ASSOCIATED CONTENT INC. May 21, 2010

Exhibit 4.2.2

ASSOCIATED CONTENT INC.

May 21, 2010

«Name»

Dear «First»:

On May 17, 2010, Associated Content Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Yahoo! Inc. (the “Parent”), among others, pursuant to which the Company shall become a wholly owned subsidiary of the Parent (the “Merger”). You were previously granted one or more options to purchase Company common stock (each, a “Company Option,” and collectively, the “Company Options”) under the Company’s 2005 Stock Incentive Plan (the “Plan”). Your Company Options that are currently outstanding are set forth on Exhibit A. Contingent upon the consummation of the Merger, you shall receive the following treatment with respect to your outstanding Company Options.

Vested Company Options

At the effective time of the Merger (the “Effective Time”), which is anticipated to occur in May, 2010, the portion of your outstanding Company Options that is vested as of the Effective Time (the “Vested Company Options”) shall terminate and be cancelled as of the Effective Time. If you do not exercise your Vested Company Options, you shall be entitled to receive a cash payment (subject to all applicable income and employment tax withholding) equal to the product of (x) the number of shares of Company common stock that were issuable upon exercise of such Vested Company Options immediately prior to the Effective Time multiplied by (y) an amount equal to (1) the Per Share Common Amount (as defined in the Merger Agreement as the consideration that each share of Company common stock will receive in the Merger) minus (2) the per share exercise price for the shares of Company common stock that would have been issuable upon exercise of such Vested Company Options immediately prior to the Effective Time (with the understanding that, for purposes of this clause, if there are different exercise prices for different Vested Company Options held by you, separate calculations shall be made for each applicable exercise price) (the “Vested Spread”).

Pursuant to the Merger Agreement, approximately 15% of the Vested Spread shall be held back in escrow to indemnify the Parent in case of a breach of a representation, warranty or covenant in the Merger Agreement or if an event happens which requires indemnification as provided in the Merger Agreement. (The exact percentage of the Vested Spread to be subject to escrow will depend on the final purchase price after giving effect to closing payments, working capital adjustments and the like.) The amount withheld will be deposited with the escrow agent pursuant to the terms of the Merger Agreement to secure such indemnification obligations, and all amounts deposited with the escrow agent, together with any interest, investment income or other proceeds applicable thereto, shall be held by the escrow agent, subject to the terms and conditions of the Merger Agreement and the related escrow agreement. You acknowledge and agree to be bound by all provisions of Articles 2 and 9 of the Merger Agreement, and that you shall be entitled to receive the portion of the Vested Spread held back in escrow only at the times and in the amounts set forth in the Merger Agreement and the escrow agreement.

You may also choose to exercise your Vested Company Options prior to the Effective Time. If you wish to exercise your Vested Company Options, please contact the Company immediately. You must provide a completed exercise notice to the Company and pay the exercise price per share prior to the Effective Time. For any of your Vested Company Options that were granted as incentive stock options (“ISOs”) under Internal Revenue Code Section 422 and are exercised by you, the Vested Spread shall be reported as ordinary income to you for income tax purposes, but shall not be subject to withholding, including not being subject to employment taxes. For any of your Vested Company Options that were granted as nonstatutory stock options (“NSOs”), the Vested Spread shall be reported as ordinary income and be subject to applicable tax withholding (including income and employment taxes). As a stockholder, a percentage of the Merger consideration that you receive for your shares will be held back in escrow on the same terms as described above for Vested Company Options.

Amendment and Assumption of Unvested Company Options

At the Effective Time (provided that you accept an offer of employment with Parent before the Effective Time and provided that you are to be employed with Parent immediately following the Effective Time), the portion of your outstanding Company Options that is unvested as of the Effective Time (the “Unvested Company Options”) shall be assumed by the Parent and converted into the right to purchase shares of Parent common stock (each, an “Assumed Option” and collectively, the “Assumed Options”). Each Assumed Option shall continue to have, and be subject to, the same terms and conditions (including, if applicable, the vesting arrangements and other terms and conditions set forth in the Plan and the applicable stock option or other agreement) as are in effect immediately prior to the Effective Time, except that (i) Parent shall have any and all amendment and administrative authority with respect to such option (subject, in the case of any amendment, to any required consent from you), (ii) the Assumed Option shall become exercisable for that number of whole shares of Parent common stock equal to the product (rounded down to the next whole number of shares of Parent common stock) of (A) the number of shares of Company common stock that would have been issuable upon exercise of the Assumed Option immediately prior to the Effective Time and (B) the Equity Exchange Ratio (as defined in the Merger Agreement), (iii) the per share exercise price for the shares of Parent common stock issuable upon exercise of the Assumed Option shall be equal to the quotient (rounded up to the next whole cent) obtained by dividing the exercise price per share of Company common stock at which such Assumed Option was exercisable immediately prior to the Effective Time by the Equity Exchange Ratio, and (iv) the Assumed Option will be subject to the amendments set forth below.

By executing this letter, you acknowledge and agree that the option agreement and related option documentation that evidences your Assumed Options are hereby amended, effective upon and subject to the Effective Time, to provide as follows:

1. No Incentive Stock Option Treatment or Early Exercise Feature. All of your Assumed Options shall be treated as NSOs, even if such Assumed Options immediately prior to the Effective Time were designated as ISOs, and any of your Assumed Options that included an “early exercise” feature prior to the Effective Time that permitted the option to be exercised prior to the time that the option had vested shall, effective as of the Effective Time, no longer include such an early exercise feature and may be exercised only to the extent (if any) then vested. Upon exercise of your Assumed Option, the difference between the fair market value of the shares you acquire on exercising the option and the exercise price of the option will be taxable as ordinary income and subject to applicable tax withholding (including income and employment taxes).

2. Modification of Certain Definitions. To the extent that your Assumed Options provide for accelerated vesting of the option if a “Termination Event” occurs within the 12-month period following the Effective Time, the following definitions will supersede and replace in their entirety the definitions of “Termination Event” and “Cause” that appear in the option agreement and the Plan, respectively:

“A “Termination Event” occurs where there is a termination of the Participant’s Continuous Service as a result of and as determined by the Plan Administrator in its sole discretion: (i) there has been, as initiated by the Company or any Subsidiary that employs Participant, (a) a significant reduction in Participant’s responsibilities, authorities or duties which occurred while the Participant was employed with the Company or any of its Subsidiaries, without regard to any change in title, (b) a material reduction in Participant’s base salary, except in the event of an across-the-board salary reduction for comparable positions in Participant’s business unit at the Company or any of its Subsidiaries, or (c) a required relocation of Participant’s office outside of a 50-mile radius of the Company’s current location without Participant’s written consent; or (ii) an involuntary termination of Participant’s Continuous Service by the Company or any Subsidiary other than for Cause.”

““Cause” means a termination of Participant’s employment on account of dishonesty, fraud, misconduct, unauthorized use or disclosure of confidential information or trade secrets or conviction or confession of a crime punishable by law (except a misdemeanor violation), in each such case as determined by the Plan Administrator, and its determination shall be conclusive and binding. Such actions constituting “Cause” shall include, without limitation, (1) refusal to obey directions of the Board of Directors or a superior officer (so long as such directions do not involve illegal acts); (2) material neglect or material failure to perform job duties and responsibilities; (3) fraud or dishonesty that is materially injurious to the Company or any of its Subsidiaries; (4) breach of any material obligation of nondisclosure or confidentiality owed to the Company or any of its Subsidiaries; (5) commission of a criminal offense involving money or other property of the Company (excluding any traffic violations or similar violations); or (6) commission of a criminal offense that constitutes a felony in the jurisdiction in which the offense is committed. A Participant who agrees to resign from his or her affiliation with the Company in lieu of being terminated for Cause will, unless otherwise expressly provided by the Company, be deemed to have been terminated for Cause for purposes of the Plan.”

For all purposes under the Plan and any option agreement under the Plan (including for purposes of the foregoing definitions), the term “Company” shall mean Yahoo! Inc., and the term “Subsidiary” shall include any majority-owned subsidiary of Yahoo! Inc. (including Associated Content Inc. for so long as such entity is a majority-owned subsidiary of Yahoo! Inc.).

If you do not accept an offer of employment with Parent before the Effective Time or if for any other reason you are not to be employed by Parent immediately following the Effective Time, your Unvested Company Options shall not be assumed and shall terminate and be cancelled at the Effective Time, pursuant to Section 8.2 of the Plan and Section 6.5 of the Merger Agreement. You will receive no consideration for any cancelled Unvested Company Options, and you will have no further rights with respect thereto or in respect thereof. Neither the Parent nor the Company will have any obligation with respect to the cancelled Unvested Company Options after the Effective Time.

The tax information in this letter is summary information only and is given for your reference. You agree that the Company and its affiliates, officers, directors, advisors and agents are not providing, and have not provided you with, any tax advice with respect to these matters and that you are relying solely on your own tax advisors. If you have questions or would like specific information about the tax treatment of your Company Options or any of the transactions contemplated by this letter, please consult your own tax advisors.

Please indicate your acceptance of the foregoing terms by signing this agreement below and returning it to me no later than the close of business on Wednesday, May 27, 2010. If you do not timely sign and return this agreement, your Unvested Company Options will not be assumed by the Parent and will instead be cancelled at the Effective Time without payment. You will not have any further rights with respect to or in respect of any Unvested Company Option that is so cancelled.

Sincerely,

ASSOCIATED CONTENT INC.

Xxxxx X. Xxxxxxx

Vice President and General Counsel

Accepted and Agreed:

Name Date

Exhibit A

COMPANY OPTION SUMMARY

Name Date of Grant Number of Shares Exercise Price Number of Shares Vested as of Anticipated Effective Time of June 1, 2010 Number of Shares Unvested as of Anticipated Effective Time of June 1, 2010