X0303 4 2009-10-23 0001288776 Google Inc. GOOG 0001244892 MATHER ANN C/O GOOGLE INC. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW CA 94043 1 Google Stock Unit 2009-10-23 4 S 0 235 554.0475 D 2870 D Option To Purchase Class A Common Stock 414.09 2005-12-01 2015-12-01 Class A Common Stock 12000 12000 D The Google Stock Units ("GSUs") entitle the reporting person to receive one share of Google Inc.'s Class A common stock for each share underlying the GSU as the GSU vests. The GSUs vest as follows: (i) 1/5 th on the one year anniversary of the vesting commencement date (which was November 9, 2005) and (ii) 1/20th each quarter thereafter, subject to continued service to Google Inc. on the applicable vesting date. The GSU is subject to the terms and conditions of Google Inc.'s 2004 Stock Plan. Class A Common Stock were sold on the transaction date, reflecting the vesting of GSUs, and the accompanying entitlement to receive one share of Google Inc.'s Class A common stock for each GSU. Shares subject to this option began vesting on November 9, 2005 and vest as follows:(i) 1/5th on the one year anniversary of the vesting commencement date and (ii) 1/60th each month thereafter, subject to continued service to Google Inc. on the applicable vesting date. The stock is subject to the terms and conditions of Google Inc.'s 2004 Stock Plan. /s/ Jonathan Frankel as attorney-in-fact for Ann Mather 2009-10-26