Form of Incentive Performance Restricted Stock Unit Award Agrmnt (AFP version)



 Exhibit 10.14(K) 
 YAHOO! INC. 
 1995 STOCK PLAN 
 PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT 
 FOR CAROL BARTZ 
 [Annual Financial Performance Version]

 THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of
                    , 20     (the “Date of Grant”), is made by and between Yahoo! Inc., a Delaware
corporation (the “Company”), and Carol Bartz (the “Grantee”). 
 WHEREAS, the Company has adopted the Yahoo!
Inc. 1995 Stock Plan, as amended (the “Plan”), pursuant to which the Company may grant Restricted Stock Units that are subject to performance-based vesting conditions; 
 WHEREAS, the Company desires to grant to the Grantee the number of Restricted Stock Units provided for herein; 
 NOW, THEREFORE, in consideration of the recitals and the mutual agreements herein contained, the parties hereto agree as follows:

 Section 1. Grant of Restricted Stock Unit Award 
 (a) Grant of Restricted Stock Units. The Company hereby grants to the Grantee
                     Restricted Stock Units (such number, the “Target Number” of Restricted Stock Units; and one-third of the Target
Number being the “Annual Target Number” of Restricted Stock Units for each “Performance Year” identified on Exhibit A hereto) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan
(the “Award”). 
 (b) Incorporation of Plan; Capitalized Terms. The provisions of the Plan are hereby
incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the
definitions set forth in the Plan. The Administrator shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the
Grantee and his/her legal representative in respect of any questions arising under the Plan or this Agreement. 
 Section 2. Terms and
Conditions of Award 
 The grant of Restricted Stock Units provided in Section 1(a) shall be subject to the following
terms, conditions and restrictions: 
 (a) Limitations on Rights Associated with Units. The Restricted Stock Units are
bookkeeping entries only. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units. 
  

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 (b) Restrictions. The Restricted Stock Units and any interest therein, may not be
sold, assigned, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution. Any attempt to dispose of any Restricted Stock Units in contravention of the above restriction shall be null and
void and without effect. 
 (c) Lapse of Restrictions. Subject to Sections 2(e) through 2(g) below, the Restricted Stock
Units credited to the Grantee for each Performance Year (as defined in Exhibit A) pursuant to the performance-based vesting provisions set forth in Exhibit A attached hereto shall vest and become non-forfeitable upon the third
anniversary of the Date of Grant; provided, however, that if a Change in Control (as defined in Section 2(g)) occurs prior to the third anniversary of the Date of Grant, the performance-based vesting requirements referred to in this
Section 2(c) shall not apply with respect to the year in which such Change in Control occurs or any subsequent Performance Year, and the following provisions shall apply: the number of Restricted Stock Units that shall vest upon the third
anniversary of the Date of Grant shall equal the sum of (i) the number of Restricted Stock Units (if any) credited (or to be credited) to the Grantee in accordance with Exhibit A with respect to Performance Year(s) ended prior to the
year in which the Change in Control occurs (“Credited Restricted Stock Units”), plus (ii) the Annual Target Number of Restricted Stock Units for the Performance Year in which the Change in Control occurs and any subsequent Performance
Year(s) (the “Remaining Uncredited Restricted Stock Units”). Any Restricted Stock Units that do not vest in accordance with the foregoing provisions of this Section 2(c) or pursuant to the provisions of Sections 2(e) through 2(g)
below shall terminate as of the third anniversary of the Date of Grant. 
 (d) Timing and Manner of Payment of Restricted
Stock Units. As soon as practicable after (and in no case more than seventy-four days after) the date any Restricted Stock Units subject to the Award become non-forfeitable (the “Payment Date”), such Restricted Stock
Units shall be paid by the Company delivering to the Grantee, a number of Shares equal to the number of Restricted Stock Units that become non-forfeitable upon that Payment Date (rounded down to the nearest whole share). The Company shall issue the
Shares either (i) in certificate form or (ii) in book entry form, registered in the name of the Grantee. Delivery of any certificates will be made to the Grantee’s last address reflected on the books of the Company and its
Subsidiaries unless the Company is otherwise instructed in writing. Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units
that are so paid. Notwithstanding anything herein to the contrary, the Company shall have no obligation to issue Shares in payment of the Restricted Stock Units unless such issuance and such payment shall comply with all relevant provisions of law
and the requirements of any Stock Exchange. 
 (e) Termination of Employment. The following provisions shall apply in the
event of the termination of the Grantee’s employment or service with the Company, Parent or any Subsidiary: 
 (i) Except as expressly provided below in Sections 2(e)(ii) or Section 2(g), in the event of the termination of the Grantee’s employment or service with the Company, Parent or any Subsidiary for any reason prior to the lapsing of
the restrictions in accordance with Section 2(c) hereof with respect to any of the Restricted Stock Units granted hereunder, such portion of the Restricted Stock Units held by Grantee shall be automatically forfeited by the Grantee as of the
date of termination. Neither the Grantee nor any of the Grantee’s successors, heirs, assigns or personal representatives shall have any rights or interests in any Restricted Stock Units that are so forfeited. 
  

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 (ii) Notwithstanding the foregoing clause (i) but subject to
Section 2(g) below, in the event the Grantee’s employment or service with the Company, Parent or any Subsidiary is terminated (A) as a result of the Grantee’s death or Disability, (B) by the Company, Parent or any Subsidiary
without Cause or (C) by the Grantee with Good Reason (a “Qualifying Termination”), the Restricted Stock Units shall vest as set forth below: 
 (A) If a Qualifying Termination occurs prior to any Change in Control (as defined in Section 2(g)), upon the date of the Grantee’s termination, any Restricted Stock Units credited (or to be
credited) to the Grantee in accordance with Exhibit A with respect to Company performance for any Performance Year ended prior to the year in which such termination occurs, to the extent then not vested, shall vest and become non-forfeitable.
In addition, upon December 31 of the Performance Year in which the Grantee’s Qualifying Termination occurs, the Restricted Stock Units shall be subject to pro-rata vesting such that the number of Restricted Stock Units that shall become
vested and non-forfeitable shall equal (x) any Restricted Stock Units credited (or to be credited) to the Grantee in accordance with Exhibit A with respect to Company performance for such Performance Year (assuming no termination of employment
had occurred), multiplied by (y) a fraction (not greater than 1), the numerator of which is the number of full months the Grantee was employed or rendering services in the Performance Year in which the Grantee’s Qualifying Termination
occurs (such numerator, the “Number of Additional Months”) and the denominator of which is twelve (12). Any Restricted Stock Units that do not vest in accordance with the two preceding sentences shall terminate and be forfeited effective
as of December 31 of the applicable Performance Year. 
 Notwithstanding the foregoing, if a Change in
Control occurs after a Qualifying Termination and prior to the third anniversary of the Date of Grant, upon the date of the Change in Control, the Restricted Stock Units that shall become vested and non-forfeitable shall equal the sum of:
(i) the number of Credited Restricted Stock Units, plus (ii) the number of Remaining Uncredited Restricted Stock Units for the Performance Year in which the Grantee’s Qualifying Termination occurs multiplied by a fraction (not greater
than 1), the numerator of which is the Number of Additional Months, and the denominator of which is twelve (12). Any Restricted Stock Units that do not vest upon the date of the Change in Control shall terminate and be forfeited as of the date of
the Change in Control. 
 (B) If a Change in Control occurs prior to the third anniversary of the Date of Grant
and a Qualifying Termination occurs after such Change in Control, then upon the date of the Grantee’s termination, the Restricted Stock Units that shall become vested and non-forfeitable shall equal the sum of: (i) the number of Credited
Restricted Stock Units, plus (ii) the number of Remaining Uncredited Restricted Stock Units multiplied by a fraction (not greater than 1), the numerator of which is the number of whole months between January 1 of the year in which the
Change in Control occurs and the date of such termination of employment, and the denominator of which is the number of whole months between January 1 of the year in which the Change in Control occurs and December 31 of the third
Performance Year; and any Restricted Stock Units that do not vest in accordance with the foregoing provisions of this clause (B) shall terminate and be forfeited as of the date of termination. 
  

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 (iii) For purposes of this Agreement, “Disability,”
“Cause,” and “Good Reason” shall have the same meanings as in the Grantee’s employment agreement with the Company entered into on January 13, 2009 (the “Employment Agreement”). 
 (f) Corporate Transactions. Subject to any better treatment provided for in Section 2(g) below, the following provisions shall
apply to the corporate transactions described below: 
 (i) In the event of a proposed dissolution or liquidation
of the Company, the Award will terminate and be forfeited immediately prior to the consummation of such proposed transaction, unless otherwise provided by the Administrator. 
 (ii) 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, the Award shall be assumed or substituted with an equivalent award by such successor corporation, parent or subsidiary of such successor corporation; provided that the Administrator may determine, in the exercise of
its sole discretion in connection with a transaction that constitutes a permissible distribution event under Section 409A(a)(2)(v) of the Code, that in lieu of such assumption or substitution, the Award shall be vested and non-forfeitable and
any conditions or restrictions on the Award shall lapse, as to all or any part of the Award, including Restricted Stock Units as to which the Award would not otherwise be non-forfeitable. 
 (g) Change in Control. The following provisions shall apply in the event of a Change in Control prior to the third anniversary of the
Date of Grant: 
 (i) In the event that, during the period of twelve (12) months following the Change in
Control, the Grantee’s employment is terminated by the Company, Parent or any Subsidiary without Cause or by the Grantee for Good Reason (as defined above), the Credited Restricted Stock Units and the Remaining Uncredited Restricted Stock
Units, to the extent outstanding and not then vested, shall become fully vested and non-forfeitable as of the date of such termination. 
 (ii) For purposes of this Agreement, “Change in Control” shall mean the first of the following events to occur after the Date of Grant: 
 (A) any person or group of persons (as defined in Section 13(d) and 14(d) of the Exchange Act) together with its
Affiliates (as defined below), but excluding (i) the Company or any of its subsidiaries, (ii) any employee benefit plans of the Company or (iii) a corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company (individually a “Person” and collectively, “Persons”), is or becomes, directly or indirectly, the “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act) of securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding securities; 
  

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 (B) the consummation of a merger or consolidation of the Company or any
direct or indirect subsidiary of the Company with any other corporation or entity regardless of which entity is the survivor, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company, such
surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or 
 (C) the
stockholders of the Company approve a plan of complete liquidation or winding-up of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, provided,
however, that a sale of the Company’s search business shall not constitute a Change in Control, regardless of whether stockholders approve the transaction. 
 (iii) For purposes of this Agreement, “Affiliate” means, with respect to any individual or entity, any other
individual or entity who, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such individual or entity. 
 This Award of Restricted Stock Units shall not be subject to the acceleration of vesting provisions of Section 2.5 of the Amended and
Restated Yahoo! Inc. Change in Control Severance Plan for Level I and Level II. 
 (h) Income Taxes. Except as provided
in the next sentence, the Company shall withhold and/or reacquire a number of Shares issued in payment of (or otherwise issuable in payment of, as the case may be) the Restricted Stock Units having a Fair Market Value equal to the taxes that the
Company determines it or the Employer is required to withhold under applicable tax laws with respect to the Restricted Stock Units (with such withholding obligation determined based on any applicable minimum statutory withholding rates). In the
event the Company cannot (under applicable legal, regulatory, listing or other requirements, or otherwise) satisfy such tax withholding obligation in such method, the Company may satisfy such withholding by any one or combination of the following
methods: (i) by requiring the Grantee to pay such amount in cash or check; (ii) by deducting such amount out of any other compensation otherwise payable to the Grantee; and/or (iii) by allowing the Grantee to surrender shares of
Common Stock of the Company which (a) in the case of shares initially acquired from the Company (upon exercise of a stock option or otherwise), have been owned by the Grantee for such period (if any) as may be required to avoid a charge to the
Company’s earnings, and (b) have a Fair Market Value on the date of surrender equal to the amount required to be withheld. For these purposes, the Fair Market Value of the Shares to be withheld or repurchased, as applicable, shall be
determined on the date that the amount of tax to be withheld is to be determined. 
  

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 (i) Release. The Grantee’s rights to receive any accelerated vesting of the
Restricted Stock Units subject to the Award in connection with a termination of the Grantee’s employment or service pursuant to Section 2 shall require the Grantee to execute and deliver to the Company (with the period to revoke expiring
without the Grantee’s revocation) within sixty (60) days of such termination (or, if earlier, the date the Company is required to make payment hereunder in connection with such termination) a release in the form annexed to the Employment
Agreement. The Grantee shall also be required to promptly resign from the Board and all officerships, directorships or fiduciary positions with the Company and its Affiliates upon a termination of the Grantee’s employment or service.

 Section 3. Miscellaneous 
 (a) Notices. Any and all notices, designations, consents, offers, acceptances and any other communications provided for herein shall be given in writing and shall be delivered either personally or
by registered or certified mail, postage prepaid, which shall be addressed, in the case of the Company to both the Chief Financial Officer and the General Counsel of the Company at the principal office of the Company and, in the case of the Grantee,
to the Grantee’s address appearing on the books of the Company or to the Grantee’s residence or to such other address as may be designated in writing by the Grantee. Notices may also be delivered to the Grantee, during his or her
employment, through the Company’s inter-office or electronic mail systems. 
 (b) No Right to Continued Employment.
Nothing in the Plan or in this Agreement shall confer upon the Grantee any right to continue in the employ of the Company, a Parent or any Subsidiary or shall interfere with or restrict in any way the right of the Company, Parent or any Subsidiary,
which is hereby expressly reserved, to remove, terminate or discharge the Grantee at any time for any reason whatsoever, with or without Cause and with or without advance notice. 
 (c) Bound by Plan. By signing this Agreement, the Grantee acknowledges that she has received a copy of the Plan and has had an
opportunity to review the Plan and agrees to be bound by all the terms and provisions of the Plan. 
 (d) Successors. The
terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and of the Grantee and the beneficiaries, executors, administrators, heirs and successors of the Grantee. 
 (e) Invalid Provision. The invalidity or unenforceability of any particular provision thereof shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted. 
 (f) Modifications. No change, modification or waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the parties hereto. 
  

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 (g) Entire Agreement. This Agreement, the Plan and the Employment Agreement contain
the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior communications, representations and negotiations in respect thereto. 
 (h) Recoupment. Notwithstanding any other provision herein, the Award and any Shares that may be issued in respect of the Award shall
be subject to any recoupment or “clawback” policies in the Employment Agreement and any other such policies adopted by the Administrator to the extent the Administrator designates the policy as applicable to the Award at the time the
policy is adopted. 
 (i) Adjustments. For purposes of the Restricted Stock Units subject to the Award, the term
“stock dividend” under Section 16 of the Plan shall include dividends or other distributions of the stock of the subsidiaries of the Company. 
 (j) Governing Law. This Agreement and the rights of the Grantee hereunder shall be construed and determined in accordance with the laws of the State of Delaware. 
 (k) Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for
interpretation or construction, and shall not constitute a part, of this Agreement. 
 (l) Counterparts. This Agreement
may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
  

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 By Grantee’s signature and the signature of the Company’s representative below, or
by Grantee’s acceptance of this Award through the Company’s online acceptance procedure, this Agreement shall be deemed to have been executed and delivered by the parties hereto as of the Date of Grant. 
  

			
	YAHOO! INC.
		
	By:	 	  

	Its:	 	  



  

			
	[Insert Name]
		
	Signature:	 	  

	
	Printed Name: Carol Bartz
	
	Address: 701 First Avenue
	  Sunnyvale, CA 94089



  

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