Exhibit 10.23


 


YAHOO! INC.


1995 STOCK PLAN

(AS AMENDED AND RESTATED MAY 19, 2005)


STOCK APPRECIATION RIGHTS AWARD
AGREEMENT


 


THIS
STOCK APPRECIATION RIGHTS AWARD AGREEMENT (the “Agreement”), dated as of ______________,
2006 (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 $0.00 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 [   ]. The vesting schedule requires
continued employment or service through each applicable vesting date as a
condition to the vesting of the applicable 


 


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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 Affiliates 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, Subsidiary or any Affiliate 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.1  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.


 






1  [The Administrator may provide, in its sole
discretion, that upon the termination of the Grantee’s Continuous Status as an
Employee or Consultant (i) without Cause, (ii) by the Grantee for
Good Reason, or (iii) due to the Grantee’s death or Total Disability, the
SARs shall become fully or partially non-forfeitable on the date of such
termination.]


 


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(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 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) either
have been owned by the Grantee for more than six (6) months as of the date
of surrender or were not acquired, directly or indirectly, from the Company,
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, a Subsidiary or any Affiliate
or shall interfere with or restrict in any way the right of the Company,
Parent, Subsidiary or any Affiliate, 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.


 


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(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.


 


 


IN
WITNESS WHEREOF, this Agreement has been executed and delivered by the parties
hereto as of the ____ day of ___________, 2006.


 


	
   

  	
  YAHOO! INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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