Directors’ Indemnification Trust Agreement Sample Contracts

AMENDED AND RESTATED DIRECTORS’ INDEMNIFICATION TRUST AGREEMENT
Directors’ Indemnification Trust Agreement • October 20th, 2016 • Microsoft Corp • Services-prepackaged software • California

This AMENDED AND RESTATED DIRECTORS’ INDEMNIFICATION TRUST AGREEMENT (this “Trust” or this “Agreement”) between MICROSOFT CORPORATION, a Washington corporation (“Grantor”), and The Bank of New York Mellon Trust Company, N.A. the “Trustee”), whose address is 400 South Hope Street, Suite 500, Los Angeles, California 90071, and, as an additional party, Charles H. Noski (the “Beneficiaries’ Representative”) shall be effective as of the date of the receipt of the last Beneficiary consent necessary to constitute the consent of a majority of the living Beneficiaries (the “Effective Date”).

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