Google CEO Employment Agreement with Eric Schmidt

[Google Letterhead]

March 14, 2001

Mr. Eric Schmidt

[Address]

[Address]

Dear Eric:

I am pleased to offer you employment with Google, Inc. (the “Company”) effective as of March 15, 2001 (the “Effective Date”). We understand and agree that initially you will have to complete your duties as Chief Executive Officer of Novell. Thus, initially, you will serve as Chairman of the Board and you will perform those operational duties that you are able to perform until your employment with Novell terminates. As soon as your employment with Novell terminates and you are available to work on a full-time basis but in no event later than 120 days after the Effective Date, you will be made Chief Executive Officer of the Company. As Chief Executive Officer, you shall be reporting to the Board and have the duties and responsibilities customarily associated with such position. In addition, you shall perform such other duties as the Board, or its authorized representative, may from time to time require, consistent with the general level and type of duties and responsibilities customarily associated with such position. Once you become Chief Executive Officer, you will still continue to serve as Chairman of the Board. Once you are made Chief Executive Officer, you shall devote your full business efforts and time to the Company. Further, after such time, you agree not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board, which shall not be unreasonably withheld.

You should be aware that your employment with the Company constitutes “at-will” employment. This means that your employment relationship with the Company may be terminated at any time with or without notice, for any or no reason, with or without good cause or for any or no cause, at either party’s option. You understand and agree that neither your job performance nor promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of your employment with the Company.

While serving as Chairman of the Board, but prior to becoming Chief Executive Officer, you will be paid a salary of five thousand dollars ($5,000) a month. Once you become Chief Executive Officer, you shall receive a base salary at the annualized rate of two hundred and fifty thousand dollars ($250,000). Such salary shall be paid periodically in accordance with normal Company payroll practices and be subject to the usual, required withholding. The Company shall review your base salary at least annually, and, if appropriate, increase it. Your annual salary of $250,000, together with any increases thereto, shall be referred to herein as your “Base Salary.”

In addition to the Base Salary, you will be eligible to receive a performance bonus during each year of employment with the Company of up to sixty percent (60%) of the Base Salary, less applicable withholding. The award of each year’s performance bonus, if any, shall be based upon performance criteria to be determined by the Board or the compensation committee after consultation with you within sixty (60) days of the Effective Date and each anniversary thereof. The Company shall pay any performance bonus payable hereunder within sixty (60) days of the end of each bonus period. The full target performance bonus that may be awarded pursuant to this paragraph, as it may be increased from time to time in the discretion of the Board, shall be referred to herein as the “Target Performance Bonus.”

During your employment, you shall be eligible to participate in the employee benefit plans currently and hereafter maintained by the Company of general applicability to other senior executives of the Company, including, without limitation, the Company’s group medical, dental, vision, disability, life insurance, and flexible-spending account plans and vacation policies. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

The Company also agrees to directly pay the reasonable legal fees associated with negotiating and drafting this agreement and the other documents referred to herein, upon receiving invoices for such services.

We will recommend to the Board that, at a meeting to be held on the Effective Date, you be granted a stock option to purchase 3,582,927 shares of the Company’s Common Stock (which number represents 7% of the Company’s fully diluted equity) on the date of grant at an exercise price equal to the then current fair market value as determined by the Board at that meeting (with such fair market value currently anticipated to be $1.20 per share) (the “Option”). Subject to accelerated vesting provisions set forth herein, the Option shall vest as to 25% of the shares subject to the Option one year after the date of grant, and as to 1/48^th of the shares subject to the Option monthly thereafter, so that all of the shares subject to the Option shall be fully vested and exercisable four (4) years from the date of grant, subject to your continued employment with the Company on the relevant vesting dates. The Option may be exercised prior to vesting, subject to you entering into a standard form of restricted stock purchase agreement with the Company. The Company will allow you to exercise the Option with a full recourse promissory note that will be secured by the shares underlying the Option. The promissory note will generally be due four (4) years after the date of the note and will bear interest at a market rate sufficient to avoid the Company incurring any financial accounting compensation expense with respect to the Option. If you elect to exercise the Option as to unvested shares, then the purchased shares will be subject to repurchase by the Company at the price you paid for such shares if your employment terminates before such shares have vested. In all other respects, the Option shall be subject to the terms, definitions and provisions of the Company’s Stock Plan (the “Option Plan”) and the stock option agreement by and between you and the Company, including, if applicable, the corresponding restricted stock purchase agreement (the “Option Agreement”), both of which documents are incorporated herein by reference. In the case of any conflict between the terms of the Plan or the Option Agreement and the terms of this letter, the terms of this letter will govern.

You also agree to purchase and the Company agrees to sell to you 106,723 shares of the Company’s Series C Preferred Stock at a purchase price of $9.37 per share on the same terms and conditions as the other investors in the Company’s Series C Preferred Stock Financing.

The Company will pay or reimburse you for reasonable travel, entertainment or other expenses incurred by you in the furtherance of or in connection with the performance of your duties hereunder in accordance with the Company’s established policies.

If your employment with the Company is terminated by the Company “Without Cause” (as defined herein), and you sign and do not revoke the release of claims with the Company attached hereto as Exhibit A, then, subject to the conditions in this letter, you shall be entitled to receive the following severance benefits: