Form of Restricted Stock Unit Award Agreement under the 2011 Plan



 Exhibit 4.5 
 INTERCLICK, INC. 
 RESTRICTED STOCK UNIT AWARD AGREEMENT 

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of
[        ], 20[    ] (the “Date of Grant”), is made by and between interclick, inc., a Delaware corporation (the “Company”), and
[            ] (the “Grantee”). 
 WHEREAS, the
Company has adopted the interclick, inc. 2011 Equity Incentive Plan (the “Plan”), pursuant to which the Company may grant restricted stock units (“Restricted Stock Units”); 

WHEREAS, the Company desires to grant to the Grantee the number of Restricted Stock Units provided for herein; 

WHEREAS, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated October 31, 2011,
with Yahoo! Inc., a Delaware corporation (“Parent”) and Innsbruck Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into
the Company and the Company will become a wholly-owned subsidiary of Parent (the “Merger”). 
 WHEREAS,
pursuant to the Merger Agreement, the Restricted Stock Units evidenced by this Agreement will be assumed by Parent at the Effective Time, as defined in the Merger Agreement. 
 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 (the “Award”) effective as of immediately prior to the Effective Time (as defined in
the Merger Agreement) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan. 
 (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 or 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 Restricted Stock 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. 
 (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 Section 2(e) below, one-fourth (1/4) of the Restricted Stock Units subject to the Award shall vest and become non-forfeitable on each of the first,
second, third and fourth anniversaries of the Date of Grant, subject to the Grantee’s continued employment with the Company, its Parent or its Subsidiary or any successor thereto through each such vesting date. 

(d) Timing and Manner of Payment of Restricted Stock Units. As soon as practicable after (and in no case more than 74 days after)
the date any Restricted Stock Units subject to the Award shall vest and become non-forfeitable (and in no event later than March 15 of the year following the year in which such vesting occurs) (the “Payment Date”), such
Restricted Stock Units shall be paid by the Company delivering to the Grantee a number of shares of Common Stock (“Shares”) equal to the number of Restricted Stock Units that become vested and 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. The Grantee shall not be required to pay any cash consideration for the Restricted Stock Units or for any Shares received
pursuant to the Award. 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 the foregoing,
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 applicable securities exchange.

 (e) Termination of Employment. 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 the 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. 

  
 2 








 (f) Corporate Transactions. 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)(A)(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)
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 federal, state and local 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 a combination of the following methods: (i) by requiring the Grantee to pay such amount in cash or check; (ii) by reducing the amount of any cash otherwise payable to the Grantee with respect to the
Restricted Stock Units; (iii) by deducting such amount out of any other compensation otherwise payable to the Grantee; and/or (iv) 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. 
 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, (i) 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, (ii) 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 

  
 3 








 
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 he or 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. In the event of a conflict or contradiction
between the terms of the Plan and the terms of this Agreement, the terms of this Agreement shall control. 
 (d) Imposition
of Other Requirements. If the Grantee relocates to another country after the Date of Grant, the Company reserves the right to impose other requirements on the Grantee’s participation in the Plan, to the extent the Company determines it is
necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. 

(e) Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and
assigns which shall include Parent, and of the Grantee and the beneficiaries, executors, administrators, heirs and successors of the Grantee. 
 (f) 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. 
 (g) 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. 
 (h) Entire
Agreement. This Agreement and the Plan 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. 
 (i) 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 without giving effect to the conflict of laws principles thereof. 
 (j) 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. 

  
 4 








 (k) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

  
 5 








 IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as
of the Date of Grant. 
  

			
	INTERCLICK, INC.
		
	 By:
	 	  

	 Its:
	 	  

		
	 [Name]
	 	
		
	 Signature:
	 	  

	 Printed Name:
	 	  

	 Address:
	 	  




  
 6