Exhibit
10.2


 


YAHOO!
INC.


 


1996
DIRECTORS’ STOCK PLAN


 


NOTICE OF
STOCK OPTION GRANT


 


C/o Yahoo! Inc.


701 First Avenue


Sunnyvale, CA 94089


 


You have been granted an
option to purchase Common Stock of Yahoo! Inc. (the “Company”) as
follows:


 


	
  Date of Grant:

  	
   

  
	
   

  	
   

  
	
  Exercise Price per
  Share:

  	
  $             

  
	
   

  	
   

  
	
  Total Number of Shares
  Granted:

  	
   

  
	
   

  	
   

  
	
  Expiration Date:

  	
   

  
	
   

  	
   

  
	
  Vesting
  Schedule:

  	
  [This Option may be exercised,
  in whole or in part, in accordance with the following schedule: 25% of the
  Shares subject to the Option shall vest and become exercisable at the end of
  each three-month period following the Date of Grant, such that the Option
  will be fully vested on the first anniversary of the Date of Grant.]

  
	
   

  	
   

  
	
   

  	
  [This Option shall be fully
  vested and exercisable as of the Date of Grant.]

  
	
   

  	
   

  
	
  Termination
  Period:

  	
  This Option may be exercised for one year after
  termination of your Continuous Status as a Director for any reason, but in no
  event later than the Expiration Date as provided above.

  



 


By your signature and the signature of the Company’s
representative below, you and the Company agree that this Option is granted
under and governed by the terms and conditions of the 1996 Directors’ Stock
Plan and the Director Nonstatutory Stock Option Agreement, both of which are attached
and made a part of this document.


 


	
  OPTIONEE:

  	
   

  	
  YAHOO! INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chairman & CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  
						



 

















 


YAHOO!
INC.


 


DIRECTOR
NONSTATUTORY STOCK OPTION AGREEMENT


 


1.             Grant of Option. The Board of
Directors of the Company hereby grants to the Optionee named in the Notice of
Stock Option Grant attached as Part I of this Agreement (the “Optionee”),
an option (the “Option”) to purchase a number of Shares, as set forth in
the Notice of Stock Option Grant, at the exercise price per share set forth in
the Notice of Stock Option Grant (the “Exercise Price”‘), subject to the
terms and conditions of the 1996 Directors’ Stock Plan, as amended (the “Plan”),
which is incorporated herein by reference. (Capitalized terms not defined
herein shall have the meanings ascribed to such terms in the Plan.)  In the event of a conflict between the terms
and conditions of the Plan and the terms and conditions of this Director Nonstatutory
Stock Option Agreement (this “Agreement”), the terms and conditions of
the Plan shall prevail.


 


2.             Exercise of Option.


 


(a)           Right to Exercise. This Option is
exercisable during its term in accordance with the Vesting Schedule set out in
the Notice of Stock Option Grant and the applicable provisions of the Plan and
this Agreement. In the event of the Optionee’s death, disability or other
termination of the Optionee’s Continuous Service as a Director, the
exercisability of the Option is governed by the applicable provisions of the
Plan and this Agreement.


 


(b)           Method of Exercise. This Option is
exercisable by delivery of an exercise notice, in the form attached as Exhibit A
(the “Exercise Notice”), which shall state the election to exercise the
Option, the number of Shares in respect of which the Option is being exercised
(the “Exercised Shares”), and such other representations and agreements
as may be required by the Company pursuant to the provisions of the Plan. The
Exercise Notice shall be signed by the Optionee and shall be delivered in
person or by certified mail to the Secretary of the Company. The Exercise
Notice shall be accompanied by payment of the aggregate Exercise Price as to
all Exercised Shares. This Option shall be deemed to be exercised upon receipt
by the Company of such fully executed Exercise Notice accompanied by such
aggregate Exercise Price.


 


No Shares shall be
issued pursuant to the exercise of this Option unless such issuance and
exercise complies with all relevant provisions of law and the requirements of
any stock exchange or quotation service upon which the Shares are then listed. Assuming
such compliance, for income tax purposes the Exercised Shares shall be
considered transferred to the Optionee on the date the Option is exercised with
respect to such Exercised Shares.


 


3.             Method of Payment. Payment of the
aggregate Exercise Price shall be by any of the following, or a combination
thereof, at the election of the Optionee:


 


(a)           cash;


 

















 


(b)           check;


 


(c)           delivery
of a properly executed Exercise Notice together with irrevocable instructions
to a broker to deliver promptly to the Company the amount of sale or loan
proceeds required to pay the exercise price; provided that the Board may from
time to time limit the availability of any non-cash payment alternative; or


 


(d)           surrender
of other Shares which (a) either have been owned by the Optionee for more than
six (6) months on the date of surrender or were not acquired, directly or
indirectly, from the Company, and (b) have a Fair Market Value on the date of
surrender equal to the aggregate Exercise Price of the Exercised Shares.


 


4.             Non-Transferability of Option. This
Option may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution or pursuant to a domestic relations order (as
defined by the Code or the rules thereunder) and may be exercised during the
lifetime of the Optionee only by the Optionee or a transferee permitted by
Section 12 of the Plan. The terms of the Plan and this Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of
the Optionee.


 


5.             Term of Option; Corporate Transaction. This
Option may be exercised only within the term set out in the Notice of Stock
Option Grant, and may be exercised during such term only in accordance with the
Plan and the terms of this Agreement. Notwithstanding any other provision
herein, in the event of a Corporate Transaction, this Option shall become fully
vested and may be subject to early termination as provided in Section 13(b) of
the Plan.


 


6.             Tax Consequences. Set forth below
is a brief summary of certain federal and California tax consequences relating
to this Option under the law in effect as of the date of grant. THIS SUMMARY IS
NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
THE OPTIONEE SHOULD CONSULT HIS OR HER OWN TAX ADVISER BEFORE EXERCISING THIS
OPTION OR DISPOSING OF THE SHARES.


 


(a)           Exercising the Option. Since this
Option does not qualify as an incentive stock option under Section 422 of
the Code, the Optionee may incur ordinary federal and California income tax
liability upon exercise. The Optionee will be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the excess,
if any, of the Fair Market Value of the Exercised Shares on the date of
exercise over their aggregate Exercise Price.


 


(b)           Disposition of Shares. If the
Optionee holds the Exercised Shares for more than one year, gain realized on
disposition of the Shares will be treated as long-term capital gain for federal
and California income tax purposes.


 


3

















 


By your signature and the signature of the Company’s
representative below, you and the Company agree that this Option is granted
under and governed by the terms and conditions of the Plan and this Agreement. You
acknowledge and agree that you have reviewed the Plan and this Agreement in
their entirety, have had an opportunity to obtain the advice of counsel prior
to executing this Agreement and fully understand all provisions of the Plan and
this Agreement. You hereby agree to accept as binding, conclusive and final all
decisions or interpretations of the Board upon any questions relating to the
Plan and this Agreement.


 


	
  OPTIONEE:

  	
   

  	
  YAHOO! INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
   

  
						



 


4

















 


CONSENT
OF SPOUSE


 


The
undersigned spouse of Optionee has read and hereby approves the terms and
conditions of the Plan and this Agreement. In consideration of the Company’s
granting his or her spouse the right to purchase Shares as set forth in the
Plan and this Agreement, the undersigned hereby agrees to be irrevocably bound
by the terms and conditions of the Plan and this Agreement and further agrees
that any community property interest shall be similarly bound. The undersigned
hereby appoints the undersigned’s spouse as attorney-in-fact for the
undersigned with respect to any amendment or exercise of rights under the Plan
or this Agreement.


 


 


	
   

  	
   

  
	
   

  	
  Spouse of Optionee

  



 

















 


EXHIBIT A


 


NOTICE OF
EXERCISE


 


	
  To:

  	
  Yahoo! Inc.

  
	
   

  	
   

  
	
  Attn:

  	
  Stock Option
  Administrator

  
	
   

  	
   

  
	
  Subject:

  	
  Notice of Intention to
  Exercise Stock Option

  



 


This is official notice that the undersigned (“Optionee”)
intends to exercise Optionee’s option to purchase                    
shares of Yahoo! Inc. Common Stock, under and pursuant to the Company’s 1996
Directors’ Stock Plan and the Director Nonstatutory Stock Option Agreement
dated                    ,
as follows:


 


	
  Grant Number:

  	
   

  
	
   

  	
   

  
	
  Date of Purchase:

  	
   

  
	
   

  	
   

  
	
  Number of Shares:

  	
   

  
	
   

  	
   

  
	
  Purchase Price:

  	
   

  
	
   

  	
   

  
	
  Method of Payment of

  	
   

  
	
  Purchase Price:

  	
   

  
	
   

  	
   

  
	
  Social Security No.:

  	
   

  



 


The shares should be issued as follows:


 


	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: