{"id":38490,"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-1996-employee-stock-purchase-plan.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"amended-and-restated-1996-employee-stock-purchase-plan","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/amended-and-restated-1996-employee-stock-purchase-plan.html","title":{"rendered":"Amended and Restated 1996 Employee Stock Purchase Plan"},"content":{"rendered":"
YAHOO! INC.<\/b><\/p>\n\n
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AMENDED AND RESTATED
\n1996 EMPLOYEE STOCK PURCHASE PLAN<\/b><\/p>\n\n
 <\/p>\n\n
(as amended and restated on September\n28, 2005)<\/b><\/p>\n\n
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The following constitute the provisions of the Amended\nand Restated 1996 Employee Stock Purchase Plan of Yahoo! Inc., as amended and\nrestated September 28, 2005.   This\nversion of the Plan is effective on and after November 1, 2005.   For Offering Periods (as defined below) under\nthe Plan ending on or before October 31, 2005, refer to the version of the Plan\nas in effect for the applicable Offering Period.<\/p>\n\n\n\n
1.                         Purpose<\/u>.   The purpose of the Plan is to provide\nemployees of the Company and its Designated Subsidiaries with an opportunity to\npurchase Common Stock of the Company.   It\nis the intention of the Company to have the Plan qualify as an \u0093Employee Stock\nPurchase Plan\u0094 under Section 423 of the Internal Revenue Code of 1986, as\namended.   The provisions of the Plan\nshall, accordingly, be construed so as to extend and limit participation in a\nmanner consistent with the requirements of that section of the Code.<\/p>\n\n\n\n
2.                         Definitions<\/u>.<\/p>\n\n\n\n
(a)                     \u0093Board<\/u>\u0094\nshall mean the Board of Directors of the Company.<\/p>\n\n\n\n
(b)                     \u0093Code<\/u>\u0094\nshall mean the Internal Revenue Code of 1986, as amended.<\/p>\n\n\n\n
(c)                     \u0093Common\nStock<\/u>\u0094 shall mean the Common Stock of the Company.<\/p>\n\n\n\n
(d)                     \u0093Company<\/u>\u0094\nshall mean Yahoo! Inc., a Delaware corporation.<\/p>\n\n\n\n
(e)                     \u0093Compensation<\/u>\u0094\nshall mean the total compensation paid to an Employee, including all salary,\nwages (including amounts elected to be deferred by the Employee, that would\notherwise have been paid, under any cash or deferred arrangement or other\ndeferred compensation program established by the Company or the Employer),\novertime pay, commissions, bonuses, and other remuneration paid directly to the\nEmployee, but excluding referral and hiring bonuses, profit sharing, the cost\nof employee benefits paid for by the Company or the Employer, education,\ntuition or other similar reimbursements, imputed income arising under any\nCompany group insurance or benefit program, traveling expenses, business and\nmoving expense reimbursements, income received in connection with stock\noptions, restricted stock grants, or other equity based awards, contributions\nmade by the Company or the Employer under any employee benefit plan, and\nsimilar items of compensation.<\/p>\n\n\n
(f)                       \u0093Continuous\nStatus as an Employee<\/u>\u0094 shall mean the absence of any interruption or\ntermination of service as an Employee.   Continuous\nStatus as an Employee <\/p>\n\n
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shall not be\nconsidered interrupted in the case of a leave of absence agreed to in writing\nby the Company or the Employer, provided that such leave is for a period of not\nmore than 90 days or reemployment upon the expiration of such leave is\nguaranteed by contract, statute or as a matter of local law.<\/p>\n\n\n\n
(g)                     \u0093Contributions<\/u>\u0094\nshall mean all amounts credited to the account of a participant pursuant to the\nPlan.<\/p>\n\n\n\n
(h)                     \u0093Designated\nSubsidiaries<\/u>\u0094 shall mean the Subsidiaries which have been designated by the\nBoard, or a committee named by the Board, from time to time in its sole\ndiscretion as eligible to participate in the Plan.<\/p>\n\n\n\n
(i)                       \u0093Employee<\/u>\u0094\nshall mean any person, including an Officer, who is customarily employed for at\nleast twenty (20) hours per week and more than five (5) months in a calendar\nyear by the Company or one of its Designated Subsidiaries, provided that, in\ncertain jurisdictions outside the United States, the term \u0093Employee\u0094 may, if so\nprovided by the Company in writing, also include a person employed for less\nthan twenty (20) hours per week or less than five (5) months in a calendar year\nif such person must be permitted to participate in the Plan pursuant to local\nlaws (as determined by the Company).<\/p>\n\n\n\n
(j)                       \u0093Employer<\/u>\u0094\n\nshall mean the Designated Subsidiary that employs a participant, if the\nemployer is not the Company.<\/p>\n\n\n\n
(k)                     \u0093Exchange\nAct<\/u>\u0094 shall mean the U.S. Securities Exchange Act of 1934, as amended.<\/p>\n\n\n\n
(l)                       \u0093Fair\nMarket Value<\/u>\u0094 shall have the meaning set forth in Section 7(b).<\/p>\n\n\n\n
(m)                   \u0093Offering\nDate<\/u>\u0094 shall mean the first business day of each Offering Period of the\nPlan, except that in the case of an individual who becomes an eligible Employee\nor who begins to participate in an Offering Period after the first business day\nof an Offering Period, the term \u0093Offering Date\u0094 with respect to such individual\nmeans the first business day of the first Purchase Period in which such\nindividual participates within the Offering Period.   Options granted after the first business day\nof an Offering Period will be subject to the same terms and conditions as the\noptions granted on the first business day of such Offering Period except that\nthey will have a different grant date (and thus, potentially, a different\nPurchase Price) and, because they expire at the same time as the options\ngranted on the first business day of such Offering Period, a shorter term.<\/p>\n\n\n\n
(n)                     \u0093Offering\nPeriod<\/u>\u0094 shall have the meaning set forth in Section 4(a).<\/p>\n\n\n\n
(o)                     \u0093Officer<\/u>\u0094\nshall mean a person who is an officer of the Company within the meaning of\nSection 16 of the Exchange Act and the rules and regulations promulgated\nthereunder.<\/p>\n\n
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(p)                     \u0093Parent<\/u>\u0094\nshall mean any corporation (other than the Company), domestic or foreign, in an\nunbroken chain of corporations ending with the Company if, on an Offering Date,\neach corporation (other than the Company) owns stock possessing 50% or more of\nthe total combined voting power or all classes of stock in one or more of the\nother corporations in the chain, as described in Section 424(e) of the Code.<\/p>\n\n\n\n
(q)                     \u0093Plan<\/u>\u0094\nshall mean this Employee Stock Purchase Plan, as amended from time to time.<\/p>\n\n\n\n
(r)                       \u0093Purchase\nDate<\/u>\u0094 shall mean the last business day of each Purchase Period.<\/p>\n\n\n\n
(s)                     \u0093Purchase\nPeriod<\/u>\u0094 shall have the meaning set forth in Section 4(b).<\/p>\n\n\n\n
(t)                       \u0093Purchase\nPrice<\/u>\u0094 shall mean, with respect to any Purchase Period, an amount equal to\n85% of the Fair Market Value of a Share of Common Stock on the Offering Date of\nthe Offering Period in which such Purchase Period occurs or on the Purchase\nDate, whichever is lower; provided however that in the event (i) of any increase\nin the number of Shares available for issuance under the Plan as a result of a\nstockholder-approved amendment to the Plan, and (ii) all or a portion of such\nadditional Shares are to be issued with respect to an Offering Period that is\nunderway at the time of such increase (\u0093Additional Shares<\/u>\u0094), and (iii)\nthe Fair Market Value of a Share of Common Stock on the date of such\nstockholder approval (the \u0093Approval Date Fair Market Value<\/u>\u0094) is higher\nthan the Fair Market Value on the Offering Date for any such Offering Period,\nthen in such instance the Purchase Price with respect to Additional Shares\nshall be 85% of the Approval Date Fair Market Value or the Fair Market Value of\na Share of Common Stock on the Purchase Date, whichever is lower.<\/p>\n\n\n\n
(u)                     \u0093Share<\/u>\u0094\nshall mean a share of Common Stock, as adjusted in accordance with Section 19\nof the Plan.<\/p>\n\n\n\n
(v)                     \u0093Subsidiary<\/u>\u0094\nshall mean any corporation (other than the Company), domestic or foreign, that\nis in an unbroken chain of corporations beginning with the Company if, on an\nOffering Date, each of the corporations other than the last corporation in the\nunbroken chain owns stock possessing 50% or more of the total combined voting\npower of all classes of stock in one of the other corporations in the chain, as\ndescribed in Section 424(f) of the Code.<\/p>\n\n\n\n
3.                         Eligibility<\/u>.<\/p>\n\n\n\n
(a)                     Any\nperson who is an Employee as of the beginning of any Purchase Period of a given\nOffering Period shall be eligible to participate in such Offering Period under\nthe Plan, subject to the requirements of Section 5(a) and the limitations\nimposed by Section 423(b) of the Code.<\/p>\n\n\n\n
(b)                     Any\nprovisions of the Plan to the contrary notwithstanding, no Employee shall be\ngranted an option under the Plan (i) if, immediately after the grant, such <\/p>\n\n
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Employee (or any\nother person whose stock would be attributed to such Employee pursuant to\nSection 424(d) of the Code) would own stock and\/or hold outstanding options to\npurchase stock possessing five percent (5%) or more of the total combined\nvoting power or value of all classes of stock of the Company, any Subsidiary or\nany Parent, or (ii) if such option would permit his or her rights to purchase\nstock under all employee stock purchase plans (described in Section 423 of the\nCode) of the Company, any Subsidiary or any Parent to accrue at a rate which\nexceeds Twenty-Five Thousand Dollars ($25,000) of Fair Market Value of such\nstock (determined at the time such option is granted) for each calendar year in\nwhich such option is outstanding at any time.<\/p>\n\n\n\n
4.                         Offering\nPeriods and Purchase Periods<\/u>.<\/p>\n\n\n\n
(a)                     Offering\nPeriods<\/u>.<\/p>\n\n\n\n
(i)                       Effective\nNovember 1, 2005, the Plan shall be implemented by a series of Offering Periods\nof approximately twenty-four (24) months duration, with the first such Offering\nPeriod to commence on November 11, 2005; provided, however, that if the Fair\nMarket Value of the Common Stock on a Purchase Date is lower than the Fair\nMarket Value of the Common Stock on the first business day of the Offering\nPeriod, the Offering Period then in progress will terminate and a new Offering\nPeriod would commence on the next May 11 or November 11, as applicable, and\nextend for a twenty-four (24) month period ending on May 10 or November 10, as\napplicable.<\/p>\n\n\n\n
(ii)                     The\nPlan shall continue until terminated in accordance with Section 19 hereof.   The Board shall have the power to change the\nduration and\/or the frequency of Offering Periods with respect to future\nofferings without shareholder approval if such change is announced prior to the\nscheduled beginning of the first Offering Period to be affected; provided,\nhowever, that in no event shall any Offering Period exceed twenty-seven (27)\nmonths in duration.<\/p>\n\n\n\n
(b)                     Purchase\nPeriods<\/u>.   With respect to each\nOffering Period that commences on and after November 1, 2005, the Purchase\nPeriods for each such Offering Period shall commence on November 11 and May 11\nof each year.   The last business day of\neach Purchase Period shall be the Purchase Date for such Purchase Period.   A Purchase Period commencing on May 11\nshall end on the next November 10 and a Purchase Period commencing on November\n11 shall end on the next May 10.   The\nBoard shall have the power to change the duration and\/or frequency of Purchase\nPeriods with respect to future purchases without stockholder approval if such\nchange is announced prior to the scheduled beginning of the first Purchase\nPeriod to be affected.<\/p>\n\n
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5.                         Participation<\/u>.<\/p>\n\n\n\n
(a)                     An\neligible Employee may become a participant in the Plan by completing a\nsubscription agreement on the form provided by the Company and filing it with\nthe Company\u0092s payroll office prior to the applicable Offering Date, unless a\nlater time for filing the subscription agreement is set by the Board for all\neligible Employees with respect to a given offering.   The subscription agreement shall set forth\nthe percentage of the participant\u0092s Compensation (subject to Section 6(a)\nbelow) to be paid as Contributions pursuant to the Plan.<\/p>\n\n\n\n
(b)                     An\neligible Employee may contribute to the Plan by means of payroll deductions,\nunless payroll deductions are not permitted under local law, as determined by\nthe Company, in which case eligible Employees may be permitted to contribute to\nthe Plan by an alternative method, as determined by the Company.   Payroll deductions, or, if payroll deductions\nare not permitted under local law, payments made under an alternative method,\nshall commence as of the first payday following the Offering Date and shall end\non the last payday paid on or prior to the Purchase Date of the Offering Period\nto which the subscription agreement is applicable, unless the Employee\u0092s\nparticipation is sooner terminated as provided in Section 10.<\/p>\n\n\n\n
6.                         Method\nof Payment of Contributions<\/u>.<\/p>\n\n\n\n
(a)                     Where\npermitted under local law, the participant shall elect to have payroll\ndeductions made on each payday during the Offering Period in an amount not less\nthan one percent (1%) and not more than fifteen percent (15%) of such\nparticipant\u0092s Compensation on each such payday (or such other maximum\npercentage as the Board may establish from time to time before an Offering\nDate).   Where payroll deductions are not\npermitted under local law, the participant may be permitted to contribute to\nthe Plan by an alternative method, as determined by the Company.   All payroll deductions or other payments made\nby a participant shall be credited to his or her account under the Plan.   A participant may not make any additional\npayments into such account.<\/p>\n\n\n\n
(b)                     A\nparticipant may discontinue his or her participation in the Plan as provided in\nSection 10, or, on one occasion only during a Purchase Period, may decrease the\nrate of his or her Contributions during the applicable Period by completing and\nfiling with the Company a new subscription agreement.   The change in rate shall be effective as soon\nas administratively practicable following the date of filing of the new\nsubscription agreement.   A participant\nmay change the rate of his or her Contributions effective as of the beginning\nof any Purchase Period within an Offering Period by filing a new subscription\nagreement prior to the beginning of such Purchase Period.<\/p>\n\n\n\n
(c)                     Notwithstanding\nthe foregoing, to the extent necessary to comply with Section 423(b)(8) of the\nCode and Section 3(b) herein, a participant\u0092s payroll deductions or other\npayments may be decreased to 0% at any time during an Offering or <\/p>\n\n
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Purchase Period,\nas applicable.   Payroll deductions or\nother payments shall re-commence at the rate provided in such participant\u0092s\nsubscription agreement at the beginning of the first Offering or Purchase\nPeriod, as applicable, which is scheduled to end in the following calendar\nyear, unless the participant\u0092s participation is terminated as provided in\nSection 10.   In addition, a participant\u0092s\npayroll deductions or other payments may be decreased by the Company to 0% at\nany time during a Purchase Period in order to avoid unnecessary contributions\nas a result of application of the maximum Share limit set forth in Section\n7(a), or as a result of the limitations set forth in Section 3(b), in which\ncase payroll deductions or payments shall re-commence at the rate provided in\nsuch participant\u0092s subscription agreement at the beginning of the next Purchase\nPeriod, unless terminated by the participant as provided in Section 10.<\/p>\n\n\n\n
(d)                     As\nmay be further specified in the subscription agreement, at the time the option\nis exercised, in whole or in part, or at the time some or all of the Company\u0092s\nCommon Stock issued under the Plan is disposed of, the participant must make\nadequate provision for the Company\u0092s and\/or the Employer\u0092s federal, state, or\nother tax and social insurance withholding obligations, if any, which arise\nupon the exercise of the option or the disposition of the Common Stock.   At any time, the Company and the Employer may,\nbut shall not be obligated to, withhold from the participant\u0092s compensation the\namount necessary for the Company and\/or the Employer to meet applicable\nwithholding obligations, including any withholding required to make available\nto the Company or the Employer any tax deductions or benefits attributable to\nsale or early disposition of Common Stock by the participant.<\/p>\n\n\n\n
7.                         Grant\nof Option<\/u>.<\/p>\n\n\n\n
(a)                     On\nthe Offering Date of each Offering Period, each eligible Employee participating\nin such Offering Period shall be granted an option to purchase on each Purchase\nDate occurring within the Offering Period a number of Shares determined by\ndividing such Employee\u0092s Contributions accumulated prior to such Purchase Date\nand retained in the participant\u0092s account as of the Purchase Date by the\napplicable Purchase Price; provided however, that the maximum number of Shares\nan Employee may purchase during any one Purchase Period shall be 10,000 Shares,\nsubject to adjustment as provided in Section 18, and provided further that such\npurchase shall be subject to the limitations set forth in Sections 3(b) and 12.<\/p>\n\n\n\n
(b)                     The\nfair market value of the Company\u0092s Common Stock on a given date (the \u0093Fair\nMarket Value<\/u>\u0094) means, as of any date, the value of Common Stock determined\nby the Board in its discretion provided that, to the extent the Common Stock is\ntrading on the Nasdaq National Market (or a stock exchange), (A) the Fair\nMarket Value as of an Offering Date shall be the closing sales price of the\nCommon Stock as reported by the Nasdaq National Market (or the closing sales\nprice on such stock exchange) for the last business day immediately preceding\nthe Offering Date, and (B) the Fair Market Value of the Common Stock as of a <\/p>\n\n
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Purchase Date\nshall be the closing sales price of the Common Stock as reported on the Nasdaq\nNational Market (or the closing sales price on such stock exchange) for the\nPurchase Date, in each case as reported in The Wall Street<\/i>\nJournal.   For purposes of the Offering\nDate under the first Offering Period under the Plan, the Fair Market Value of a\nShare shall be the Price to the public as set forth in the final prospectus\nfiled with the U.S. Securities and Exchange Commission pursuant to Rule 424\nunder the U.S. Securities Act of 1933, as amended.<\/p>\n\n\n\n
8.                         Exercise\nof Option<\/u>.<\/p>\n\n\n\n
(a)                     Unless\na participant\u0092s participation is terminated as provided in Section 10, his or\nher option for the purchase of Shares will be exercised automatically on each\napplicable Purchase Date of an Offering Period, and the maximum number of full\nShares subject to the option will be purchased at the applicable Purchase Price\nwith the accumulated Contributions in his or her account (subject to such limitations\nas are specified in the Plan).   The\nShares purchased upon exercise of an option hereunder shall be deemed to be\ntransferred to the participant on the Purchase Date.   During his or her lifetime, a participant\u0092s\noption to purchase Shares hereunder is exercisable only by him or her.<\/p>\n\n\n\n
(b)                     No\nfractional Shares shall be purchased.   Any\npayroll deductions or other payments accumulated in a participant\u0092s account\nwhich are not sufficient to purchase a full Share shall be retained in the\nparticipant\u0092s account for the subsequent Purchase Period or Offering Period,\nsubject to earlier withdrawal by the participant or termination of such\nparticipant\u0092s participation as provided in Section 10 below.   Any other amounts left over in a participant\u0092s\naccount after a Purchase Date shall be returned to the participant.<\/p>\n\n\n\n
9.                         Delivery<\/u>.\n  As promptly as practicable after each\nPurchase Date of each Offering Period, the Company shall arrange the delivery\nto each participant (by electronic or other means), as appropriate, of a certificate\nrepresenting the Shares purchased upon exercise of his or her option.   Notwithstanding the foregoing, the Board may\nrequire that all Shares purchased under the Plan be held in an account (the\nparticipant\u0092s \u0093ESPP Stock Account<\/u>\u0094) established in the name of the\nparticipant (or in the name of the participant and his or her spouse, as\ndesignated by the participant on his or her subscription agreement), subject to\nsuch rules as determined by the Board and uniformly applied to all\nparticipants, including designation of a brokerage or other financial services\nfirm (an \u0093ESPP Broker<\/u>\u0094) to hold such Shares for the participant\u0092s ESPP\nStock Account with registration of such Shares in the name of such ESPP Broker\nfor the benefit of the participant (or for the benefit of the participant and\nhis or her spouse, as designated by the participant on his or her subscription\nagreement).<\/p>\n\n\n\n
10.                     Voluntary\nWithdrawal:   Termination of Employment<\/u>.<\/p>\n\n\n\n
(a)                     A\nparticipant may withdraw all but not less than all the Contributions credited\nto his or her account under the Plan at any time prior to the last day of an Offering\n<\/p>\n\n
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Period by giving\nwritten notice to the Company.   All of\nthe participant\u0092s Contributions credited to his or her account will be paid to\nhim or her promptly after receipt of his or her notice of withdrawal and his or\nher option for that Offering Period will be automatically terminated, and no\nfurther Contributions for the purchase of Shares may be made by the participant\nfor that Offering Period.<\/p>\n\n\n\n
(b)                     Upon\ntermination of the participant\u0092s Continuous Status as an Employee prior to the last\nday of an Offering Period for any reason, including retirement or death, the\nContributions credited to his or her account will be promptly returned to him\nor her or, in the case of his or her death, to the person or persons entitled\nthereto under Section 14, if any, his or her option for that Offering Period will\nbe automatically terminated, and no further Contributions for the purchase of\nShares may be made by the participant for that Offering Period.   If a Subsidiary ceases to be a Subsidiary,\neach person employed by that Subsidiary will be deemed to have terminated\nemployment for purposes of the Plan, unless the person continues as an employee\nof the Company or another Subsidiary.<\/p>\n\n\n\n
(c)                     In\nthe event an Employee fails to remain in Continuous Status as an Employee for\nat least twenty (20) hours per week during an Offering Period in which the\nEmployee is a participant, unless such Employee is on an approved leave of\nabsence or a temporary reduction of hours, or unless otherwise required by\nlocal law, he or she will be deemed to have elected to withdraw from the Plan, the\nContributions credited to his or her account will be returned to him or her,\nhis or her option for that Offering Period will be automatically terminated,\nand no further Contributions for the purchase of Shares may be made by the\nparticipant for that Offering Period.<\/p>\n\n\n\n
(d)                     A\nparticipant\u0092s withdrawal from an Offering Period will not have any effect upon\nhis or her eligibility to participate in a succeeding Offering Period or in any\nsimilar plan which may hereafter be adopted by the Company.<\/p>\n\n\n\n
(e)                     Automatic\nWithdrawal<\/u>.   To the extent permitted\nby any applicable laws, regulations or stock exchange rules, if the Fair Market\nValue of the Shares on a Purchase Date within an Offering Period then in\nprogress is lower than was the Fair Market Value of the Shares on the first\nbusiness day of such Offering Period, then every participant in such Offering\nPeriod shall automatically be deemed (i) to have withdrawn from such Offering\nPeriod at the close of the Purchase Period ending on such Purchase Date, and\n(ii) to have enrolled in a new Offering Period commencing on the next November\n11 or May 11, as applicable, in accordance with Section 4(a).   In addition, if the Fair Market Value of the\nShares on a Purchase Date within an Offering Period then in progress is lower\nthan the Fair Market Value of the Shares on the Offering Date with respect to\nan individual who began participation in an Offering Period after the first\nbusiness day of an Offering Period, such individual shall be automatically\ndeemed (x) to have withdrawn from such Offering Period at the close of the\nPurchase Period ending on such Purchase Date, and (y) to have enrolled in the\nPlan as of the beginning of <\/p>\n\n
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the next Purchase\nPeriod to commence within such Offering Period, with such individual having a\nnew Offering Date in accordance with Section 2(1).<\/p>\n\n\n\n
11.                     Interest<\/u>.\n  No interest shall accrue on the\nContributions of a participant in the Plan, unless required by local law.<\/p>\n\n\n\n
12.                     Stock<\/u>.<\/p>\n\n\n\n
(a)                     Subject\nto adjustment as provided in Section 18, the maximum number of Shares of the\nCompany\u0092s Common Stock which shall be made available for sale under the Plan\nshall be 30,000,000 Shares.<\/p>\n\n\n\n
(b)                     If\nthe Board determines that, on a given Purchase Date, the number of Shares with\nrespect to which options are to be exercised may exceed (i) the number of Shares\nthat were available for sale under the Plan on the Offering Date of the\napplicable Offering Period, or (ii) the number of Shares available for sale\nunder the Plan on such Purchase Date, the Board may in its sole discretion\nprovide (x) that the Company shall make a pro rata allocation of the Shares of\nCommon Stock available for purchase on such Offering Date or Purchase Date, as\napplicable, in as uniform a manner as shall be practicable and as it shall\ndetermine in its sole discretion to be equitable among all participants\nexercising options to purchase Common Stock on such Purchase Date, and continue\nthe Offering Period then in effect, or (y) that the Company shall make a pro\nrata allocation of the Shares available for purchase on such Offering Date or\nPurchase Date, as applicable, in as uniform a manner as shall be practicable\nand as it shall determine in its sole discretion to be equitable among all\nparticipants exercising options to purchase Common Stock on such Purchase Date,\nand terminate the Offering Period then in effect pursuant to Section 19 below.   The Company may make pro rata allocation of\nthe Shares available on the Offering Date of any applicable Offering Period\npursuant to the preceding sentence, notwithstanding any authorization of\nadditional Shares for issuance under the Plan by the Company\u0092s stockholders\nsubsequent to such Offering Date.<\/p>\n\n\n\n
(c)                     The\nparticipant will have no interest or voting right in Shares covered by his or\nher option until such option has been exercised and such Shares have actually\nbeen delivered to and held of record by the participant.   No adjustment will be made for dividends or\nother rights as a stockholder for which a record date is prior to such date of\ndelivery.<\/p>\n\n\n\n
(d)                     Shares\nto be delivered (by electronic or other means) to a participant under the Plan\nwill be registered in the name of the participant or in the name of the\nparticipant and his or her spouse, as designated by the participant in his or\nher subscription agreement; provided that if the Board has determined that\nShares shall be held in an ESPP Stock Account held by an ESPP Broker in\naccordance with Section 9.   Shares shall\nbe registered in the name of such ESPP Broker for the benefit of the\nparticipant or the participant and his or her spouse, as designated by the\nparticipant in his or her subscription agreement.<\/p>\n\n
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13.                     Administration<\/u>.<\/p>\n\n\n\n
(a)                     The\nBoard, or a committee named by the Board, shall supervise and administer the\nPlan and shall have full power to adopt, amend and rescind any rules deemed\ndesirable and appropriate for the administration of the Plan and not\ninconsistent with the Plan, to construe and interpret the Plan, and to make all\nother determinations necessary or advisable for the administration of the Plan.   Any action taken by, or inaction of, the\nCompany, any Subsidiary, the Board or a Board committee relating or pursuant to\nthe Plan and within its authority hereunder or under applicable law shall be\nwithin the absolute discretion of that entity or body and shall be conclusive\nand binding upon all persons.<\/p>\n\n\n\n
(b)                     The\nBoard or Board committee has discretion to adopt any rules regarding\nadministration of the Plan to conform to local laws.   Without limiting the generality of the\nforegoing, the Board or a Board committee is specifically authorized to adopt\nrules and procedures regarding handling of payroll deductions, payment of\ninterest and handling of stock certificates which vary according to local\nrequirements.   The Board or a Board\ncommittee has the authority to suspend or limit participation in the Plan by\nemployees of any particular Subsidiary for any reason, including administrative\nor economic reasons.   The Board or a Board\ncommittee may also adopt rules, procedures or sub-plans applicable to particular\nSubsidiaries or locations, which sub-plans may be designed to be outside the\nscope of Section 423 of the Code.<\/p>\n\n\n\n
(c)                     In\nmaking any determination or in taking or not taking any action under the Plan,\nthe Board or a Board committee may obtain and may rely upon the advice of\nexperts, including professional advisors to the Company.   No director, officer or agent of the Company\nor any Subsidiary shall be liable for any such action or determination taken or\nmade or omitted in good faith.   The Board\nor a Board committee may delegate ministerial, non-discretionary functions\nrelating to the Plan to individuals who are officers or employees of the\nCompany or a Subsidiary.<\/p>\n\n\n\n
(d)                     Neither\nthe Board nor any Board committee, nor any member thereof or person acting at\nthe direction thereof, shall be liable for any act, omission, interpretation,\nconstruction or determination made in good faith in connection with the Plan,\nand all such persons shall be entitled to indemnification and reimbursement by\nthe Company in respect of any claim, loss, damage or expense (including,\nwithout limitation, attorneys\u0092 fees) arising or resulting therefrom to the\nfullest extent permitted by law and\/or under any directors and officers\nliability insurance coverage that may be in effect from time to time.<\/p>\n\n\n\n
14.                     Designation\nof Beneficiary<\/u>.<\/p>\n\n\n\n
(a)                     Unless\notherwise determined by the Company, a participant may file a written\ndesignation of a beneficiary who is to receive any Shares and cash, if any,\nfrom the participant\u0092s account under the Plan in the event of such participant\u0092s\ndeath <\/p>\n\n
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subsequent to the\nend of an Offering or Purchase Period, as applicable, but prior to delivery to\nhim or her of such Shares and\/or cash.   In\naddition, unless otherwise determined by the Company, a participant may file a\nwritten designation of a beneficiary who is to receive any cash from the\nparticipant\u0092s account under the Plan in the event of such participant\u0092s death\nprior to the Purchase Date of an Offering Period.   If a participant is married and the\ndesignated beneficiary is not the spouse, spousal consent shall be required for\nsuch designation to be effective.<\/p>\n\n\n\n
(b)                     Unless\notherwise determined by the Company, such designation of beneficiary may be\nchanged by the participant (and his or her spouse, if any) at any time by\nwritten notice to the Company in a manner acceptable to the Company.   In the event of the death of a participant\nand in the absence of a beneficiary validly designated under the Plan who is\nliving at the time of such participant\u0092s death, the Company shall deliver such\nShares and\/or cash to the executor or administrator of the estate of the\nparticipant, or if no such executor or administrator has been appointed (to the\nknowledge of the Company), the Company, in its discretion, may deliver such\nShares and\/or cash to the spouse or to any one or more dependents or relatives\nof the participant, or if no spouse, dependent or relative is known to the\nCompany, then to such other person as the Company may designate or determine to\nbe the appropriate recipient of the Shares and\/or cash under applicable local\nlaw.<\/p>\n\n\n\n
15.                     Transferability<\/u>.\n\n  Neither Contributions credited to a\nparticipant\u0092s account nor any rights with regard to the exercise of an option\nor to receive Shares under the Plan may be assigned, transferred, pledged or\notherwise disposed of in any way (other than by will, the laws of descent and\ndistribution, or as provided in Section 14) by the participant.   Any such attempt at assignment, transfer,\npledge or other disposition shall be without effect, except that the Company\nmay treat such act as an election to withdraw funds in accordance with Section\n10.<\/p>\n\n\n\n
16.                     Use\nof Funds<\/u>.   All Contributions received\nor held by the Company under the Plan may be used by the Company for any\ncorporate purpose, and the Company shall not be obligated to segregate such\nContributions, unless required by local law.<\/p>\n\n\n\n
17.                     Reports<\/u>.\n  Individual accounts will be maintained\nfor each participant in the Plan.   Statements\nof account will be given to participating Employees as promptly as practically\nfeasible following the Purchase Date, which statements will set forth the\namounts of Contributions, the per Share Purchase Price, the number of Shares\npurchased and the remaining cash balance, if any.<\/p>\n\n\n\n
18.                     Adjustments\nUpon Changes in Capitalization:   Corporate\nTransactions<\/u>.<\/p>\n\n\n\n
(a)                     Adjustment<\/u>.\n  Subject to any required action by the\nstockholders of the Company, the number of Shares covered by each option under\nthe Plan which has not yet been exercised and the number of Shares which have\nbeen authorized for issuance under the Plan but have not yet been placed under\noption (collectively, the \u0093Reserves<\/u>\u0094), the maximum number of Shares an\nEmployee may purchase during <\/p>\n\n
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each Offering\nPeriod or each Purchase Period, as well as the price per Share covered by each\noption under the Plan which has not yet been exercised, shall be\nproportionately adjusted for any increase or decrease in the number of issued\nShares resulting from a stock split, reverse stock split, stock dividend,\ncombination or reclassification of the Common Stock, or any other increase or\ndecrease in the number of Shares effected without receipt of consideration by\nthe Company; provided, however, that conversion of any convertible securities\nof the Company shall not be deemed to have been \u0093effected without receipt of\nconsideration.\u0094   Such adjustment shall be\nmade by the Board, whose determination in that respect shall be final, binding\nand conclusive.   Except as expressly\nprovided herein, no issue by the Company of shares of stock of any class, or\nsecurities convertible into shares of stock of any class, shall affect, and no\nadjustment by reason thereof shall be made with respect to, the number or price\nof Shares subject to an option.<\/p>\n\n\n\n
(b)                     Corporate\nTransactions<\/u>.   In the event of the\nproposed dissolution or liquidation of the Company, the Plan, any Offering\nPeriod and Purchase Period then in progress, and any outstanding option granted\nwith respect to such Offering Period will terminate immediately prior to the\nconsummation of such proposed action, unless otherwise provided by the Board.   If a participant\u0092s option is terminated\npursuant to the preceding sentence, the Contributions then credited to such\nparticipant\u0092s account will be paid to him or her in cash without interest.   In the event of a proposed sale of all or\nsubstantially all of the assets of the Company, or the merger of the Company\nwith or into another corporation, unless otherwise determined by the Board,\neach option under the Plan shall be assumed or an equivalent option shall be\nsubstituted by such successor corporation or a parent or subsidiary of such\nsuccessor corporation, or, if not so assumed or substituted, the Offering\nPeriod then in progress shall be shortened and the Board shall set a new\nPurchase Date (the \u0093New Purchase Date\u0094).  \n\nThe New Purchase Date shall be on or before the date of consummation of\nthe transaction and the Board shall notify each participant in writing, at\nleast ten (10) days prior to the New Purchase Date, that the Purchase Date for\nhis or her option (including for purposes of determining the Purchase Price of\nsuch option) has been changed to the New Purchase Date and that his or her\noption will be exercised automatically on the New Purchase Date, unless prior\nto such date he or she has withdrawn from the Offering Period as provided in\nSection 10.   For purposes of this\nparagraph, an option granted under the Plan shall be deemed to be assumed if,\nfollowing the sale of assets or merger, the option confers the right to\npurchase, for each Share subject to the option immediately prior to the sale of\nassets or merger, the consideration (whether stock, cash or other securities or\nproperty) received in the sale of assets or merger by holders of Common Stock\nfor each Share held on the effective date of the transaction (and if such\nholders were offered a choice of consideration, the type of consideration\nchosen by the holders of a majority of the outstanding Shares of Common Stock);\nprovided, however, that if such consideration received in the sale of assets or\nmerger was not solely common stock of the successor corporation or its parent\n(as defined in Section 424(e) of the Code), the Board may, with the consent of\nthe successor corporation and the participant, provide for <\/p>\n\n
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the consideration\nto be received upon exercise of the option to be solely common stock of the\nsuccessor corporation or its parent equal in Fair Market Value to the per Share\nconsideration received by holders of Common Stock and the sale of assets or\nmerger.<\/p>\n\n\n\n
(c)                     The\nBoard may, if it so determines in the exercise of its sole discretion, also\nmake provision for adjusting the Reserves, as well as the price per Share covered\nby each outstanding option, in the event that the Company effects one or more\nreorganizations, recapitalizations, rights offerings or other increases or\nreductions of shares of its outstanding Common Stock, and in the event of the\nCompany being consolidated with or merged into any other corporation.<\/p>\n\n\n\n
19.                     Amendment\nor Termination<\/u>.<\/p>\n\n\n\n
(a)                     The\nBoard may at any time and for any reason terminate or amend the Plan.   Except as provided in Sections 13(b) and 18,\nno such termination of the Plan may affect options previously granted, provided\nthat the Plan or an Offering Period may be terminated by the Board on a\nPurchase Date or by the Board\u0092s setting a new Purchase Date with respect to an\nOffering Period and Purchase Period then in progress if the Board determines\nthat termination of the Plan and\/or the Offering Period is in the best\ninterests of the Company and the stockholders or if continuation of the Plan\nand\/or the Offering Period would cause the Company to incur adverse accounting\ncharges as a result of a change after the effective date of the Plan in the\ngenerally accepted accounting rules applicable to the Plan.   Except as provided in Section 18 and in this\nSection 19, no amendment to the Plan shal1 make any change in any option\npreviously granted which adversely affects the rights of any participant\nwithout such participant\u0092s written consent.  \n\nIn addition, to the extent necessary to comply with the requirements of Rule\n16b-3 under the Exchange Act, Section 423 of the Code (or any successor rule or\nprovision or any applicable law or regulation) or any stock exchange on which\nthe Shares are then listed, the Company shall obtain stockholder approval in\nsuch a manner and to such a degree as so required.<\/p>\n\n\n\n
(b)                     Without\nstockholder consent and without regard to whether any participant rights may be\nconsidered to have been adversely affected, the Board shall be entitled to\nchange the Offering Periods and Purchase Periods, limit the frequency and\/or\nnumber of changes in the amount withheld during an Offering Period, establish\nthe exchange ratio applicable to amounts withheld in a currency other than U.S.\ndollars, permit payroll withholding in excess of the amount designated by a\nparticipant in order to adjust for delays or mistakes in the Company\u0092s\nprocessing of properly completed withholding elections, establish reasonable\nwaiting and adjustment periods and\/or accounting and crediting procedures to\nensure that amounts applied toward the purchase of Shares for each participant\nproperly correspond with amounts withheld from the participant\u0092s Compensation,\nand establish such other limitations or procedures as the Board determines in\nits sole discretion advisable which are consistent with the Plan.<\/p>\n\n
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20.                     Notices<\/u>.\n\n  All notices or other communications by a\nparticipant to the Company under or in connection with the Plan shall be deemed\nto have been duly given when received in the form specified by the Company at\nthe location, or by the person, designated by the Company for the receipt\nthereof.<\/p>\n\n\n\n
21.                     Conditions\nUpon Issuance of Shares<\/u>.   The Company\nshall have no obligation to issue Shares with respect to an option unless the\nexercise of such option and the issuance and delivery of such Shares pursuant\nthereto shall comply with all applicable provisions of law, domestic or\nforeign, including, without limitation, the U.S. Securities Act of 1933, as\namended, the Exchange Act, the rules and regulations promulgated thereunder,\nand the requirements of any stock exchange upon which the Shares may then be\nlisted, and shall be further subject to the approval of counsel for the Company\nwith respect to such compliance.<\/p>\n\n\n\n
As a condition to\nthe exercise of an option, the Company may require the person exercising such\noption to represent and warrant at the time of any such exercise that the\nShares are being purchased only for investment and without any present\nintention to sell or distribute such Shares if, in the opinion of counsel for\nthe Company, such a representation is required by any of the aforementioned\napplicable provisions of law.<\/p>\n\n\n\n
22.                     Term\nof Plan; Effective Date<\/u>.   The Plan\nshall become effective upon the earlier to occur of its adoption by the Board\nor its approval by the stockholders of the Company.   It shall continue in effect for a term of\ntwenty (20) years unless sooner terminated under Section 19.<\/p>\n\n\n\n
23.                     Additional\nRestrictions of Rule 16b-3<\/u>.   The\nterms and conditions of options granted hereunder to, and the purchase of\nShares by, persons subject to Section 16 of the Exchange Act shall comply with\nthe applicable provisions of Rule 16b-3.  \n\nThis Plan shall be deemed to contain, and such options shall contain,\nand the Shares issued upon exercise thereof shall be subject to, such\nadditional conditions and restrictions as may be required by Rule 16b-3 to\nqualify for the maximum exemption from Section 16 of the Exchange Act with\nrespect to Plan transactions.<\/p>\n\n\n\n
24.                     No\nEmployment Rights<\/u>.   Nothing in the\nPlan (or in any subscription agreement or other document related to this Plan)\nwill confer upon any Employee or participant any right to continue in the\nemploy or other service of the Company or any Subsidiary, constitute any\ncontract or agreement of employment or other service or effect an employee\u0092s\nstatus as an employee at will, nor shall interfere in any way with the right of\nthe Company or any Subsidiary to change such person\u0092s compensation or other\nbenefits or to terminate his or her employment or other service, with or\nwithout cause.   Nothing contained in this\nSection 24, however, is intended to adversely affect any express independent\nright of any such person under a separate employment or service contract other\nthan a subscription agreement.<\/p>\n\n\n\n
25.                     No\nRight to Assets of the Company<\/u>.   No\nparticipant or other person will have any right, title or interest in any fund\nor in any specific asset (including Shares) of the Company or any Subsidiary by\nreason of any option hereunder.   Neither\nthe provisions of the Plan (or <\/p>\n\n
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of any\nsubscription agreement or other document related to the Plan), nor the creation\nor adoption of the Plan, nor any action taken pursuant to the provisions of the\nPlan will create, or be construed to create, a trust of any kind or a fiduciary\nrelationship between the Company or any Subsidiary and any participant,\nbeneficiary or other person.   To the\nextent that a participant, beneficiary or other person acquires a right to\nreceive payment pursuant to the Plan, such right will be no greater than the\nright of any unsecured general creditor of the Company.<\/p>\n\n\n\n
26.                     Miscellaneous<\/u>.<\/p>\n\n\n\n
(a)                     The\nPlan, the options, subscription agreements and other documents related to the\nPlan shall be governed by, and construed in accordance with, the laws of the\nState of Delaware.   If any provision of\nthe Plan shall be held by a court of competent jurisdiction to be invalid and\nunenforceable, the remaining provisions of the Plan shall continue in effect.<\/p>\n\n\n\n
(b)                     Captions\nand headings are given to the sections of the Plan solely as a convenience to\nfacilitate reference.   Such captions and\nheadings shall not be deemed in any way material or relevant to the\nconstruction of interpretation of the Plan or any provision hereof.<\/p>\n\n
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(c)                     The\nadoption of the Plan shall not affect any other Company or Subsidiary\ncompensation or incentive plans in effect.  \nNothing in the Plan will limit or be deemed to limit the authority of\nthe Board or a Board committee (1) to establish any other forms of\nincentives or compensation for employees of the Company or any Subsidiary (with\nor without reference to the Common Stock), or (2) to grant or assume\noptions (outside the scope of and in addition to those contemplated by the\nPlan) in connection with any proper corporate purpose, to the extent consistent\nwith any other plan or authority.  \n\nBenefits received by a participant under an option granted pursuant to\nthe Plan shall not be deemed a part of the participant\u0092s compensation for\npurposes of the determination of benefits under any other employee welfare or\nbenefit plans or arrangements, if any, provided by the Company or any\nSubsidiary, except where the Board or Board committee (or the Board of\nDirectors of the Subsidiary that sponsors such plan or arrangement, as\napplicable) expressly otherwise provides or authorizes in writing.<\/p>\n\n
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YAHOO! INC.<\/b><\/p>\n\n
 <\/b><\/p>\n\n
AMENDED AND RESTATED
\n1996 EMPLOYEE STOCK PURCHASE PLAN
\nSUBSCRIPTION AGREEMENT<\/b><\/p>\n\n
 <\/p>\n\n
New Election 
\nChange of Election<\/p>\n\n\n\n
1.                         I,\n                      ,\nhereby elect to participate in the Yahoo! Inc. Amended and Restated 1996\nEmployee Stock Purchase Plan (the \u0093Plan\u0094) commencing with the Offering Period                       ,\n20    to                       ,\n20   , and subscribe to purchase Shares of the Company\u0092s Common\nStock in accordance with this Subscription Agreement and the Plan.   Capitalized terms not defined herein shall\nhave the meaning ascribed to them in the Plan.<\/p>\n\n\n\n
2.                         I\nelect to have Contributions in the amount of             %\nof my Compensation applied to this purchase.  \nI understand that this amount must not be less than 1% and not more than\n15% of my Compensation during an Offering Period.   (Please note that no fractional percentages\nare permitted).<\/p>\n\n\n\n
3.                         I\nhereby authorize payroll deductions from each paycheck during the Offering\nPeriods at the rate stated in Item 2 of this Subscription Agreement.   I understand that all payroll deductions made\nby me shall be credited to my account under the Plan and that I may not make\nany additional payments into such account.  \n\nI understand that all payments made by me shall be accumulated for the\npurchase of Shares at the applicable Purchase Price determined in accordance\nwith the Plan.   I further understand\nthat, except as otherwise set forth in the Plan, Shares will be purchased for\nme automatically on the Purchase Date of each Offering Period unless I\notherwise withdraw from the Plan by giving written notice to the Company for\nsuch purpose.<\/p>\n\n\n\n
4.                         I\nunderstand that I may discontinue at any time prior to the Purchase Date my\nparticipation in the Plan as provided in Section 10 of the Plan.   I also understand that I can decrease the\nrate of my Contributions on one occasion only during any Purchase Period by\ncompleting and filing a new Subscription Agreement with such decrease taking\neffect as soon as administratively practicable following the date of filing of\nthe new Subscription Agreement.   Further,\nI may change the rate of deductions for future Purchase Periods by filing a new\nSubscription Agreement, and any such change will be effective as of the\nbeginning of the next Purchase Period after the new Subscription Agreement is\nfiled.   In addition, I acknowledge that,\nunless I discontinue my participation in the Plan as provided in Section 10 of\nthe Plan, my election will continue to be effective for each successive\nOffering Period.<\/p>\n\n\n\n
5.                         I\nhave received a copy of the Company\u0092s most recent description of the Plan and a\ncopy of the complete \u0093Yahoo! Inc. Amended and Restated 1996 Employee Stock\nPurchase Plan.\u0094   I understand that my\nparticipation in the Plan is in all respects subject to the terms of the Plan.<\/p>\n\n
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6.                         Shares\npurchased for me under the Plan should be issued in the name(s) of (name of\nemployee or employee and spouse only):<\/p>\n\n\n\n
7.                         In\nthe event of my death, I hereby designate the following as my beneficiary(ies)\nto receive all payments and Shares due to me under the Plan:<\/p>\n\n\n\n\n \n  \n  \n  \n  \n  
\n  
NAME: (please print)<\/p>\n\n  <\/td>\n  
\n  \n  <\/td>\n <\/tr>\n 
\n  \n  <\/td>\n\n  \n  \n  <\/td>\n  \n  
(First)<\/p>\n  <\/td>\n  
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(Middle)<\/p>\n\n  <\/td>\n  
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(Last)<\/p>\n  <\/td>\n <\/tr>\n 
\n  \n\n  <\/td>\n <\/tr>\n 
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(Relationship)<\/p>\n  <\/td>\n  
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(Address)<\/p>\n\n  <\/td>\n  
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<\/td>\n  <\/td>\n  <\/td>\n\n  <\/td>\n  <\/td>\n  <\/td>\n  <\/td>\n <\/tr>\n<\/table>\n\n\n\n
8.                         I\nunderstand that if I dispose of any Shares received by me pursuant to the Plan\nwithin 2 years after the Offering Date (the first day of the Offering Period\nduring which I purchased such Shares or, if I joined the Plan after such date,\nthe first business day of the Purchase Period with respect to which I joined\nthe Plan during such Offering Period) or within 1 year after the Purchase Date,\nI will be treated for federal income tax purposes as having received ordinary\ncompensation income at the time of such disposition in an amount equal to the\nexcess of the Fair Market Value of the Shares on the Purchase Date over the\nprice which I paid for the Shares, regardless of whether I disposed of the\nShares at a price less than their Fair Market Value at the Purchase Date.   The remainder of the gain or loss, if any,\nrecognized on such disposition will be treated as capital gain or loss.<\/p>\n\n\n\n
I hereby agree to\nnotify the Company in writing within 30 days after the date of any such\ndisposition, and I will make adequate provision for federal, state or other tax\nwithholding obligations, if any, which arise upon the such disposition of the\nShares<\/u>.   The Company\nmay, but will not be obligated to, withhold from my compensation the amount\nnecessary to meet any applicable withholding obligation including any\nwithholding necessary to make available to the Company any tax deductions or\nbenefits attributable to the sale or early disposition of Shares by me.<\/p>\n\n\n\n
9.                         If\nI dispose of such Shares at any time after expiration of the 2-year and 1-year\nholding periods, I understand that I will be treated for federal income tax\npurposes as having received compensation income only to the extent of an amount\nequal to the lesser of (1) the excess of the Fair Market Value of the\nShares at the time of such disposition over the purchase price which I paid for\nthe Shares under the option, or (2) 15% of the Fair Market Value of the\nShares on the Offering Date.   The\nremainder of the gain or loss, if any, recognized on such disposition will be\ntreated as capital gain or loss.<\/p>\n\n\n\n
I understand that\nthis tax summary is only a summary and is subject to change<\/u>.   I further understand that I should consult a\ntax advisor concerning the tax implications of the purchase and sale of stock\nunder the Plan.<\/p>\n\n\n\n
10.                     I\nhereby agree to be bound by the terms of the Plan.   The effectiveness of this Subscription\nAgreement is dependent upon my eligibility to participate in the Plan.<\/p>\n\n
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SIGNATURE:<\/p>\n\n\n\n
SOCIAL SECURITY #:<\/p>\n\n\n\n
DATE:<\/p>\n\n\n\n
SPOUSE\u0092S SIGNATURE 
\n\n(necessary if beneficiary is not spouse):<\/p>\n\n\n\n
SIGNATURE:<\/p>\n\n\n\n\n \n  \n  
\n  
NAME (please print):<\/a><\/p>\n\n  <\/td>\n  
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\n  \n  <\/td>\n\n  \n  \n  <\/td>\n  \n  
(First)<\/p>\n  <\/td>\n  
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YAHOO! INC.<\/b><\/p>\n\n
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AMENDED AND RESTATED
\n1996 EMPLOYEE STOCK PURCHASE PLAN
\nNOTICE OF WITHDRAWAL<\/b><\/p>\n\n
 <\/p>\n\n
I,                       ,\nhereby elect to withdraw my participation in the Yahoo! Inc. Amended and\nRestated 1996 Employee Stock Purchase Plan (the \u0093Plan\u0094) for the Offering Period\ncommencing                       ,\n20   .   This withdrawal\ncovers all Contributions credited to my account and is effective on the date\ndesignated below.   Capitalized terms not\ndefined herein shall have the meaning ascribed to them in the Plan.<\/p>\n\n\n
I understand that all Contributions credited to my\naccount will be paid to me within ten (10) business days of receipt by the\nCompany of this Notice of Withdrawal and that my option for the current period\nwill automatically terminate, and that no further Contributions for the\npurchase of Shares can be made by me during the Offering Period.<\/p>\n\n\n
I further understand and agrees that I shall be\neligible to participate in succeeding Offering Periods only by delivering to\nthe Company a new Subscription Agreement.<\/p>\n\n
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Dated:<\/p>\n  <\/td>\n  
\n  \n  <\/td>\n  \n  \n  <\/td>\n\n  \n  \n  <\/td>\n  \n  \n  <\/td>\n  \n  \n  <\/td>\n\n <\/tr>\n 
\n  \n  <\/td>\n  \n  \n  <\/td>\n  \n\n  \n  <\/td>\n  \n  \n  <\/td>\n  \n  \n  <\/td>\n  \n\n  \n  <\/td>\n <\/tr>\n 
\n  \n  <\/td>\n  \n  \n\n  <\/td>\n  \n  \n  <\/td>\n  \n  \n  <\/td>\n  \n  \n\n  <\/td>\n  \n  \n  <\/td>\n <\/tr>\n 
\n  \n  <\/td>\n\n  \n  \n  <\/td>\n  \n  \n  <\/td>\n  \n  
Signature of Employee<\/p>\n\n  <\/td>\n  
\n  \n  <\/td>\n  \n  \n  <\/td>\n <\/tr>\n 
\n  \n  <\/td>\n  \n  \n  <\/td>\n  \n  \n  <\/td>\n\n  \n  \n  <\/td>\n  \n  \n  <\/td>\n  \n  \n  <\/td>\n\n <\/tr>\n 
\n  \n  <\/td>\n  \n  \n  <\/td>\n  \n\n  \n  <\/td>\n  \n  \n  <\/td>\n  \n  \n  <\/td>\n  \n\n  \n  <\/td>\n <\/tr>\n 
\n  \n  <\/td>\n  \n  \n\n  <\/td>\n  \n  \n  <\/td>\n  \n  
Social Security Number<\/p>\n  <\/td>\n  
\n\n  \n  <\/td>\n  \n  \n  <\/td>\n <\/tr>\n<\/table>\n\n
 <\/p>\n\n
1<\/p>\n\n
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