EXHIBIT 99.12
GEOCITIES
STOCK PURCHASE AGREEMENT
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I hereby elect to participate in the 1998 Employee Stock Purchase Plan
(the "ESPP") for the purchase period specified below, and I hereby subscribe to
purchase shares of Common Stock of GeoCities (the "Corporation") in accordance
with the provisions of this Agreement and the ESPP. I hereby authorize payroll
deductions from each of my paychecks following my entry into the ESPP in the 1%
multiple of my cash compensation (not to exceed a maximum of 10%) specified in
my attached Enrollment Form.
Purchase periods under the ESPP will run from the first business day
in February to the last business day in July each year, and from the first
business day in August to the last business day in January of the following
year. However, the initial purchase period under the ESPP will begin on the
Effective Date of the initial public offering of the Corporation's Common Stock
and end on January 29, 1999. My participation will automatically remain in
effect from one purchase period to the next in accordance with my payroll
deduction authorization, unless I withdraw from the ESPP or change the rate of
my payroll deduction or unless my employment status changes. I may reduce the
rate of my payroll deductions on one occasion per purchase period, and I may
increase my rate of payroll deductions to become effective at the beginning of
any subsequent purchase period.
My payroll deductions will be accumulated for the purchase of shares
of the Corporation's Common Stock on the last business day of each purchase
period. The purchase price per share will be equal to 85% of the lower of (i)
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the fair market value per share of Common Stock on the start date of the
purchase period or (ii) the fair market value per share on the purchase date. I
will also be subject to ESPP restrictions (i) limiting the maximum number of
shares which I may purchase per purchase period, (ii) limiting the maximum
number of shares which may be purchased in the aggregate per purchase period and
(iii) prohibiting me from purchasing more than $25,000 worth of Common Stock for
each calendar year my purchase right remains outstanding.
I may withdraw from the ESPP at any time prior to the last day of the
purchase period and the Corporation will refund all my payroll deductions for
that period. However, I may not rejoin that particular purchase period at any
later date. Upon the termination of my employment for any reason, including
death or disability, or my loss of eligible employee status, my participation in
the ESPP will immediately cease, and all my payroll deductions for the purchase
period in which my employment terminates or my loss of eligibility occurs will
immediately be refunded.
If I take an unpaid leave of absence, my payroll deductions will
immediately cease, and any payroll deductions for the purchase period in which
my leave begins will be refunded. If my re-employment is guaranteed by either
law or contract, or if I return to active service within ninety (90) days, then
upon my return my payroll deductions will automatically resume at the rate in
effect when my leave began. The Corporation will issue a stock certificate for
the shares purchased on my behalf after the end of each purchase period. The
certificate will be issued in street name and will be deposited directly in my
Corporation-designated brokerage account. I will notify the Corporation of any
disposition of shares purchased under the ESPP, and I will satisfy all
applicable income and employment tax withholding requirements at the time of
such disposition.
The Corporation has the right, exercisable in its sole discretion, to
amend or terminate all outstanding purchase rights under the ESPP at any time,
with such amendment or termination to become effective immediately following the
end of any purchase period. However, such purchase rights may be amended or
terminated with an immediate effective date to the extent necessary to avoid the
Corporation's recognition of compensation expense for financial reporting
purposes, should the accounting principles applicable to the ESPP change. Upon
any such termination, I will cease to have any further rights to purchase shares
of Common Stock under this Agreement.
I have read this Agreement and hereby agree to be bound by the terms
of both this Agreement and the ESPP. The effectiveness of this Agreement is
dependent upon my eligibility to participate in the ESPP.
Date:_________, 199__
Signature of Employee_____________________
Printed Name:_____________________________
Entry Date: _____________________, 1998
