Summary
This Form 8-K filing from Microsoft Corporation reports on the details of a retirement agreement with former Windows Division President, Steven Sinofsky, following his resignation in November 2012. The agreement outlines Mr. Sinofsky's post-employment obligations, including non-competition and non-solicitation clauses, as well as confidentiality and cooperation requirements. In exchange for fulfilling these covenants, Microsoft has agreed to a structured payout of Mr. Sinofsky's outstanding unvested stock awards and a portion of his fiscal year 2013 performance awards, to be disbursed over time based on their original vesting schedules.
Key Highlights
- 1Details of a Retirement Agreement between Microsoft and former Windows President Steven Sinofsky are disclosed.
- 2The agreement addresses Mr. Sinofsky's post-employment restrictions, including non-competition and non-solicitation clauses.
- 3Mr. Sinofsky is also bound by confidentiality obligations and a requirement to cooperate with Microsoft.
- 4Microsoft will pay Mr. Sinofsky the value of certain outstanding unvested stock awards and a portion of his FY13 performance awards.
- 5These payments are to be made over time through August 2016, following the original vesting schedules.
- 6The agreement includes a release of claims by Mr. Sinofsky against Microsoft.
- 7Microsoft will indemnify Mr. Sinofsky against certain claims related to his employment.
Frequently Asked Questions
The main purpose of this 8-K filing is to disclose the terms of a retirement agreement between Microsoft Corporation and its former President of the Windows Division, Steven Sinofsky, following his departure in November 2012.
Mr. Sinofsky's obligations include not competing with Microsoft by joining certain competitors or encouraging customers to switch from Microsoft products, not soliciting Microsoft employees, cooperating with litigation, and not disparaging Microsoft. He must also adhere to existing confidentiality and intellectual property agreements.
In return for his adherence to the agreement's terms, Microsoft will pay Mr. Sinofsky the value of his outstanding unvested stock awards granted before fiscal year 2013 and 50% of his fiscal year 2013 performance stock awards. These payments will be made according to the original vesting schedules, extending through August 2016.
The filing indicates that Microsoft will be making payments related to stock awards to Mr. Sinofsky through August 2016. The exact financial impact would depend on the market price of Microsoft stock at each vesting date, but it represents a commitment to compensate a key former executive as per the agreed terms.