EMPLOYMENT AND NONCOMPETITION AGREEMENT THIS EMPLOYMENT AGREEMENT ('Agreement'), is made and entered into by and between Scott D. Cook ('Employee'), and MICROSOFT CORPORATION, a Washington corporation ('Microsoft'). Microsoft desires Employee to serve as an Executive Vice President, and Employee desires to serve and be employed by Microsoft in such capacity; B. In connection with Employee's employment with Microsoft, Employee shall receive, have access to, and contribute to various confidential information and materials, which constitute valuable proprietary information of Microsoft; C. Employee's commitment to continue to devote his full-time efforts on Microsoft's behalf, as reflected in this Agreement, is an essential part of the transactions (the 'Reorganization') described in that certain Agreement and Plan of Reorgan ization dated October 13, 1994 (the 'Reorganization Agreement'), by and between Microsoft and Intuit Inc. (the 'Acquired Company'), and Microsoft would not consummate the Reorganization without this Agreement, and D. Microsoft and Employee desire to set forth the terms and conditions of Employee's employment with Microsoft.
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