Biographies & Memoirs

CHAPTER 12

WAKE-UP CALL

It began that summer with an itch behind my knees at the Oregon Shakespeare Festival, where my parents would take us to see nine plays in seven days when I was in junior high. Not like a rash you got from the wrong soap—this was an agony that had me clawing at myself.

After the itching stopped, the night sweats began. Then, in August, I became aware of a tiny, hard bump on the right side of my neck, near my collarbone. Over the next several weeks, it grew to the size of a pencil eraser tip. It didn’t hurt, and I didn’t know that any lump near the lymph nodes was a warning sign. I felt as bulletproof as most people under thirty; I took my health for granted.

On September 12, 1982, I left with Bill on a European press tour. We went from London to Munich, where I felt really odd after drinking a beer. By September 20, when we moved on to Paris, I was exhausted and off-kilter—as if I had the flu, except there was no fever. I made it through one press conference, and then I was done. I flew home to see my doctor, who felt my neck and said, “You’re going in for a biopsy tomorrow morning.”

I checked into Swedish Medical Center in downtown Seattle, my first hospital stay since having my tonsils out as a child. That night I dreamed that a Gumby-like creature was stuck to me. It was made of black tar, and I just couldn’t get it off. I awoke in a panic.

On September 25, they performed the biopsy. After I came out of anesthesia, the surgeon entered my room looking grim. “Mr. Allen,” he said, “I took out as much as I could, but our initial diagnosis is lymphoma.”

I knew that was cancer, but not much else, and as I found out more I got terrified. In those days, even early-stage lymphomas had a fifty-fifty chance of killing you. I tried to make sense of the possibility that I might soon die. I’d had twenty-nine good years, but I couldn’t help feeling cheated. I had so much more to explore and experience.

The next morning, the surgeon and oncology team returned, all smiles. “We’ve got good news,” the surgeon said. “You’ve got Hodgkin’s disease.” An in-depth look had modified their diagnosis. “The cure rate’s in the midnineties, if it’s early-stage,” he went on. “You’re going to be fine. You’re going to recover from this.”

I wanted to believe him. It sounded good, and everyone’s body language seemed positive. But I was still in shock from the day before.

The hospital needed to “stage” my illness to see how far it had progressed, beginning with a more invasive biopsy that drew bone marrow from my hips. I made the mistake of buying a book about Hodgkin’s that showed how tumors could metastasize, with charts on survival outcomes, and it scared the heck out of me. The worst part was waiting for test results as the bump on my neck kept growing to the size of a robin’s egg. My father, a testicular cancer survivor, told me, “Son, none of this stuff is pleasant, but you have to take it like a man.” That might sound cold in print, but knowing that he’d gotten through it was comforting to me. I couldn’t give in to panic or despair; I had to tough it out.

Then, good news: They’d caught my disease in Stage 1-A, before it had spread. Early-stage Hodgkin’s lymphoma is one of the most curable cancers. I’d drawn a scary card, but hardly the worst. I began a six-week course of radiation, five days a week. The waiting area was filled with people in hospital gowns, some with conditions that gave them very little chance. The room was eerily quiet as people waited to be called. One day a man wandered in and asked for a cigarette machine. The nurse stood up and said sternly, “Sir, there are no cigarette machines in cancer wards.” The man fled.

I was grilled ninety seconds per side with high-energy X-rays. Including setup, the procedure took less than fifteen minutes. The technician said, “Mr. Allen, nobody has ever shown the energy you have to jump on the table and jump off again.” I just wanted to get out of there as fast as I could. A month in, after they started targeting my spleen, the nausea came in waves. I’d race home before throwing up for hours. Over two months I lost twenty pounds.

At home I rested and listened to music. I spent time with my parents and sister, but I needed more to distract me. So instead of doing the sane thing and taking a leave, I went into the office a few afternoons a week, just to keep my hand in. That was the no-excuses Microsoft culture: relentless commitment to work. Striving for normalcy, I even took a weekend beginner’s ski class when I had barely enough energy to coast down a hill.

Halfway through therapy, my white-cell count dropped so low that they had to stop for several weeks. But by then the tumor was shrinking. There was no guarantee of a cure, and I still felt sick and debilitated, but I began to be encouraged.

After resuming the radiation, I was in Bill’s office one day talking about MS-DOS revenues. Our flat-fee strategy had helped establish us in several markets, but I thought we’d held on to it for too long. A case in point: We’d gotten a fee of $21,000 for the license for Applesoft BASIC. After sales of more than a million Apple II’s, that amounted to two cents per copy. “If we want to maximize revenue,” I said, “we have to start charging royalties for DOS.”

Bill replied as though he was speaking to a not-so-bright child: “How do you think we got the market share we have today?” Then Steve came by to weigh in on Bill’s side with his usual intensity. It would have been two on one, except I was approximately half a person at the time. (Microsoft later switched to per-copy licensing, a move that would add billions of dollars in revenue.)

Not long after that incident, I told Steve that I might start my own company. I told Bill that my days as a full-time executive at Microsoft were probably numbered, and that I thought I’d be happier on my own.

I was still undergoing therapy when Bill signed off on my proposal to start a Microsoft Hardware Group, which set about designing a plug-in mouse for Charles Simonyi’s GUI applications. We contracted with a Japanese manufacturing firm called ALPS, and soon a Microsoft Mouse prototype took shape: a metal-finish tracking ball and a pair of shafts to read the ball’s movement and decode direction and distance. Don Burtis created a card that could interpret those signals for the PC. (It was thirteen years before the advent of Universal Serial Bus connections.) The big question was: How many buttons? I decided on two, a compromise between the three-button mouse on the Alto and the one-button model Steve Jobs was developing for the Lisa.

I visited Jobs in Palo Alto around that time to hear more about his plans for the Macintosh, Apple’s cheaper GUI machine then still in development. We had a vested interest in the Mac, which would give our GUI applications—Microsoft Word and Excel—a welcome foothold until the PC platform and our new Windows operating system caught up to them. Jobs launched into a soliloquy about the glories of the graphical user interface, not knowing he was preaching to the choir. After I let it slip that we were planning a mouse for Microsoft Word, Jobs put their one-button mouse through its paces. When I asked him whether two buttons might be better, he passionately lectured me: “You know, Paul, this is all about simplicity versus complexity. And nobody needs more than one button on a mouse.”

I said, “But Steve, people have more than one finger, and there’s going to be things they might want to do with a right click, too.”

Jobs dismissed my point with a shake of his head. He believed in making the entry-level experience as unintimidating as possible—and that there was usually one and only one correct way to do things. At Microsoft, we tried to balance simplicity with power. I considered the trade-off worthwhile if an extra feature made a program or device more functional.

When Word came out before the Mac in 1983, our first-generation mouse didn’t sell very well, despite a retail price less than half of our competition’s. Jon Shirley, who succeeded Towne as Microsoft’s president that year, would complain that we had “mouse-infested warehouses.” The main problem was Word 1.0, a dumbed-down, pre-Windows attempt to mimic a graphical user interface. But I wasn’t discouraged. Our strategy was geared toward introducing people to a new experience that would pave the way for better versions of our software.

In time, I’d be vindicated. Windows was introduced in 1985, eventually becoming the dominant GUI personal computer platform. The Microsoft Mouse thrived through many incarnations—optical, wireless, laser, Bluetooth—as one of the company’s longest-lived products. And every one of those mice had more than one button. People quickly adapted. Today that extra button helps millions of Windows users gain access to context menus and a host of other convenient features.

Postscript: In 2005, after twenty-two years of one-button worship, Apple relented and released the multibutton Mighty Mouse.

ONE EVENING IN late December 1982, I heard Bill and Steve speaking heatedly in Bill’s office and paused outside to listen in. It was easy to get the gist of the conversation. They were bemoaning my recent lack of production and discussing how they might dilute my Microsoft equity by issuing options to themselves and other shareholders. It was clear that they’d been thinking about this for some time.

Unable to stand it any longer, I burst in on them and shouted, “This is unbelievable! It shows your true character, once and for all.” I was speaking to both of them, but staring straight at Bill. Caught red-handed, they were struck dumb. Before they could respond, I turned on my heel and left.

I replayed their dialogue in my mind while driving home, and it felt more and more heinous to me. I helped start the company and was still an active member of management, though limited by my illness, and now my partner and my colleague were scheming to rip me off. It was mercenary opportunism, plain and simple. That evening, a chastened Steve Ballmer called my house and asked Jody if he could come over. “Look, Paul,” he said, after we sat down together, “I’m really sorry about what happened today. We were just letting off steam. We’re trying to get so much stuff done, and we just wish you could contribute even more. But that stock thing isn’t fair. I wouldn’t have anything to do with it, and I’m sure Bill wouldn’t, either.”

I told Steve that the incident had left a bad taste in my mouth. A few days later, I received a six-page, handwritten letter from Bill. Dated December 31, 1982, the last day of our last full year together at Microsoft, it contained an apology for the conversation I’d overheard. And it offered a revealing, Bill’s-eye view of our partnership.

During the last 14 years we have had numerous disagreements. However, I doubt any two partners have ever agreed on as much both in terms of specific decisions and their general idea of how to view things.

True, we were extraordinary partners. Despite our differences, few cofounders had shared such a unified vision—maybe Hewlett and Packard or Google’s Sergey Brin and Larry Page, but it was a short list.

Sometimes I think that I have more confidence in your abilities than you do. Your strong association with SoftCard always surprises me. … Frankly, breakthrough ideas like … SoftCard are great, but they are not necessary.

Bill knew that SoftCard was still a sore point with me. He walked a fine line here, trying to acknowledge my contribution without giving it too much weight.

The company is really in great shape by some measures. … However, the company is in BAD shape by one measure. We are a lot less unique [than] we were before. … Our product spec’s and overall approach is [sic] not as unique as they should be.

Early in the life of Microsoft, nobody else had what we had: a robust yet compact BASIC for microcomputers, plus a proven set of development tools. When we achieved a dominant position with MS-DOS, no other product compared. But as the industry matured, Microsoft’s rate of innovation had slowed. The company needed all of the out-of-the-box ideas it could muster, and Bill didn’t want mine to slip away.

Paul—sometimes I feel like you are telling me I’m a bad guy or that the company is bad. Sometimes I feel like you don’t understand all the effort that’s gone into the company.

In fact, I was well aware of the tremendous effort that Bill and others had invested to make Microsoft great. After all, I’d been part of it.

I know you’ve thought about this more than I have, but do you really want to be a solo performer? I understand wanting to take time off but if you really wanted to work solo why did you come back to Boston and convince me to drop out of school? Your best work has been helping to plan and design, not execute.

Bill was right. Our great string of successes had married my vision to his unmatched aptitude for business. But that was beside the point. Once I was diagnosed with Hodgkin’s, my decision became simpler. If I were to relapse, it would be pointless—if not hazardous—to return to the stresses at Microsoft. If I continued to recover, I now understood that life was too short to spend it unhappily.

Bill’s letter was a last-ditch effort to get me to stay, and I knew he believed he had logic on his side. But it didn’t change anything. My mind was made up.

AS THE NEW Year began, there was much to be done at Microsoft. The Multi-Tool product line was evolving into what would eventually become Microsoft Office, with Mac versions already under way. There was excitement over Windows—or “Interface Manager,” as it was called, until someone in marketing persuaded Bill that “Windows” was sexier. The company had plenty of innovative products in the pipeline. I felt like I was leaving it in good shape.

By the end, Bill and I had diverged in ways that went beyond our yelling matches. His extreme competitiveness helped make him a historically successful CEO, but it also destabilized our relationship. One small example came before I left the company, when Bill was giving me a hard time about everything I hadn’t been doing. In my defense, I said, “The TRS-80 Model 100 math package was a big job, and it turned out pretty well.” A year or so earlier, Tandy had asked us for a decimal floating point math program for their early notebook computer, a must for precise financial calculations. I’d never done one before and sweated bullets for months to get it right.

And Bill said, “I wrote all that code.”

“Really?” I said. He’d say these things with such conviction that it made me wonder for a moment: Had I written it? I went back and found the source code and printed it out, and of course it was mine. Bill hadn’t written a single line; in fact, he wasn’t even writing code at that point. The next day I went back to his office. I dropped the listing on his desk and said, “OK, Bill, here’s the math package. Show me what you wrote.”

It was a strange moment. Bill froze in mid rock, glanced down at the code, and muttered, “Yeah, you did write it.”

Sometimes it seemed that Bill so utterly identified with Microsoft that he’d get confused about where the company left off and he began. I didn’t feel quite the same way. The business was hugely important, but it did not define me. I wasn’t sure what the future held, or even how much of it I’d have to enjoy, but I looked forward to a new phase. I had never forgotten my father’s advice: “Whatever you do, you should love it.” My dad was happy for me when I’d returned to Seattle four years earlier, full of ideas and enthusiasm. It seemed to him that I’d found my calling, and I thought I had, too. But now it was time to go.

In January I met with Bill for one final time as a Microsoft executive. As he sat down with me on the couch in his office, I knew that he’d try to make me feel guilty and obliged to stay. (Months after Vern Raburn had left to go to Lotus Development, Bill wrote to me that he was still “confused and hurt” about what had gone wrong.) But once he saw he couldn’t change my mind, Bill tried to cut his losses. When Microsoft incorporated in 1981, our old partnership agreement was nullified, and with it his power to force me to accept a buyout based on “irreconcilable differences.” Now he tried a different tack, one he’d hinted at in his letter. “It’s not fair that you keep your stake in the company,” he said. He made a lowball offer for my stock: five dollars a share.

When Vern left, the Microsoft board voted to buy back his stock at three dollars a share, which ultimately cost him billions of dollars. I knew that Bill hoped to pressure me to sell mine the same way. But I was in a different position than Vern, who’d jumped to Lotus in apparent violation of his employment agreement. I was a cofounder, and I wasn’t leaving to join a competitor. “I’m not sure I’m willing to sell,” I countered, “but I wouldn’t even discuss less than ten dollars a share.”

“No way,” Bill said, as I’d suspected he would. Our talk was over. As it turned out, Bill’s conservatism worked to my advantage. If he’d been willing to offer something close to my asking price, I would have sold way too soon.

On February 18, 1983, my resignation became official. I retained my seat on the board and was subsequently voted vice chairman—as a tribute to my contributions, and in the hope that I would continue to add value to the company I’d helped create.

WITH MY HODGKIN’S in remission, I didn’t know what to do next; I just knew that I wanted to enjoy life. I would literally stop in my tracks to look at a flower or the sky, or consciously savor a moment with family or friends. Though my Microsoft shares were not yet liquid, I was in decent financial shape. I had a nice house and enough money in the bank to pay my bills for a while and travel.

That spring I went to Hawaii with Marc McDonald and Ric Weiland. As a boy, I’d thrilled to Sean Connery’s scuba adventures in James Bond films like Thunderball. When I found out that our hotel had a pool where you could try breathing with scuba gear, I jumped at the chance. The next day I did a shore dive among the brilliant fish that swam around the reef, and I was hooked. Diving took me into a different physical realm—something like being an astronaut, I supposed. (I became a certified diver two years later, and have since dived throughout the world, from the Galápagos to the Red Sea. It’s my great escape.)

I wasn’t home long before I took off again, this time on a road trip to Anadarko, with my father joining me for the home stretch. We saw my Uncle Louis, who took us to a classic barbecue spot and then to his Western Wear store, where I disappointed him by choosing a plain leather pair of boots over snakeskin or alligator. My dad drove back to Seattle with me, and the road got him talking about a subject he’d never broached before: his experience in World War II, when he’d been part of the second wave that landed at Normandy. “It got pretty hot a few times,” he said. He told me about the German buzz bombs that rained on the troops as they waited in England before crossing the Channel. At a given point, a cut off valve sent those early cruise missiles into a dive. If the soldiers heard the buzzing stop overhead, they’d lunge under their card tables for whatever shelter they could find.

There was one last thing my father told me as we drove along, before lapsing back into his typical silence: “If you take care of your men, they’ll take care of you.”

THOUGH IN REMISSION, I still waited for something bad to happen. My doctors told me I’d be in the clear if I had no recurrence within three years, and that the odds were on my side: a 96 percent chance of a cure. But I couldn’t stop thinking about that other 4 percent. I was still recovering from the blow of the first diagnosis, from hearing I might die. I took it harder than some might have. Whenever I caught a bad cold or felt a strange sensation, I got a sinking feeling.

I had a battery of tests every two months, followed by days of anxiety before the results came in. One day in May, I woke up with my chest throbbing. I had blood drawn to check my “sed rate,” a measure of inflammation in the body. It came back at 29, about double the norm, a number that might indicate cancer. I was sure that my Hodgkin’s had come back. At best, I thought, I’d face the ordeal of chemotherapy. At worst, the end could be near.

On Friday, May 13, I repeated the test, which would take several days to process. Rather than wait at home, I flew to the National Computer Conference in Anaheim, California. I kept feeling worse and more worried, unable to sleep, and left the convention early for a late-night flight back to Seattle. In the air, at some point after midnight, I was panicked enough to draft a handwritten will. (In distributing my 3.2 million shares of Microsoft stock, I sensibly advised the recipients to hold on to them for a while “to enjoy the maximum return.”)

Hours later, my doctor called with the test results: all good. My sed rate had dropped to 16. My chest pain was inconsequential. That was a great day; everything seemed possible again. As I wrote in my journal, “Tonight I walked around Green Lake at sunset. It was a beautiful sight. I even saw a huge catfish swimming by the shore. …”

Two weeks after my scare, I traveled with my dad to Twin Lakes, our old family vacation spot. The two of us reverted to our usual interaction style, lots of fishing and reading and not much conversation. One day my father hooked a huge rainbow trout and battled it for half an hour before he could angle it up to our boat. I stood by, net in hand. When the fight was over and the fish safely in the boat, my dad grinned like I’d never seen him grin before. It was as though he’d reconnected with the best days of his youth. He’d caught the biggest trout he would ever catch, and he was content.

Near the end of our stay, out of the blue, my father looked at me and said, “No matter what happens to me, always take care of your mother and your sister.” It wasn’t like him to be explicit about such things. But perhaps he’d had a premonition.

I’D RARELY BEEN abroad except on business, but now I had all the time in the world for a European tour. I began that July in Scotland and then Ireland, where I met up with my sister and Brian, her fiancé. In Belfast I stayed at a hotel near blocks of rubble; it was the time of the Troubles, and bombings were commonplace. I was on my own the first night and went to the hotel bar. Once the patrons established that I was an American, they bought me drinks and toasted me, one after the next. The next day, Brian’s brother picked me up and asked, “Paul, why did you choose this particular hotel?”

My travel agent found it, I said.

“Oh, so you didn’t know it’s been blown up three times, then?” Now I knew why the Irishmen toasted me. I was the only American crazy enough to stay there.

I’d long wanted to take my father to France, but he had no interest. “I’ve already seen it,” he said. But I’d found another reason to go, a woman I’d met through a friend two years earlier. Francoise was incredibly attractive: dark hair, olive skin, exotic Mediterranean looks. She was a high-level accountant with a wild streak: offbeat, full of energy, always up for adventure. I stayed at her apartment in Villefranche-sur-Mer, and then we drove to Nice and St. Tropez in her Renault Quatrelle with a stick shift in the dashboard and a flip-back plastic roof, the perfect car for the south of France. Francoise was resplendent in her orange or yellow pantsuits and her long hair blowing in the wind. I stopped thinking about past or future; every moment was full.

We spent warm days on the beach, where Francoise got me to wear a Banane bathing suit about two inches high. I felt ridiculous but went along, and gradually I came to see the meaning of the saying that Americans live to work, while Europeans work to live. “Paul,” Francoise said in her perfect English, “have you ever experienced wine and cheese together?”

And I said, “I have no idea what you’re talking about.”

“That’s horrible, that you Americans don’t know these things.” She and her friends bought six bottles of wine and six different cheeses, and we spent the evening on the sand tasting the various combinations, each one a distinct explosion of flavor in my mouth. I was a middle-class guy from Seattle who’d been brought up on steaks and potatoes, and suddenly I was eating Vietnamese spring rolls and thin-crust pizza with a splash of spicy olive oil and an over-easy egg in the middle. I was living the good life on the French Riviera, which is a very good life.

AFTER MY FATHER retired from UW, his knee started acting up from an old high school football injury. In the fall of 1983, when it got to the point that he could hardly work in his beloved garden, he arranged to have the knee replaced. The surgery was routine. Afterward, though, he couldn’t stop wincing, which was hard for me to watch; he was such a tough man that the pain must have been unbearable. He stayed in the hospital another few days to get his legs back under him, and all went according to plan. When I came to visit him on a Tuesday night, he was looking forward to joining us for the Thanksgiving holiday.

The next day he was up and walking when a blood clot dislodged from his knee, traveled to his lungs, and formed a lethal pulmonary embolism—cardiac arrest, just like that. He was still connected to the EKG machine when we reached the hospital, and it was traumatic to watch the line on that machine get smoother and smoother until it went flat. My father was sixty-one years old. He never got to build that little place on the river that he’d talked about, where you could fish for steelhead whenever you wanted. When my uncles came up to make the arrangements, I could barely speak. I was in utter shock. I couldn’t believe that my dad was gone.

We’d left a lot of things unsaid, and now I hadn’t had a chance to say good-bye.

Later I’d commemorate him by establishing a library endowment fund in his name at UW, where so many people loved him. In 1990, a new addition was completed that now holds more than a million volumes. The Kenneth S. Allen Library includes the earth and space science collections that absorbed me on many a weekend when I was young. My own memento is much smaller: an oval of turquoise that my father had for years before finding a silver setting in Santa Fe a few months before he died. I have worn that ring ever since, and I think of him each time the stone catches my eye.

*   *   *

LOSING THE CAMARADERIE and creative work at Microsoft left a hole in my life. I missed the good times with Bill, when we’d spur each other on to bigger and better ideas, though the occasions had grown fewer toward the end. But I never felt tempted to reconsider my departure. It was like a failed romance. Parts of the relationship had been wonderful, but I remembered the negatives, too. I could not go back.

Microsoft kept an office for me for quite a while. When I came in now and then to brainstorm with my old development guys, I was treated as an elder statesman. I’d get copied on some memos, but I wasn’t really in the loop. My guys would tell me that upper management seemed less balanced now that Bill had lost his technical foil-in-chief. As the company kept growing and changing, it wouldn’t be long before my legacy became less personal than the stuff of company lore.

One day a big stack of boxes arrived at my home. They were consolidating office space, and they’d packed up my things and sent them to me. That felt like closure of a sort.

For a time I was happy traveling back and forth to France and spending time with Francoise. I thought I’d retire at age thirty and follow my inclinations; once Microsoft went public, I’d never have to worry about money. But after a year and a half of vacationing, I got restless. I saw what happened to my father after he’d traded his librarian’s job for fishing and his garden. He seemed diminished, somehow. I didn’t want that to happen to me.

Luckily, some new ideas lay in wait.

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