EFTA00392917.pdf

From: Jeffrey Epstein <jeevacation@gmail.com> To: Lesley Groff Subject: Fwd: Fwd: RE: Date: Mon, 01 Apr 2013 15:54:59 +0000 Forwarded messa e From: Lefkowitz, Jay P. Date: Mon, Apr 1, 2013 at 11:53 AM Subject: Re: Fwd: RE: To: Jeffrey Epstein <jeevacation@gmail.com> Call me on cell at 10 after the hour. . Will be of call by then. On Apr 1, 2013, at 6:52 PM, "Jeffrey Epstein" <jeevacation@gmail.com> wrote: can we speak On Mon, Apr 1, 2013 at 11:14 AM, Lefkowitz, Jay P. Agree On Apr 1, 2013, at 5:45 PM, Steven Sinofsky > wrote: Great. Talk about fine line. Seems like we should stick to a formula at 50% and keep moving. On Apr 1, 2013, at 7:32 AM, "Lefkowitz, Jay P." < FYI. Begin forwarded message: From: "Brad Smith (LCA)" • Date: April I, 2013, 5:13:17 PM GMT+03:00 To: "Lefkowitz, Jay P." Subject: RE: PURSUANT TO RULE 408 > wrote: wrote: I've gone through the information I have received from our Compensation folks in HR, Jay. Here's the situation: EFTA00392917 The four vests shown in the table that you sent me for 55,159 shares per vest are in a different category from Steven's other outstanding stock awards. The other awards were all fully earned, and you and I are talking in our discussions about cash payments to Steven that would be similar to a vesting schedule for these awards. In contrast, these four amounts are for a stock award that was not earned. Specifically, this award is for performance during our fiscal year ending June 30, 2013 ("FY13"), and an employee does not earn them unless he or she is employed through August 31, 2013. This reflects a change we made in our executive stock award program last summer. Our executive stock awards are granted to reward performance during a Microsoft fiscal year ending June 30. Applicable SEC rules require that this type of award be reported in the proxy compensation tables in the fiscal year in which the Compensation Committee approved the award. Accordingly, we moved the Compensation Committee approval for FY 13 stock awards forward to September 2012 (i.e., FY 13), so the awards would be reported as part of FY13 compensation. Last year at this time, this type of award would not even have shown up in an executive's stock vest table, because the amount had not been earned. But this year we show it because of the Compensation Committee approval -- although the amount still needs to be earned in order for the employee to receive it. The change in the approval date to the beginning of the fiscal year from after the end of the fiscal year did not change the economics of FY13 executive stock awards. FY13 awards are still governed by the principle that an executive earns a fiscal year award for performance during the fiscal year, and employment must continue through the last business day in August following the end of the fiscal year as a condition to receipt of the award. All this said, I do appreciate that Steven was an executive and employee at Microsoft for the first half of this fiscal year. Hence I think there's room to talk about how to address the compensation issue from the perspective of half the year being completed. I hope this is helpful. If you, Scott, or Steven would like to talk directly with our compensation or executive benefits folks, I would be happy to arrange that. Brad -----Original Message----- From: Lefkowitz, Jay P. [mailto: Sent: Monday, April I, 2013 5:20 AM To: Brad Smith (LCA) Subject: Brad, Did you ever figure out the stock grants? Jay ri IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of (1) avoiding tax-related penalties under the U.S. Internal Revenue Code or (2) promoting, marketing or recommending to another party any tax-related matters addressed herein. EFTA00392918 The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Kirkland & Ellis LLP or Kirkland & Ellis International LLP. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to and destroy this communication and all copies thereof, including all attachments. **MIS* ******************** ******************** ********* IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of (1) avoiding tax-related penalties under the U.S. Internal Revenue Code or (2) promoting, marketing or recommending to another party any tax-related matters addressed herein. The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Kirkland & Ellis LLP or Kirkland & Ellis International LLP. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to and destroy this communication and all copies thereof, including all attachments. **************************************** ******** tit ******* *********************************************************** IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of (1) avoiding tax-related penalties under the U.S. Internal Revenue Code or (2) promoting, marketing or recommending to another party any tax-related matters addressed herein. The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Kirkland & Ellis LLP or Kirkland & Ellis International LLP. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to , and destroy this communication and all copies thereof, including all attachments. *************************************** ********* ******* The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Jeffrey Epstein EFTA00392919 Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to I and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved ********************************************* ******* ***** IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the U.S. Internal Revenue Service, we inform you that any tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of (1) avoiding tax-related penalties under the U.S. Internal Revenue Code or (2) promoting, marketing or recommending to another party any tax-related matters addressed herein. The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Kirkland & Ellis LLP or Kirkland & Ellis International LLP. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to , and destroy this communication and all copies thereof, including all attachments. *mi.*** ****** **************** ************* ******* ***** The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of Jeffrey Epstein Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA00392920