YAHOO!<\/b> INC.<\/b><\/p>\n\n
STOCK OPTION AGREEMENT<\/b><\/p>\n\n
1. Grant of Option<\/i>. \nYahoo! Inc., a Delaware corporation (the \u0093Company\u0094), hereby grants to\nthe Optionee named in the Notice of Grant (the \u0093Optionee\u0094), an option (the \u0093Option\u0094)\nto purchase the total number of shares of Common Stock (the \u0093Shares\u0094) set forth\nin the Notice of Grant, at the exercise price per share set forth in the Notice\nof Grant (the \u0093Exercise Price\u0094) subject to the terms, definitions and\nprovisions of the 1995 Stock Plan, as amended (the \u0093Plan\u0094), adopted by the\nCompany, which is incorporated in this Agreement by reference. In the event of a conflict between the terms\nof the Plan and the terms of this Agreement, the terms of the Plan shall\ngovern. Unless otherwise defined in this\nAgreement, the terms used in this Agreement shall have the meanings defined in\nthe Plan.<\/p>\n\n
If\ndesignated as an Incentive Stock Option in the Notice of Grant, this Option is\nintended to qualify as an \u0093incentive stock option\u0094 as such term is defined in Section 422\nof the Code.<\/p>\n\n
2. Exercise of Option<\/i>. This\nOption shall be exercisable during its term in accordance with the Exercise Schedule set\nforth in the Notice of Grant (the \u0093Exercise Schedule\u0094) and with the provisions\nof Sections 9 and 10 of the Plan as follows:<\/p>\n\n
(i) Right to Exercise<\/i>.<\/p>\n\n\n\n
(a) This Option may not be exercised for a\nfraction of a share.<\/p>\n\n\n\n
(b) In the event of the Optionee\u0092s death,\ndisability or other termination of employment, the exercisability of the Option\nis governed by Sections 6, 7 and 8 below, subject to the limitations contained\nin Sections 2(i)(c) and (d).<\/p>\n\n\n\n
(c) In no event may this Option be exercised\nafter the date of expiration of the term of this Option as set forth in the\nNotice of Grant.<\/p>\n\n\n\n
(d) If designated as an Incentive Stock Option in\nthe Notice of Grant, in the event that this Option becomes exercisable at a\ntime or times which, when this Option is aggregated with all other incentive\nstock options granted to the Optionee by the Company or any Parent or\nSubsidiary, would result in Shares having an aggregate fair market value\n(determined for each Share as of the Date of Grant of the option covering such\nShare) in excess of $100,000 becoming first available for purchase upon\nexercise of one or more incentive stock options during any calendar year, the\namount in excess of $100,000 shall be treated as a Nonstatutory Stock Option,\npursuant to Section 5(b) of the Plan.<\/p>\n\n\n\n
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(ii) Method of Exercise<\/i>.<\/p>\n\n\n\n
(a) This Option shall be exercisable by\ndelivering notice to the Company or a broker designated by the Company in such\nform and through such delivery method as shall be acceptable to the Company\n(including in the form attached as Exhibit A or such other form as may\nfrom time to time be approved by the Administrator) or the designated broker,\nas appropriate (the \u0093Exercise Notice\u0094). \nThe Exercise Notice shall specify the election to exercise the Option\nand the number of Shares in respect of which the Option is being exercised,\nshall include such other representations and agreements as to the holder\u0092s\ninvestment intent with respect to such shares of Common Stock as may be\nrequired by the Company pursuant to the provisions of the Plan and applicable\nlaw, and shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised\nupon receipt by the Company or the designated broker of such notice accompanied\nby the Exercise Price.<\/p>\n\n\n\n
(b) As a condition to the exercise of this\nOption, the Optionee agrees to make adequate provision for federal, state or\nother tax withholding obligations, if any, which arise upon the exercise of the\nOption or disposition of Shares, whether by withholding, direct payment to the\nCompany, or otherwise.<\/p>\n\n\n\n
(c) No Shares will be issued pursuant to the\nexercise of an Option unless such issuance and such exercise shall comply with\nall relevant provisions of law and the requirements of any Stock Exchange. Assuming such compliance, for income tax\npurposes the Shares shall be considered transferred to the Optionee on the date\non which the Option is exercised with respect to such Shares.<\/p>\n\n\n\n
3. Continuance of Employment\/Service\nRequired<\/i>. The Exercise Schedule requires continued\nemployment or service through each applicable vesting date as a condition to\nthe vesting of the applicable installment of the Option and the rights and\nbenefits under this Agreement. \nEmployment or service for only a portion of the vesting period, even if\na substantial portion, will not entitle the Optionee to any proportionate\nvesting or avoid or mitigate a termination of rights and benefits upon or\nfollowing a termination of employment or services as provided in Sections 6, 7\nand 8 below or under the Plan.<\/p>\n\n\n\n
4. Method of Payment<\/i>. \n\nPayment of the Exercise Price shall be by any of, or a combination of,\nthe following methods at the election of the Optionee: (i) cash; (ii) check; (iii) surrender\nof other shares of Common Stock of the Company which (a) either have been\nowned by the Optionee for more than six (6) months on the date of\nsurrender or were not acquired, directly or indirectly, from the Company, and (b) have\na Fair Market Value on the date of surrender equal to the aggregate exercise\nprice of the Shares as to which said Option shall be exercised; or (iv) delivery\nof a properly executed Exercise Notice together with irrevocable instructions\nto a broker to deliver promptly to the Company the amount of sale or loan\nproceeds required to pay the exercise price; provided <\/p>\n\n\n\n
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that the Administrator may from time to time limit the availability of any\nnon-cash payment alternative.<\/p>\n\n\n\n
5. Restrictions on Exercise<\/i>. This\nOption may not be exercised until such time as the Plan has been approved by\nthe stockholders of the Company, or if the issuance of such Shares upon such\nexercise or the method of payment of consideration for such shares would\nconstitute a violation of any applicable federal or state securities or other\nlaw or regulation, including any rule under Part 207 of Title 12 of\nthe Code of Federal Regulations (\u0093Regulation G\u0094) as promulgated by the Federal\nReserve Board. As a condition to the\nexercise of this Option, the Company may require the Optionee to make any\nrepresentation and warranty to the Company as may be required by any applicable\nlaw or regulation.<\/p>\n\n\n\n
6. Termination of Relationship<\/i>. In\nthe event of termination of the Optionee\u0092s Continuous Status as an Employee or\nConsultant, the Optionee may, to the extent otherwise so entitled at the date\nof such termination (the \u0093Termination Date\u0094), exercise this Option during the\nTermination Period set out in the Notice of Grant. To the extent that the Optionee was not\nentitled to exercise this Option at the date of such termination, or if the\nOptionee does not exercise this Option within the time specified in the Notice\nof Grant, the Option shall terminate. \nFurther, to the extent allowed by applicable law, if the Optionee is\nindebted to the Company on the date of termination, the Optionee\u0092s right to\nexercise this Option shall be suspended until such time as the Optionee\nsatisfies in full any such indebtedness.<\/p>\n\n\n\n
7. Disability of Optionee<\/i>. \nNotwithstanding the provisions of Section 6 above, in the event of\ntermination of the Optionee\u0092s Continuous Status as an Employee or Consultant as\na result of Total Disability, the Optionee may, but only within twelve (12)\nmonths from the date of termination of employment (but in no event later than\nthe date of expiration of the term of this Option as set forth in Section 10\nbelow), exercise the Option to the extent otherwise so entitled at the date of\nsuch termination. To the extent that the\nOptionee was not entitled to exercise the Option at the date of termination, or\nif the Optionee does not exercise such Option (to the extent otherwise so\nentitled) within the time specified in this Agreement, the Option shall\nterminate.<\/p>\n\n\n\n
8. Death of Optionee<\/i>. In\nthe event of the death of the Optionee:<\/p>\n\n\n\n
(i) during the term of this Option and while an\nEmployee or Consultant of the Company and having been in Continuous Status as\nan Employee or Consultant since the date of grant of the Option, the Option may\nbe exercised, at any time within six (6) months following the date of\ndeath (but in no event later than the date of expiration of the term of this\nOption as set forth in Section 10 below), by the Optionee\u0092s estate or by a\nperson who acquired the right to exercise the Option by bequest or inheritance,\nbut only to the extent of the right to exercise that would have accrued had the\nOptionee continued living and remained in Continuous Status as an Employee or\nConsultant six (6) months after the date of death, subject to the\nlimitation contained in Section 2(i)(d) above in the case of an\nIncentive Stock Option; or<\/p>\n\n\n\n
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(ii) within thirty (30) days after the termination\nof the Optionee\u0092s Continuous Status as an Employee or Consultant, the Option\nmay be exercised, at any time within six (6) months following the date of\ndeath (but in no event later than the date of expiration of the term of this\nOption as set forth in Section 10 below), by the Optionee\u0092s estate or by a\nperson who acquired the right to exercise the Option by bequest or inheritance,\nbut only to the extent of the right to exercise that had accrued at the date of\ntermination.<\/p>\n\n\n\n
9. Non-Transferability of Option<\/i>. This\nOption may not be transferred in any manner otherwise than by will or by the\nlaws of descent or distribution. The\ndesignation of a beneficiary does not constitute a transfer. This Option may be exercised during the\nlifetime of the Optionee only by the Optionee. \nThe terms of this Option shall be binding upon the executors,\nadministrators, heirs, successors and assigns of the Optionee.<\/p>\n\n\n\n
10. Term of Option<\/i>. This Option may be exercised only within the\nterm set out in the Notice of Grant, and may be exercised during such term only\nin accordance with the Plan and the terms of this Option.<\/p>\n\n\n\n
11. No Additional Employment Rights<\/i>. The Optionee understands and\nagrees that the vesting of Shares pursuant to the Exercise Schedule is\nearned only by continuing as an Employee or Consultant at the will of the\nCompany (not through the act of being hired, being granted this Option or\nacquiring Shares under this Agreement). \nThe Optionee further acknowledges and agrees that nothing in this\nAgreement, nor in the Plan which is incorporated in this Agreement by\nreference, shall confer upon the Optionee any right with respect to\ncontinuation as an Employee or Consultant with the Company, nor shall it\ninterfere in any way with his or her right or the Company\u0092s right to terminate\nhis or her employment or consulting relationship at any time, with or without\ncause.<\/p>\n\n\n\n
12. Notice of Disqualifying Disposition of Incentive Stock Option Shares<\/i>. If\nthe Option granted to the Optionee in this Agreement is an Incentive Stock\nOption, and if the Optionee sells or otherwise disposes of any of the Shares\nacquired pursuant to the Incentive Stock Option on or before the later of (a) the\ndate two years after the Date of Grant, or (b) the date one year after\ntransfer of such Shares to the Optionee upon exercise of the Incentive Stock\nOption, the Optionee shall notify the Company in writing within thirty (30)\ndays after the date of any such disposition. \nThe Optionee agrees that the Optionee may be subject to the tax\nwithholding provisions of Section 13 below in connection with such sale or\ndisposition of such Shares.<\/p>\n\n\n\n
13. Tax Withholding<\/i>. The Optionee shall pay to the Company\npromptly upon request, and in any event at the time the Optionee recognizes\ntaxable income in respect of the Option, an amount equal to the taxes the\nCompany determines it is required to withhold under applicable tax laws with\nrespect to the Option. Such payment may\nbe made by any of, or a combination of, the following methods: (i) cash or check; (ii) out of the\nOptionee\u0092s current compensation; (iii) surrender of other shares of Common\nStock of the Company which (a) either have been owned by the Optionee for\nmore than six (6) months as of the date of surrender or were not acquired,\ndirectly or indirectly, from the Company, and (b) have a Fair Market Value\non the date of surrender equal to the amount required to be <\/p>\n\n\n\n
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withheld;\n(iv) by electing to have the Company withhold from the Shares to be issued\nupon exercise of the Option that number of Shares having a Fair Market Value\nequal to the minimum statutory amount required to be withheld or (v) delivery of a properly executed\nExercise Notice together with irrevocable instructions to a broker to deliver\npromptly to the Company the amount of sale or loan proceeds required to pay the\namount required to be withheld; provided that the Administrator may from time\nto time limit the availability of any non-cash payment alternative. For these purposes, the Fair Market Value of\nthe Shares to be withheld shall be determined on the date that the amount of\ntax to be withheld is to be determined (the \u0093Tax Date\u0094).<\/p>\n\n\n\n
All\nelections by the Optionee to have Shares withheld to satisfy tax withholding\nobligations shall be made in writing in a form acceptable to the Administrator\nand shall be subject to the following restrictions:<\/p>\n\n\n\n
(i) the election must be made on or prior to the applicable Tax Date;<\/p>\n\n\n\n
(ii) once made, the election shall be irrevocable as to the particular Shares of\nthe Option as to which the election is made;<\/p>\n\n\n\n
(iii) all elections shall be subject to the consent or disapproval of the\nAdministrator;<\/p>\n\n\n\n
(iv) if the Optionee is subject to Section 16 of the Exchange Act, the\nelection must comply with the applicable provisions of Rule 16b-3\npromulgated under the Exchange Act and shall be subject to such additional\nconditions or restrictions as may be required thereunder to qualify for the\nmaximum exemption from Section 16 of the Exchange Act with respect to Plan\ntransactions.<\/p>\n\n\n\n
14 Notices<\/i>. Any\nand all notices, designations, consents, offers, acceptances and any other\ncommunications provided for herein shall be given in writing and shall be\ndelivered either personally or by registered or certified mail, postage\nprepaid, which shall be addressed, in the case of the Company to both the Chief\nFinancial Officer and the General Counsel of the Company at the principal\noffice of the Company and, in the case of the Optionee, to the Optionee\u0092s\naddress appearing on the books of the Company or to the Optionee\u0092s residence or\nto such other address as may be designated in writing by the Optionee.<\/p>\n\n\n\n
15. Bound by Plan.<\/i> By signing this Agreement, the Optionee\nacknowledges that he\/she has received a copy of the Plan and has had an\nopportunity to review the Plan and agrees to be bound by all the terms and\nprovisions of the Plan.<\/p>\n\n\n\n
16. Successors.<\/i> The terms of this Agreement shall be binding\nupon and inure to the benefit of the Company, its successors and assigns, and\nof the Optionee and the beneficiaries, executors, administrators, heirs and\nsuccessors of the Optionee.<\/p>\n\n\n\n
17. Invalid Provision.<\/i> The invalidity or unenforceability of any\nparticular provision thereof shall not affect the other provisions hereof, and\nthis Agreement shall be construed in all respects as if such invalid or\nunenforceable provision had been omitted.<\/p>\n\n\n\n
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18 Entire Agreement.<\/i> This Agreement, the Notice of Grant and the\nPlan contain the entire agreement and understanding of the\nparties hereto with respect to the subject matter contained herein and therein\nand supersede all prior communications, representations and negotiations\nin respect thereto.<\/p>\n\n\n\n
19. Governing Law.<\/i> This Agreement and the rights of the Optionee\nhereunder shall be construed and determined in accordance with the laws of the\nState of Delaware.<\/p>\n\n\n\n
20. Headings. <\/i> The headings of the Sections hereof are\nprovided for convenience only and are not to serve as a basis for\ninterpretation or construction, and shall not constitute a part, of this\nAgreement.<\/p>\n\n\n\n
21. Signature<\/i>. This Agreement shall be deemed executed by\nthe Company and the Optionee upon execution by such parties of the Notice of\nGrant attached to this Agreement.<\/p>\n\n\n\n
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EXHIBIT A<\/b><\/p>\n\n\n\n
NOTICE OF EXERCISE<\/b><\/p>\n\n\n\n
To: Yahoo! Inc.
\nAttn: Chief Financial\nOfficer
\nSubject: Notice of\nIntention to Exercise Stock Option<\/i><\/p>\n\n\n\nThis\nis official notice that the undersigned (\u0093Optionee\u0094) intends to exercise\nOptionee\u0092s option to purchase \n\nshares of Yahoo! Inc. Common Stock, under and pursuant to the Company\u0092s 1995\nStock Plan, as amended, and the Stock Option Agreement attached, as follows:<\/p>\n\n\n\n<\/pre>\n
| \n<\/td>\n | \n Number of Shares:<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | |||||||||||||||||||||||||||||||||||||
| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | |||||||||||||||||||||||||||||||||||||
| \n<\/td>\n | \n Vesting Commencement Date:<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | |||||||||||||||||||||||||||||||||||||
| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | |||||||||||||||||||||||||||||||||||||
| \n<\/td>\n | \n Date of Purchase:<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | |||||||||||||||||||||||||||||||||||||
| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | |||||||||||||||||||||||||||||||||||||
| \n<\/td>\n | \n Purchase Price:<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | |||||||||||||||||||||||||||||||||||||
| \n<\/td>\n | \n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n | |||||||||||||||||||||||||||||||||||||
| \n<\/td>\n | \n Social Security No:<\/p>\n<\/td>\n | \n<\/td>\n | \n<\/td>\n<\/tr>\n<\/table>\n The
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