Google (GOOG)

Post-Employment and Change of Control Payments

We have no agreements with any of our executive officers that provide for additional or accelerated compensation on the termination of the executive’s employment or a change of control of Google, except as set forth below.

Upon a change of control of Google and unless our board of directors or LDC Committee determines otherwise, if the successor corporation refuses to assume or substitute the equity awards held by our employees, including our named executive officers, unvested options and unvested GSUs will fully vest. The table below shows our estimates of the amount of the benefit each of our named executive officers would have received if the unvested options and unvested GSUs held by them as of December 31, 2008 had become fully vested as a result of a change of control. The estimated benefit amount of unvested options was calculated by multiplying the number of unvested options held by the applicable named executive officer by the difference between the closing price of our Class A common stock on December 31, 2008, which was $307.65, and the exercise price of the option. The estimated benefit amount of unvested GSUs was calculated by multiplying the number of unvested GSUs by the closing price of our Class A common stock on December 31, 2008, which was $307.65. No values are shown in the table below for Eric, Larry and Sergey because they had no unvested options or GSUs as of December 31, 2008. George retired effective December 31, 2008, and therefore no value is shown in the table below.

We entered into an employment agreement with Patrick effective August 1, 2008. To help provide an appropriate level of security in Patrick’s transition to Google, we provided for the acceleration of certain compensation elements should he be terminated by Google within the first year of his tenure. His agreement also

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required the repayment of certain compensation elements should Patrick resign from Google before the completion of his first year of service. We reviewed post-employment arrangements and determined those made for Patrick are within the competitive norms for our industry.

In the event Patrick’s employment had been terminated within the first six months of his employment, the second installment of his sign-on bonus discussed above in the Cash Incentives section would have been accelerated and paid on his termination date. In addition, Patrick’s new hire equity award of 910 GSUs scheduled to vest in full six months from the date of grant, would have been accelerated and immediately vested in full upon termination. If Patrick had been terminated on December 31, 2008, he would have received $500,000 associated with the acceleration of his sign-on bonus. He also would have received $279,962 in equity acceleration value calculated by multiplying 910 GSUs by our closing stock price on December 31, 2008. The estimated total value of his post-employment arrangements as of December 31, 2008 is $779,962.

In the event Patrick’s employment is terminated after six months but prior to his twelve month anniversary, other than as a result of his resignation, Patrick’s new hire equity award of 910 GSUs, scheduled to vest in full twelve months from the date of grant, would be accelerated and immediately vest in full upon termination. If Patrick had been terminated on December 31, 2008, he would not have received any acceleration resulting from this post-employment arrangement.

In the event Patrick resigns from Google before August 1, 2009, then he will be required to repay the first and second installments of his sign-on bonus described in the Cash Incentives section, prorated for time spent at Google.

On December 31, 2008, George retired from Google. He served as Senior Vice President and Chief Financial Officer through August 12, 2008. For the remainder of 2008, he served as an advisor to provide support during Patrick’s transition. For George’s continued service during this transition and to recognize his contribution to Google in 2008, we paid George his 2008 target bonus equal to $675,000. With the exception of George’s bonus, he received no payments associated with retirement outside of those provided to all our employees.

Post-Employment and Change of Control Payments

We have no agreements with any of our executive officers that provide for additional or accelerated compensation on the termination of the executive’s employment or a change of control of Google, except as set forth below.

Upon a change of control of Google and unless our board of directors or LDC Committee determines otherwise, if the successor corporation refuses to assume or substitute the equity awards held by our employees, including our named executive officers, unvested options and unvested GSUs will fully vest. The table below shows our estimates of the amount of the benefit each of our named executive officers would have received if the unvested options and unvested GSUs held by them as of December 31, 2007 had become fully vested as a result of a change of control. The estimated benefit amount of unvested options was calculated by multiplying the number of unvested options held by the applicable named executive officer by the difference between the closing price of our Class A common stock on December 31, 2007, which was $691.48, and the exercise price of the option. The estimated benefit amount of unvested GSUs was calculated by multiplying the number of unvested GSUs by the closing price of our Class A common stock on December 31, 2007, which was $691.48.

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