Exhibit 10.4


 


YAHOO! INC.


 


AMENDED AND RESTATED

1996 EMPLOYEE STOCK PURCHASE PLAN


 


(as amended and restated on September
28, 2005)


 


The following constitute the provisions of the Amended
and Restated 1996 Employee Stock Purchase Plan of Yahoo! Inc., as amended and
restated September 28, 2005.  This
version of the Plan is effective on and after November 1, 2005.  For Offering Periods (as defined below) under
the Plan ending on or before October 31, 2005, refer to the version of the Plan
as in effect for the applicable Offering Period.


 


1.             Purpose.  The purpose of the Plan is to provide
employees of the Company and its Designated Subsidiaries with an opportunity to
purchase Common Stock of the Company.  It
is the intention of the Company to have the Plan qualify as an “Employee Stock
Purchase Plan” under Section 423 of the Internal Revenue Code of 1986, as
amended.  The provisions of the Plan
shall, accordingly, be construed so as to extend and limit participation in a
manner consistent with the requirements of that section of the Code.


 


2.             Definitions.


 


(a)           “Board”
shall mean the Board of Directors of the Company.


 


(b)           “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


(c)           “Common
Stock” shall mean the Common Stock of the Company.


 


(d)           “Company”
shall mean Yahoo! Inc., a Delaware corporation.


 


(e)           “Compensation”
shall mean the total compensation paid to an Employee, including all salary,
wages (including amounts elected to be deferred by the Employee, that would
otherwise have been paid, under any cash or deferred arrangement or other
deferred compensation program established by the Company or the Employer),
overtime pay, commissions, bonuses, and other remuneration paid directly to the
Employee, but excluding referral and hiring bonuses, profit sharing, the cost
of employee benefits paid for by the Company or the Employer, education,
tuition or other similar reimbursements, imputed income arising under any
Company group insurance or benefit program, traveling expenses, business and
moving expense reimbursements, income received in connection with stock
options, restricted stock grants, or other equity based awards, contributions
made by the Company or the Employer under any employee benefit plan, and
similar items of compensation.


 


(f)            “Continuous
Status as an Employee” shall mean the absence of any interruption or
termination of service as an Employee.  Continuous
Status as an Employee 


 


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shall not be
considered interrupted in the case of a leave of absence agreed to in writing
by the Company or the Employer, provided that such leave is for a period of not
more than 90 days or reemployment upon the expiration of such leave is
guaranteed by contract, statute or as a matter of local law.


 


(g)           “Contributions”
shall mean all amounts credited to the account of a participant pursuant to the
Plan.


 


(h)           “Designated
Subsidiaries” shall mean the Subsidiaries which have been designated by the
Board, or a committee named by the Board, from time to time in its sole
discretion as eligible to participate in the Plan.


 


(i)            “Employee”
shall mean any person, including an Officer, who is customarily employed for at
least twenty (20) hours per week and more than five (5) months in a calendar
year by the Company or one of its Designated Subsidiaries, provided that, in
certain jurisdictions outside the United States, the term “Employee” may, if so
provided by the Company in writing, also include a person employed for less
than twenty (20) hours per week or less than five (5) months in a calendar year
if such person must be permitted to participate in the Plan pursuant to local
laws (as determined by the Company).


 


(j)            “Employer”
shall mean the Designated Subsidiary that employs a participant, if the
employer is not the Company.


 


(k)           “Exchange
Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.


 


(l)            “Fair
Market Value” shall have the meaning set forth in Section 7(b).


 


(m)          “Offering
Date” shall mean the first business day of each Offering Period of the
Plan, except that in the case of an individual who becomes an eligible Employee
or who begins to participate in an Offering Period after the first business day
of an Offering Period, the term “Offering Date” with respect to such individual
means the first business day of the first Purchase Period in which such
individual participates within the Offering Period.  Options granted after the first business day
of an Offering Period will be subject to the same terms and conditions as the
options granted on the first business day of such Offering Period except that
they will have a different grant date (and thus, potentially, a different
Purchase Price) and, because they expire at the same time as the options
granted on the first business day of such Offering Period, a shorter term.


 


(n)           “Offering
Period” shall have the meaning set forth in Section 4(a).


 


(o)           “Officer”
shall mean a person who is an officer of the Company within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.


 


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(p)           “Parent”
shall mean any corporation (other than the Company), domestic or foreign, in an
unbroken chain of corporations ending with the Company if, on an Offering Date,
each corporation (other than the Company) owns stock possessing 50% or more of
the total combined voting power or all classes of stock in one or more of the
other corporations in the chain, as described in Section 424(e) of the Code.


 


(q)           “Plan”
shall mean this Employee Stock Purchase Plan, as amended from time to time.


 


(r)            “Purchase
Date” shall mean the last business day of each Purchase Period.


 


(s)           “Purchase
Period” shall have the meaning set forth in Section 4(b).


 


(t)            “Purchase
Price” shall mean, with respect to any Purchase Period, an amount equal to
85% of the Fair Market Value of a Share of Common Stock on the Offering Date of
the Offering Period in which such Purchase Period occurs or on the Purchase
Date, whichever is lower; provided however that in the event (i) of any increase
in the number of Shares available for issuance under the Plan as a result of a
stockholder-approved amendment to the Plan, and (ii) all or a portion of such
additional Shares are to be issued with respect to an Offering Period that is
underway at the time of such increase (“Additional Shares”), and (iii)
the Fair Market Value of a Share of Common Stock on the date of such
stockholder approval (the “Approval Date Fair Market Value”) is higher
than the Fair Market Value on the Offering Date for any such Offering Period,
then in such instance the Purchase Price with respect to Additional Shares
shall be 85% of the Approval Date Fair Market Value or the Fair Market Value of
a Share of Common Stock on the Purchase Date, whichever is lower.


 


(u)           “Share”
shall mean a share of Common Stock, as adjusted in accordance with Section 19
of the Plan.


 


(v)           “Subsidiary”
shall mean any corporation (other than the Company), domestic or foreign, that
is in an unbroken chain of corporations beginning with the Company if, on an
Offering Date, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the chain, as
described in Section 424(f) of the Code.


 


3.             Eligibility.


 


(a)           Any
person who is an Employee as of the beginning of any Purchase Period of a given
Offering Period shall be eligible to participate in such Offering Period under
the Plan, subject to the requirements of Section 5(a) and the limitations
imposed by Section 423(b) of the Code.


 


(b)           Any
provisions of the Plan to the contrary notwithstanding, no Employee shall be
granted an option under the Plan (i) if, immediately after the grant, such 


 


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Employee (or any
other person whose stock would be attributed to such Employee pursuant to
Section 424(d) of the Code) would own stock and/or hold outstanding options to
purchase stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of stock of the Company, any Subsidiary or
any Parent, or (ii) if such option would permit his or her rights to purchase
stock under all employee stock purchase plans (described in Section 423 of the
Code) of the Company, any Subsidiary or any Parent to accrue at a rate which
exceeds Twenty-Five Thousand Dollars ($25,000) of Fair Market Value of such
stock (determined at the time such option is granted) for each calendar year in
which such option is outstanding at any time.


 


4.             Offering
Periods and Purchase Periods.


 


(a)           Offering
Periods.


 


(i)            Effective
November 1, 2005, the Plan shall be implemented by a series of Offering Periods
of approximately twenty-four (24) months duration, with the first such Offering
Period to commence on November 11, 2005; provided, however, that if the Fair
Market Value of the Common Stock on a Purchase Date is lower than the Fair
Market Value of the Common Stock on the first business day of the Offering
Period, the Offering Period then in progress will terminate and a new Offering
Period would commence on the next May 11 or November 11, as applicable, and
extend for a twenty-four (24) month period ending on May 10 or November 10, as
applicable.


 


(ii)           The
Plan shall continue until terminated in accordance with Section 19 hereof.  The Board shall have the power to change the
duration and/or the frequency of Offering Periods with respect to future
offerings without shareholder approval if such change is announced prior to the
scheduled beginning of the first Offering Period to be affected; provided,
however, that in no event shall any Offering Period exceed twenty-seven (27)
months in duration.


 


(b)           Purchase
Periods.  With respect to each
Offering Period that commences on and after November 1, 2005, the Purchase
Periods for each such Offering Period shall commence on November 11 and May 11
of each year.  The last business day of
each Purchase Period shall be the Purchase Date for such Purchase Period.  A Purchase Period commencing on May 11
shall end on the next November 10 and a Purchase Period commencing on November
11 shall end on the next May 10.  The
Board shall have the power to change the duration and/or frequency of Purchase
Periods with respect to future purchases without stockholder approval if such
change is announced prior to the scheduled beginning of the first Purchase
Period to be affected.


 


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5.             Participation.


 


(a)           An
eligible Employee may become a participant in the Plan by completing a
subscription agreement on the form provided by the Company and filing it with
the Company’s payroll office prior to the applicable Offering Date, unless a
later time for filing the subscription agreement is set by the Board for all
eligible Employees with respect to a given offering.  The subscription agreement shall set forth
the percentage of the participant’s Compensation (subject to Section 6(a)
below) to be paid as Contributions pursuant to the Plan.


 


(b)           An
eligible Employee may contribute to the Plan by means of payroll deductions,
unless payroll deductions are not permitted under local law, as determined by
the Company, in which case eligible Employees may be permitted to contribute to
the Plan by an alternative method, as determined by the Company.  Payroll deductions, or, if payroll deductions
are not permitted under local law, payments made under an alternative method,
shall commence as of the first payday following the Offering Date and shall end
on the last payday paid on or prior to the Purchase Date of the Offering Period
to which the subscription agreement is applicable, unless the Employee’s
participation is sooner terminated as provided in Section 10.


 


6.             Method
of Payment of Contributions.


 


(a)           Where
permitted under local law, the participant shall elect to have payroll
deductions made on each payday during the Offering Period in an amount not less
than one percent (1%) and not more than fifteen percent (15%) of such
participant’s Compensation on each such payday (or such other maximum
percentage as the Board may establish from time to time before an Offering
Date).  Where payroll deductions are not
permitted under local law, the participant may be permitted to contribute to
the Plan by an alternative method, as determined by the Company.  All payroll deductions or other payments made
by a participant shall be credited to his or her account under the Plan.  A participant may not make any additional
payments into such account.


 


(b)           A
participant may discontinue his or her participation in the Plan as provided in
Section 10, or, on one occasion only during a Purchase Period, may decrease the
rate of his or her Contributions during the applicable Period by completing and
filing with the Company a new subscription agreement.  The change in rate shall be effective as soon
as administratively practicable following the date of filing of the new
subscription agreement.  A participant
may change the rate of his or her Contributions effective as of the beginning
of any Purchase Period within an Offering Period by filing a new subscription
agreement prior to the beginning of such Purchase Period.


 


(c)           Notwithstanding
the foregoing, to the extent necessary to comply with Section 423(b)(8) of the
Code and Section 3(b) herein, a participant’s payroll deductions or other
payments may be decreased to 0% at any time during an Offering or 


 


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Purchase Period,
as applicable.  Payroll deductions or
other payments shall re-commence at the rate provided in such participant’s
subscription agreement at the beginning of the first Offering or Purchase
Period, as applicable, which is scheduled to end in the following calendar
year, unless the participant’s participation is terminated as provided in
Section 10.  In addition, a participant’s
payroll deductions or other payments may be decreased by the Company to 0% at
any time during a Purchase Period in order to avoid unnecessary contributions
as a result of application of the maximum Share limit set forth in Section
7(a), or as a result of the limitations set forth in Section 3(b), in which
case payroll deductions or payments shall re-commence at the rate provided in
such participant’s subscription agreement at the beginning of the next Purchase
Period, unless terminated by the participant as provided in Section 10.


 


(d)           As
may be further specified in the subscription agreement, at the time the option
is exercised, in whole or in part, or at the time some or all of the Company’s
Common Stock issued under the Plan is disposed of, the participant must make
adequate provision for the Company’s and/or the Employer’s federal, state, or
other tax and social insurance withholding obligations, if any, which arise
upon the exercise of the option or the disposition of the Common Stock.  At any time, the Company and the Employer may,
but shall not be obligated to, withhold from the participant’s compensation the
amount necessary for the Company and/or the Employer to meet applicable
withholding obligations, including any withholding required to make available
to the Company or the Employer any tax deductions or benefits attributable to
sale or early disposition of Common Stock by the participant.


 


7.             Grant
of Option.


 


(a)           On
the Offering Date of each Offering Period, each eligible Employee participating
in such Offering Period shall be granted an option to purchase on each Purchase
Date occurring within the Offering Period a number of Shares determined by
dividing such Employee’s Contributions accumulated prior to such Purchase Date
and retained in the participant’s account as of the Purchase Date by the
applicable Purchase Price; provided however, that the maximum number of Shares
an Employee may purchase during any one Purchase Period shall be 10,000 Shares,
subject to adjustment as provided in Section 18, and provided further that such
purchase shall be subject to the limitations set forth in Sections 3(b) and 12.


 


(b)           The
fair market value of the Company’s Common Stock on a given date (the “Fair
Market Value”) means, as of any date, the value of Common Stock determined
by the Board in its discretion provided that, to the extent the Common Stock is
trading on the Nasdaq National Market (or a stock exchange), (A) the Fair
Market Value as of an Offering Date shall be the closing sales price of the
Common Stock as reported by the Nasdaq National Market (or the closing sales
price on such stock exchange) for the last business day immediately preceding
the Offering Date, and (B) the Fair Market Value of the Common Stock as of a 


 


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Purchase Date
shall be the closing sales price of the Common Stock as reported on the Nasdaq
National Market (or the closing sales price on such stock exchange) for the
Purchase Date, in each case as reported in The Wall Street
Journal.  For purposes of the Offering
Date under the first Offering Period under the Plan, the Fair Market Value of a
Share shall be the Price to the public as set forth in the final prospectus
filed with the U.S. Securities and Exchange Commission pursuant to Rule 424
under the U.S. Securities Act of 1933, as amended.


 


8.             Exercise
of Option.


 


(a)           Unless
a participant’s participation is terminated as provided in Section 10, his or
her option for the purchase of Shares will be exercised automatically on each
applicable Purchase Date of an Offering Period, and the maximum number of full
Shares subject to the option will be purchased at the applicable Purchase Price
with the accumulated Contributions in his or her account (subject to such limitations
as are specified in the Plan).  The
Shares purchased upon exercise of an option hereunder shall be deemed to be
transferred to the participant on the Purchase Date.  During his or her lifetime, a participant’s
option to purchase Shares hereunder is exercisable only by him or her.


 


(b)           No
fractional Shares shall be purchased.  Any
payroll deductions or other payments accumulated in a participant’s account
which are not sufficient to purchase a full Share shall be retained in the
participant’s account for the subsequent Purchase Period or Offering Period,
subject to earlier withdrawal by the participant or termination of such
participant’s participation as provided in Section 10 below.  Any other amounts left over in a participant’s
account after a Purchase Date shall be returned to the participant.


 


9.             Delivery.
 As promptly as practicable after each
Purchase Date of each Offering Period, the Company shall arrange the delivery
to each participant (by electronic or other means), as appropriate, of a certificate
representing the Shares purchased upon exercise of his or her option.  Notwithstanding the foregoing, the Board may
require that all Shares purchased under the Plan be held in an account (the
participant’s “ESPP Stock Account”) established in the name of the
participant (or in the name of the participant and his or her spouse, as
designated by the participant on his or her subscription agreement), subject to
such rules as determined by the Board and uniformly applied to all
participants, including designation of a brokerage or other financial services
firm (an “ESPP Broker”) to hold such Shares for the participant’s ESPP
Stock Account with registration of such Shares in the name of such ESPP Broker
for the benefit of the participant (or for the benefit of the participant and
his or her spouse, as designated by the participant on his or her subscription
agreement).


 


10.           Voluntary
Withdrawal:  Termination of Employment.


 


(a)           A
participant may withdraw all but not less than all the Contributions credited
to his or her account under the Plan at any time prior to the last day of an Offering



 


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Period by giving
written notice to the Company.  All of
the participant’s Contributions credited to his or her account will be paid to
him or her promptly after receipt of his or her notice of withdrawal and his or
her option for that Offering Period will be automatically terminated, and no
further Contributions for the purchase of Shares may be made by the participant
for that Offering Period.


 


(b)           Upon
termination of the participant’s Continuous Status as an Employee prior to the last
day of an Offering Period for any reason, including retirement or death, the
Contributions credited to his or her account will be promptly returned to him
or her or, in the case of his or her death, to the person or persons entitled
thereto under Section 14, if any, his or her option for that Offering Period will
be automatically terminated, and no further Contributions for the purchase of
Shares may be made by the participant for that Offering Period.  If a Subsidiary ceases to be a Subsidiary,
each person employed by that Subsidiary will be deemed to have terminated
employment for purposes of the Plan, unless the person continues as an employee
of the Company or another Subsidiary.


 


(c)           In
the event an Employee fails to remain in Continuous Status as an Employee for
at least twenty (20) hours per week during an Offering Period in which the
Employee is a participant, unless such Employee is on an approved leave of
absence or a temporary reduction of hours, or unless otherwise required by
local law, he or she will be deemed to have elected to withdraw from the Plan, the
Contributions credited to his or her account will be returned to him or her,
his or her option for that Offering Period will be automatically terminated,
and no further Contributions for the purchase of Shares may be made by the
participant for that Offering Period.


 


(d)           A
participant’s withdrawal from an Offering Period will not have any effect upon
his or her eligibility to participate in a succeeding Offering Period or in any
similar plan which may hereafter be adopted by the Company.


 


(e)           Automatic
Withdrawal.  To the extent permitted
by any applicable laws, regulations or stock exchange rules, if the Fair Market
Value of the Shares on a Purchase Date within an Offering Period then in
progress is lower than was the Fair Market Value of the Shares on the first
business day of such Offering Period, then every participant in such Offering
Period shall automatically be deemed (i) to have withdrawn from such Offering
Period at the close of the Purchase Period ending on such Purchase Date, and
(ii) to have enrolled in a new Offering Period commencing on the next November
11 or May 11, as applicable, in accordance with Section 4(a).  In addition, if the Fair Market Value of the
Shares on a Purchase Date within an Offering Period then in progress is lower
than the Fair Market Value of the Shares on the Offering Date with respect to
an individual who began participation in an Offering Period after the first
business day of an Offering Period, such individual shall be automatically
deemed (x) to have withdrawn from such Offering Period at the close of the
Purchase Period ending on such Purchase Date, and (y) to have enrolled in the
Plan as of the beginning of 


 


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the next Purchase
Period to commence within such Offering Period, with such individual having a
new Offering Date in accordance with Section 2(1).


 


11.           Interest.
 No interest shall accrue on the
Contributions of a participant in the Plan, unless required by local law.


 


12.           Stock.


 


(a)           Subject
to adjustment as provided in Section 18, the maximum number of Shares of the
Company’s Common Stock which shall be made available for sale under the Plan
shall be 30,000,000 Shares.


 


(b)           If
the Board determines that, on a given Purchase Date, the number of Shares with
respect to which options are to be exercised may exceed (i) the number of Shares
that were available for sale under the Plan on the Offering Date of the
applicable Offering Period, or (ii) the number of Shares available for sale
under the Plan on such Purchase Date, the Board may in its sole discretion
provide (x) that the Company shall make a pro rata allocation of the Shares of
Common Stock available for purchase on such Offering Date or Purchase Date, as
applicable, in as uniform a manner as shall be practicable and as it shall
determine in its sole discretion to be equitable among all participants
exercising options to purchase Common Stock on such Purchase Date, and continue
the Offering Period then in effect, or (y) that the Company shall make a pro
rata allocation of the Shares available for purchase on such Offering Date or
Purchase Date, as applicable, in as uniform a manner as shall be practicable
and as it shall determine in its sole discretion to be equitable among all
participants exercising options to purchase Common Stock on such Purchase Date,
and terminate the Offering Period then in effect pursuant to Section 19 below.  The Company may make pro rata allocation of
the Shares available on the Offering Date of any applicable Offering Period
pursuant to the preceding sentence, notwithstanding any authorization of
additional Shares for issuance under the Plan by the Company’s stockholders
subsequent to such Offering Date.


 


(c)           The
participant will have no interest or voting right in Shares covered by his or
her option until such option has been exercised and such Shares have actually
been delivered to and held of record by the participant.  No adjustment will be made for dividends or
other rights as a stockholder for which a record date is prior to such date of
delivery.


 


(d)           Shares
to be delivered (by electronic or other means) to a participant under the Plan
will be registered in the name of the participant or in the name of the
participant and his or her spouse, as designated by the participant in his or
her subscription agreement; provided that if the Board has determined that
Shares shall be held in an ESPP Stock Account held by an ESPP Broker in
accordance with Section 9.  Shares shall
be registered in the name of such ESPP Broker for the benefit of the
participant or the participant and his or her spouse, as designated by the
participant in his or her subscription agreement.


 


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13.           Administration.


 


(a)           The
Board, or a committee named by the Board, shall supervise and administer the
Plan and shall have full power to adopt, amend and rescind any rules deemed
desirable and appropriate for the administration of the Plan and not
inconsistent with the Plan, to construe and interpret the Plan, and to make all
other determinations necessary or advisable for the administration of the Plan.  Any action taken by, or inaction of, the
Company, any Subsidiary, the Board or a Board committee relating or pursuant to
the Plan and within its authority hereunder or under applicable law shall be
within the absolute discretion of that entity or body and shall be conclusive
and binding upon all persons.


 


(b)           The
Board or Board committee has discretion to adopt any rules regarding
administration of the Plan to conform to local laws.  Without limiting the generality of the
foregoing, the Board or a Board committee is specifically authorized to adopt
rules and procedures regarding handling of payroll deductions, payment of
interest and handling of stock certificates which vary according to local
requirements.  The Board or a Board
committee has the authority to suspend or limit participation in the Plan by
employees of any particular Subsidiary for any reason, including administrative
or economic reasons.  The Board or a Board
committee may also adopt rules, procedures or sub-plans applicable to particular
Subsidiaries or locations, which sub-plans may be designed to be outside the
scope of Section 423 of the Code.


 


(c)           In
making any determination or in taking or not taking any action under the Plan,
the Board or a Board committee may obtain and may rely upon the advice of
experts, including professional advisors to the Company.  No director, officer or agent of the Company
or any Subsidiary shall be liable for any such action or determination taken or
made or omitted in good faith.  The Board
or a Board committee may delegate ministerial, non-discretionary functions
relating to the Plan to individuals who are officers or employees of the
Company or a Subsidiary.


 


(d)           Neither
the Board nor any Board committee, nor any member thereof or person acting at
the direction thereof, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with the Plan,
and all such persons shall be entitled to indemnification and reimbursement by
the Company in respect of any claim, loss, damage or expense (including,
without limitation, attorneys’ fees) arising or resulting therefrom to the
fullest extent permitted by law and/or under any directors and officers
liability insurance coverage that may be in effect from time to time.


 


14.           Designation
of Beneficiary.


 


(a)           Unless
otherwise determined by the Company, a participant may file a written
designation of a beneficiary who is to receive any Shares and cash, if any,
from the participant’s account under the Plan in the event of such participant’s
death 


 


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subsequent to the
end of an Offering or Purchase Period, as applicable, but prior to delivery to
him or her of such Shares and/or cash.  In
addition, unless otherwise determined by the Company, a participant may file a
written designation of a beneficiary who is to receive any cash from the
participant’s account under the Plan in the event of such participant’s death
prior to the Purchase Date of an Offering Period.  If a participant is married and the
designated beneficiary is not the spouse, spousal consent shall be required for
such designation to be effective.


 


(b)           Unless
otherwise determined by the Company, such designation of beneficiary may be
changed by the participant (and his or her spouse, if any) at any time by
written notice to the Company in a manner acceptable to the Company.  In the event of the death of a participant
and in the absence of a beneficiary validly designated under the Plan who is
living at the time of such participant’s death, the Company shall deliver such
Shares and/or cash to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its discretion, may deliver such
Shares and/or cash to the spouse or to any one or more dependents or relatives
of the participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate or determine to
be the appropriate recipient of the Shares and/or cash under applicable local
law.


 


15.           Transferability.
 Neither Contributions credited to a
participant’s account nor any rights with regard to the exercise of an option
or to receive Shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution, or as provided in Section 14) by the participant.  Any such attempt at assignment, transfer,
pledge or other disposition shall be without effect, except that the Company
may treat such act as an election to withdraw funds in accordance with Section
10.


 


16.           Use
of Funds.  All Contributions received
or held by the Company under the Plan may be used by the Company for any
corporate purpose, and the Company shall not be obligated to segregate such
Contributions, unless required by local law.


 


17.           Reports.
 Individual accounts will be maintained
for each participant in the Plan.  Statements
of account will be given to participating Employees as promptly as practically
feasible following the Purchase Date, which statements will set forth the
amounts of Contributions, the per Share Purchase Price, the number of Shares
purchased and the remaining cash balance, if any.


 


18.           Adjustments
Upon Changes in Capitalization:  Corporate
Transactions.


 


(a)           Adjustment.
 Subject to any required action by the
stockholders of the Company, the number of Shares covered by each option under
the Plan which has not yet been exercised and the number of Shares which have
been authorized for issuance under the Plan but have not yet been placed under
option (collectively, the “Reserves”), the maximum number of Shares an
Employee may purchase during 


 


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each Offering
Period or each Purchase Period, as well as the price per Share covered by each
option under the Plan which has not yet been exercised, shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of Shares effected without receipt of consideration by
the Company; provided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been “effected without receipt of
consideration.”  Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding
and conclusive.  Except as expressly
provided herein, no issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of Shares subject to an option.


 


(b)           Corporate
Transactions.  In the event of the
proposed dissolution or liquidation of the Company, the Plan, any Offering
Period and Purchase Period then in progress, and any outstanding option granted
with respect to such Offering Period will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the Board.  If a participant’s option is terminated
pursuant to the preceding sentence, the Contributions then credited to such
participant’s account will be paid to him or her in cash without interest.  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, unless otherwise determined by the Board,
each option under the Plan shall be assumed or an equivalent option shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation, or, if not so assumed or substituted, the Offering
Period then in progress shall be shortened and the Board shall set a new
Purchase Date (the “New Purchase Date”). 
The New Purchase Date shall be on or before the date of consummation of
the transaction and the Board shall notify each participant in writing, at
least ten (10) days prior to the New Purchase Date, that the Purchase Date for
his or her option (including for purposes of determining the Purchase Price of
such option) has been changed to the New Purchase Date and that his or her
option will be exercised automatically on the New Purchase Date, unless prior
to such date he or she has withdrawn from the Offering Period as provided in
Section 10.  For purposes of this
paragraph, an option granted under the Plan shall be deemed to be assumed if,
following the sale of assets or merger, the option confers the right to
purchase, for each Share subject to the option immediately prior to the sale of
assets or merger, the consideration (whether stock, cash or other securities or
property) received in the sale of assets or merger by holders of Common Stock
for each Share held on the effective date of the transaction (and if such
holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares of Common Stock);
provided, however, that if such consideration received in the sale of assets or
merger was not solely common stock of the successor corporation or its parent
(as defined in Section 424(e) of the Code), the Board may, with the consent of
the successor corporation and the participant, provide for 


 


12

















 


the consideration
to be received upon exercise of the option to be solely common stock of the
successor corporation or its parent equal in Fair Market Value to the per Share
consideration received by holders of Common Stock and the sale of assets or
merger.


 


(c)           The
Board may, if it so determines in the exercise of its sole discretion, also
make provision for adjusting the Reserves, as well as the price per Share covered
by each outstanding option, in the event that the Company effects one or more
reorganizations, recapitalizations, rights offerings or other increases or
reductions of shares of its outstanding Common Stock, and in the event of the
Company being consolidated with or merged into any other corporation.


 


19.           Amendment
or Termination.


 


(a)           The
Board may at any time and for any reason terminate or amend the Plan.  Except as provided in Sections 13(b) and 18,
no such termination of the Plan may affect options previously granted, provided
that the Plan or an Offering Period may be terminated by the Board on a
Purchase Date or by the Board’s setting a new Purchase Date with respect to an
Offering Period and Purchase Period then in progress if the Board determines
that termination of the Plan and/or the Offering Period is in the best
interests of the Company and the stockholders or if continuation of the Plan
and/or the Offering Period would cause the Company to incur adverse accounting
charges as a result of a change after the effective date of the Plan in the
generally accepted accounting rules applicable to the Plan.  Except as provided in Section 18 and in this
Section 19, no amendment to the Plan shal1 make any change in any option
previously granted which adversely affects the rights of any participant
without such participant’s written consent. 
In addition, to the extent necessary to comply with the requirements of Rule
16b-3 under the Exchange Act, Section 423 of the Code (or any successor rule or
provision or any applicable law or regulation) or any stock exchange on which
the Shares are then listed, the Company shall obtain stockholder approval in
such a manner and to such a degree as so required.


 


(b)           Without
stockholder consent and without regard to whether any participant rights may be
considered to have been adversely affected, the Board shall be entitled to
change the Offering Periods and Purchase Periods, limit the frequency and/or
number of changes in the amount withheld during an Offering Period, establish
the exchange ratio applicable to amounts withheld in a currency other than U.S.
dollars, permit payroll withholding in excess of the amount designated by a
participant in order to adjust for delays or mistakes in the Company’s
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Shares for each participant
properly correspond with amounts withheld from the participant’s Compensation,
and establish such other limitations or procedures as the Board determines in
its sole discretion advisable which are consistent with the Plan.


 


13

















 


20.           Notices.
 All notices or other communications by a
participant to the Company under or in connection with the Plan shall be deemed
to have been duly given when received in the form specified by the Company at
the location, or by the person, designated by the Company for the receipt
thereof.


 


21.           Conditions
Upon Issuance of Shares.  The Company
shall have no obligation to issue Shares with respect to an option unless the
exercise of such option and the issuance and delivery of such Shares pursuant
thereto shall comply with all applicable provisions of law, domestic or
foreign, including, without limitation, the U.S. Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder,
and the requirements of any stock exchange upon which the Shares may then be
listed, and shall be further subject to the approval of counsel for the Company
with respect to such compliance.


 


As a condition to
the exercise of an option, the Company may require the person exercising such
option to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
applicable provisions of law.


 


22.           Term
of Plan; Effective Date.  The Plan
shall become effective upon the earlier to occur of its adoption by the Board
or its approval by the stockholders of the Company.  It shall continue in effect for a term of
twenty (20) years unless sooner terminated under Section 19.


 


23.           Additional
Restrictions of Rule 16b-3.  The
terms and conditions of options granted hereunder to, and the purchase of
Shares by, persons subject to Section 16 of the Exchange Act shall comply with
the applicable provisions of Rule 16b-3. 
This Plan shall be deemed to contain, and such options shall contain,
and the Shares issued upon exercise thereof shall be subject to, such
additional conditions and restrictions as may be required by Rule 16b-3 to
qualify for the maximum exemption from Section 16 of the Exchange Act with
respect to Plan transactions.


 


24.           No
Employment Rights.  Nothing in the
Plan (or in any subscription agreement or other document related to this Plan)
will confer upon any Employee or participant any right to continue in the
employ or other service of the Company or any Subsidiary, constitute any
contract or agreement of employment or other service or effect an employee’s
status as an employee at will, nor shall interfere in any way with the right of
the Company or any Subsidiary to change such person’s compensation or other
benefits or to terminate his or her employment or other service, with or
without cause.  Nothing contained in this
Section 24, however, is intended to adversely affect any express independent
right of any such person under a separate employment or service contract other
than a subscription agreement.


 


25.           No
Right to Assets of the Company.  No
participant or other person will have any right, title or interest in any fund
or in any specific asset (including Shares) of the Company or any Subsidiary by
reason of any option hereunder.  Neither
the provisions of the Plan (or 


 


14

















 


of any
subscription agreement or other document related to the Plan), nor the creation
or adoption of the Plan, nor any action taken pursuant to the provisions of the
Plan will create, or be construed to create, a trust of any kind or a fiduciary
relationship between the Company or any Subsidiary and any participant,
beneficiary or other person.  To the
extent that a participant, beneficiary or other person acquires a right to
receive payment pursuant to the Plan, such right will be no greater than the
right of any unsecured general creditor of the Company.


 


26.           Miscellaneous.


 


(a)           The
Plan, the options, subscription agreements and other documents related to the
Plan shall be governed by, and construed in accordance with, the laws of the
State of Delaware.  If any provision of
the Plan shall be held by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions of the Plan shall continue in effect.


 


(b)           Captions
and headings are given to the sections of the Plan solely as a convenience to
facilitate reference.  Such captions and
headings shall not be deemed in any way material or relevant to the
construction of interpretation of the Plan or any provision hereof.


 


(c)           The
adoption of the Plan shall not affect any other Company or Subsidiary
compensation or incentive plans in effect. 
Nothing in the Plan will limit or be deemed to limit the authority of
the Board or a Board committee (1) to establish any other forms of
incentives or compensation for employees of the Company or any Subsidiary (with
or without reference to the Common Stock), or (2) to grant or assume
options (outside the scope of and in addition to those contemplated by the
Plan) in connection with any proper corporate purpose, to the extent consistent
with any other plan or authority. 
Benefits received by a participant under an option granted pursuant to
the Plan shall not be deemed a part of the participant’s compensation for
purposes of the determination of benefits under any other employee welfare or
benefit plans or arrangements, if any, provided by the Company or any
Subsidiary, except where the Board or Board committee (or the Board of
Directors of the Subsidiary that sponsors such plan or arrangement, as
applicable) expressly otherwise provides or authorizes in writing.


 


15

















 


YAHOO! INC.


 


AMENDED AND RESTATED

1996 EMPLOYEE STOCK PURCHASE PLAN

SUBSCRIPTION AGREEMENT


 


New Election 

Change of Election


 


1.             I,
                      ,
hereby elect to participate in the Yahoo! Inc. Amended and Restated 1996
Employee Stock Purchase Plan (the “Plan”) commencing with the Offering Period                       ,
20    to                       ,
20   , and subscribe to purchase Shares of the Company’s Common
Stock in accordance with this Subscription Agreement and the Plan.  Capitalized terms not defined herein shall
have the meaning ascribed to them in the Plan.


 


2.             I
elect to have Contributions in the amount of             %
of my Compensation applied to this purchase. 
I understand that this amount must not be less than 1% and not more than
15% of my Compensation during an Offering Period.  (Please note that no fractional percentages
are permitted).


 


3.             I
hereby authorize payroll deductions from each paycheck during the Offering
Periods at the rate stated in Item 2 of this Subscription Agreement.  I understand that all payroll deductions made
by me shall be credited to my account under the Plan and that I may not make
any additional payments into such account. 
I understand that all payments made by me shall be accumulated for the
purchase of Shares at the applicable Purchase Price determined in accordance
with the Plan.  I further understand
that, except as otherwise set forth in the Plan, Shares will be purchased for
me automatically on the Purchase Date of each Offering Period unless I
otherwise withdraw from the Plan by giving written notice to the Company for
such purpose.


 


4.             I
understand that I may discontinue at any time prior to the Purchase Date my
participation in the Plan as provided in Section 10 of the Plan.  I also understand that I can decrease the
rate of my Contributions on one occasion only during any Purchase Period by
completing and filing a new Subscription Agreement with such decrease taking
effect as soon as administratively practicable following the date of filing of
the new Subscription Agreement.  Further,
I may change the rate of deductions for future Purchase Periods by filing a new
Subscription Agreement, and any such change will be effective as of the
beginning of the next Purchase Period after the new Subscription Agreement is
filed.  In addition, I acknowledge that,
unless I discontinue my participation in the Plan as provided in Section 10 of
the Plan, my election will continue to be effective for each successive
Offering Period.


 


5.             I
have received a copy of the Company’s most recent description of the Plan and a
copy of the complete “Yahoo! Inc. Amended and Restated 1996 Employee Stock
Purchase Plan.”  I understand that my
participation in the Plan is in all respects subject to the terms of the Plan.


 


1

















 


6.             Shares
purchased for me under the Plan should be issued in the name(s) of (name of
employee or employee and spouse only):


 


7.             In
the event of my death, I hereby designate the following as my beneficiary(ies)
to receive all payments and Shares due to me under the Plan:


 


	
  NAME: (please print)

  	
   

  
	
   

  	
   

  	
  (First)

  	
  (Middle)

  	
  (Last)

  
	
   

  
	
  (Relationship)

  	
  (Address)

  	
   

  
							



 


8.             I
understand that if I dispose of any Shares received by me pursuant to the Plan
within 2 years after the Offering Date (the first day of the Offering Period
during which I purchased such Shares or, if I joined the Plan after such date,
the first business day of the Purchase Period with respect to which I joined
the Plan during such Offering Period) or within 1 year after the Purchase Date,
I will be treated for federal income tax purposes as having received ordinary
compensation income at the time of such disposition in an amount equal to the
excess of the Fair Market Value of the Shares on the Purchase Date over the
price which I paid for the Shares, regardless of whether I disposed of the
Shares at a price less than their Fair Market Value at the Purchase Date.  The remainder of the gain or loss, if any,
recognized on such disposition will be treated as capital gain or loss.


 


I hereby agree to
notify the Company in writing within 30 days after the date of any such
disposition, and I will make adequate provision for federal, state or other tax
withholding obligations, if any, which arise upon the such disposition of the
Shares.  The Company
may, but will not be obligated to, withhold from my compensation the amount
necessary to meet any applicable withholding obligation including any
withholding necessary to make available to the Company any tax deductions or
benefits attributable to the sale or early disposition of Shares by me.


 


9.             If
I dispose of such Shares at any time after expiration of the 2-year and 1-year
holding periods, I understand that I will be treated for federal income tax
purposes as having received compensation income only to the extent of an amount
equal to the lesser of (1) the excess of the Fair Market Value of the
Shares at the time of such disposition over the purchase price which I paid for
the Shares under the option, or (2) 15% of the Fair Market Value of the
Shares on the Offering Date.  The
remainder of the gain or loss, if any, recognized on such disposition will be
treated as capital gain or loss.


 


I understand that
this tax summary is only a summary and is subject to change.  I further understand that I should consult a
tax advisor concerning the tax implications of the purchase and sale of stock
under the Plan.


 


10.           I
hereby agree to be bound by the terms of the Plan.  The effectiveness of this Subscription
Agreement is dependent upon my eligibility to participate in the Plan.


 


2

















 


SIGNATURE:


 


SOCIAL SECURITY #:


 


DATE:


 


SPOUSE’S SIGNATURE 

(necessary if beneficiary is not spouse):


 


SIGNATURE:


 


	
  NAME (please print):

  	
   

  
	
   

  	
   

  	
  (First)

  	
  (Middle)

  	
  (Last)

  



 


3

















 


YAHOO! INC.


 


AMENDED AND RESTATED

1996 EMPLOYEE STOCK PURCHASE PLAN

NOTICE OF WITHDRAWAL


 


I,                       ,
hereby elect to withdraw my participation in the Yahoo! Inc. Amended and
Restated 1996 Employee Stock Purchase Plan (the “Plan”) for the Offering Period
commencing                       ,
20   .  This withdrawal
covers all Contributions credited to my account and is effective on the date
designated below.  Capitalized terms not
defined herein shall have the meaning ascribed to them in the Plan.


 


I understand that all Contributions credited to my
account will be paid to me within ten (10) business days of receipt by the
Company of this Notice of Withdrawal and that my option for the current period
will automatically terminate, and that no further Contributions for the
purchase of Shares can be made by me during the Offering Period.


 


I further understand and agrees that I shall be
eligible to participate in succeeding Offering Periods only by delivering to
the Company a new Subscription Agreement.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature of Employee

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Social Security Number

  	
   

  	
   

  



 


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