date: Feb. 14, 2023 Executive Summary: For 15% of your grade, you are required to prepare a business memo addressing at least 3 outcome-determinative legal issues arising in connection with the Background Facts set forth in this memo. Your memo should be approximately 5 pages, 12pt. font, double-spaced