October 6,\n2004 <\/p>\n\n
Michael\nMurray <\/p>\n\n
Dear\nMichael: <\/p>\n\n
On\nbehalf of Yahoo! Inc., I am pleased to offer you the position of Senior Vice President of Finance, reporting to Sue Decker. Your total compensation package, as outlined below\nin this letter, is subject to the approval of the Compensation Committee of the Board of Directors. Your starting salary will be $27,083.33 per month ($325,000.00 annually), paid\nsemi-monthly, less applicable taxes and withholdings, and subject to annual review. You also will be eligible to participate in the regular Yahoo! health insurance benefits and other\nemployee benefit plans established by the Company generally for its employees. <\/p>\n\n\n
As\na Senior Vice President of the Company, you will be eligible to participate in the Company's Executive Incentive Plan (EIP) beginning in 2005, subject to the guidelines for this plan.\nFor 2005, your target incentive will be $130,000.00, less applicable taxes and withholdings, and your payout in 2005 will be guaranteed at 100% of target. In lieu of such an incentive payment for\n2004, the Company will pay you a guaranteed bonus of $32,500.00, less applicable taxes and withholdings, and will be payable by the Company when it makes its regularly scheduled EIP payments for 2004.\nTarget incentives under the EIP do not constitute a promise of payment. Your actual EIP payout will depend on Yahoo corporate financial performance, and management assessment of your group and\nindividual performance, and is subject to the EIP Rules. Any EIP payments made to you will occur at the Company's regularly scheduled EIP payment date and will be subject to any applicable taxes and\nwithholdings. Eligibility for the EIP is subject to annual review. You must remain continuously employed with the Company as an employee in good standing through the time that each bonus incentive or\nEIP payment is made by the Company. <\/p>\n\n
As\na part of the Yahoo! team, we strongly believe that ownership of the Company by our employees is an important factor to our success. Therefore, as part of your compensation,\nmanagement will recommend that the Compensation Committee of the Board of Directors grant you an option to\npurchase 100,000 shares of Yahoo! Inc.'s Common stock under Yahoo! Inc.'s 1995 Stock Option Plan, as amended. The exercise price for this option will be the fair market value of Yahoo!\nCommon Stock on the date of grant as determined by the Compensation Committee of the Board of Directors. Twenty-five percent of these options will vest after one year of employment, and\nthe remaining 75% will vest in equal quarterly installments over the next three years, or as determined by the Board of Directors at the time the grant is made. <\/p>\n\n
Management\nalso will recommend that the Compensation Committee of the Yahoo! Board of Directors grant you a total of 15,000 shares of restricted stock. All 15,000 shares of this\nrestricted stock grant will become non-forfeitable on the third anniversary of the date of grant, provided that you have been continuously employed with the Company as of the date that the\nrestricted stock becomes nonforfeitable. This restricted stock grant will be subject to, and governed by, the terms and requirements of the applicable restricted stock agreement and the Plan. <\/p>\n\n
To\nassist you with relocation to Sunnyvale, California, Yahoo! Inc. has partnered with Paragon Decision Resources to administer our relocation program. If you accept our offer,\nyou will be eligible to receive relocation assistance according to the attached Domestic Relocation Plan Overview (\"Overview\") and the terms and conditions of Paragon's programs. Once you have\nreturned your signed offer letter to Yahoo!, a Paragon representative will contact you to initiate your move. In addition to our standard relocation program, you will be eligible for the following\nrelocation benefit: <\/p>\n
A. Yahoo!\n will supplement our standard Temporary Living Allowance, which is intended to cover and\/or offset a majority of costs associated with temporary living arrangements up to\n 3 months, by providing to you an additional lump sum payment of $20,000. This lump sum payment\n will provide you with the flexibility to manage the allowance to best meet the needs of you and your family. <\/p>\n
B. Home\nSale Assistance will be provided through Paragon Decision Resources to help market and sell your home. All reasonable non-recurring closing costs as well as reasonable\nsales commission of up to 6% of the sales price will be reimbursed. This program is structured to take advantage of tax rulings so as to provide a tax-free benefit. Therefore, you must\nspeak with your consultant from Paragon Decision Resources prior to listing your property to be eligible for this benefit. <\/p>\n\n\n
If\nyou choose to leave the Company for any reason during the first twelve months of your employment with Yahoo! Inc., a prorated portion of the monies given to you for relocation\nexpenses, as specified\nabove and in the attached overview, will become due and payable to the Company on your last day of employment (based on 1\/12th for each month your termination precedes 12 months of\nYahoo! Inc. service), and by your signature below you agree that such amount shall be deducted from any compensation payable to you at that time. <\/p>\n\n
As\nan employee of Yahoo!, it is likely that you will become knowledgeable about confidential and or proprietary information related to the operations, products and services of the\nCompany and its clients. To protect the interests of both the Company and its clients, all employees are required to read and sign a PROPRIETARY INFORMATION AND ASSIGNMENT OF INVENTIONS AGREEMENT\n(\"Proprietary Agreement\") prior to beginning employment. A copy of this agreement is enclosed. Please sign it and return it along with your signed copy of this letter. <\/p>\n\n
Similarly,\nyou may have confidential or proprietary information from a prior employer that should not be used or disclosed to anyone at Yahoo!. In addition, you must be sure that your\nemployment with Yahoo! does not violate any existing and\/or continuing contractual obligations. Please read, complete, and bring with you on your first day of employment, the enclosed Proprietary\nInformation Obligations Checklist to this effect. <\/p>\n\n
Please\nunderstand that this letter does not constitute a contract of employment for any specific period of time, but will create an \"employment at will\" relationship that may be\nterminated at any time by you or Yahoo!, with or without cause or with or without notice. Your signature at the end of this letter confirms that no promises or agreements that are contrary to our\nat-will relationship have been committed to you during any of your pre-employment discussions with Yahoo!, and that this letter, along with the Proprietary Agreement, contains\nour complete agreement regarding the terms and conditions of your employment. <\/p>\n\n
Our\nsignatures on this letter also confirm our mutual agreement that any disputes or controversies, including but not limited to claims of harassment, discrimination and wrongful\ntermination, shall be settled by binding arbitration under the American Arbitration Association Rules for the Resolution of Employment Disputes. This agreement is enforceable under the Federal\nArbitration Act, or if for any reason it is inapplicable, the law of arbitration of the state in which you were last employed by Yahoo!. <\/p>\n\n
We\nhope for an early acceptance of this offer, however, it will remain open until the close of business on Monday, October 11, 2004. Please understand that this offer is\ncontingent upon successful completion of your background investigation. To accept this offer, please sign this letter in the space provided below and return it and a signed Proprietary Agreement to\nLan Nguyen in the envelope provided. A second copy of each document has been provided for you to keep for your records. <\/p>\n\n\n
At\n8:30 a.m. on the first Monday of your employment, you will meet with the Human Resources and Benefits teams for new hire orientation. Please ask for New Hire Orientation in the\nlobby of Yahoo! Building D, located at 701 First Avenue in Sunnyvale, California 94089. If you are not starting on a Monday, you should make arrangements with your manager to complete the necessary\npayroll forms on your first day of employment. In order for Yahoo! to comply with the Immigration Reform and Control Act, we ask that you bring appropriate verification of authorization to work in the\nUnited States with you on your first day of employment. <\/p>\n\n\n
We\nlook forward to your joining us and hope that you find your employment with Yahoo! enjoyable and professionally rewarding. <\/p>\n\n
Very\ntruly yours, <\/p>\n\n
Carol\nMahoney
\nDirector, Talent Acquisition <\/p>\n\nI\naccept this offer of employment with Yahoo! Inc. and agree to the terms and conditions outlined in this letter. <\/p>\n\n<\/pre>\n
| \n\/s\/ MICHAEL MURRAY <\/p>\n Michael Murray<\/td>\n | <\/td>\n | \nOctober 24, 2004<\/p>\n Date<\/td>\n<\/tr>\n |
| <\/p>\n Planned Start Date: October 29, 2004<\/td>\n | <\/td>\n | \n <\/td>\n<\/tr>\n<\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9377],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9544],"class_list":["post-39374","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-yahoo-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39374","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39374"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39374"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39374"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39374"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} |