YAHOO! INC. 1995 STOCK PLAN (AS AMENDED AND RESTATED JUNE 12, 2007) STOCK APPRECIATION RIGHTS AWARD AGREEMENT
Exhibit 10.23(D)
YAHOO! INC.
1995 STOCK PLAN
(AS AMENDED AND RESTATED JUNE 12, 2007)
STOCK APPRECIATION RIGHTS AWARD AGREEMENT
1995 STOCK PLAN
(AS AMENDED AND RESTATED JUNE 12, 2007)
STOCK APPRECIATION RIGHTS AWARD AGREEMENT
THIS STOCK APPRECIATION RIGHTS 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”).
The grant of SARs provided in Section 1(a) shall be subject to the following terms, conditions
and restrictions:
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vesting of the applicable installment of the Award and the rights and benefits under this
Agreement. Employment or service for only a portion of the vesting period, even if a substantial
portion, will not entitle the Grantee to any proportionate vesting or avoid or mitigate a
termination of rights and benefits upon or following a termination of employment or services as
provided in Sections 2(d) below or under the Plan.
(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, as to all or any
part of the Award, including SARs as to which the Award would not otherwise be
non-forfeitable.
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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 or in the event that the SARs are for any reason to be settled in cash
(as opposed to Shares), 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
reducing the amount of any cash otherwise payable to the Grantee with respect to the SARs; (iii) by
deducting such amount out of any other compensation otherwise payable to the Grantee; and/or (iv)
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
Company’s 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.
(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.
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(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.
YAHOO! INC. |
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By: | ||||
Its: | ||||
[Insert Name] | ||||
Signature: | ||||
Printed Name: | ||||
Address: | ||||
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