(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

701 First Avenue

Sunnyvale, California

Yahoo! has agreed to nominate Daniel S. Loeb, Michael J. Wolf and Harry J. Wilson for election to the Board at the 2012 Annual Meeting and, effective May 16, 2012, to appoint Messrs. Loeb, Wolf and Harry J. Wilson to the Board.

Yahoo! has agreed that, so long as Messrs. Loeb, Wolf and Harry J. Wilson (or their successor designated by the Third Point Group) serve on the Board, they shall have the opportunity to serve on the respective committees set forth below next to their names, subject to their fulfillment of any independence or other requirements under applicable law and the rules and regulations of the Nasdaq Global Select Market for service on such committee:

Mr. Loeb, to the Board’s Transactions and Strategic Planning Committee;

Mr. Wolf, to the Board’s Compensation and Leadership Development Committee and CEO Search Committee; and

Mr. Harry J. Wilson, to the Board’s Nominating and Corporate Governance Committee.

The Board and Mr. Loeb have agreed to engage in mutual consultations toward identifying a mutually agreeable additional director who would bring additional technological and product expertise to the Board.

Further, the members of the Third Point Group have agreed to observe normal and customary standstill provisions during the period beginning on the date of the Settlement Agreement until the date that is the later of the conclusion of Yahoo!’s 2013 annual meeting of stockholders and such time as none of the Third Point Nominees are members of the Board (the “Standstill Period”); provided, that the Standstill Period shall nonetheless terminate if the Board determines not to nominate any of the Third Point Nominees for election as directors at an annual meeting of stockholders following the 2012 Annual Meeting and, in such a circumstance, the Board has agreed to provide the Third Point Group with a 10-day window to comply with Yahoo!’s advance notice requirements for director nominations and to cause such annual meeting of stockholders not to be held prior to 90 days following the time the Third Point Nominees are notified they have not been so nominated. The standstill provisions provide, among other things, that the members of the Third Point Group will not:

collectively beneficially own more than 10% of the Voting Securities (as such term is defined in the Settlement Agreement) of Yahoo! as a result of acquiring beneficial ownership of any Voting Securities of Yahoo!;

engage in or in any way participate in a solicitation of proxies or consents with respect to Yahoo! or the Voting Securities or make shareholder proposals for consideration at annual meetings of stockholders;

without the prior approval of the Board contained in a written resolution of the Board, take certain actions with respect to any (i) tender offer or exchange offer, merger, acquisition or other business combination involving Yahoo! or any of its subsidiaries or affiliates; (ii) form of business combination or acquisition or other transaction relating to a material amount of assets or securities of Yahoo! or any of its subsidiaries or affiliates; or (iii) form of restructuring, recapitalization or similar transaction with respect to Yahoo! or any of its subsidiaries or affiliates; and/or

make, or cause to be made, any statement or announcement that relates to and constitutes an ad hominem attack on, or relates to and otherwise disparages, Yahoo!, its officers or its directors or any person who has served as an officer or director of Yahoo!.

The Third Point Group has agreed to cause all Yahoo! Voting Securities beneficially owned by them to be present and voted for all of the directors nominated by the Board for election, and voted in accordance with the Board’s recommendation on all proposals brought by other shareholders of Yahoo! who are proposing one or more director nominees in opposition to one or more director nominees recommended by the Board, at all meetings of the stockholders of Yahoo! during the Standstill Period.

The Third Point Group has withdrawn its nomination of four candidates for election as directors of Yahoo! at the 2012 Annual Meeting and agreed to immediately cease all efforts related to their own proxy solicitation.

At such time as the Third Point Group and their affiliates own less than 2% of Yahoo!’s outstanding common stock, Messrs. Loeb, Wolf and Harry J. Wilson shall each resign from the Board.

If Messrs. Loeb, Wolf or Harry J. Wilson (or their successor designated by the Third Point Group) should be rendered unable to serve on the Board by reason of death or disability or resign from the Board other than due to Third Point Group and its affiliates’ owning less than 2% of Yahoo!’s outstanding common stock, the Third Point Group shall be entitled to designate a reasonably qualified replacement for such director, which replacement shall be entitled to the same opportunity to join committees as the director he or she replaced.

The Third Point Group and Yahoo! agreed to a mutual release of claims in connection with, relating to or resulting from Third Point’s efforts to replace certain members of the Board and in addition, the Third Point Group agreed to a release of claims in connection with, relating to or resulting from the hiring and termination of Scott Thompson.

Yahoo! has agreed to reimburse the Third Point Group for its documented expenses, fees and costs incurred in connection with, relating to or resulting from Third Point’s efforts to replace certain members of the Board, up to a maximum amount of $4 million to be paid by Yahoo!.

Mr. Thompson resigned from his position as Yahoo!’s Chief Executive Officer and all other positions he had with Yahoo!’s subsidiaries and affiliates, including as a director of Yahoo!.

Yahoo! and Mr. Thompson agreed to terminate all other agreements between them, including Mr. Thompson’s offer letter, all outstanding but not fully vested equity awards and Yahoo!’s other plans and arrangements for the benefit of employees, with no severance compensation. However, in accordance with the terms of his offer letter, Mr. Thompson retained the make-whole cash bonus previously paid to him under his offer letter and the make-whole restricted stock units that had been granted to him pursuant to his offer letter and that had already vested.

The parties reiterated their obligations with regard to disparagement under Mr. Thompson’s offer letter, providing that Mr. Thompson not knowingly disparage Yahoo! or its officers, directors, employees or agents in any manner likely to be harmful to their respective business, business reputation or personal reputation, and that Yahoo! instruct its Chairman, certain employees and executive officers not to knowingly disparage Mr. Thompson in any manner likely to be harmful to his business, business reputation or personal reputation other than in the good-faith performance of their duties to Yahoo! or in connection with their fiduciary duties to Yahoo! and applicable law.

Yahoo! and Mr. Thompson agreed to a mutual release of claims related to Mr. Thompson’s employment and other relationships with, and the termination of Mr. Thompson’s employment and other relationships with, Yahoo! and Yahoo!’s affiliates, provided, that such release by Yahoo! does not apply to any liability arising out of any intentional and wrongful act by Mr. Thompson.

Certain of Mr. Thompson’s obligations, such as those in relation to intellectual property and confidentiality, remained in effect.