exv10w23xay



 





Exhibit 10.23(A)




YAHOO! INC.

1995 STOCK PLAN

(AS AMENDED AND RESTATED JUNE 12, 2007)

STOCK OPTION AGREEMENT





	1.	 	Grant of Option. Yahoo! Inc., a Delaware corporation (the “Company”), hereby grants to the
Optionee named in the Notice of Grant (the “Optionee”), an option (the “Option”) to purchase
the total number of shares of Common Stock (the “Shares”) set forth in the Notice of Grant, at
the exercise price per share set forth in the Notice of Grant (the “Exercise Price”) subject
to the terms, definitions and provisions of the 1995 Stock Plan, as amended (the “Plan”),
adopted by the Company, which is incorporated in this Agreement by reference. In the event of
a conflict between the terms of the Plan and the terms of this Agreement, the terms of the
Plan shall govern. Unless otherwise defined in this Agreement, the terms used in this
Agreement shall have the meanings defined in the Plan.
	 
	 	 	If designated as an Incentive Stock Option in the Notice of Grant, this Option is intended
to qualify as an “incentive stock option” as such term is defined in Section 422 of the
Code.
	 
	2.	 	Exercise of Option. This Option shall be exercisable during its term in accordance with the
Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”) and with the
provisions of Sections 9 and 10 of the Plan as follows:






	 	(i)	 	Right to Exercise.






	 	(a)	 	This Option may not be exercised for a fraction of a share.
	 
	 	(b)	 	In the event of the Optionee’s death, disability or other
termination of employment, the exercisability of the Option is governed by
Sections 6, 7 and 8 below, subject to the limitations contained in Sections
2(i)(c) and (d).
	 
	 	(c)	 	In no event may this Option be exercised after the date of
expiration of the term of this Option as set forth in the Notice of Grant.
	 
	 	(d)	 	If designated as an Incentive Stock Option in the Notice of
Grant, in the event that this Option becomes exercisable at a time or times
which, when this Option is aggregated with all other incentive stock options
granted to the Optionee by the Company or any Parent or Subsidiary, would
result in Shares having an aggregate fair market value (determined for each
Share as of the Date of Grant of the option covering such Share) in excess of
$100,000 becoming first available for purchase upon exercise of one or more
incentive stock options during any calendar year, the amount in excess of
$100,000 shall be treated as a Nonstatutory Stock Option, pursuant to Section
5(b) of the Plan.






 









 






	 	(ii)	 	Method of Exercise.






	 	(a)	 	This Option shall be exercisable by delivering notice to the
Company or a broker designated by the Company in such form and through such
delivery method as shall be acceptable to the Company or the designated broker,
as appropriate (the “Exercise Notice”). The Exercise Notice shall specify the
election to exercise the Option and the number of Shares in respect of which
the Option is being exercised, shall include such other representations and
agreements as to the holder’s investment intent with respect to such shares of
Common Stock as may be required by the Company pursuant to the provisions of
the Plan and applicable law, and shall be accompanied by payment of the
Exercise Price. This Option shall be deemed to be exercised upon receipt by
the Company or the designated broker of such notice accompanied by the Exercise
Price.
	 
	 	(b)	 	As a condition to the exercise of this Option, the Optionee
agrees to make adequate provision for federal, state or other tax withholding
obligations, if any, which arise upon the exercise of the Option or disposition
of Shares, whether by withholding, direct payment to the Company, or otherwise.
	 
	 	(c)	 	No Shares will be issued pursuant to the exercise of an Option
unless such issuance and such exercise shall comply with all relevant
provisions of law and the requirements of any Stock Exchange. Assuming such
compliance, for income tax purposes the Shares shall be considered transferred
to the Optionee on the date on which the Option is exercised with respect to
such Shares.






	3.	 	Continuance of Employment/Service Required. The Vesting Schedule requires continued
employment or service through each applicable vesting date as a condition to the vesting of
the applicable installment of the Option 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 Optionee 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 6, 7 and 8 below or under the Plan.
	 
	4.	 	Method of Payment. Payment of the Exercise Price shall be by any of, or a combination of,
the following methods at the election of the Optionee: (i) cash; (ii) check; (iii) surrender
of other 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 Optionee 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 aggregate
exercise price of the Shares as to which said Option shall be exercised; or (iv) delivery of a
properly executed Exercise Notice together with irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds required to pay the
exercise price; provided that the






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	 	 	Administrator may from time to time limit the availability of any non-cash payment
alternative.
	 
	5.	 	Restrictions on Exercise. This Option may not be exercised until such time as the Plan has
been approved by the stockholders of the Company, or if the issuance of such Shares upon such
exercise or the method of payment of consideration for such shares would constitute a
violation of any applicable federal or state securities or other law or regulation, including
any rule under Part 207 of Title 12 of the Code of Federal Regulations (“Regulation G”) as
promulgated by the Federal Reserve Board. As a condition to the exercise of this Option, the
Company may require the Optionee to make any representation and warranty to the Company as may
be required by any applicable law or regulation.
	 
	6.	 	Termination of Relationship. In the event of termination of the Optionee’s Continuous Status
as an Employee or Consultant, the Optionee may, to the extent otherwise so entitled at the
date of such termination (the “Termination Date”), exercise this Option during the Termination
Period set out in the Notice of Grant. To the extent that the Optionee was not entitled to
exercise this Option at the date of such termination, or if the Optionee does not exercise
this Option within the time specified in the Notice of Grant, the Option shall terminate.
Further, to the extent allowed by applicable law, if the Optionee is indebted to the Company
on the date of termination, the Optionee’s right to exercise this Option shall be suspended
until such time as the Optionee satisfies in full any such indebtedness.
	 
	7.	 	Disability of Optionee. Notwithstanding the provisions of Section 6 above, in the event of
termination of the Optionee’s Continuous Status as an Employee or Consultant as a result of
Total Disability, the Optionee may, but only within twelve (12) months from the date of
termination of employment (but in no event later than the date of expiration of the term of
this Option as set forth in Section 10 below), exercise the Option to the extent otherwise so
entitled at the date of such termination. To the extent that the Optionee was not entitled to
exercise the Option at the date of termination, or if the Optionee does not exercise such
Option (to the extent otherwise so entitled) within the time specified in this Agreement, the
Option shall terminate.
	 
	8.	 	Death of Optionee. In the event of the death of the Optionee during the period of the
Optionee’s Continuous Status as an Employee or Consultant, or within thirty (30) days
following the termination of the Optionee’s Continuous Status as an Employee or Consultant,
the Option may be exercised, at any time within twelve (12) months following the date of the
Optionee’s death (but in no event later than the date of expiration of the term of this Option
as set forth in Section 10 below), by the Optionee’s estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only to the extent the Optionee
was entitled to exercise the Option at the date of death or, if earlier, the date of
termination of the Optionee’s Continuous Status as an Employee or Consultant. To the extent
that the Optionee was not entitled to exercise the Option at the date of death or termination,
as the case may be, or if the Optionee’s estate or the person who acquired the right to
exercise the Option by bequest or






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	 	 	inheritance does not exercise such Option (to the extent otherwise so entitled) within the
time specified in this Agreement, the Option shall terminate.
	 
	9.	 	Non-Transferability of Option. This Option may not be transferred in any manner otherwise
than by will or by the laws of descent or distribution. The designation of a beneficiary does
not constitute a transfer. This Option may be exercised during the lifetime of the Optionee
only by the Optionee. The terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
	 
	10.	 	Term of Option. This Option may be exercised only within the term set out in the Notice of
Grant, and may be exercised during such term only in accordance with the Plan and the terms of
this Option.
	 
	11.	 	No Additional Employment Rights. The Optionee understands and agrees that the vesting of
Shares pursuant to the Vesting Schedule is earned only by continuing as an Employee or
Consultant at the will of the Company (not through the act of being hired, being granted this
Option or acquiring Shares under this Agreement). The Optionee further acknowledges and
agrees that nothing in this Agreement, nor in the Plan which is incorporated in this Agreement
by reference, shall confer upon the Optionee any right with respect to continuation as an
Employee or Consultant with the Company, nor shall it interfere in any way with his or her
right or the Company’s right to terminate his or her employment or consulting relationship at
any time, with or without cause.
	 
	12.	 	Notice of Disqualifying Disposition of Incentive Stock Option Shares. If the Option granted
to the Optionee in this Agreement is an Incentive Stock Option, and if the Optionee sells or
otherwise disposes of any of the Shares acquired pursuant to the Incentive Stock Option on or
before the later of (a) the date two years after the Date of Grant, or (b) the date one year
after transfer of such Shares to the Optionee upon exercise of the Incentive Stock Option, the
Optionee shall notify the Company in writing within thirty (30) days after the date of any
such disposition. The Optionee agrees that the Optionee may be subject to the tax withholding
provisions of Section 13 below in connection with such sale or disposition of such Shares.
	 
	13.	 	Tax Withholding. The Optionee shall pay to the Company promptly upon request, and in any
event at the time the Optionee recognizes taxable income in respect of the Option, an amount
equal to the taxes the Company determines it is required to withhold under applicable tax laws
with respect to the Option. Such payment may be made by any of, or a combination of, the
following methods: (i) cash or check; (ii) out of the Optionee’s current compensation; (iii)
surrender of other 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 Optionee 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; (iv) by electing to have the Company withhold from the Shares
to be issued upon exercise of the Option that number of Shares having a Fair Market Value
equal to the minimum statutory amount required to be withheld or (v) delivery of a properly
executed Exercise Notice together with irrevocable instructions to a broker to deliver
promptly to the Company the






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	 	 	amount of sale or loan proceeds required to pay the amount required to be withheld; provided
that the Administrator may from time to time limit the availability of any non-cash payment
alternative. For these purposes, the Fair Market Value of the Shares to be withheld shall
be determined on the date that the amount of tax to be withheld is to be determined (the
“Tax Date”).
	 
	 	 	All elections by the Optionee to have Shares withheld to satisfy tax withholding obligations
shall be made in writing in a form acceptable to the Administrator and shall be subject to
the following restrictions:






	 	(i)	 	the election must be made on or prior to the applicable Tax Date;
	 
	 	(ii)	 	once made, the election shall be irrevocable as to the particular Shares of the
Option as to which the election is made;
	 
	 	(iii)	 	all elections shall be subject to the consent or disapproval of the
Administrator;
	 
	 	(iv)	 	if the Optionee is subject to Section 16 of the Exchange Act, the election must
comply with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act
and shall be subject to such additional conditions or restrictions as may be required
thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act
with respect to Plan transactions.






	14	 	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 Optionee, to the
Optionee’s address appearing on the books of the Company or to the Optionee’s residence or to
such other address as may be designated in writing by the Optionee.
	 
	15.	 	Bound by Plan. By signing this Agreement, the Optionee 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.
	 
	16.	 	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 Optionee and the beneficiaries, executors,
administrators, heirs and successors of the Optionee.
	 
	17.	 	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.
	 
	18	 	Entire Agreement. This Agreement, the Notice of Grant 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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	19.	 	Governing Law. This Agreement and the rights of the Optionee hereunder shall be construed
and determined in accordance with the laws of the State of Delaware.
	 
	20.	 	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.
	 
	21.	 	Signature. This Agreement shall be deemed executed by the Company and the Optionee upon
execution by such parties of the Notice of Grant attached to this Agreement.






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