exv10w23xdy



 





Exhibit 10.23(D)




YAHOO! INC.

1995 STOCK PLAN

(AS AMENDED AND RESTATED JUNE 12, 2007)

STOCK APPRECIATION RIGHTS AWARD AGREEMENT




          THIS STOCK APPRECIATION RIGHTS AWARD AGREEMENT (the “Agreement”), dated as of ___,
2007 (the “Date of Grant”), is made by and between Yahoo! Inc., a Delaware corporation (the
“Company”), and ___(the “Grantee”).




          WHEREAS, the Company has adopted the Yahoo! Inc. 1995 Stock Plan, as amended (the “Plan”),
pursuant to which the Company may grant Stock Appreciation Rights (“SARs”);




          WHEREAS, the Company desires to grant to the Grantee the number of SARs provided for herein;




          NOW, THEREFORE, in consideration of the recitals and the mutual agreements herein contained,
the parties hereto agree as follows:



Section 1.     Grant of Stock Appreciation Rights Award




     (a) Grant of Stock Appreciation Rights. The Company hereby grants to the Grantee ___
SARs (the “Award”) at a grant price per SAR of
$___ per share (the “Grant Price”). The Award is
granted on the terms and conditions set forth in this Agreement and as otherwise provided in the
Plan.



     (b) Incorporation of Plan; Capitalized Terms. The provisions of the Plan are hereby
incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement
shall be construed in accordance with the provisions of the Plan and any capitalized terms not
otherwise defined in this Agreement shall have the definitions set forth in the Plan. The
Administrator shall have final authority to interpret and construe the Plan and this Agreement and
to make any and all determinations thereunder, and its decision shall be binding and conclusive
upon the Grantee and his/her legal representative in respect of any questions arising under the
Plan or this Agreement.


Section 2.     Terms and Conditions of Award




     The grant of SARs provided in Section 1(a) shall be subject to the following terms, conditions
and restrictions:



     (a) Non-Transferability of Award. The Award, the SARs subject to the Award and any interest
therein, may not be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of,
except by will or the laws of descent and distribution, prior to the time (if any) that the SARs
are actually paid pursuant to the terms hereof. Any attempt to dispose of any SARs in
contravention of the above restriction shall be null and void and without effect.



     (b) Vesting of SARs. Subject to Sections 2(d) and 2(e) below, the SARs subject to the Award
shall vest with respect to [specify vesting schedule]. The vesting schedule requires continued
employment or service through each applicable vesting date as a condition to the



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vesting of the applicable installment of the Award and the rights and benefits under this
Agreement. Employment or service for only a portion of the vesting period, even if a substantial
portion, will not entitle the Grantee to any proportionate vesting or avoid or mitigate a
termination of rights and benefits upon or following a termination of employment or services as
provided in Sections 2(d) below or under the Plan.



     (c) Exercise and Payment of SARs. On the date one or more SARs subject to the Award vest, the
SARs shall be paid by the Company delivering to the Grantee (subject to tax withholding as provided
in Section 2(f)) a number of Shares equal to the number of SARs that vested on that date. The
Company shall issue such Shares either (i) in certificate form or (ii) in book entry form,
registered in the name of the Grantee. Delivery of any certificates will be made to the Grantee’s
last address reflected on the books of the Company and its Subsidiaries unless the Company is
otherwise instructed in writing. Delivery of the shares will be made on or as soon as practical
after the date the SARs become vested, and in all cases no later than two and one-half months after
such vesting date. Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or
personal representatives shall have any further rights or interests in any SARs that are so paid.
Notwithstanding the foregoing, the Company shall have no obligation to issue Shares in payment of
the SARs unless such issuance and such payment shall comply with all relevant provisions of law and
the requirements of any Stock Exchange.



     (d) Termination of Employment. In the event of the termination of the Grantee’s employment or
service with the Company, Parent or any Subsidiary for any reason prior to the vesting of the Award
in accordance with Section 2(b) hereof with respect to any of the SARs granted hereunder, such SARs
held by Grantee shall be automatically forfeited by the Grantee as of the date of termination.
Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives
shall have any rights or interests in any SARs that are so forfeited.



     (e) Corporate Transactions. The following provisions shall apply to the corporate
transactions described below:




     (i) In the event of a proposed dissolution or liquidation of the Company, the Award
will terminate and be forfeited immediately prior to the consummation of such proposed
transaction, unless otherwise provided by the Administrator.




     (ii) In the event of a proposed sale of all or substantially all of the assets of the
Company, or the merger of the Company with or into another corporation, the Award shall be
assumed or substituted with an equivalent award by such successor corporation, parent or
subsidiary of such successor corporation; provided that the Administrator may determine, in
the exercise of its sole discretion in connection with a transaction that constitutes a
permissible distribution event under Section 409A(a)(2)(v) of the Code, that in lieu of such
assumption or substitution, the Award shall be vested and non-forfeitable, as to all or any
part of the Award, including SARs as to which the Award would not otherwise be
non-forfeitable.



     (f) Income Taxes. Except as provided in the next sentence, the Company shall withhold and/or
reacquire a number of Shares issued in payment of (or otherwise issuable in payment of, as the case
may be) the SARs having a Fair Market Value equal to the taxes that the Company determines it or
the Employer is required to withhold under applicable tax laws with respect to the SARs (with such
withholding obligation determined based on any applicable



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minimum statutory withholding rates). In the event the Company cannot (under applicable
legal, regulatory, listing or other requirements, or otherwise) satisfy such tax withholding
obligation in such method or in the event that the SARs are for any reason to be settled in cash
(as opposed to Shares), the Company may satisfy such withholding by any one or combination of the
following methods: (i) by requiring the Grantee to pay such amount in cash or check; (ii) by
reducing the amount of any cash otherwise payable to the Grantee with respect to the SARs; (iii) by
deducting such amount out of any other compensation otherwise payable to the Grantee; and/or (iv)
by allowing the Grantee to surrender shares of Common Stock of the Company which (a) in the case of
shares initially acquired from the Company (upon exercise of a stock option or otherwise), have
been owned by the Grantee for such period (if any) as may be required to avoid a charge to the
Company’s earnings, and (b) have a Fair Market Value on the date of surrender equal to the amount
required to be withheld. For these purposes, the Fair Market Value of the Shares to be withheld or
repurchased, as applicable, shall be determined on the date that the amount of tax to be withheld
is to be determined.


Section 3.     Miscellaneous




     (a) Notices. Any and all notices, designations, consents, offers, acceptances and any other
communications provided for herein shall be given in writing and shall be delivered either
personally or by registered or certified mail, postage prepaid, which shall be addressed, in the
case of the Company to both the Chief Financial Officer and the General Counsel of the Company at
the principal office of the Company and, in the case of the Grantee, to the Grantee’s address
appearing on the books of the Company or to the Grantee’s residence or to such other address as may
be designated in writing by the Grantee.



     (b) No Right to Continued Employment. Nothing in the Plan or in this Agreement shall confer
upon the Grantee any right to continue in the employ of the Company, a Parent or any Subsidiary or
shall interfere with or restrict in any way the right of the Company, Parent or any Subsidiary,
which is hereby expressly reserved, to remove, terminate or discharge the Grantee at any time for
any reason whatsoever, with or without Cause and with or without advance notice.



     (c) Bound by Plan. By signing this Agreement, the Grantee acknowledges that he/she has
received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by
all the terms and provisions of the Plan.



     (d) Successors. The terms of this Agreement shall be binding upon and inure to the benefit of
the Company, its successors and assigns, and of the Grantee and the beneficiaries, executors,
administrators, heirs and successors of the Grantee.



     (e) Invalid Provision. The invalidity or unenforceability of any particular provision thereof
shall not affect the other provisions hereof, and this Agreement shall be construed in all respects
as if such invalid or unenforceable provision had been omitted.



     (f) Modifications. No change, modification or waiver of any provision of this Agreement shall
be valid unless the same is in writing and signed by the parties hereto.



     (g) Entire Agreement. This Agreement and the Plan contain the entire agreement and
understanding of the parties hereto with respect to the subject matter contained herein and therein
and supersede all prior communications, representations and negotiations in respect thereto.



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     (h) Governing Law. This Agreement and the rights of the Grantee hereunder shall be construed
and determined in accordance with the laws of the State of Delaware.



     (i) Headings. The headings of the Sections hereof are provided for convenience only and are
not to serve as a basis for interpretation or construction, and shall not constitute a part, of
this Agreement.



     (j) Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.



          IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of
the ___day of ___, 2007.




	 	 	 	 	 
	 	YAHOO! INC.

 	 
	 	By:  	 	 
	 	Its:  	 
	 	 	 	 
	 
	 

	[Insert Name]	 
	 
	 	 	 	 
	 

	Signature:
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	Printed Name:
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	Address:
	 	 
	 

	 	 	 	 
	 

	 
	 	 
	 

	 	 






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