Exhibit 10.2(E): Form of Executive Restricted Stock Unit Award Agreement
1995 STOCK PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this Agreement), dated as of , 2009 (the Date of Grant), is made by and between Yahoo! Inc.,
a Delaware corporation (the Company), and (the Grantee).
WHEREAS, the Company has adopted the Yahoo! Inc. 1995 Stock Plan, as amended (the Plan), pursuant to which the Company may grant
Restricted Stock Units;
WHEREAS, the Company desires to grant to the Grantee the number of Restricted Stock Units provided
NOW, THEREFORE, in consideration of the recitals and the mutual agreements herein contained, the parties hereto
agree as follows:
Section 1. Grant of Restricted Stock Unit Award
(a) Grant of Restricted Stock Units. The Company hereby grants to the Grantee
Restricted Stock Units (the Award) on the terms and conditions set forth in this Agreement and as otherwise
provided in the Plan.
(b) Incorporation of Plan; Capitalized Terms. The provisions of the Plan are hereby incorporated
herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set
forth in the Plan. The Administrator shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Grantee and his/her
legal representative in respect of any questions arising under the Plan or this Agreement.
Section 2. Terms and Conditions of Award
The grant of Restricted Stock Units provided in Section 1(a) shall be subject to the following terms, conditions and
(a) Limitations on Rights Associated with Units. The Restricted Stock Units are bookkeeping entries
only. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units.
(b) Restrictions. The Restricted Stock Units and any interest therein, may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent
and distribution, during the Restricted Unit Period (as defined below). Any attempt to dispose of any Restricted Stock Units in contravention of the above restriction shall be null and void and without effect.
(c) Lapse of Restrictions. Subject to Sections 2(e) through 2(g) below, [vesting provisions to be determined at the time of
grant]. (The period commencing on the Date of Grant and ending on the date the Restricted Stock Units vest is referred to as the Restricted Unit Period as to those Restricted Stock Units.)
(d) Timing and Manner of Payment of Restricted Stock
Units. As soon as practicable after (and in no case more than seventy-four days after) the date any Restricted Stock Units subject to the Award become non-forfeitable (the Payment Date), such Restricted Stock Units
shall be paid by the Company delivering to the Grantee a number of Shares equal to the number of Restricted Stock Units that become non-forfeitable upon that Payment Date (rounded down to the nearest whole share). The Company shall issue the Shares
either (i) in certificate form or (ii) in book entry form, registered in the name of the Grantee. Delivery of any certificates will be made to the Grantees last address reflected on the books of the Company and its Subsidiaries
unless the Company is otherwise instructed in writing. Neither the Grantee nor any of the Grantees successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units that are so
paid. Notwithstanding anything herein to the contrary, the Company shall have no obligation to issue Shares in payment of the Restricted Stock Units unless such issuance and such payment shall comply with all relevant provisions of law and the
requirements of any Stock Exchange.
(e) Termination of Employment. Except as
expressly provided in Section 2(g), in the event of the termination of the Grantees employment or service with the Company, Parent or any Subsidiary for any reason prior to the lapsing of the restrictions in accordance with
Section 2(c) hereof with respect to any of the Restricted Stock Units granted hereunder, such portion of the Restricted Stock Units held by the Grantee shall be automatically forfeited by the Grantee as of the date of termination. Neither the
Grantee nor any of the Grantees successors, heirs, assigns or personal representatives shall have any rights or interests in any Restricted Stock Units that are so forfeited.
(f) Corporate Transactions. The following provisions shall apply to the corporate transactions described below:
(i) In the event of a proposed dissolution or liquidation of the Company, the Award will terminate and be forfeited
immediately prior to the consummation of such proposed transaction, unless otherwise provided by the Administrator.
(ii) In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Award shall be assumed or substituted with an equivalent award by such
successor corporation, parent or subsidiary of such successor corporation; provided that the Administrator may determine, in the exercise of its sole discretion in connection with a transaction that constitutes a permissible distribution event
under Section 409A(a)(2)(A)(v) of the Code, that in lieu of such assumption or substitution, the Award shall be vested and non-forfeitable and any conditions or restrictions on the Award shall lapse, as to all or any part of the Award, including
Restricted Stock Units as to which the Award would not otherwise be non-forfeitable.
Change in Control. The following provisions shall apply in the event of a Change in Control (as such term is defined below) prior to the date the Restricted Stock Units have either become vested and non-forfeitable
or have been forfeited pursuant to this Agreement:
(i) In the event that, during the period of
twelve (12) months following the Change in Control, the Grantees employment is terminated by the Company, Parent or any Subsidiary without Cause or by the Grantee for Good Reason (as such terms are defined below), the Restricted Stock
Units subject to the Award, to the extent then outstanding and not vested, shall become fully vested and non-forfeitable as of the date of such termination.
(ii) For purposes of this Agreement, Change in Control shall mean the first of the following events to occur
after the Date of Grant:
(A) any person or group of persons (as defined in Section 13(d) and 14(d) of the
Exchange Act) together with its Affiliates (as defined below), but excluding (i) the Company or any of its subsidiaries, (ii) any employee benefit plans of the Company or (iii) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their ownership of stock of the Company (individually a Person and collectively, Persons), is or becomes, directly or indirectly, the beneficial
owner (as defined in Rule 13d-3
under the Exchange Act) of securities of the Company representing 40% or more of the combined voting power of the Companys then outstanding securities (not including in the securities
beneficially owned by such Person any securities acquired directly from the Company or its Affiliates);
the consummation of a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation or entity regardless of which entity is the survivor, other than a merger or consolidation which would result
in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) more than 50% of the combined voting power of
the voting securities of the Company, such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or
(C) the stockholders of the Company approve a plan of complete liquidation or winding-up of the Company or there is consummated an agreement for the sale or disposition by the Company of all or
substantially all of the Companys assets, provided, however, that a sale of the Companys search business shall not constitute a Change in Control, regardless of whether stockholders approve the transaction.
(iii) For purposes of this Agreement, Cause shall mean termination of the Grantees employment with the
Company based upon the occurrence of one or more of the following which, with respect to clauses (1), (2) and (3) below, if curable, the Grantee has not cured within fourteen (14) days after the Grantee receives written notice from
the Company specifying with reasonable particularity such occurrence: (1) the Grantees refusal or material failure to perform the Grantees job duties and responsibilities (other than by reason of the Grantees serious physical
or mental illness, injury or medical condition); (2) the Grantees failure or refusal to comply in any material respect with material Company policies or lawful directives; (3) the Grantees material breach of any contract or
agreement between the Grantee and the Company (including but not limited to any Employee Confidentiality and Assignment of Inventions Agreement or similar agreement between the Grantee and the Company), or the Grantees material breach of any
statutory duty, fiduciary duty or any other obligation that the Grantee owes to the Company; (4) the Grantees commission of an act of fraud, theft, embezzlement or other unlawful act against the Company or involving its property or assets
or the Grantees engaging in unprofessional, unethical or other intentional acts that materially discredit the Company or are materially detrimental to the reputation, character or standing of the Company; or (5) the Grantees
indictment or conviction or nolo contendre or guilty plea with respect to any felony or crime of moral turpitude. Following notice and cure as provided in the preceding sentence, upon any additional one-time occurrence of one or more of the
events enumerated in that sentence, the Company may terminate the Grantees employment for Cause without notice and opportunity to cure. However, should the Company choose to offer the Grantee another opportunity to cure, it shall not be deemed
a waiver of its rights under this provision. For purposes of this definition, the term Company shall include a Parent or any Subsidiary of the Company.
(iv) For purposes of this Agreement, Good Reason shall be deemed to exist only if the Company shall fail to
correct within 30 days after receipt of written notice from the Grantee specifying in reasonable detail the reasons the Grantee believes one of the following events or conditions has occurred (provided such notice is delivered by the Grantee no
later than 30 days after the initial existence of the occurrence): (1) a material diminution of the Grantees then current aggregate base salary and target bonus amount (other than reductions that also affect other similarly situated
employees) without the Grantees prior written agreement; (2) the material diminution of the Grantees authority, duties or responsibilities as an employee of the Company without the Grantees prior written agreement (except that
change in title or assignment to a new supervisor by itself shall not constitute Good Reason); or (3) the relocation of the Grantees position with the Company to a location that is greater than 50 miles from the Grantees current
principal place of employment with the Company, and that is also further from the Grantees principal place of residence, without the Grantees prior written agreement, provided that in all events the termination of the Grantees
service with the Company shall not be treated as a termination for Good Reason unless such termination occurs not more than six (6) months following the initial existence of the occurrence of the event or condition claimed to
constitute Good Reason. For purposes of this definition, the term Company shall include a Parent or any Subsidiary of the Company.
(v) For purposes of this Agreement, Affiliate means, with
respect to any individual or entity, any other individual or entity who, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such individual or entity.
This grant of Restricted Stock Units shall not be subject to the acceleration of vesting provisions of Section 2.5 of the Amended and
Restated Yahoo! Inc. Change in Control Severance Plan for Level I and Level II Employees.
(h) Income Taxes. Except as
provided in the next sentence, the Company shall withhold and/or reacquire a number of Shares issued in payment of (or otherwise issuable in payment of, as the case may be) the Restricted Stock Units having a Fair Market Value equal to the taxes
that the Company determines it or the Employer is required to withhold under applicable tax laws with respect to the Restricted Stock Units (with such withholding obligation determined based on any applicable minimum statutory withholding rates). In
the event the Company cannot (under applicable legal, regulatory, listing or other requirements, or otherwise) satisfy such tax withholding obligation in such method, the Company may satisfy such withholding by any one or combination of the
following methods: (i) by requiring the Grantee to pay such amount in cash or check; (ii) by deducting such amount out of any other compensation otherwise payable to the Grantee; and/or (iii) by allowing the Grantee to surrender
shares of Common Stock of the Company which (a) in the case of shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Grantee for such period (if any) as may be required to avoid a
charge to the Companys earnings, and (b) have a Fair Market Value on the date of surrender equal to the amount required to be withheld. For these purposes, the Fair Market Value of the Shares to be withheld or repurchased, as applicable,
shall be determined on the date that the amount of tax to be withheld is to be determined.
Section 3. Miscellaneous
(a) Notices. Any and all notices, designations, consents, offers, acceptances and any other communications provided for herein
shall be given in writing and shall be delivered either personally or by registered or certified mail, postage prepaid, which shall be addressed, in the case of the Company to both the Chief Financial Officer and the General Counsel of the Company
at the principal office of the Company and, in the case of the Grantee, to the Grantees address appearing on the books of the Company or to the Grantees residence or to such other address as may be designated in writing by the Grantee.
Notices may also be delivered to the Grantee, during his or her employment, through the Companys inter-office or electronic mail systems.
(b) No Right to Continued Employment. Nothing in the Plan or in this Agreement shall confer upon the Grantee any right to continue in the employ of the Company, a Parent or any Subsidiary or shall
interfere with or restrict in any way the right of the Company, Parent or any Subsidiary, which is hereby expressly reserved, to remove, terminate or discharge the Grantee at any time for any reason whatsoever, with or without Cause and with or
without advance notice.
(c) Bound by Plan. By signing this Agreement, the Grantee acknowledges that he/she has
received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan.
(d) Imposition of Other Requirements. If the Grantee relocates to another country after the Date of Grant, the Company reserves the right to impose other requirements on the Grantees
participation in the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Grantee to sign any additional agreements or undertakings
that may be necessary to accomplish the foregoing.
(e) Successors. The terms of this Agreement shall be binding upon
and inure to the benefit of the Company, its successors and assigns, and of the Grantee and the beneficiaries, executors, administrators, heirs and successors of the Grantee.
(f) Invalid Provision. The invalidity or unenforceability of any particular provision
thereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.
(g) Modifications. No change, modification or waiver of any provision of this Agreement shall be valid unless the same is in writing
and signed by the parties hereto.
(h) Entire Agreement. This Agreement and the Plan contain the entire agreement and
understanding of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior communications, representations and negotiations in respect thereto.
(i) Governing Law. This Agreement and the rights of the Grantee hereunder shall be construed and determined in accordance with the
laws of the State of Delaware.
(j) Headings. The headings of the Sections hereof are provided for convenience only and
are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
By Grantees signature and the signature of the Companys representative below, or by Grantees acceptance of this Award
through the Companys online acceptance procedure, this Agreement shall be deemed to have been executed and delivered by the parties hereto as of the Date of Grant.