exv10w23xcy



 





Exhibit 10.23(C)




YAHOO! INC.

1995 STOCK PLAN

(AS AMENDED AND RESTATED JUNE 12, 2007)

RESTRICTED STOCK UNIT AWARD AGREEMENT




          THIS RESTRICTED STOCK UNIT 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 Restricted Stock Units;




          WHEREAS, the Company desires to grant to the Grantee the number of Restricted Stock Units
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 Restricted Stock Unit Award




     (a) Grant of Restricted Stock Units. The Company hereby grants to the Grantee ___
Restricted Stock Units (the “Award”) 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 Restricted Stock Units provided in Section 1(a) shall be subject to the following
terms, conditions and restrictions:



     (a) Limitations on Rights Associated with Units. The Restricted Stock Units are bookkeeping
entries only. The Grantee shall have no rights as a stockholder of the Company, no dividend rights
and no voting rights with respect to the Restricted Stock Units.



     (b) Restrictions. Restricted Stock Units 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, during the Restricted Unit Period. Any attempt to dispose of any
Restricted Stock Units in contravention of the above restriction shall be null and void and
without effect.




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     (c) Lapse of Restrictions. [Vesting provisions to be determined at the time of grant.]



     (d) Timing and Manner of Payment of Restricted Stock Units.



     [As soon as practicable after the date any Restricted Stock Units subject to the Award become
non-forfeitable (the “Payment Date”), such Restricted Stock Units shall be paid in a lump sum cash
payment equal in the aggregate to the Fair Market Value of a Share on the Payment Date multiplied
by the number of such Restricted Stock Units that become non-forfeitable upon that Payment 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 Restricted Stock Units that are so paid.]



     [As soon as practicable after the date any Restricted Stock Units subject to the Award become
non-forfeitable (the “Payment Date”), such Restricted Stock Units shall be paid by the Company
delivering to the Grantee, a number of Shares equal to the number of Restricted Stock Units that
become non-forfeitable upon that Payment Date. The Company shall issue the 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. Neither the Grantee
nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any
further rights or interests in any Restricted Stock Units that are so paid. Notwithstanding the
foregoing, the Company shall have no obligation to issue Shares in payment of the Restricted Stock
Units unless such issuance and such payment shall comply with all relevant provisions of law and
the requirements of any Stock Exchange.]



     [As soon as practicable after the date any Restricted Stock Units subject to the Award become
non-forfeitable (the “Payment Date”), such Restricted Stock Units shall be paid, at the Company’s
option, (i) in a lump sum cash payment equal in the aggregate to the Fair Market Value of a Share
on the Payment Date multiplied by the number of such Restricted Stock Units that become
non-forfeitable upon that Payment Date or (ii) by the Company delivering to the Grantee a number of
Shares equal to the number of Restricted Stock Units that become non-forfeitable upon that Payment
Date. If the Restricted Stock Units are paid in Shares, the Company shall issue the 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. Neither
the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall
have any further rights or interests in any Restricted Stock Units that are so paid.
Notwithstanding anything herein to the contrary, the Company shall have no obligation to issue
Shares in payment of the Restricted Stock Units unless such issuance and such payment shall comply
with all relevant provisions of law and the requirements of any Stock Exchange.]



     (e) Termination of Employment. In the event of the termination of Grantee’s employment or
service with the Company, Parent or any Subsidiary for any reason prior to the lapsing of the
restrictions in accordance with Section 2(c) hereof with respect to any of the Restricted Stock
Units granted hereunder , such portion of the Restricted Stock Units 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 Restricted Stock Units that are so forfeited.




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     (f) 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 and any conditions
or restrictions on the Award shall lapse, as to all or any part of the Award, including
Restricted Stock Units as to which the Award would not otherwise be non-forfeitable.



     (g) 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 Restricted Stock Units 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
Restricted Stock Units (with such withholding obligation determined based on any applicable 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 Restricted Stock Units are paid 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 Grantee with respect to the Restricted Stock Units; (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.




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     (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.



     (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.





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     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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