Exhibit 10.2





July 13, 2012 

Dear Alan, 

Congratulations! We are
happy to offer you the position of Corporate Controller with Yelp Inc. This
offer is conditioned on you passing our background, providing proof of your
identity and ability to legally work within the United States, and signing our
standard Confidentiality and Invention Assignment Agreement.

Here’s what you need to
know if you accept:

1.
Basics


Your employment will start
on July 26, 2012, and will be reporting to Rob Krolik on our Finance team. You
will work primarily in San Francisco, California, although you may also be
required to work at other Yelp offices and locations from time to time. As an
exempt salaried employee, you will be expected to work the hours, including
evenings and weekends, required to perform your job duties.

2.
Compensation


The annualized salary for
this position is $190,000, less required and designated payroll deductions and
withholdings, payable pursuant to our regular payroll policy. We currently make
payments twice a month. 

You will also be paid a one
time signing bonus of $10,000 within the first two weeks of your start date.
This signing bonus will be earned evenly over your first year of employment with
Yelp. In the event that your employment with Yelp terminates for any reason
before the completion of twelve (12) full months with the Company, you will
refund a pro-rata share of this signing bonus immediately. 

3.
Stock
Options 

Yelp will recommend that
its Board of Directors grant you an option to purchase 15,000 shares of Yelp’s
common stock with an exercise price equal to the fair market value on the date
of the grant. The option will vest according to a four-year vesting schedule,
with one quarter of the shares vesting at the end of your first year of
employment, and the remaining shares vesting ratably on a monthly basis over the
next three years. Vesting is conditioned on your continued employment with Yelp.
The option will be an incentive stock option to the maximum extent allowed under
the tax code, and will be subject to the terms of Yelp’s stock plan and a
separate stock option agreement between you and Yelp. 

We may change your
compensation and benefits from time to time in our sole discretion. 

4.
Benefits


We’re happy to make our
standard benefits package available to you, including health, dental, vision,
term life insurance, long-term disability, and 401K plans. You’re also eligible
for fifteen (15) days of paid time off per year, prorated for the remainder of
the calendar year. Please feel free to ask HR for more details on
benefits.









5.
Dispute Resolution and
Other Policies


Like every company, we have
our share of do’s and don’ts, and other company policies. Your continued
employment at Yelp will be conditioned on your complying with these policies. In
particular, you will need to comply with our Employee Handbook, which sets forth
a range of important policies. Please note the dispute resolution policy in
particular, which calls for disputes between you and Yelp to be adjudicated
through binding arbitration rather than the courts. You may opt-out of this
policy, as described therein. We will make the Employee Handbook available to
you on our intranet site when you start. Please read it carefully. Your
continued employment at Yelp will constitute your acknowledgement and acceptance
of these policies. 

6.
At-Will
Employment 

Your position with Yelp
will be “at-will,” meaning that both you and Yelp may terminate your employment
at any time, for any reason, and without notice. This letter contains the entire
agreement between you and Yelp regarding the right and ability of either you or
Yelp to terminate your employment. In addition, please note that we may change
your position, duties, compensation, benefits, and work location from time to
time in our sole discretion. 

7.
Miscellaneous


By signing below, you
represent that taking and performing the position Yelp is offering you will not
violate the terms of any agreements you may have with others, including any
former employers. You also understand that in your work for Yelp, you will be
prohibited from using or disclosing any confidential, proprietary or trade
secret information of any former employer or other person to whom you have an
obligation of confidentiality. Rather, you will be required to use only
information that is generally known and used by persons with training and
experience comparable to your own, is common knowledge in the industry or
otherwise legally in the public domain, or is otherwise provided or developed by
Yelp. You agree that you will not bring into the office — or use in your work
for Yelp — any unpublished documents or property belonging to any former
employer or third party that you are not authorized to use for that purpose or
disclose. You also represent that you have disclosed to Yelp any contract you
have signed that might restrict your activities on behalf of Yelp. 

8.
Conclusion


This letter, together with
the Confidentiality and Invention Assignment Agreement and Yelp’s Code of
Conduct, will form the complete and exclusive statement of your employment
agreement with Yelp (“Employment Agreement”). The Employment Agreement
supersedes any other agreements, promises or representations made to you by
anyone, whether oral or written, regarding the subject matter of the Employment
Agreement. The Employment Agreement cannot be changed except in a written
agreement signed by you and a duly authorized officer of Yelp. 

We are committed to hiring
employees like you that have the courage, creativity, and experience to develop
new ideas for new markets. We look forward to you joining us! Please sign the
bottom of this letter and return it to accept this offer. This offer will terminate if we do not receive
confirmation of your acceptance by Monday, July 16, 2012.

Sincerely, 

	
      Rob
    Krolik
	
	
      Yelp Inc.
    
	
	 	 
	 	 
	/s/ Alan Ramsay	7/13/12
	Employee
      Acceptance/Signature	Date