Amended and Restated Offer Letter, between Registrant and Geoff Donaker



 Exhibit 10.7 
 February 3, 2012 
 Mr. Geoff Donaker 

Via email 
 Re: Amended and
Restated Terms of Employment by Yelp Inc. 
 Dear Geoff: 
 I am very pleased to confirm the terms of your continuing employment with Yelp Inc., a Delaware corporation (the “Company” or “Yelp”), in the position of
Chief Operating Officer, reporting to the Company’s Chief Executive Officer. This letter (the “Letter”) amends and restates our original offer letter, dated January 1, 2006 (the “Prior
Letter”), in its entirety. 
 1. Salary. Effective as of January 1, 2012, your annual base salary is $300,000
per year (as adjusted from time to time, your “Salary”), less all applicable deductions required by law, which is payable at the times and in the installments consistent with the Company’s then current payroll practice.
Your Salary is subject to periodic review and adjustment in accordance with the Company’s policies as in effect from time to time. 
 2.
Incentive Compensation & Benefits. You are eligible to participate in the incentive compensation programs, insurance programs and other employee benefit plans established by the Company for its employees from time to time in
accordance with the terms of those programs and plans. The Company reserves the right to change the terms of its programs and plans at any time. 
 3. Equity Compensation. The Company has previously granted certain equity compensation awards to you, including awards under one or more of the Company’s equity incentive plans. This
Letter does not amend any of your outstanding awards, each of which remains subject to its respective current award agreement and plan covering such award. 
 4. Executive Severance Plan. You are eligible to participate in the Yelp Inc. Executive Severance Benefit Plan (the “Severance Plan”), subject to the terms and
conditions thereof. For clarity, nothing in the Severance Plan modifies the vesting or other terms of your existing equity award agreements. 

5. Confidentiality. As an employee of the Company, you have access to certain confidential information of the Company and you may, during
the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, you signed the Company’s standard Confidentiality Agreement (the
“Confidentiality Agreement,” the terms of which are incorporated by reference herein) as a condition of your employment. Nothing in this letter modifies the terms of the Confidentiality Agreement, which remains in full force
and effect. You further understand and agree that you will not to disclose any other information that has not been presented to you for public usage. 







 6. Non-Disparagement and Non-Solicitation. 

(a) At all times during your Yelp employment, you agree that you will not take any actions which reasonably could disrupt Yelp’s
client/user base or business, or tarnish Yelp’s reputation, including but not limited to (i) making disparaging, false and/or misleading statements (orally or in writing) about Yelp or any of its subsidiaries, affiliates, current or
former executives, officers, directors, clients, users, products, or services that would likely be harmful to its or their business, business reputation or personal reputation; provided that, you may make statements that are required or protected by
law (including statements concerning the terms and conditions of your employment) or statements that are required in connection with your assigned responsibilities (ii) making bulk changes to the content you contribute or have contributed to
Yelp’s websites (e.g., bulk removal of your photos or reviews), or (iii) contacting Yelp users using Yelp’s websites or Yelp confidential information to market any non-Yelp related product or service. In addition, you agree not
to use Yelp’s websites or Yelp confidential information to announce or discuss your employment termination from the Company, except as expressly permitted by the Company in writing. 

(b) At all times during the period of your Yelp employment and for the one (1) year period thereafter, you will not, directly or
indirectly, either for yourself or on behalf of another company (i) recruit or otherwise solicit any Yelp employee or contributor to terminate his or her relationship with Yelp, or (ii) interfere or attempt to interfere with any existing
relationship between Yelp and any Yelp customer. 
 Nothing in this Section 6 is intended to restrain you in any manner from engaging in
any lawful profession, trade or business of any kind. 
 7. Dispute Resolution. Nothing in this Letter modifies the terms of the
Dispute Resolution Policy, if any, which you may have previously entered into with the Company. 
 8. Section 409A.
Notwithstanding anything to the contrary in this Letter, it is intended that the benefits and other payments payable under this Letter satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code
provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5), and 1.409A-(b)(9) and this Letter will be construed to the greatest extent possible as consistent with those provisions. For purposes of Section 409A of the Code and
the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”) (including, without limitation, Treasury Regulations Section 1.409A-2(b)(2)(iii)), all payments made under
this Letter and the Severance Plan will be treated as a right to receive a series of separate payments and, accordingly, each installment payment will at all times be considered a separate and distinct payment. 

It is intended that any payment and any other benefits provided under this Letter or the Severance Plan that are not exempt from
application of Section 409A will be interpreted and administered so as to comply with the requirements of Section 409A to the greatest extent possible, including the requirement that, notwithstanding any provision to the contrary in this
Letter or the Severance Plan, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, and to the extent any payments due to you by
the Company upon a Separation from Service are 

  
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deemed to be “deferred compensation,” then to the extent delayed commencement of any portion of such payments (or delayed issuance of any shares subject to equity awards that are not
themselves exempt from Section 409A) is required to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code and the related adverse taxation under Section 409A, such payments will not be provided to you (or such
shares issued) prior to the earliest of (a) the expiration of the six month period measured from the date of your Separation from Service with the Company, (b) the date of your death, or (c) such earlier date as permitted under
Section 409A without the imposition of adverse taxation, and on the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph will be paid in a
lump sum to you, and any remaining payments due will be paid as otherwise provided in this Letter or the Severance Plan, without interest. 
 9.
At Will Employment. While we look forward to a long and profitable relationship, you will be an at will employee of the Company, which means the employment relationship can be terminated by either of us for any reason, at any time,
with or without prior notice and with or without cause. However, given the prominent nature of your role with the company, we ask that you provide a minimum of sixty (60) days’ advance notice if you decide to terminate your employment
relationship with Yelp. During this time, we would expect you to perform your customary job duties, and assist as requested by Yelp in transitioning outstanding projects, tasks and relationships to other Yelp personnel. That said, nothing in this
paragraph is intended to alter your at will employment relationship with Yelp, and your employment will remain on an at will basis. Any statements or representations to the contrary (and any statements contradicting any provision in this Letter)
should be regarded by you as ineffective. Further, your participation in any stock incentive or benefit program is not to be regarded as assuring you of continuing employment for any particular period of time. Any modification or change in your at
will employment status may occur only by way of a written employment agreement signed by you and an authorized member of the Board of Directors. 
 10. Entire Agreement. This Letter, including your Confidentiality Agreement, and any other documents referred to herein, constitute the entire agreement and understanding of the parties with
respect to the subject matter of this Letter, and supersede any and all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof, including, without
limitation, the Prior Letter. 
 11. Severability. You understand that any violation of Sections 5 or 6 could irreparably harm
Yelp’s business and/or its growth potential and that, as such, Yelp may seek damages from you, in accordance with applicable law. If any provision of this Letter or any portion thereof is declared invalid, illegal, or incapable of being
enforced by any court of competent jurisdiction, the remainder of such provisions and all of the remaining provisions of this Letter agreement shall continue in full force and effect. 
 12. Acceptance. Please sign the enclosed copy of this Letter in the space indicated and return it to me. Your signature will acknowledge that you have read and understood and agreed to the
terms and conditions of this Letter and the attached documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to call me. 
 We look forward to your continued employment with the Company. 

  
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	Very truly yours,
	
	/s/ Jeremy Stoppelman
	
	YELP INC.
	Jeremy Stoppelman, CEO


 I have read and understood this Letter and hereby acknowledge, accept and agree to the terms as set forth above and
further acknowledge that no other commitments were made to me as part of the terms of my employment except as specifically set forth herein. 
  

							
	 /s/ Geoff Donaker
	 		 	Date signed:	 	 February 3, 2012

	Geoff Donaker	 		 		 	


  
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