{"id":39537,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-rosensweig.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-rosensweig","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-rosensweig.html","title":{"rendered":"Employment Agreement — Rosensweig"},"content":{"rendered":"
April 21, 2002<\/p>\n\n
Daniel Rosensweig<\/p>\n\n
Dear\nDan:<\/p>\n\n
On behalf of Yahoo! Inc. (\u0093Yahoo!\u0094), I am pleased to\noffer you employment with Yahoo! as Chief Operating Officer, reporting to the\nChief Executive Officer.  The terms of\nyour employment are set forth as follows:<\/p>\n\n
1.     Base Salary and Performance Bonus<\/u>.<\/p>\n\n
Your Base Salary for calendar years 2002 and 2003 will\nbe $41,666.67 per month ($500,000 annually). \nYour Base Salary for calendar year 2004 will be at least $45,833 per\nmonth ($550,000 annually).  Your Base\nSalary for calendar year 2005 will be at least $50,000 per month ($600,000\nannually).  In each case, your Base\nSalary will be paid semi-monthly.  For\neach of the remaining portion of calendar year 2002 and the full calendar year\n2003, you will be eligible for a bonus plan that pays an additional amount of\nat least $250,000, and up to $500,000 if performance meets specified\ncriteria.  These criteria will be\nspecified in writing shortly after your start date and may relate to both your\npersonal performance and that of Yahoo!. \nThese bonus payments are only to be paid if you remain employed\ncontinuously through the end of the subject calendar year, except as expressly\nset forth in Section 9(a)(ii) below. \nAfter calendar year 2003, you will be eligible for a bonus plan\ncommensurate with that provided to other executives at your level.<\/p>\n\n
2.     Retention Bonus<\/u>.<\/p>\n\n
We will also recommend that\nthe Compensation Committee of the Board of Directors grant you a retention\nbonus pursuant to the Yahoo! Inc. Key Executive New Hire Retention Plan.  Under this plan, you would receive a bonus\nif you remain continuously employed with Yahoo! for one year.  Thereafter, if you remain continuously employed\nwith Yahoo!, you would be entitled on your second, third, and fourth anniversaries\nof employment with Yahoo! to additional retention bonuses pursuant to the\nYahoo! Inc. Key Executive New Hire Retention Plan.  The amounts and conditions of those retention bonuses will be set\nforth by separate agreement.  For\npurposes of this Agreement, your \u0093anniversary of employment with\nYahoo!\u0094 shall fall on the same month and day as your first date on the Yahoo!\npayroll.<\/p>\n\n
3.     Duties and Responsibilities<\/u>.<\/p>\n\n
As Chief Operating Officer, you will be responsible\nfor Yahoo! operations in both North America and internationally.  In this role you will drive Yahoo\u0092s\noperations and business unit organization to achieve Yahoo!\u0092s strategic and\nP&L objectives.<\/p>\n\n
4.     Obligations.<\/u><\/p>\n\n
During the period of your employment under this\nAgreement, you shall devote your full business efforts and time to Yahoo!.  This obligation, however, shall not preclude\nyou from engaging in appropriate civic, charitable or religious activities as\nlong as you specifically advise Yahoo! of those activities, Yahoo! agrees to\nthem, and the activities do not materially interfere or conflict with your\nresponsibilities to, or your ability to perform your duties of employment by,\nYahoo! under this Agreement.<\/p>\n\n
5.     Stock Options<\/u>.<\/p>\n\n
As part of your compensation, effective immediately\nupon effectiveness of your employment with Yahoo!, we will recommend that the\nCompensation Committee of the Board of Directors grant you stock options to\npurchase 1,250,000 shares (\u0093Initial Grant\u0094) of Yahoo!\u0092s Common Stock under\nYahoo!\u0092s 1995 Stock Option Plan, as amended, (the \u0093Plan\u0094) pursuant to the terms\nof a stock option agreement for such options (\u0093Stock Option Agreement\u0094).  The exercise price for this option will be\nthe fair market value of Yahoo! Common Stock on the date of grant as determined\nby the Board of Directors.  The Stock\nOption Agreement will specify that all options described above will vest as to\n1\/4 of the shares after one year of employment, and in equal monthly\ninstallments over the 36 subsequent months, and will provide that such options\n(to the extent vested and exercisable) may be exercised for a period of one (1)\nyear after the date of termination of your employment, but in no event later\nthan the 10-year expiration dates of such options.  In addition to the initial grant of options described above, you\nwill be eligible for annual grants to purchase Yahoo! Common Stock as\ndetermined by the Compensation Committee of the Board of Directors.<\/p>\n\n
6.     Benefits<\/u>.<\/p>\n\n
Additionally, you will be eligible to participate in\nthe regular Yahoo! health insurance benefits, vacation, and other employee\nbenefit plans, programs and policies established by Yahoo! generally for its\nemployees or senior management.<\/p>\n\n
7.     Relocation Expenses<\/u>.<\/p>\n\n
You will use all\nreasonable efforts to establish your principal residence in the San Francisco\nBay Area within 3 months after you have accepted this offer, but in no event\nwill you establish such principal residence later than December 31, 2002.  You will be eligible to receive relocation\nassistance according to the enclosed Domestic Relocation Program Overview with the\nmodifications described in clause (g) below. \nOnce you have returned this signed agreement to Yahoo!, you will be\ncontacted by a representative of Paragon Decision Resources to initiate your\ntemporary living arrangements and eventually your move.  In addition to this standard relocation\nprogram, you will be eligible for the relocation benefits specified below.  If you voluntarily choose to leave Yahoo!\nfor any reason other than for Good Reason during the first year of your employment\nwith Yahoo!, a prorated portion of the monies given to you for relocation\nexpenses will become due and payable to Yahoo! on your last day of employment\n(based on 1\/12th<\/sup> for each month your termination precedes 12 months\nof Yahoo! service), and by your signature below you agree that such amount\nshall be deducted from any compensation payable to you at that time.<\/p>\n\n
(a)           Home Sale Assistance will be provided\nthrough Paragon Decision Resources to help market and sell your home.  All reasonable non-recurring closing costs\nas well as sales commission of up to 6% of the sales price will be\nreimbursed.  This program is structured\nto take advantage of tax rulings so as to provide a tax-free benefit.  Therefore, you must speak with your\nconsultant from Paragon Decision Resources prior to listing your property to be\neligible for this benefit.<\/p>\n\n
(b)           Home Purchase Benefits will be\noffered to help you secure a home in the new location.  Yahoo! will reimburse reasonable,\nnon-recurring closing costs (including a Loan Origination Fee) and mortgage\nservices will be provided by Paragon Decision Resources and will allow a direct\nbill of the closing costs to Yahoo!. \nThis benefit is taxable and will be grossed-up to offset your tax\nliability.<\/p>\n\n
(c)           To assist you with temporary living\nexpenses and the possibility of maintaining two residences, temporary living\naccommodations will be provided in the San Francisco Bay Area for up to six\nmonths.  If you purchase a home in the\nBay Area and complete your relocation before you are able to sell your New York\nhome, Yahoo! will reimburse you for reasonable expenses associated with the\nmaintenance of your home in New York (including mortgage and property tax\npayments) on a monthly basis until this house is sold, up to a period of six\nmonths following your relocation.<\/p>\n\n
(d)           Reasonable travel expenses will be\nreimbursed for regular trips between the San Francisco Bay Area and New York\nprior to the relocation of your principal residence.<\/p>\n\n
(e)           To\nhelp you maintain your standard of living in the Bay Area, Yahoo! will make you\na secured interest-free loan in the amount of $1,000,000 (\u0093Loan\u0094) for purpose\nof partially financing the purchase price of your new home.  As consideration for the Loan, you shall\nexecute and deliver a full-recourse promissory note in substantially the form\nset forth as Exhibit A hereto, together with a deed of trust customary for the\nState of California, which shall be subordinate to any institutionally issued\nmortgage.  Because the Loan will be\ninterest-free: (i) the Loan shall be non-transferable, (ii) the Loan proceeds\nmust be used to fund a portion of the purchase price of your primary residence,\nand (iii) you must certify to the Company that you will itemize your deductions\non your federal income taxes during the term of the Loan.  The Loan will be funded on the \nclosing date of the purchase of your primary\nresidence.  The note will become due and\npayable on your fourth anniversary of employment with Yahoo!, or immediately\nupon the cessation of your employment, regardless of the reason for that\ncessation.<\/p>\n\n
(f)            Yahoo!\nwill provide you with a mortgage subsidy of no less than 3\/2\/1 to help offset\nany increase in mortgage payments in the first three (3) years of your mortgage\nfollowing your move, as long as you remain employed with Yahoo!. This program\npays 3 percentage points in interest in the first year of your mortgage, 2\npercentage points of interest in the second year of your mortgage, and 1\npercentage point of interest in the third year of your mortgage.<\/p>\n\n
(g)           You\nwill receive the following benefits which modify those described in Domestic\nRelocation Program Overview (i) no weight limitation on the amount of household\ngoods to be included, (ii) Yahoo! will provide tax gross-up for benefits\nreceived and not repaid to Yahoo! which are described in paragraphs (a)-(d) and\n(f)-(g) of this Section 7 regardless of whether you have been terminated prior\nto such gross-up payment with or without Cause or you have terminated your\nemployment with or without Good Reason, and (iii) you need not return to Yahoo!\nthe monies given to you under this Section 7 except as expressly provided in\nthis Section 7.<\/p>\n\n
8.     Business Expenses<\/u>.<\/p>\n\n
You are authorized to incur reasonable business\nexpenses carrying out your duties and responsibilities in connection with your\nemployment. Yahoo! will promptly reimburse you for such expenses upon\npresentation of appropriate vouchers or receipts, in accordance with its\nexpense reimbursement policies.<\/p>\n\n
9.     Termination<\/u>.<\/p>\n\n
(a)           Should your employment with Yahoo! be terminated on or prior\nto your second anniversary date of employment by Yahoo! without Cause or by you\nfor Good Reason you will be entitled, on your last day of employment (the\n\n\u0093Termination Date\u0094), to a lump sum payment (in addition to payment of all Base\nSalary through the Termination Date, vacation and other legally required\npayments) in an amount equal to:<\/p>\n\n
(i)    24 months of Base Salary at the rate in\neffect on the Termination Date; and<\/p>\n\n
(ii)          a pro rata portion of the\nminimum annual bonus ($250,000) provided in Section 1 in proportion to the\nnumber of full months of your employment at Yahoo! during such calendar year\ndivided by twelve.<\/p>\n\n
The lump sum payment will be made to you within 30\ndays after the Termination Date.<\/p>\n\n
(b)           For the purposes of this Agreement,\n\u0093Cause\u0094 shall mean (i) your conviction of, or pleading guilty or nolo\ncontendere to, a felony involving moral turpitude, or (ii) your failure, as\nreasonably determined by Yahoo!, to carry out in any material respect the\nduties and responsibilities of your employment due to willful gross neglect or\nwillful gross misconduct which cannot be cured or which, if curable, is not cured within 30 days after receipt of written notice\nto you from Yahoo! specifying with reasonable particularity such failure.<\/p>\n\n\n\n
(c)           For\npurposes of this Agreement, \u0093Good Reason\u0094 shall exist only if Yahoo! fails to\ncorrect, after 30 days written notice from you to Yahoo!, one of the\nfollowing:  (i) the material reduction\nby the Chief Executive Officer or Board of Directors of your title, Base\nSalary, duties, authority or responsibilities which is not agreed to by you, or\n(ii) a change in the reporting structure such that you will no longer report\ndirectly to the Chief Executive Officer, (iii) failure to obtain all necessary\napprovals within 30 days from the date hereof (including that of the\nCompensation Committee of the Board of Directors) for (x) the retention bonus\ndescribed in Section 2 on the terms set forth in the New Hire Retention\nAgreement which has been previously delivered to you, or (y) the stock options\ndescribed in Section 5.  Your written\nnotice to Yahoo! must specify with reasonable particularity the reasons you\nbelieve that the herein-described events supporting Good Reason have occurred.  Good Reason will not exist if the events\nwhich would otherwise constitute Good Reason are prompted by the occurrence of\nany event specified in Section 9(b).<\/p>\n\n
10.   Taxes<\/u>.<\/p>\n\n
(a)           Yahoo!\ndoes not make any representations regarding the tax implications of the\ncompensation package provided for in this Agreement.  Yahoo! advises you to consult with a tax professional and\/or your\nattorney.  By accepting this offer, you\nacknowlege and agree that (i) you shall be liable for all taxes assessed by any\nfederal, state, or local authorities with respect to the compensation package\nprovided herein and (ii) that Yahoo! is authorized to withhold for such taxes\nas it deems appropriate.<\/p>\n\n
(b)           If any payments or benefits that you\nmay receive, whether pursuant to this letter agreement or otherwise, would\nresult in the imposition of an excise tax pursuant to Section 4999 of the\nInternal Revenue Code of 1986 (the \u0093Code\u0094) or any corresponding provisions of\nstate income tax law, you will receive whichever of (i) or (ii) results in the\nlarger dollar amount of payments or benefits (calculating such dollar amounts\nin accordance with the principles of Section 280G of the Code), after taking\ninto account these excise taxes:  (i)\nthat portion of the payments or benefits to be received by you under this letter\nagreement which, when aggregated with any other payments treated as contingent\non a change in the ownership or effective control of Yahoo! or the ownership of\na substantial portion of the assets of Yahoo! under Section 280G(b)(2) of the\nCode does not exceed 2.99 times your \u0093Base Amount\u0094 as defined in Section 280G\nof the Code, or (ii) 100% of the payments or benefits to which you are entitled\nunder this letter agreement, in which case you will be responsible for paying\nall of such excise taxes imposed with respect to such payments or benefits.  If clause (i) produces the larger payment,\nthen each payment or benefit to which you would otherwise be entitled under\nthis letter agreement will be reduced (in the proportion that you elect) to\ncomply with the limitation of that subsection. \nAll determinations required to be made under this Subsection 10 (b)\nshall be made by PricewaterhouseCoopers, LLP or any other nationally recognized\naccounting firm which is Yahoo!\u0092s outside auditor at the time of such\ndetermination, which firm must be reasonably acceptable to you (the \u0093Accounting Firm\u0094). \nYahoo! shall cause the Accounting Firm to provide detailed supporting\ncalculations of its determinations to Yahoo! and you.  All fees and expenses of the Accounting Firm shall be borne\nsolely by Yahoo!.  The Accounting Firm\u0092s\ndeterminations must be made with substantial authority (within the meaning of\nSection 6662 of the Internal Revenue Code).<\/p>\n\n
11.   No Conflict with Prior Agreements; Due\nAuthorization<\/u>.<\/p>\n\n
You represent and warrant to Yahoo! that your\nexecution and delivery of this Agreement between you and Yahoo! and the\nperformance of your duties hereunder will not constitute a breach of, or\notherwise contravene, the terms of any employment or other agreement or policy\nto which you are a party or are otherwise bound.  Nothing contained in the Proprietary Information and Assignment\nof Inventions Agreement, the Domestic Relocation  Program Overview, the Employee Reimbursement Agreement, or the\nStock Option Agreement will modify the provisions hereof and in the case of any\nconflict, the provisions of this Agreement shall prevail.<\/p>\n\n
12.   Confidential Information; Nondisclosure<\/u>.<\/p>\n\n
As an employee of Yahoo!, it is likely that you will\nbecome knowledgeable about confidential and\/or proprietary information related\nto the operations, products and services of Yahoo! and its clients.  To protect the interests of both Yahoo! and\nits clients, all employees are required to read and sign a Proprietary\nInformation and Assignment of Inventions Agreement (\u0093Proprietary Rights\nAgreement\u0094) prior to beginning employment. \n\nA copy of this Agreement is enclosed. \nPlease sign it and return it along with your signed copy of this\nletter.  Similarly, you may have\nconfidential or proprietary information from a prior employer that should not\nbe used or disclosed to anyone at Yahoo!. \nTherefore, Yahoo! requests that you read, complete, and bring with you\non your first day of employment, the enclosed Proprietary Information\nObligations Checklist to this effect. \nYahoo! requests that you comply with any existing and\/or continuing\ncontractual obligations that you may have with your former employers.<\/p>\n\n
13.   Noncompetition<\/u>.<\/p>\n\n
You agree that, as\nlong as you are employed by Yahoo! pursuant to this Agreement, you will not\nengage in, or have any direct or indirect interest in any person, firm,\ncorporation or business (whether as an employee, officer, director, agent,\nsecurity holder, creditor, consultant, partner or otherwise) that is\ncompetitive with the business of Yahoo!, including, without limitation, any\nthen-current activities relating to providing Internet navigational products or\nservices and any then-current activities providing search, e-mail, chat,\ne-commerce, instant messaging, content (e.g., music), ISP (e.g., connectivity,\nbandwidth or storage) or other Internet-based delivery or functionality.  Notwithstanding the preceding sentence, you\nmay own not more than 1% of the securities of any company whose securities are\npublicly traded.<\/p>\n\n
14.   At Will Employment<\/u>.<\/p>\n\n
Please understand that this Agreement is for employment\nof an unspecific period of time and creates an \u0093employment at will\u0094\n\nrelationship that may be terminated without notice at any time by you or\nYahoo!, with or without Cause.  Your signature\nat the end of this Agreement\nconfirms that no promises or agreements that are contrary to our at-will\nrelationship have been committed to you during any of your pre-employment\ndiscussions with Yahoo!, and that this Agreement contains our complete\nagreement regarding the terms and conditions of your employment.  This \u0093at-will\u0094 relationship may not be\naltered except as agreed by you and the Company in writing.  You agree that Section 9 shall provide your\nsole and exclusive remedy if you are \u0093terminated by Yahoo! without Cause\u0094 or\nyou resign for \u0093Good Reason\u0094 as those phrases are defined herein, in addition\nto those rights set forth in the Key Executive New Hire Retention Agreement.<\/p>\n\n
15.   Arbitration<\/u>.<\/p>\n\n
Our signatures on this letter also confirm our mutual\nagreement to binding arbitration by a retired judge of the Superior Court of\nthe State of California pursuant to the Employment Arbitration Rules and\nProcedures of the Judicial Arbitration and Mediation Service (\u0093JAMS\u0094), with\nfull discovery, should there be any dispute related to this Agreement, the\ntermination thereof, or any other aspect of your employment relationship with\nYahoo!.  Nothing in this Agreement shall\nprejudice either party\u0092s ability to pursue provisional remedies under\nCalifornia Code of Civil Procedure \u00a71281.8.<\/p>\n\n
16.   Miscellaneous<\/u>.<\/p>\n\n
(a)   Personal<\/u>.  This Agreement\nis personal to you and therefore, you may not assign any of your rights and\nresponsibilities hereunder.<\/p>\n\n
(b)   Successors<\/u>.  This Agreement shall inure to the benefit of\nand be binding upon Yahoo! and its subsidiaries, successors and assigns and any\nsuch successor or assignee shall be deemed substituted for Yahoo! under the\nterms of this Agreement for all purposes. \nAs used herein, \u0093successor\u0094 and \u0093assignee\u0094 includes any person, firm,\ncorporation or other business entity which at any time, whether by purchase,\nmerger or otherwise, directly or indirectly acquires Yahoo! or substantially\nall of its assets.<\/p>\n\n
(c)   Waiver<\/u>.  No delay or\nomission by you or Yahoo! in exercising any right under this Agreement shall\noperate as a waiver of that or any other rights.  A waiver or consent given by you or Yahoo! on any one occasion\nshall be effective only in that instance and shall not be construed as a bar or\nwaiver of any right on any other occasion. \nNo waiver shall be binding unless in writing, designated as a waiver,\nand signed by the party waiving the breach.<\/p>\n\n
(d)   Modification<\/u>. \n\nThis Agreement may not be amended or modified other than by a written\nagreement designated as an amendment and executed by you and Yahoo!.<\/p>\n\n
(e)   Savings Clause<\/u>.  If any\nprovision of this Agreement or the application thereof is held invalid, the\ninvalidity shall not affect other provisions or applications of this Agreement that can be\ngiven effect without the invalid provisions or applications and to this end the\nprovisions of this Agreement are declared to be severable.<\/p>\n\n
(f)    Complete\nAgreement<\/u>.  This Agreement,\nthe Indemnification Agreement for Officers and Directors, the Stock Option\nAgreement, the Key Executive New Hire Retention Agreement, the Proprietary\nRights Agreement, the Domestic Relocation Program Overview, Employee\nReimbursement Agreement, and the attached Promissory Note, (together referred\nto as the \u0093Agreements\u0094) constitute and contain the entire agreement and\nunderstanding concerning your employment with Yahoo! and the other subject matters\naddressed in the Agreements, and supersede and replace all prior negotiations\nand all agreements proposed or otherwise, whether written or oral, concerning\nthe subject matters of the Agreements. \n\nAny representations, promises or agreements not specifically included in\nthe Agreements shall not be binding or enforceable against either you or\nYahoo!.  This is an integrated\ndocument.  As a condition of commencing\nyour employment, you are required to execute the Agreements (other than the\nIndemnification Agreement for Officers and Directors, the Stock Option\nAgreement and the Domestic Relocation Program Overview), as well as a Yahoo!\nemployment application, Proprietary Information Obligations Checklist, I-9 and\nother standard employment paperwork.<\/p>\n\n
(g)   Withholding<\/u>. \nYahoo! may withhold from any amounts payable to you under this Agreement\nsuch federal, state and local income, employment or other taxes that may be\nrequired to be withheld pursuant to any applicable law or regulation.<\/p>\n\n
(h)   Governing\nLaw<\/u>.  This Agreement and the\nrights and obligations of you and Yahoo! under this Agreement shall be governed\nby and construed in accordance with the laws of the State of California without\nregard to principles of conflict of laws.<\/p>\n\n
(i)    Survivorship<\/u>. \nThe respective rights and obligations under Sections 4, 9, 10, 12, 14,\n15 and 16 of you and Yahoo! shall survive any termination of your employment\nwith Yahoo! to the extent necessary to the intended preservation of such rights\nand obligations.<\/p>\n\n
(j)    Counterparts.<\/u>  This Agreement may be executed in one or\nmore counterparts, each of which shall be deemed an original but all of which\ntogether will constitute one and the same instrument.<\/p>\n\n
To\naccept this offer, please sign this Agreement in the space provided below and\nreturn it together with a signed Proprietary Rights Agreement, to me no later\nthan 5:00 p.m. Pacific Time on April 25, 2002. \n\n(A second copy of each document has been provided for you to keep for\nyour records.)  This offer expires at\n5:00 p.m. Pacific Time on April 25, 2002. \nIn addition, in order for Yahoo! to comply with the Immigration and\nReform Control Act, we ask that you provide appropriate verification of\nauthorization to work in the United States on or before your first day of\nemployment with Yahoo!.<\/p>\n\n
We look forward to your joining us and hope that you\nfind your employment with Yahoo! enjoyable and professionally rewarding.<\/p>\n\n\n\n
Very\ntruly yours,<\/p>\n\n\n\n
\/s\/\nTerry Semel<\/p>\n\n\n\n
Terry Semel<\/p>\n\n
Chairman and Chief Executive Officer<\/p>\n\n\n\n
I accept this offer of employment with Yahoo!\nInc. and agree to the terms and conditions outlined in this letter.<\/p>\n\n\n\n\n\n<\/pre>\n\n\n\n
\n
\/s\/ Daniel Rosensweig<\/p>\n<\/td>\n
\n<\/td>\n\n
4\/23\/02<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n
\n
Signature<\/p>\n<\/td>\n
\n<\/td>\n\n
Date<\/p>\n<\/td>\n
\n<\/td>\n<\/tr>\n<\/table>\n
Planned Start Date:<\/p>\n
(Contingent
\nupon completion of a satisfactory background investigation.)<\/p>\n
\n
\n
\n<\/div>\n

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