2012 Employee Stock Purchase Plan



 Exhibit 10.18 
 YELP INC. 
 2012 EMPLOYEE
STOCK PURCHASE PLAN 
 ADOPTED BY
THE BOARD OF DIRECTORS: JANUARY 25, 2012 

APPROVED BY THE STOCKHOLDERS:
            , 2012 
  

	1.	GENERAL; PURPOSE. 

 (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the
Company to grant a series of Purchase Rights to Eligible Employees. 
 (b) The Company, by means of the Plan, seeks to
retain the services of Eligible Employees, to secure and retain the services of new Employees and to provide incentives for these persons to exert maximum efforts for the success of the Company and its Related Corporations. 

(c) This Plan includes two components: a 423 Component and a Non-423 Component. It is the intention of the Company to have the 423
Component qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be construed in a manner that is consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes the
grant of Purchase Rights under the Non-423 Component that does not meet the requirements of an Employee Stock Purchase Plan because of deviations necessary to permit participation in the Plan by Employees who are foreign nationals or employed
outside of the United States while complying with applicable foreign laws; these Purchase Rights will be granted pursuant to rules, procedures or subplans adopted by the Board designed to achieve these objectives for Eligible Employees and the
Company and its Related Corporations. Except as otherwise provided herein or determined by the Board, the Non-423 Component will operate and be administered in the same manner as the 423 Component. 

(d) If a Participant transfers employment from the Company or any Designated 423 Corporation participating in the 423 Component to
a Designated Non-423 Corporation participating in the Non-423 Component, he or she will immediately cease to participate in the 423 Component; however, any Contributions made for the Purchase Period in which such transfer occurs will be transferred
to the Non-423 Component, and that Participant will immediately join the then current Offering under the Non-423 Component upon the same terms and conditions in effect for his or her participation in the Plan, except for those modifications as may
be required by applicable law. A Participant who transfers employment from a Designated Non-423 Corporation participating in the Non-423 Component to the Company or any Designated 423 Corporation participating in the 423 Component will remain a
Participant in the Non-423 Component until the earlier of (i) the end of the current Offering Period under the 

  
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Non-423 Component, or (ii) the Offering Date of the first Offering in which he or she participates following such transfer. 

 

	2.	ADMINISTRATION. 

 (a) The Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 2(c). 

(b) The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan: 

(i) To determine how and when Purchase Rights will be granted and the provisions of each Offering (which need not
be identical), including which Designated 423 Corporations and Designated Non-423 Corporations will participate in the 423 Component or the Non-423 Component. 
 (ii) To designate from time to time which Related Corporations of the Company will be eligible to participate in the Plan as Designated 423 Corporations and Designated Non-423 Corporations and
which Affiliates will be eligible to participate in the Plan as Designated Non-423 Corporations. 
 (iii)
To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a
manner and to the extent it deems necessary or expedient to make the Plan fully effective. 
 (iv) To
settle all controversies regarding the Plan and Purchase Rights granted under the Plan. 
 (v) To suspend
or terminate the Plan at any time as provided in Section 12. 
 (vi) To amend the Plan at any time as
provided in Section 12. 
 (vii) Generally, to exercise such powers and to perform such acts as it
deems necessary or expedient to promote the best interests of the Company and its Related Corporations and to carry out the intent that the 423 Component be treated as an Employee Stock Purchase Plan. 

(viii) To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan
by Employees who are foreign nationals or employed outside the United States. Without limiting the generality of, but consistent with, the foregoing, the Board specifically is authorized to adopt rules, procedures and subplans, which, for purposes
of the Non-423 Component, may be outside the scope of Section 423 of the Code, regarding, without limitation, eligibility to participate in the Plan, handling and making of Contributions, establishment of bank or trust accounts to hold
Contributions, payment of interest, conversion of 

  
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local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of share issuances, which may vary according to local
requirements. 
 (c) The Board may delegate some or all of the administration of the Plan to a Committee or Committees.
If administration is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a
subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously
delegated. Whether or not the Board has delegated administration of the Plan to a Committee, the Board will have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan. 

(d) All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any
person and will be final, binding and conclusive on all persons. 
  

	3.	SHARES OF COMMON STOCK SUBJECT TO THE PLAN.


 (a) Subject to the provisions of Section 11(a) relating to Capitalization
Adjustments, the maximum number of shares of Common Stock that may be issued under the Plan will not exceed 4,200,000 shares of Common Stock, plus the number of shares that are automatically added on January 1st of each year for a period of up
to ten years, commencing on the first January 1, commencing in 2013 and ending on (and including) January 1, 2022, in an amount equal to the lesser of (i) 2% of the total number of shares of Capital Stock outstanding on
December 31st of the preceding calendar year, and (ii) 20,000,000 shares of Common Stock. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide that there will be no January 1st increase in the share reserve for that calendar year or that the
increase in the share reserve for that calendar year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence. 
 (b) If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not purchased under that Purchase Right will again become available for
issuance under the Plan. 
 (c) The stock purchasable under the Plan will be shares of authorized but unissued or
reacquired Common Stock, including shares repurchased by the Company on the open market. 
  

	4.	GRANT OF PURCHASE RIGHTS; OFFERING. 


(a) The Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering on
Offering Dates selected by the Board. Each Offering will be in such form and will contain such terms and conditions as the Board will deem 

  
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appropriate, and with respect to the 423 Component will comply with the requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and
privileges. The provisions of separate Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by reference in the document comprising the Offering or otherwise) the period during which
the Offering will be effective, which period will not exceed 27 months beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive. 

(b) If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in forms
delivered to the Company: (i) each form will apply to all of his or her Purchase Rights under the Plan, and (ii) a Purchase Right with a lower exercise price (or an earlier-granted Purchase Right, if different Purchase Rights have
identical exercise prices) will be exercised to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical exercise prices) will be exercised.

 (c) The Board will have the discretion to structure an Offering so that if the Fair Market Value of the shares of
Common Stock on the first Trading Day of a new Purchase Period within that Offering is less than or equal to the Fair Market Value of the shares of Common Stock on the Offering Date, then (i) that Offering will terminate immediately as of that
first Trading Day, and (ii) the Participants in that terminated Offering will be automatically enrolled in a new Offering beginning on the first Trading Day of the new Purchase Period. 

 

	5.	ELIGIBILITY. 

 (a) Purchase Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section 2(b), to Employees of a Related Corporation or an Affiliate.
Except as provided in Section 5(b), an Employee will not be eligible to be granted Purchase Rights unless, on the Offering Date, the Employee has been in the employ of the Company, a Related Corporation or an Affiliate, as the case may be, for
such continuous period preceding that Offering Date as the Board may require, but in no event will the required period of continuous employment be equal to or greater than two years. In addition, the Board may (unless prohibited by law) provide that
no Employee will be eligible to be granted Purchase Rights under the Plan unless, on the Offering Date, that Employee’s customary employment with the Company, the Related Corporation or the Affiliate is more than 20 hours per week and more than
five months per calendar year or such other criteria as the Board may determine consistent with Section 423 of the Code. 

(b) The Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee will, on or
after the day on which that person becomes an Eligible Employee, receive a Purchase Right under that Offering, which Purchase Right will thereafter be deemed to be a part of that Offering. The Purchase Right will have the same characteristics as any
Purchase Rights originally granted under that Offering, as described herein, except that: 

  
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 (i) the date on which that Purchase Right is granted will be the
“Offering Date” of that Purchase Right for all purposes, including determination of the exercise price of that Purchase Right; 
 (ii) the period of the Offering with respect to that Purchase Right will begin on its Offering Date and end coincident with the end of the original Offering; and 

(iii) the Board may provide that if that person first becomes an Eligible Employee within a specified period of
time before the end of the Offering, he or she will not receive any Purchase Right under that Offering. 
 (c) No
Employee will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights are granted, that Employee owns stock possessing five percent or more of the total combined voting power or value of all classes of stock
of the Company or of any Related Corporation (unless otherwise required by law). For purposes of this Section 5(c), the rules of Section 424(d) of the Code will apply in determining the stock ownership of any Employee, and stock which that
Employee may purchase under all outstanding Purchase Rights and options will be treated as stock owned by that Employee. 

(d) As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights only if those Purchase
Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations, do not permit that Eligible Employee’s rights to purchase stock of the Company or any Related Corporation to
accrue at a rate which exceeds $25,000 of Fair Market Value of such stock (determined at the time such rights are granted, and which, with respect to the Plan, will be determined as of their respective Offering Dates) for each calendar year in which
such rights are outstanding at any time. 
 (e) Officers of the Company and any Designated Company, if they are otherwise
Eligible Employees, will be eligible to participate in Offerings under the Plan. Notwithstanding the foregoing, the Board may (unless prohibited by law) provide in an Offering that Employees who are highly compensated Employees within the meaning of
Section 423(b)(4)(D) of the Code will not be eligible to participate. 
  

	6.	PURCHASE RIGHTS; PURCHASE PRICE. 


(a) On each Offering Date, each Eligible Employee will be granted a Purchase Right under the applicable Offering to purchase up to
that number of shares of Common Stock purchasable either with a percentage or with a maximum dollar amount, as designated by the Board but in either case not exceeding 15%, of that Employee’s earnings (as defined by the Board in each Offering)
during the period that begins on the Offering Date (or such other date as the Board determines for a particular Offering) and ends on the date stated in the Offering, which date will be no later than the end of the Offering. 

(b) The Board will establish one or more Purchase Dates during an Offering on which Purchase Rights granted for that Offering will
be exercised and shares of Common Stock will be purchased in accordance with that Offering. 

  
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 (c) In connection with each Offering made under the Plan, the Board may specify
(i) a maximum number of shares of Common Stock that may be purchased by any Participant on any Purchase Date during that Offering, (ii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants pursuant
to that Offering and/or (iii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares of Common Stock issuable upon exercise of
Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence of any Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation of the shares of Common
Stock available will be made in as nearly a uniform manner as will be practicable and equitable. 
 (d) The purchase
price of shares of Common Stock acquired pursuant to Purchase Rights will be not less than the lesser of: 

(i) an amount equal to 85% of the Fair Market Value of the shares of Common Stock on the Offering Date; or

 (ii) an amount equal to 85% of the Fair Market Value of the shares of Common Stock on the applicable
Purchase Date. 
  

	7.	PARTICIPATION; WITHDRAWAL; TERMINATION. 


(a) An Eligible Employee may elect to authorize payroll deductions as the means of making Contributions by completing and
delivering to the Company, within the time specified in the Offering, an enrollment form provided by the Company. The enrollment form will specify the amount of Contributions not to exceed the maximum amount specified by the Board. Each
Participant’s Contributions will be credited to a bookkeeping account for that Participant under the Plan and will be deposited with the general funds of the Company except where applicable law requires that Contributions be deposited with a
third party. If permitted in the Offering, a Participant may begin Contributions with the first payroll occurring on or after the Offering Date (or, in the case of a payroll date that occurs after the end of the prior Offering but before the
Offering Date of the next new Offering, Contributions from that payroll will be included in the new Offering). If permitted in the Offering, a Participant may thereafter reduce (including to zero) or increase his or her Contributions. If required
under applicable law or if specifically provided in the Offering, in addition to or instead of making Contributions by payroll deductions, a Participant may make Contributions through the payment by cash or check prior to a Purchase Date.

 (b) During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to
the Company a withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon withdrawal, that Participant’s Purchase Right in that Offering will immediately terminate and the Company will
distribute to that Participant all of his or her accumulated but unused Contributions. A Participant’s withdrawal from that Offering will have no effect upon his or her eligibility to participate in any other Offerings under the Plan, but the
Participant will be required to deliver a new enrollment form to participate in future Offerings. 

  
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 (c) Unless otherwise required by applicable law, Purchase Rights granted pursuant to
any Offering under the Plan will terminate immediately if the Participant either (i) is no longer an Employee for any reason or for no reason or (ii) is otherwise no longer eligible to participate. The Company will distribute to that
individual all of his or her accumulated but unused Contributions. 
 (d) During a Participant’s lifetime, Purchase
Rights will be exercisable only by that Participant. Purchase Rights are not transferable by a Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation as described in
Section 10. 
 (e) The Company has no obligation to pay interest on Contributions, unless otherwise required by
applicable law. 
  

	8.	EXERCISE OF PURCHASE RIGHTS. 


(a) On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common
Stock, up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares will be issued unless specifically provided for in the Offering.

 (b) If any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of
Common Stock on the final Purchase Date of an Offering and the remaining amount is less than the amount required to purchase one share of Common Stock, then the remaining amount will be held in that Participant’s account for the purchase of
shares of Common Stock under the next Offering under the Plan, unless the Participant withdraws from or is not eligible to participate in that Offering, in which case such amount will be distributed to the Participant after the final Purchase Date,
without interest (unless otherwise required by applicable law). If the amount of Contributions remaining in a Participant’s account after the purchase of shares of Common Stock on the final Purchase Date of an Offering is at least equal to the
amount required to purchase one whole share of Common Stock, then the remaining amount will not roll over to the next Offering and will instead be distributed in full to the Participant after the final Purchase Date, without interest (unless
otherwise required by applicable law). 
 (c) No Purchase Rights may be exercised to any extent unless the shares of
Common Stock to be issued upon that exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable laws. If on a Purchase Date the shares of Common
Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on that Purchase Date, and the Purchase Date will be delayed until the shares of Common Stock are subject to an effective registration statement
and the Plan is in material compliance, except that the Purchase Date will in no event be more than 27 months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not
registered and the Plan is not in material compliance with all applicable laws, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed to the Participants without interest. 

  
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	9.	COVENANTS OF THE COMPANY. 


The Company will seek to obtain from each federal, state, foreign or other regulatory commission or agency having jurisdiction over the
Plan such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder. If, after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems
necessary for the grant of Purchase Rights or the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue
and sell Common Stock upon exercise of such Purchase Rights. 
  

	10.	DESIGNATION OF BENEFICIARY. 

 (a) The Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any shares of Common Stock and/or Contributions from the
Participant’s account under the Plan if the Participant dies before those shares and/or Contributions are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change the designation of beneficiary.
Any designation and/or change must be on a form approved by the Company. 
 (b) If a Participant dies, and in the absence
of a valid beneficiary designation, the Company will deliver any shares of Common Stock and/or Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its sole discretion, may deliver such shares of Common Stock and/or Contributions to the Participant’s spouse, dependents or relatives, or if no spouse, dependent or relative is known to the Company, then to such
other person as the Company may designate. 
  

	11.	ADJUSTMENTS UPON CHANGES IN COMMON STOCK; CORPORATE
TRANSACTIONS. 

 (a) On a Capitalization Adjustment, the Board will appropriately and
proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities by which the share reserve is to increase automatically each
year pursuant to Section 3(a), (iii) the class(es) and number of securities subject to, and the purchase price applicable to outstanding Offerings and Purchase Rights, and (iv) the class(es) and number of securities that are the
subject of the purchase limits under each ongoing Offering. The Board will make these adjustments, and its determination will be final, binding and conclusive. 
 (b) On a Corporate Transaction, then: (i) any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue
outstanding Purchase Rights or may substitute similar rights (including a right to acquire the same consideration paid to the stockholders in the Corporate Transaction) for outstanding Purchase Rights, or (ii) if any surviving or acquiring
corporation (or its parent company) does not assume or continue such Purchase Rights or does not substitute similar rights for such Purchase Rights, then the Participants’ accumulated Contributions will be used to purchase shares of Common
Stock within ten business days prior to the Corporate Transaction 

  
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under the outstanding Purchase Rights, and the Purchase Rights will terminate immediately after such purchase. 
  

	12.	AMENDMENT, TERMINATION OR SUSPENSION OF THE PLAN.


 (a) The Board may amend the Plan at any time in any respect the Board deems necessary or advisable.
However, except as provided in Section 11(a) relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for which stockholder approval is required by applicable law or listing requirements,
including any amendment that either (i) materially increases the number of shares of Common Stock available for issuance under the Plan, (ii) materially expands the class of individuals eligible to become Participants and receive Purchase
Rights, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which shares of Common Stock may be purchased under the Plan, (iv) materially extends the term of the Plan, or
(v) expands the types of awards available for issuance under the Plan, but in each of (i) through (v) above only to the extent stockholder approval is required by applicable law or listing requirements. 

(b) The Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is
suspended or after it is terminated. 
 (c) Any benefits, privileges, entitlements and obligations under any outstanding
Purchase Rights granted before an amendment, suspension or termination of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person to whom such Purchase Rights were
granted, (ii) as necessary to comply with any laws, listing requirements, or governmental regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive guidance issued
thereunder relating to Employee Stock Purchase Plans) including without limitation any such regulations or other guidance that may be issued or amended after the Effective Date, or (iii) as necessary to obtain or maintain favorable tax,
listing, or regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participant’s consent if such amendment is necessary to ensure that the Purchase Right and/or the Plan complies with the requirements of
Section 423 of the Code. 
  

	13.	CODE SECTION 409A; TAX QUALIFICATION. 


(a) Purchase Rights granted under the 423 Component are intended to be exempt from the application of Section 409A of the Code
under Treasury Regulation Section 1.409A-1(b)(5)(ii). Purchase Rights granted under the Non-423 Component to U.S. taxpayers are intended to be exempt from the application of Section 409A of the Code under the short-term deferral exception
and any ambiguities will be construed and interpreted in accordance with such intent. Subject to Section 13(b) hereof, Purchase Rights granted to U.S. taxpayers under the Non-423 Component will be subject to such terms and conditions that will
permit such Purchase Rights to satisfy the requirements of the short-term deferral exception available under Section 409A of the Code, including the requirement that the shares subject to a Purchase Right be delivered within the short-term
deferral period. Subject to Section 13(b) hereof, in the case of a Participant who would otherwise be subject to Section 409A of the Code, to the extent the Board determines that a Purchase Right or the exercise, payment, settlement or
deferral thereof is 

  
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subject to Section 409A of the Code, the Purchase Right will be granted, exercised, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including U.S.
Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the adoption of the Plan. Notwithstanding the foregoing, the Company
will have no liability to a Participant or any other party if the Purchase Right that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Board with respect
thereto. 
 (b) Although the Company may endeavor to (i) qualify a Purchase Right for favorable tax treatment under
the laws of the United States or jurisdictions outside of the United States or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant
to maintain favorable or avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including Section 13(a) hereof. The Company will be unconstrained in its corporate activities without regard to the potential
negative tax impact on Participants under the Plan. 
  

	14.	EFFECTIVE DATE OF PLAN. 


The Plan will become effective on the IPO Date. No Purchase Rights will be exercised unless and until the Plan has been approved by the
stockholders of the Company, which approval must be within 12 months before or after the date the Plan is adopted (or if required under Section 12(a) above, materially amended) by the Board. 

 

	15.	MISCELLANEOUS PROVISIONS. 

 (a) Proceeds from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company. 

(b) A Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of
Common Stock subject to Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase Rights are recorded in the books of the Company (or its transfer agent). 

(c) The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter
the at will nature of a Participant’s employment, if applicable, or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue in the employ of the Company or a Related Corporation or an Affiliate, or on
the part of the Company or a Related Corporation or an Affiliate to continue the employment of a Participant. 
 (d) The
provisions of the Plan will be governed by the laws of the State of California without resort to that state’s conflicts of laws rules. 
 (e) If any particular provision of the Plan is found to be invalid or otherwise unenforceable, the provision will not affect the other provisions of the Plan, but the Plan will be construed in all
respects as if the invalid provision were omitted. 

  
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	16.	DEFINITIONS. 

 As used in the Plan, the following definitions will apply to the capitalized terms indicated below: 
 (a) “423 Component” means the part of the Plan, which excludes the Non-423 Component, pursuant to which Purchase Rights that satisfy the requirements for Employee Stock
Purchase Plans may be granted to Eligible Employees. 
 (b) “Affiliate” means any branch or
representative office of a Related Corporation, as determined by the Board, whether now or hereafter existing. 
 (c)
“Board” means the Board of Directors of the Company. 
 (d) “Capital
Stock” means each and every class of common stock of the Company, regardless of the number of votes per share. 

(e) “Capitalization Adjustment” means any change that is made in, or other events that occur with respect
to, the Common Stock subject to the Plan or subject to any Purchase Right after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend,
dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as that term is
used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization
Adjustment. 
 (f) “Code” means the U.S. Internal Revenue Code of 1986, as amended. 

(g) “Committee” means a committee of one or more members of the Board to whom authority has been delegated
by the Board. 
 (h) “Common Stock” means, as of the IPO Date, the Class A common stock of
the Company, having 1 vote per share. 
 (i) “Company” means Yelp Inc., a Delaware corporation.

 (j) “Contributions” means the payroll deductions and other additional payments specifically
provided for in the Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for in the Offering, and then only if the Participant
has not already had the maximum permitted amount withheld during the Offering through payroll deductions. 
 (k)
“Corporate Transaction” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: 

  
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 (i) the consummation of a sale or other disposition of all or
substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries; 
 (ii) the consummation of a sale or other disposition of at least 50% of the outstanding securities of the Company; 

(iii) the consummation of a merger, consolidation or similar transaction following which the Company is not the
surviving corporation; or 
 (iv) the consummation of a merger, consolidation or similar transaction
following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar
transaction into other property, whether in the form of securities, cash or otherwise. 
 (l) “Designated
Non-423 Corporation” means any Related Corporation or Affiliate selected by the Board as eligible to participate in the Non-423 Component. 
 (m) “Designated Company” means a Designated Non-423 Corporation or Designated 423 Corporation. 

(n) “Designated 423 Corporation” means any Related Corporation selected by the Board as eligible to
participate in the 423 Component. 
 (o) “Director” means a member of the Board. 

(p) “Eligible Employee” means an Employee who meets the requirements set forth in the document(s)
governing the Offering for eligibility to participate in the Offering, provided that the Employee also meets the requirements for eligibility to participate set forth in the Plan. 

(q) “Employee” means any person, including an Officer or Director, who is treated as an employee in the
records of the Company or a Related Corporation (including an Affiliate). However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.

 (r) “Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be
options issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code. 

(s) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. 

(t) “Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:

 (i) If the Common Stock is listed on any established stock exchange or traded on any established
market, the Fair Market Value of a share of Common Stock will be the closing sales price for the stock as quoted on such exchange or market (or the exchange or 

  
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market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in such source as the Board deems reliable. Unless otherwise provided by
the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value will be the closing sales price on the last preceding date for which such quotation exists. 

(ii) In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in
good faith in compliance with applicable laws. 
 (iii) Notwithstanding the foregoing, for any Offering
that commences on the IPO Date, the Fair Market Value of the shares of Common Stock on the Offering Date will be the price per share at which shares are first sold to the public in the Company’s initial public offering as specified in the final
prospectus for that initial public offering. 
 (u) “IPO Date” means the date of the underwriting
agreement between the Company and the underwriter(s) managing the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering. 

(v) “Non-423 Component” means the part of the Plan, which excludes the 423 Component, pursuant to which
Purchase Rights that are not intended to satisfy the requirements for Employee Stock Purchase Plans may be granted to Eligible Employees. 
 (w) “Offering” means the grant to Eligible Employees of Purchase Rights, with the exercise of those Purchase Rights automatically occurring at the end of one or more
Purchase Periods. The terms and conditions of an Offering will generally be set forth in the “Offering Document” approved by the Board for that Offering. 

(x) “Offering Date” means a date selected by the Board for an Offering to commence. 

(y) “Officer” means a person who is an officer of the Company or a Related Corporation within the meaning
of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 
 (z)
“Participant” means an Eligible Employee who holds an outstanding Purchase Right. 
 (aa)
“Plan” means this Yelp Inc. 2012 Employee Stock Purchase Plan, including both the 423 and Non-423 Components, as amended from time to time. 
 (bb) “Purchase Date” means one or more dates during an Offering selected by the Board on which Purchase Rights will be exercised and on which purchases of shares of Common
Stock will be carried out in accordance with that Offering. 
 (cc) “Purchase Period” means a
period of time specified within an Offering, generally beginning on the Offering Date or on the first Trading Day following a Purchase Date, and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods. 

  
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 (dd) “Purchase Right” means an option to purchase shares of
Common Stock granted pursuant to the Plan. 
 (ee) “Related Corporation” means any “parent
corporation” or “subsidiary corporation” of the Company whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. 

(ff) “Securities Act” means the U.S. Securities Act of 1933, as amended. 

(gg) “Trading Day” means any day on which the exchange(s) or market(s) on which shares of Common Stock are
listed, including but not limited to the NYSE, Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or any successors thereto, is open for trading. 

  
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