8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

February 15, 2005

GOOGLE INC.

(Exact name of registrant as specified in its charter)

Delaware	0-50726	77-0493581
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1600 Amphitheatre Parkway

Mountain View, CA 94043

(Address of principal executive offices, including zip code)

(650) 623-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

Senior Executive Bonus Plan

On February 15, 2005, the Board of Directors of Google Inc. (the “Company”) approved a Senior Executive Bonus Plan for 2005 (the “Plan”), which is a variable cash incentive program designed to motivate participants to achieve the Company’s financial and other performance objectives, and to reward them for their achievements when those objectives are met. All of the Company’s executive officers (excluding the Company’s Chief Executive Officer and its Presidents) are eligible to be considered for participation in the Plan solely at the discretion of the Board of Directors. Target bonuses vary based on the executive’s salary, and the amount of target bonus actually paid to individual employees will be based on the achievement of (i) certain individual performance objectives tailored to each executive’s role in the Company and (ii) certain Company performance objectives tied to the Company’s annual revenue and operating profit; provided that other financial goals may be assessed as determined appropriate by the Company’s Board of Directors.

This brief description of the Plan is qualified by reference to the 2005 Senior Executive Bonus Plan attached as Exhibit 10.16 to this report.

* * * * *

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Item 9.01. Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.	Description
10.16	Google 2005 Senior Executive Bonus Plan

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	GOOGLE INC.
Date: February 18, 2005	/s/ Eric Schmidt
	Eric Schmidt Chairman of the Executive Committee and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.16	Google 2005 Senior Executive Bonus Plan

EX-10.16

Exhibit 10.16

GOOGLE 2005 SENIOR EXECUTIVE BONUS PLAN

Summary

Google’s Senior Executive Bonus Plan (the “Plan”) is a variable cash incentive program designed to motivate participants to achieve the company’s financial and other performance objectives and to reward them for their achievements when those objectives are met.

Eligibility

Participants are approved solely at the discretion of the Board of Directors. All executive officers except for our CEO and Presidents are eligible to be considered for participation in 2005. No person is automatically entitled to participate in the Plan in any year, and any eligible participant may choose not to participate in the Plan in any year for any reason.

Administration

The Board of Directors or a committee appointed by the Board of Directors (the “Administrator”) is ultimately responsible for administering the Plan. The Administrator has all powers and discretion necessary or appropriate to review and approve the Plan and its operation, including, but not limited to, the power to (a) determine which eligible participants shall be granted bonus awards, (b) prescribe the terms and conditions of bonus awards, (c) interpret the Plan, (d) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (e) interpret, amend or revoke any such rules. All determinations and decisions made by the Administrator and any delegate of the Administrator shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law. The Administrator, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors, officers and/or managers of the Company. The Administrator, in its sole discretion, may amend or terminate the Plan, or any part thereof, at any time and for any reason.

Award Determination

The Administrator, in its sole discretion, will approve target bonuses for each participant. Bonuses will be calculated using a formula that includes: (a) the executive’s salary, (b) the executive’s target bonus, (c) an “Individual Multiplier,” and (d) a “Company Multiplier.” Multipliers become higher with higher levels of achievement and are determined as follows:

The Individual Multiplier

For each participant in the Plan, the Administrator approves an Individual Multiplier that reflects the participant’s contributions relative to individual performance expectations for the performance period. Individual performance expectations vary to reflect each executive’s role in the company. An “on target” assessment yields a 100% multiplier.

The Company Multiplier

The Administrator approves a Company Multiplier for all participants by assessing Company financial performance against pre-established annual goals for revenue and operating profit; provided that other financial goals may be assessed as determined appropriate by the Board of Directors. An “on target” assessment yields a 100% multiplier.

Award Payouts

Unless otherwise determined by the Administrator, bonuses will be paid on an annual basis, typically in February, and the bonus period is currently the fiscal year period. Actual bonuses payable for 2005, if any, will vary to reflect the amount by which each target is exceeded or missed and are not currently determinable. The maximum bonus that any participant may receive under the Plan in 2005 is $3 million.