Prepared by MerrillDirect







 


March
19, 2001


Greg
Coleman


Dear
Greg:


On
behalf of Yahoo! Inc., I am pleased to offer you the position of Executive Vice
President, North American Operations reporting to Jeff Mallett, President and
COO.  Your primary responsibilities, the
positions which will report to you, and the committee with respect to which you
will be a member are described in the attached Position Plan Summary.  Your starting salary will be $62,500 per
month ($750,000.00 annually), paid semi-monthly and subject to increase during
an annual review. You will be eligible for an annual bonus of up to $750,000.00
based upon achieving the annual revenue goals for our North American
business;  provided, however, you will
be entitled to a minimum bonus for 2001 of $525,000 (70% of target).
Additionally, you will be eligible to participate in the regular Yahoo! health
insurance benefits and other employee benefit plans established by the company
generally for its employees.  (In
addition to our standard two weeks of vacation in year one, you are eligible to
take one additional week with pay.)


You
will receive a sign-on bonus in the amount of $1,250,000.00 if you start your
employment on or before April 20, 2001 and we are able to announce your
decision to join on or before April 11, 2001. 
This will be payable in the first regular payroll period 30 days after
your employment start date and is subject to applicable tax withholding.  An amount equal to $250,000 of this bonus,
prorated for service completed, will become due and payable to the Company on
your last day of employment if you voluntarily choose to leave the Company for
any reason during the first year of employment, other than as a result of (a) a
material breach of this agreement by the Company,  or (b)  a change in   the position to which you report  if, as a result of such change, you directly
report to a position that does not in turn report directly to the Chief
Executive Officer or if the scope of your responsibilities or your title is diminished  .  


As
a part of the Yahoo! team, we strongly believe that ownership of the Company by
our employees is an important factor to our success.  Therefore, as part of your compensation, management has
recommended that the Board of Directors grant you an option to purchase 300,000
shares of Yahoo! Inc.’s Common Stock under Yahoo! Inc.’s 1995 Stock Option
Plan. We have every expectation that this grant will be officially approved and
priced within two weeks of your start date. 
The exercise price for this option will be the fair market value of
Yahoo! Common Stock on the date of grant as determined by the Board of
Directors. Options under the Yahoo! plan vest as to 1/4 of the shares after one
year of employment, and in equal monthly installments over the 36 following
months.


You
have indicated that you will not move your family to the Bay Area until
sometime in the summer, 2002.  At that
time, assuming we both feel good about your performance and continued
potential, we will provide the following relocation assistance:





A.      Home
Sale/Home Purchase Assistance: We will pay all the required, non-recurring
closing costs on the sale of your current home through our “market value sale”
program.  We will also pay closing costs
on the purchase of a new home in the Bay Area equal to 2% of the purchase price
up to a cap of $40,000.00.



B.       Shipment
of household goods (not to exceed $30,000.00).



C.      Family
travel to destination (reimbursement up to $7,500.00).



D.      A
mortgage subsidy of no less than 3/2/1 to help offset any increase in mortgage
payments in the first three years following your move.  (This program pays 3 percentage points of
interest in year one, 2 points in year two and 1 point in the third year  while providing you the ability to declare
the full interest  payment as a tax
write-off.) 



In
the meantime, the Company will provide you with a two bedroom furnished
Corporate Apartment in the Bay Area for up to 15 months.


If
you voluntarily choose to leave the company for any reason, other than a
material breach of this agreement by the Company, during the first twelve
months following your relocation, a prorated portion of the monies given to you
for relocation expenses will become due and payable to the Company on your last
day of employment (based on 1/12th for each month your termination
precedes 12 months of Yahoo! Inc. service), and by your signature below you
agree that such amount shall be deducted from any compensation payable to you
at that time.


As
an employee of Yahoo!, it is likely that you will become knowledgeable about
confidential and or proprietary information related to the operations, products
and services of the company and its clients. 
To protect the interests of both the company and its clients, all
employees are required to read and sign a PROPRIETARY INFORMATION AND
ASSIGNMENT OF INVENTIONS AGREEMENT prior to beginning employment.  A copy of this agreement is enclosed.  Please sign it and return it along with your
signed copy of this letter.


Please
understand that this letter does not constitute a contract of employment for
any specific period of time, but will create an “employment at will”
relationship that may be terminated at any time by you or Yahoo!, with or
without cause. Your signature at the end of this letter confirms that no
promises or agreements that are contrary to our at-will relationship have been
committed to you during any of your pre-employment discussions with Yahoo!, and
that this letter and the attached Position Plan Summary contain our complete
agreement regarding the terms and conditions of your employment.


You
will be paid your full year bonus of $750,000.00 in lieu of severance in the
unlikely event that your employment is terminated during the first twelve
months of employment so long as (a), in the event of a termination initiated by
the Company, such termination is not related to serious misconduct and (b), in
the event of a termination initiated by you, there is either (i)  a material breach of this agreement by the
Company, or (ii) a change in the 
position to which you report if, as a result of such change, you
directly report to a position that does not in turn report directly to the
Chief Executive Officer or if the scope of your responsibilities or your title
is reduced.


Our
signature on this letter also confirms our mutual agreement to binding
arbitration, as defined under the California Arbitration Act, under the rules
of the American Arbitration Association, should there be any dispute related to
the termination of our employment relationship or the terms of your employment
relationship with Yahoo!.





Please
understand that other than the relocation benefits outlined above, the terms
and conditions outlined in this letter apply to your first year of employment
with Yahoo only.  To accept this offer,
please sign this letter in the space provided below and return it and a signed
Proprietary Agreement to Kai Swavely in the envelope provided no later than
March 16, 2001. A second copy of each document has been provided for you to
keep for your records.  In order for Yahoo!
to comply with the Immigration Reform and Control Act, we ask that you bring
appropriate verification of authorization to work in the United States with you
on your first day of employment.


We
look forward to your joining us and hope that you find your employment with
Yahoo! enjoyable and professionally rewarding.


	
  Very truly yours,


  
	
  /s/ KIRK FROGGATT


  


  


  
	
  Kirk Froggatt
  
	
  Vice President, Human Resources
  



I
accept this offer of employment with Yahoo! Inc. and agree to the terms and
conditions outlined in this letter.


	
  /s/ 
  GREGORY COLEMAN


  

  	 
  	
  3/19/01


  

  
	
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  Planned Start Date
  	 
  	 
  
	
  (Contingent upon completion of a
  satisfactory background investigation.)