YAHOO! INC. 1995 STOCK PLAN (AS AMENDED AND RESTATED JUNE 12, 2007) RESTRICTED STOCK UNIT AWARD AGREEMENT
Exhibit 10.23(C)
YAHOO! INC.
1995 STOCK PLAN
(AS AMENDED AND RESTATED JUNE 12, 2007)
RESTRICTED STOCK UNIT AWARD AGREEMENT
1995 STOCK PLAN
(AS AMENDED AND RESTATED JUNE 12, 2007)
RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of ___, 2007
(the “Date of Grant”), is made by and between Yahoo! Inc., a Delaware corporation (the “Company”),
and ___(the “Grantee”).
Section 1. Grant of Restricted Stock Unit Award
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 restrictions:
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[As soon as practicable after the date any Restricted Stock Units subject to the Award become
non-forfeitable (the “Payment Date”), such Restricted Stock Units shall be paid in a lump sum cash
payment equal in the aggregate to the Fair Market Value of a Share on the Payment Date multiplied
by the number of such Restricted Stock Units that become non-forfeitable upon that Payment Date.
Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives
shall have any further rights or interests in any Restricted Stock Units that are so paid.]
[As soon as practicable 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. 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 Grantee’s 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 Grantee’s successors, heirs, assigns or personal representatives shall have any
further rights or interests in any Restricted Stock Units that are so paid. Notwithstanding the
foregoing, 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.]
[As soon as practicable after the date any Restricted Stock Units subject to the Award become
non-forfeitable (the “Payment Date”), such Restricted Stock Units shall be paid, at the Company’s
option, (i) in a lump sum cash payment equal in the aggregate to the Fair Market Value of a Share
on the Payment Date multiplied by the number of such Restricted Stock Units that become
non-forfeitable upon that Payment Date or (ii) 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. If the Restricted Stock Units are paid in Shares, 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 Grantee’s 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 Grantee’s 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.]
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(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)(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.
Section 3. Miscellaneous
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(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.
(h) 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.
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YAHOO! INC. | |||||
By: | |||||
Its: | |||||
[Insert Name] | |||||
Signature: | |||||
Printed Name: | |||||
Address: | |||||
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