{"id":38489,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/amended-and-restated-1995-stock-plan.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"amended-and-restated-1995-stock-plan","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/amended-and-restated-1995-stock-plan.html","title":{"rendered":"Amended and Restated 1995 Stock Plan"},"content":{"rendered":"
YAHOO!\nINC.<\/b><\/p>\n\n
1995\nSTOCK PLAN
\n(AS AMENDED AND RESTATED MAY 19, 2005)<\/b><\/p>\n\n
RESTRICTED\nSTOCK UNIT AWARD AGREEMENT<\/b><\/p>\n\n
 <\/p>\n\n
THIS RESTRICTED STOCK\nUNIT AWARD AGREEMENT (the \u0093Agreement\u0094), dated as of ______________, 2005 (the \u0093Date\nof Grant\u0094), is made by and between Yahoo! Inc., a Delaware corporation (the \u0093Company\u0094),\nand ___________________ (the \u0093Grantee\u0094).<\/p>\n\n\n\n
WHEREAS, the Company has\nadopted the Yahoo! Inc. 1995 Stock Plan, as amended (the \u0093Plan\u0094), pursuant to\nwhich the Company may grant Restricted Stock Units;<\/p>\n\n\n\n
WHEREAS, the Company\ndesires to grant to the Grantee the number of Restricted Stock Units provided\nfor herein;<\/p>\n\n\n\n
NOW, THEREFORE, in\nconsideration of the recitals and the mutual agreements herein contained, the\nparties hereto agree as follows:<\/p>\n\n
Section 1. Grant of Restricted Stock Unit Award<\/b><\/p>\n\n\n\n
(a)                     Grant of Restricted Stock Units. <\/i>The\nCompany hereby grants to the Grantee ___________ Restricted Stock Units (the \u0093Award\u0094)\non the terms and conditions set forth in this Agreement and as otherwise\nprovided in the Plan.<\/p>\n\n\n\n
(b)                     Incorporation of Plan; Capitalized Terms. <\/i>The\nprovisions of the Plan are hereby incorporated herein by reference. Except as\notherwise expressly set forth herein, this Agreement shall be construed in\naccordance with the provisions of the Plan and any capitalized terms not\notherwise defined in this Agreement shall have the definitions set forth in the\nPlan. The Administrator shall have final authority to interpret and construe\nthe Plan and this Agreement and to make any and all determinations thereunder,\nand its decision shall be binding and conclusive upon the Grantee and his\/her\nlegal representative in respect of any questions arising under the Plan or this\nAgreement.<\/p>\n\n\n\n
Section 2.                             Terms and Conditions of Award<\/b><\/p>\n\n\n\n
The grant of Restricted\nStock Units provided in Section 1(a) shall be subject to the following terms,\nconditions and restrictions:<\/p>\n\n\n\n
(a)                     Limitations on Rights Associated with Units. <\/i>The\nRestricted Stock Units are bookkeeping entries only. The Grantee shall have no\nrights as a stockholder of the Company, no dividend rights and no voting rights\nwith respect to the Restricted Stock Units.<\/p>\n\n\n\n
(b)                     Restrictions. <\/i>Restricted Stock Units and\nany interest therein, may not be sold, assigned, transferred, pledged,\nhypothecated or otherwise disposed of, except by will or the laws<\/p>\n\n
1
\n<\/p>\n\n\n\n\n  
of descent and distribution, during the Restricted Unit Period. Any\nattempt to dispose of any Restricted Stock Units in contravention of the above\nrestriction shall be null and void and without effect.<\/p>\n\n\n\n
(c)                     Lapse of Restrictions<\/i>   [Time-based vesting:<\/b>\n\nExcept as may be otherwise provided herein, the Restricted Stock Units subject\nto the Award shall become non-forfeitable on the third anniversary of the Date\nof Grant.]<\/b><\/p>\n\n\n\n
[Performance-based\nvesting: <\/b>Except as may otherwise be provided herein, the\nRestricted Stock Units subject to the Award shall become non-forfeitable upon\nthe satisfaction of the performance-based objectives and conditions set forth\non Exhibit A hereto. Notwithstanding anything to the contrary in this Section\n2(c), in no event shall any such restrictions lapse prior to the first\nanniversary of the Date of Grant.]<\/b><\/p>\n\n\n\n
(d)                     <\/i><\/b>Timing and Manner of Payment of Restricted Stock\nUnits.<\/i><\/p>\n\n\n\n
[Award\npaid in cash: <\/b>As soon as practicable after the date any\nRestricted Stock Units subject to the Award become non-forfeitable (the \u0093Payment\nDate\u0094), such Restricted Stock Units shall be paid in a lump sum cash payment\nequal in the aggregate to the Fair Market Value of a Share on the Payment Date\nmultiplied by the number of such Restricted Stock Units that become\nnon-forfeitable upon that Payment Date. Neither the Grantee nor any of the\nGrantee\u0092s successors, heirs, assigns or personal representatives shall have any\nfurther rights or interests in any Restricted Stock Units that are so paid.]<\/b><\/p>\n\n\n\n
[Award\npaid in Stock: <\/b>As soon as practicable after the date any\nRestricted Stock Units subject to the Award become non-forfeitable (the \u0093Payment\nDate\u0094), such Restricted Stock Units shall be paid by the Company delivering to\nthe Grantee, a number of Shares equal to the number of Restricted Stock Units\nthat become non-forfeitable upon that Payment Date. The Company shall issue the\nShares either (i) in certificate form or (ii) in book entry form, registered in\nthe name of the Grantee. Delivery of any certificates will be made to the\nGrantee\u0092s last address reflected on the books of the Company and its Affiliates\nunless the Company is otherwise instructed in writing. Neither the Grantee nor\nany of the Grantee\u0092s successors, heirs, assigns or personal representatives\nshall have any further rights or interests in any Restricted Stock Units that\nare so paid. Notwithstanding the foregoing, the Company shall have no\nobligation to issue Shares in payment of the Restricted Stock Units unless such\nissuance and such payment shall comply with all relevant provisions of law and\nthe requirements of any Stock Exchange.]<\/b><\/p>\n\n\n\n
[Award\npaid in Cash or Stock at Company\u0092s Option:  \n<\/b>As soon as practicable after the date any Restricted\nStock Units subject to the Award become non-forfeitable (the \u0093Payment Date\u0094),\nsuch Restricted Stock Units shall be paid, at the Company\u0092s option, (i) in a\nlump sum cash payment equal in the aggregate to the Fair Market Value of a\nShare on the Payment Date multiplied by the number of such Restricted Stock\nUnits that become non-forfeitable upon that Payment Date or (ii) by the Company\ndelivering to the Grantee a number of Shares equal to the number of Restricted\nStock Units that become non-forfeitable upon that Payment Date. If the\nRestricted Stock Units are paid in Shares, the Company shall issue the Shares\neither (i) in<\/p>\n\n
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2<\/p>\n\n

\n\n\n
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certificate form or (ii) in book entry form, registered in the name of\nthe Grantee. Delivery of any certificates will be made to the Grantee\u0092s last\naddress reflected on the books of the Company and its Affiliates unless the\nCompany is otherwise instructed in writing. Neither the Grantee nor any of the\nGrantee\u0092s successors, heirs, assigns or personal representatives shall have any\nfurther rights or interests in any Restricted Stock Units that are so paid. Notwithstanding\nanything herein to the contrary, the Company shall have no obligation to issue\nShares in payment of the Restricted Stock Units unless such issuance and such\npayment shall comply with all relevant provisions of law and the requirements\nof any Stock Exchange.]<\/b><\/p>\n\n\n\n
(e)                     Termination of Employment. <\/i>In the event of\nthe termination of Grantee\u0092s employment or service with the Company, Parent,\nSubsidiary or any Affiliate for any reason prior to the lapsing of the\nrestrictions in accordance with Section 2(c) hereof with respect to any of the\nRestricted Stock Units granted hereunder , such portion of the Restricted Stock\nUnits held by Grantee shall be automatically forfeited by the Grantee as of the\ndate of termination.1<\/sup>   Neither\nthe Grantee nor any of the Grantee\u0092s successors, heirs, assigns or personal\nrepresentatives shall have any rights or interests in any Restricted Stock\nUnits that are so forfeited.<\/p>\n\n\n\n
(f)                       Corporate Transactions. <\/i>The following\nprovisions shall apply to the corporate transactions described below:<\/p>\n\n\n\n
(i)                       In\nthe event of a proposed dissolution or liquidation of the Company, the Award\nwill terminate and be forfeited immediately prior to the consummation of such\nproposed transaction, unless otherwise provided by the Administrator.<\/p>\n\n\n\n
(ii)                     In\nthe event of a proposed sale of all or substantially all of the assets of the\nCompany, or the merger of the Company with or into another corporation, the\nAward shall be assumed or substituted with an equivalent award by such\nsuccessor corporation, parent or subsidiary of such successor corporation;\nprovided that the Administrator may determine, in the exercise of its sole\ndiscretion in connection with a transaction that constitutes a permissible\ndistribution event under Section 409A(a)(2)(v) of the Code, that in lieu of\nsuch assumption or substitution, the Award shall be vested and non-forfeitable\nand any conditions or restrictions on the Award shall lapse, as to all or any\npart of the Award, including Restricted Stock Units as to which the Award would\nnot otherwise be non-forfeitable.<\/p>\n\n\n\n
(g)                     Income Taxes.<\/i> Except as provided in the\nnext sentence, the Company shall withhold and\/or reacquire a number of Shares\nissued in payment of (or otherwise issuable in payment of, as the case may be)\nthe Restricted Stock Units having a Fair Market Value equal to the taxes that\nthe Company determines it or the Employer is required to withhold under\napplicable tax laws with respect to the Restricted Stock Units (with such\nwithholding obligation determined based on any applicable minimum statutory\nwithholding rates). In the event the Company cannot (under applicable legal,\nregulatory, listing or other requirements, or otherwise)<\/p>\n\n\n\n
1<\/sup>  \n[<\/b>In accordance with Section 12(b) of\nthe Plan, the Administrator may provide, in its sole discretion, that upon the\ntermination of the Grantee\u0092s Continuous Status as an Employee or Consultant (i)\nwithout Cause, (ii) by the Grantee for Good Reason, or (iii) due to the\nGrantee\u0092s death or Total Disability, the Restricted Stock Units shall become\nfully or partially non-forfeitable on the date of such termination.]   [Time-based\nawards only.]<\/i><\/b><\/p>\n\n\n\n
3<\/p>\n\n
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