Interests of LinkedIn's Directors and Executive Officers in the Merger

Interests of LinkedIn's Directors and Executive Officers in the Merger

        When considering the recommendation of the LinkedIn Board that you vote to approve the proposal to adopt the merger agreement, you should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, the interests of LinkedIn stockholders generally, as more fully described below. The LinkedIn Board was aware of and considered these interests to the extent that they existed at the time, among other matters, in

approving the merger agreement and the merger and recommending that the merger agreement be adopted by LinkedIn's stockholders.

Insurance and Indemnification of Directors and Executive Officers

        For more information, see the section of this proxy statement captioned "The Merger Agreement—Indemnification and Insurance."

Treatment of Equity-Based Awards

Treatment of Company Options

        As of the record date, there were 1,117,201 outstanding company options held by our directors and executive officers, of which 995,811 have an exercise price below $196.00 per share.

        Each surrendered company option will, as of the effective time of the merger, be cancelled and converted into the right to receive the per share merger consideration of $196.00 for each share of LinkedIn common stock that would have been issuable upon exercise of such surrendered company option prior to the effective time of the merger less the applicable exercise price for each such share of LinkedIn common stock under such surrendered company option and less any applicable withholding taxes. If the per share exercise price of any surrendered company option is equal to or greater than $196.00, such surrendered company option will be cancelled as of the effective time of the merger for no payment and will have no further effect.

        Each assumed company option will, as of the effective time of the merger, be, as determined by Microsoft, (1) assumed by Microsoft and converted into an option to acquire; or (2) converted into an option granted pursuant to the Microsoft stock plan, to acquire, in each case, on the same material terms and conditions as were applicable to such assumed company option immediately prior to the effective time of the merger, a number of shares of Microsoft common stock equal to the product (rounded down to the nearest whole share) of (1) the number of shares of LinkedIn common stock subject to such assumed company option as of immediately prior to the effective time of the merger multiplied by (2) the stock award exchange ratio. The per share exercise price for assumed company options will equal the quotient (rounded up to the nearest whole cent) determined by dividing the (1) per share exercise price for the LinkedIn common stock subject to such assumed company option as of immediately prior to the effective time of the merger by (2) the stock award exchange ratio. Each company option that is outstanding as of immediately prior to the effective time of the merger, has an exercise price per share that is equal to or greater than $196.00 and is not a surrendered company option will be cancelled as of the effective time of the merger for no payment and will have no further effect.

        Prior to the closing date of the merger, Microsoft may elect to treat some or all company options that would otherwise be assumed company options as vested surrendered company options, which will become fully vested and then cancelled and treated in accordance with the above.

        In addition, each executive officer is eligible to receive immediate vesting of 100% or 50%, as applicable, of his or her outstanding company options, under his or her offer letter or change of control agreement if, within 12 months following the merger, there is an involuntary termination of employment without cause, or a constructive termination.

        For purposes of the merger agreement, the "stock award exchange ratio" means a fraction, the numerator of which is $196.00 and the denominator of which is the volume weighted average price per share rounded to four decimal places (with amounts 0.00005 and above rounded up) of Microsoft common stock on Nasdaq for the five consecutive trading days ending with the complete trading day ending immediately prior to the closing date of the merger.

Treatment of Company Stock-Based Awards

        As of the record date, there were 425,859 outstanding RSUs held by our directors and executive officers. Our directors and officers do not hold any other type of company stock-based award.

        Each surrendered company stock-based award will, as of the effective time of the merger, be cancelled and converted into the right to receive the per share merger consideration of $196.00 with respect to each share of LinkedIn common stock subject to the surrendered company-stock based award, less any applicable withholding taxes.

        Non-employee directors of LinkedIn are not expected to continue as directors after the merger, and pursuant to the terms of the LinkedIn 2011 Equity Incentive Plan, as a result of not continuing as a director after the merger, the 3,102 RSUs each held by A. George "Skip" Battle, Leslie Kilgore and Stanley Meresman will vest in connection with the merger and such individuals will receive the cash payment for surrendered company stock-based awards described in the above paragraph with respect to the shares subject to their RSUs.

        Each assumed company stock-based award will, as of the effective time of the merger, be, as determined by Microsoft, (1) assumed by Microsoft and converted into a stock-based award; or (2) converted into a stock-based award granted pursuant to the Microsoft stock plan, in each case with the same material terms and conditions as were applicable to such assumed company stock-based award immediately prior to the effective time of the merger, in respect of a number of shares of Microsoft common stock equal to the product (rounded down to the nearest whole share) of (1) the number of shares of LinkedIn common stock subject to such assumed company stock-based award as of immediately prior to the effective time of the merger multiplied by (2) the stock award exchange ratio.

        Prior to the closing date of the merger, Microsoft may elect to treat some or all company stock-based awards that would otherwise be assumed company stock-based awards as vested surrendered company stock-based awards, which will become fully vested and then cancelled and treated in accordance with the above.

        In addition, each executive officer is eligible to receive immediate vesting of 100% or 50%, as applicable, of his or her outstanding RSUs, under his or her offer letter or change of control agreement if, within 12 months following the merger, there is an involuntary termination of employment without cause, or a constructive termination, as described more fully below.

Equity Interests of LinkedIn's Executive Officers and Non-Employee Directors

        The following table sets forth for each LinkedIn executive officer and director, as of June 30, 2016, (1) the number of shares of common stock held; (2) the number of shares of common stock subject to outstanding and vested company options with an exercise price less than $196.00 per share; (3) the number of shares of common stock subject to unvested company options with an exercise price less than $196.00 per share that will vest upon a qualifying termination of employment; and (4) the number of shares of common stock subject to underlying RSUs that will vest in connection with the merger or upon a qualifying termination of employment. The table sets forth the values of these shares and equity awards based on the $196.00 per share merger consideration (minus the applicable exercise price for the company options).

        In connection with the merger, LinkedIn intends to grant Jeffrey Weiner a company stock-based award in the form of RSUs with the number of RSUs determined by dividing $7,000,000 by the per share merger consideration as of the closing of the merger, which we refer to as the "Weiner Retention Grant." The Weiner Retention Grant will be granted immediately prior to the closing of the merger and will be subject to Mr. Weiner's continued employment with LinkedIn through and

including the date of grant. The Weiner Retention Grant will be scheduled to vest on the earlier of (1) the one year anniversary of the closing date of the merger and (2) December 31, 2017, and will be subject to the severance provisions (including as to equity acceleration) set forth in Mr. Weiner's offer letter, as described more fully below. Even though the Weiner Retention Grant will not be granted until immediately prior to the closing of the merger, it is included in the table below.

Equity Interests of LinkedIn's Executive Officers and Non-Employee Directors

Payments Upon Termination Following Change of Control

Offer Letter with Jeffrey Weiner

        LinkedIn's offer letter agreement with Mr. Weiner, as amended, provides that if within 12 months following any "change of control," Mr. Weiner's employment is involuntarily terminated without "cause" or if he is "constructively terminated" following such change of control, then upon such termination Mr. Weiner will receive the following severance payments and benefits:

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a lump-sum payment payable on the 60th day following termination of employment equal to 12 months of his base salary at the rate in effect on the date of termination, or, if greater, the rate in effect immediately prior to the change of control;



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a lump-sum payment payable on the 60th day following termination of employment equal to Mr. Weiner's annual target bonus (corporate and individual performance components at 100% of annual target) for the year of termination, or, if greater, Mr. Weiner's annual target bonus in effect immediately prior to the change of control;



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payment of COBRA premiums for Mr. Weiner, his spouse and eligible dependents for up to 12 months; and



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immediate vesting as to 100% of Mr. Weiner's outstanding equity awards.

        Mr. Weiner's offer letter further provides that in the event of a termination without cause or a constructive termination that does not occur within 12 months following a change of control, Mr. Weiner will receive the following severance payments and benefits:

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six months' base salary continuation;



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six months' reimbursement for COBRA; and



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three months' continued vesting of outstanding shares.

        The receipt of any severance payments and benefits is conditioned on Mr. Weiner signing and not revoking LinkedIn's then current standard form of release.

        For purposes of Mr. Weiner's offer letter, the term "cause" means Mr. Weiner:

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engaging in knowing and intentional illegal conduct that was or is materially injurious to LinkedIn or its affiliates;



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violating a federal or state law or regulation applicable to LinkedIn's business which violation was or is reasonably likely to be injurious to LinkedIn;



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materially breaching the terms of any confidentiality agreement or invention assignment agreement with LinkedIn;



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being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, LinkedIn or its affiliates.

        For purposes of Mr. Weiner's offer letter, the term "change of control" means:

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the consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of LinkedIn's assets, or the acquisition of assets of another corporation or entity, or other similar transaction, which we refer to as a "business combination," unless, in each case, immediately following such business combination (1) all or substantially all of

the individuals and entities who were the beneficial owners of voting stock of LinkedIn immediately prior to such business combination beneficially own, directly or indirectly, more than 55% of the combined voting power of the then outstanding shares of voting stock of the entity resulting from such business combination (including, without limitation, an entity which as a result of such transaction owns LinkedIn or all or substantially all of LinkedIn's assets either directly or through one or more subsidiaries); and (2) at least a majority of the members of the board of directors of the entity resulting from such business combination were members of the LinkedIn Board at the time of the execution of the initial agreement or of the action of the LinkedIn Board providing for such business combination.

        For purposes of Mr. Weiner's offer letter, the term "constructive termination" means, without Mr. Weiner's written consent:

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a reduction in base salary, other than a reduction in salary that is part of an expense reduction effort applied to the executive management team (defined as the Chief Executive Officer and the Chief Executive Officer's direct reports) generally and which results in a percentage reduction of salary or bonus no greater than the greatest percentage reduction applied to at least one other member of the executive management team;



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a relocation of the principal place of work to a location more than 35 miles away from the workplace prior to the relocation; or



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the signification reduction of duties or responsibilities when compared to duties or responsibilities in effect immediately prior to such change; it is understood, however, that if, following a change of control pursuant to which LinkedIn becomes part of a larger entity but remains a separate business entity, continuing to be the general manager of such business entity (or a successor entity) and retaining responsibility for managing the day to day operations of such business entity (even if LinkedIn is a part of such larger entity and/or the individual is no longer reporting to or interacting with the board of directors of either LinkedIn or the acquiring entity or no longer retaining the title of Chief Executive Officer) will not be considered a "constructive termination" under the foregoing.

Offer Letter with Steven Sordello

        LinkedIn's offer letter with Mr. Sordello, as amended, provides that if within 12 months following a "change of control," Mr. Sordello's employment is involuntarily terminated without "cause" or if he is "constructively terminated," then upon such termination Mr. Sordello will receive the following severance payments and benefits:

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a lump-sum payment payable on the 60th day following termination of employment equal to 12 months of his base salary at the rate in effect on the date of termination, or, if greater, the rate in effect immediately prior to the change of control;



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a lump-sum payment payable on the 60th day following termination of employment equal to Mr. Sordello's annual target bonus (corporate and individual performance components at 100% of annual target) for the year of termination, or, if greater, Mr. Sordello's annual target bonus in effect immediately prior to the change of control;



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payment of COBRA premiums for Mr. Sordello, his spouse and eligible dependents for up to 12 months; and



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immediate vesting as to 100% of Mr. Sordello's outstanding equity awards.

        The receipt of any severance payments and benefits is conditioned on Mr. Sordello signing and not revoking LinkedIn's then current standard form of release.

        For purposes of Mr. Sordello's offer letter, the term "cause" means Mr. Sordello:

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engaging in knowing and intentional illegal conduct that was or is materially injurious to LinkedIn or its affiliates;



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violating a federal or state law or regulation applicable to LinkedIn's business which violation was or is reasonably likely to be injurious to LinkedIn;



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materially breaching the terms of any confidentiality agreement or invention assignment agreement with LinkedIn;



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being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, LinkedIn or its affiliates; or



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death or inability to perform duties for a period of three consecutive months.

        For purposes of Mr. Sordello's offer letter, the term "change of control" has the same meaning as Mr. Weiner's offer letter.

        For purposes of Mr. Sordello's offer letter, the term "constructive termination" means, without Mr. Sordello's written consent:

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a reduction in base salary, other than a reduction in salary that is part of an expense reduction effort applied to the executive management team (defined as the Chief Executive Officer's direct reports) generally and which results in a percentage reduction of salary or bonus no greater than the greatest percentage reduction applied to at least one other member of the executive management team;



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a relocation of the principal place of work to a location more than 35 miles away from the workplace prior to the relocation; or



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the signification reduction of duties or responsibilities when compared to duties or responsibilities in effect immediately prior to such reduction.

Change of Control Agreements with Michael Callahan, Michael Gamson, J. Kevin Scott and Patricia Wadors

        LinkedIn has entered into change of control agreements with each of Messrs. Callahan, Gamson and Scott and Ms. Wadors that provide that if within 12 months following a "change of control", the individual's employment is involuntarily terminated without "cause" or their employment is "constructively terminated" and the individual chooses to resign within a reasonable period of time following such "constructive termination", then upon such termination each of Messrs. Callahan, Gamson and Scott and Ms. Wadors will receive the following severance payments and benefits:

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a lump-sum payment payable on the 60th day following termination of employment equal to 12 months of his or her base salary at the rate in effect on the date of termination, or, if greater, the rate in effect immediately prior to the change of control;



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a lump-sum payment payable on the 60th day following termination of employment equal to his or her annual target bonus (corporate and individual performance components at 100% of annual target) for the year of termination, or, if greater, the individual's annual target bonus in effect immediately prior to the change of control;



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payment of COBRA premiums for the individual, his or her spouse and eligible dependents for up to 12 months; and

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immediate vesting as to 100% (for Mr. Callahan) or 50% (for Messrs. Gamson and Scott and Ms. Wadors) of the individual's outstanding equity awards.

        The receipt of any severance payments and benefits is conditioned on the individual signing and not revoking LinkedIn's then current standard form of release.

        For the purposes of the change of control agreements, the term "cause" means such executive officer:

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engaging in knowing and intentional illegal conduct that was or is materially injurious to LinkedIn or its affiliates;



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violating a federal or state law or regulation applicable to LinkedIn's business which violation was or is reasonably likely to be injurious to LinkedIn, provided that in the case of Mr. Callahan, such violation must be willful;



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materially breaching the terms of any confidentiality agreement or invention assignment agreement with LinkedIn;



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being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, LinkedIn or its affiliates; or



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willful and continued failure to perform the duties and responsibilities of the position (other than as a result of complete or partial incapacity due to physical or mental illness or impairment) after having been delivered a written demand for performance from LinkedIn which describes the basis for its belief that the individual has not substantially performed his or her duties or responsibilities and a failure to cure such non-performance to LinkedIn's satisfaction within 30 days after receiving such notice.

        For the purposes of the change of control agreements, the term "change of control" has the same meaning as Mr. Weiner's offer letter.

        For the purposes of the change of control agreements, the term "constructive termination" means, without such executive officer's written consent:

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a reduction in base salary, other than a reduction in salary that is part of an expense reduction effort applied to the executive management team (defined as the Chief Executive Officer's direct reports) generally and which results in a percentage reduction of salary or bonus no greater than the greatest percentage reduction applied to at least one other member of the executive management team;



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a relocation of the principal place of work to a location more than 35 miles away from the workplace prior to the relocation; or



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a material reduction or loss of responsibility of title, or for Mr. Callahan only: a material diminution in title, authority, duties or responsibilities, provided, however; that for the avoidance of doubt, the consummation of a change of control shall by itself constitute a material diminution in duties and responsibilities if, as a result of such change of control he does not serve as the most senior legal officer of the ultimate parent of the acquirer in such change of control.

        The value of any triggered payments and benefits under their respective change of control and severance agreements for our named executive officers are set forth in the section of this proxy statement captioned "The Merger—Interests of LinkedIn's Directors and Executive Officers in the Merger—Golden Parachute Compensation." In addition, the value of any triggered payments and benefits under the change of control agreement for Ms. Wadors totals an aggregate of $4,502,156.

Employment Arrangements Following the Merger

Microsoft Offer Letter with Jeffrey Weiner

        On June 14, 2016, Mr. Weiner and Microsoft entered into an offer letter, which we refer to as the "Microsoft Offer Letter," which provides that upon and subject to the closing of the merger, Mr. Weiner will be employed as Chief Executive Officer of the LinkedIn Group of Microsoft and Executive Vice President—Microsoft. The Microsoft Offer Letter provides that Mr. Weiner's starting annual salary will be $815,000 and Mr. Weiner will receive an on-hire performance stock award, which we refer to as the "On-Hire PSA," for shares of Microsoft common stock. The target number of shares subject to the On-Hire PSA will be calculated by dividing $25,000,000 by the closing price of Microsoft common stock on Mr. Weiner's start date and will be allocated among four performance periods as follows, in the percentages below:

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the closing of the merger through December 31, 2017—28.5% of the target number of shares;



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January 1, 2018 through June 30, 2018—14.5% of the target number of shares;



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Microsoft fiscal year 2019 (July 1, 2018 through June 30, 2019)—28.5% of the target number of shares; and



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Microsoft fiscal year 2020 (July 1, 2019 through June 30, 2020)—28.5% of the target number of shares.

Mr. Weiner may vest in and be issued between 0% and 250% of the target number of shares subject to the On-Hire PSA allocated to a performance period based on performance against goals set for the period. Vesting of the award for each performance period is contingent on Mr. Weiner's continued employment through the last day of that performance period.

        Additionally, Mr. Weiner will be eligible to participate in Microsoft's Executive Incentive Program, which we refer to as the "EIP," which is comprised of the following three components:

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annual cash award target of 250% of salary earned during the fiscal year, with an actual cash award ranging from 0-200% of target, with Mr. Weiner's first EIP cash award opportunity prorated based upon his fiscal year base salary from the later to occur of his start date or January 1, 2017;



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a stock award, on an annualized basis, equal to $4,250,000, with the number of Microsoft shares calculated by dividing the award value by the closing Microsoft stock price on August 31 of the award year (if Mr. Weiner's start date is prior to April 1, 2017, he will receive a full award for fiscal year 2017, 25% of which will vest on August 31, 2017 and 12.5% of which will vest each six month thereafter); and



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a performance stock award, on an annualized basis, with a target equal to $4,250,000 and with the number of Microsoft shares calculated by dividing the award value by the closing Microsoft stock price on August 31 of the award year (if Mr. Weiner's start date is prior to April 1, 2017, he will receive a full award for fiscal year 2017). The number of shares actually awarded may be up to 400% of the target award.

        In addition, Mr. Weiner will continue to be eligible for 2016 incentive compensation under LinkedIn's Executive Compensation Bonus Plan with adjustments to the performance metrics if the closing of the merger occurs before December 31, 2016. If Mr. Weiner's start date occurs before January 1, 2017, Mr. Weiner will receive his EIP cash award target of 250% of his salary in lieu of the target set in the LinkedIn Executive Compensation Bonus Plan for the period from his start date to December 31, 2016. If, however, his start date occurs after December 31, 2016, he will remain eligible to receive a pro-rated bonus for the 2017 calendar year under the LinkedIn Executive Compensation Bonus Plan covering the period from January 1, 2017 until his start date. Pursuant to

the terms of the merger agreement, Mr. Weiner will receive Microsoft stock awards for his unvested LinkedIn stock awards, which we refer to as "assumed stock awards," and stock options in exchange for his unvested, in-the-money LinkedIn stock options, which we refer to as the "assumed options."

        Effective from his start date with Microsoft, Mr. Weiner will no longer participate in any LinkedIn severance program, including the severance arrangements described in his LinkedIn offer letter. Instead, Mr. Weiner will participate in Microsoft's Senior Executive Severance Benefit Plan, which we refer to as the "SESBP." Under the SESBP, a participant will receive severance payments and benefits if the participant's employment is terminated by Microsoft without "cause" (as such term is defined in the SESBP). These payments and benefits consist of (1) a lump sum cash severance payment equal to one times annual base salary plus target annual cash award under the EIP, payable within 60 days after the termination date; (2) pro-rata payment of the participant's annual cash award under the EIP which amount is payable at the time annual cash awards for the year are paid to other EIP participants; (3) vesting of the portion of stock awards that would otherwise vest in the 12 months after termination of employment; (4) vesting of a pro-rata portion of any performance stock awards (including the On-Hire PSAs) provided that at least one year of the performance period has been completed as of the termination date and the pro-rated vesting applies to the lesser of (1) the number of shares earned based on achievement of performance goals and (2) the target number of shares under the award agreement; (5) payment of COBRA premiums for up to 6 months; and (6) up to 12 months of outplacement assistance. There is no change-in-control provision in the SESBP. To receive the severance payments and benefits, Mr. Weiner is required to execute a separation agreement that includes a release of claims, confidentiality and non-disparagement provisions, and 12 month non-solicitation restrictions.

        If within 12 months following the closing of the merger, Mr. Weiner's employment is involuntarily terminated by Microsoft without "cause" or he resigns as a result of a "constructive termination," then, upon either of such events, Mr. Weiner will be entitled to immediate vesting of 100% of both the assumed options and assumed stock awards that are unvested as of the date of such termination or resignation. In addition, if, within 12 months following the closing of the merger, Mr. Weiner resigns as a result of a constructive termination, Mr. Weiner will receive a lump sum payment on the 60th day following such resignation equal to the sum of (1) 12 months of base salary at the rate in effect on the date of his resignation or, if greater, the rate in effect immediately prior to the closing of the merger; and (2) Mr. Weiner's annual target bonus at 100% of annual target for the year of resignation or, if greater, Mr. Weiner's annual target bonus in effect immediately prior to the closing of the merger.

        If more than 12 months following the closing of the merger Mr. Weiner's employment is involuntarily terminated without cause, as defined in the SESBP, then upon such termination Mr. Weiner will be entitled to continued vesting of his assumed options and assumed stock awards on the same vesting schedule that would have applied if his employment continued through the relevant vest dates.

        For the purposes of the SESBP, the term "cause" means:

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being convicted or pleading guilty or no contest to (a) any felony or (b) a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion;



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engaging in gross misconduct;



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repeatedly failing to substantially perform duties after notice and an opportunity to cure, provided those duties are consistent with Mr. Weiner's seniority;

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violating any securities laws, rules or regulations, or the rules and regulations of any securities exchange or association of which Microsoft or any of its affiliates is a member; or



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violating Microsoft's policies designed to prevent violations of law, such as, without limitation, policies pertaining to compliance with the laws prohibiting unlawful discrimination, harassment, or insider trading.

        For the purposes of the Microsoft Offer letter, the term "cause" means Mr. Weiner:

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engaging in knowing and intentional illegal conduct that was or is materially injurious to Microsoft or its affiliates;



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violating a federal or state law or regulation applicable to Microsoft's business which violation was or is reasonably likely to be injurious to Microsoft;



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materially breaching the terms of any confidentiality agreement or invention assignment agreement with LinkedIn or Microsoft;



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being convicted of, or entering a plea of nolo contendere to, a felony or committing any act of moral turpitude, dishonesty or fraud against, or the misappropriation of material property belonging to, Microsoft or its affiliates.

        For the purposes of the Microsoft Offer Letter, the term "constructive termination" means, without Mr. Weiner's written consent:

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a reduction in base salary, other than a reduction in salary that is part of an expense reduction effort applied to the executive management team (defined as Microsoft's CEO and his executive direct reports) generally and which results in a percentage reduction of salary or bonus no greater than the greatest percentage reduction applied to at least one other member of the executive management team;



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a relocation of the principal place of work to a location more than 35 miles away from the workplace prior to the relocation; or



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a significant reduction of duties or responsibilities when compared to duties or responsibilities in effect immediately prior to the closing of the merger. However, if Mr. Weiner (1) reports to the Microsoft CEO following the closing of the merger, (2) continues to be Chief Executive Officer of the LinkedIn business, and (3) retains responsibility for managing the day-to-day operations of the LinkedIn business (even if Mr. Weiner has the title described in the Microsoft Offer Letter and does not report to or interact with the Microsoft Board of Directors), such arrangements shall not be considered a constructive termination under the foregoing.

        Any payments or benefits, including the accelerated vesting of Mr. Weiner's assumed options and assumed stock awards, in connection with an involuntary termination without cause or a constructive termination (whether before or after the date that is 12 months following the closing of the merger) will be contingent on Mr. Weiner's execution, delivery and non-revocation of a separation and release agreement in the form provided by Microsoft substantially in the form used under the SESBP.

Other Executives

        Except as described above, as of the date of this proxy statement, none of LinkedIn's other executive officers have reached an understanding on potential employment with Microsoft or other retention terms with the surviving corporation or with Microsoft, and except as described above, no LinkedIn executive officers have entered into any definitive agreements or arrangements regarding employment with Microsoft or other retention with the surviving corporation or with Microsoft following the consummation of the merger. However, prior to the effective time of the merger,

Microsoft may initiate discussions regarding employment or other retention terms and may enter into definitive agreements regarding employment or retention for certain of LinkedIn's employees, to be effective as of the effective time of the merger. In addition, as disclosed in the section of this proxy statement captioned "The Merger Agreement—Employee Benefits," Microsoft has agreed to honor all of the employee plans (including the offer letters and change of control agreements with the executives) in accordance with their terms as in effect immediately prior to the effective time of the merger.

Golden Parachute Compensation

        In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or that otherwise relates to the merger that will or may become payable to each of our named executive officers in connection with the merger. The amounts in the table below will or may become payable to the named executive officers only in the event they are terminated within 12 months following the merger. Please see the previous portions of this section for further information regarding this compensation.

        LinkedIn's "named executive officers" for purposes of the disclosure in this proxy statement are Messrs. Weiner, Sordello, Callahan, Gamson and Scott. The following table sets forth the information required by Item 402(t) of Regulation S-K published by the SEC regarding certain compensation that each of LinkedIn's named executive officers may receive that is based on, or that otherwise relates to, the merger. The figures in the table are estimated based on (1) compensation and benefit levels as of June 30, 2016; (2) an assumed effective date of December 15, 2016, for the merger; and (3) the termination of the named executive officer's employment without cause on the day immediately following such effective date for the merger. The amounts reported below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date. Accordingly, the ultimate values to be received by a named executive officer in connection with the merger may differ from the amounts set below.

        The values in the table below payable to Mr. Weiner by Microsoft are not subject to the non-binding, advisory vote to approve certain compensation that will or may become payable to LinkedIn's named executive officers in connection with the merger. LinkedIn's executive officers will not receive pension, non-qualified deferred compensation or tax reimbursement in connection with the merger.

        As required by applicable SEC rules, all amounts below that are determined using the per share value of LinkedIn's common stock have been calculated based on the per share merger consideration.

Golden Parachute Compensation

Closing and Effective Time of the Merger

        The closing of the merger will take place no later than the second business day following the satisfaction or waiver of all conditions to closing of the merger (described in the section of this proxy statement captioned "The Merger Agreement—Conditions to the Closing of the Merger"), other than conditions that by their terms are to be satisfied at the closing of the merger, but subject to the satisfaction or waiver of each of such conditions, or such other time agreed to in writing by Microsoft, LinkedIn and Merger Sub. Concurrently with the closing of the merger, the parties will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL. The merger will become effective upon the filing of and acceptance of such certificate of merger, or at such later time agreed to in writing by the parties and specified in such certificate of merger.