EXHIBIT 99.7
ADDENDUM
TO
STOCK ISSUANCE AGREEMENT
The following provisions are hereby incorporated into, and are hereby
made a part of, that certain Stock Issuance Agreement (the "Issuance Agreement")
by and between GeoCities (the "Corporation") and ____________ ("Participant")
evidencing the stock issuance made on this date to Participant under the terms
of the Corporation's 1998 Stock Incentive Plan, and such provisions shall be
effective immediately on such issue date. All capitalized terms in this
Addendum, to the extent not otherwise defined herein, shall have the meanings
assigned to such terms in the Issuance Agreement.
INVOLUNTARY TERMINATION FOLLOWING
CHANGE IN CONTROL
1. To the extent the Repurchase Right is assigned to the successor
corporation (or parent thereof) in a Change in Control or is otherwise continued
in full force and effect pursuant to the terms of the Change in Control
transaction, no accelerated vesting of the Purchased Shares shall occur upon
such Change of Control, and the Repurchase Right shall continue to remain in
full force and effect in accordance with the provisions of the Issuance
Agreement. The Participant shall, over Participant's period of Service following
the Change in Control, continue to vest in the Purchased Shares in one or more
installments in accordance with the provisions of the Issuance Agreement.
2. Immediately upon an Involuntary Termination of Participant's
Service within eighteen (18) months following the Change in Control, the
Repurchase Right shall terminate automatically, and all the Purchased Shares
shall vest in full at that time.
3. For purposes of this Addendum, the following definitions shall be
in effect:
An Involuntary Termination shall mean the termination of Participant's
Service by reason of:
(i) Participant's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or
(ii) Participant's voluntary resignation following (A) a change in
Participant's position with the Corporation (or Parent or Subsidiary employing
Participant) which materially reduces Participant's duties and responsibilities
or the level of management to which Participant reports, (B) a reduction in
Participant's level of compensation (including base salary, fringe benefits and
target bonus under any corporate performance based bonus or incentive programs)
by more than fifteen percent (15%) or (C) a relocation of Participant's place of
employment by more than fifty (50) miles, provided and only if such change,
reduction or relocation is effected by the Corporation without
Participant's consent.
Misconduct shall mean the commission of any act of fraud, embezzlement
or dishonesty by the Participant, any unauthorized use or disclosure by the
Participant of confidential information or trade secrets of the Corporation (or
any Parent or Subsidiary), or any intentional wrongdoing by the Participant,
whether by omission or commission, which adversely affects the business or
affairs of the Corporation (or any Parent or Subsidiary) in a material manner.
This shall not limit the grounds for the dismissal or discharge of the
Participant or other person in the Service of the Corporation (or any Parent or
Subsidiary).
IN WITNESS WHEREOF, GeoCities has caused this Addendum to be executed
by its duly-authorized officer as of the Effective Date specified below.
GEOCITIES
By: _____________________________
Title: _____________________________
EFFECTIVE DATE: _________________, 199__
2.
