Exhibit
10.2

YELP INC. 

2012 EMPLOYEE STOCK
PURCHASE PLAN 

ADOPTED BY THE BOARD OF
DIRECTORS: JANUARY 25, 2012
APPROVED BY THE STOCKHOLDERS: FEBRUARY 24, 2012
AMENDED BY THE BOARD
OF DIRECTORS: SEPTEMBER 22, 2016 

1.
GENERAL; PURPOSE. 

(a) The Plan provides a means by which Eligible
Employees of the Company and certain Designated Companies may be given an
opportunity to purchase shares of Common Stock. The Plan permits the Company to
grant a series of Purchase Rights to Eligible Employees. 

(b) The Company, by means of the Plan, seeks to
retain the services of Eligible Employees, to secure and retain the services of
new Employees and to provide incentives for these persons to exert maximum
efforts for the success of the Company and its Related Corporations. 

(c) This Plan includes two components: a 423
Component and a Non-423 Component. It is the intention of the Company to have
the 423 Component qualify as an Employee Stock Purchase Plan. The provisions of
the 423 Component, accordingly, will be construed in a manner that is consistent
with the requirements of Section 423 of the Code. In addition, this Plan
authorizes the grant of Purchase Rights under the Non-423 Component that does
not meet the requirements of an Employee Stock Purchase Plan because of
deviations necessary to permit participation in the Plan by Employees who are
foreign nationals or employed outside of the United States while complying with
applicable foreign laws; these Purchase Rights will be granted pursuant to
rules, procedures or subplans adopted by the Board designed to achieve these
objectives for Eligible Employees and the Company and its Related Corporations.
Except as otherwise provided herein or determined by the Board, the Non-423
Component will operate and be administered in the same manner as the 423
Component. 

(d) If a Participant transfers employment from the
Company or any Designated 423 Corporation participating in the 423 Component to
a Designated Non-423 Corporation participating in the Non-423 Component, he or
she will immediately cease to participate in the 423 Component; however, any
Contributions made for the Purchase Period in which such transfer occurs will be
transferred to the Non-423 Component, and that Participant will immediately join
the then current Offering under the Non-423 Component upon the same terms and
conditions in effect for his or her participation in the Plan, except for those
modifications as may be required by applicable law. A Participant who transfers
employment from a Designated Non-423 Corporation participating in the Non-423
Component to the Company or any Designated 423 Corporation participating in the
423 Component will remain a Participant in the Non-423 Component until the
earlier of (i) the end of the current Offering Period under the Non-423
Component, or (ii) the Offering Date of the first Offering in which he or she
participates following such transfer. 

2. ADMINISTRATION.


(a) The Board will administer the Plan unless and
until the Board delegates administration of the Plan to a Committee or
Committees, as provided in Section 2(c). 

(b) The Board will have the power, subject to, and
within the limitations of, the express provisions of the Plan: 

(i) To determine how and
when Purchase Rights will be granted and the provisions of each Offering (which
need not be identical), including which Designated 423 Corporations and
Designated Non-423 Corporations will participate in the 423 Component or the
Non-423 Component. 

(ii) To designate from
time to time which Related Corporations of the Company will be eligible to
participate in the Plan as Designated 423 Corporations and Designated Non-423
Corporations and which Affiliates will be eligible to participate in the Plan as
Designated Non-423 Corporations. 

(iii) To construe and
interpret the Plan and Purchase Rights, and to establish, amend and revoke rules
and regulations for its administration. The Board, in the exercise of this
power, may correct any defect, omission or inconsistency in the Plan, in a
manner and to the extent it deems necessary or expedient to make the Plan fully
effective. 







(iv) To settle all
controversies regarding the Plan and Purchase Rights granted under the
Plan.

(v) To suspend or
terminate the Plan at any time as provided in Section 12.

(vi) To amend the Plan at
any time as provided in Section 12. 

(vii) Generally, to
exercise such powers and to perform such acts as it deems necessary or expedient
to promote the best interests of the Company and its Related Corporations and to
carry out the intent that the 423 Component be treated as an Employee Stock
Purchase Plan. 

(viii) To adopt such
procedures and sub-plans as are necessary or appropriate to permit participation
in the Plan by Employees who are foreign nationals or employed outside the
United States. Without limiting the generality of, but consistent with, the
foregoing, the Board specifically is authorized to adopt rules, procedures and
subplans, which, for purposes of the Non-423 Component, may be outside the scope
of Section 423 of the Code, regarding, without limitation, eligibility to
participate in the Plan, handling and making of Contributions, establishment of
bank or trust accounts to hold Contributions, payment of interest, conversion of
local currency, obligations to pay payroll tax, determination of beneficiary
designation requirements, withholding procedures and handling of share
issuances, which may vary according to local requirements. 

(c) The Board may delegate some or all of the
administration of the Plan to a Committee or Committees. If administration is
delegated to a Committee, the Committee will have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board that
have been delegated to the Committee, including the power to delegate to a
subcommittee any of the administrative powers the Committee is authorized to
exercise (and references in this Plan to the Board will thereafter be to the
Committee or subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board. The Board may retain the authority to concurrently administer
the Plan with the Committee and may, at any time, revest in the Board some or
all of the powers previously delegated. Whether or not the Board has delegated
administration of the Plan to a Committee, the Board will have the final power
to determine all questions of policy and expediency that may arise in the
administration of the Plan. 

(d) All determinations, interpretations and
constructions made by the Board in good faith will not be subject to review by
any person and will be final, binding and conclusive on all persons. 

3. SHARES OF COMMON STOCK SUBJECT TO THE PLAN. 

(a) Subject to the provisions of Section 11(a)
relating to Capitalization Adjustments, the maximum number of shares of Common
Stock that may be issued under the Plan will not exceed 4,200,000 shares of
Common Stock, plus the number of shares that are automatically added on January
1st of each year for a period of up to ten years, commencing on the first
January 1, commencing in 2013 and ending on (and including) January 1, 2022, in
an amount equal to the lesser of (i) 2% of the total number of shares of Capital
Stock outstanding on December 31st of the preceding calendar year, and (ii)
20,000,000 shares of Common Stock. Notwithstanding the foregoing, the Board may
act prior to the first day of any calendar year to provide that there will be no
January 1st increase in the share reserve for that calendar year or
that the increase in the share reserve for that calendar year will be a lesser
number of shares of Common Stock than would otherwise occur pursuant to the
preceding sentence. 

(b) If any Purchase Right granted under the Plan
terminates without having been exercised in full, the shares of Common Stock not
purchased under that Purchase Right will again become available for issuance
under the Plan. 

(c) The stock purchasable under the Plan will be
shares of authorized but unissued or reacquired Common Stock, including shares
repurchased by the Company on the open market. 

4. GRANT OF PURCHASE RIGHTS; OFFERING. 

(a) The Board may from time to time grant or provide
for the grant of Purchase Rights to Eligible Employees under an Offering on
Offering Dates selected by the Board. Each Offering will be in such form and
will contain such terms and conditions as the Board will deem appropriate, and
with respect to the 423 Component will comply with the requirement of Section
423(b)(5) of the Code that all Employees granted Purchase Rights will have the
same rights and privileges. The provisions of separate Offerings need not be
identical, but each Offering will include (through incorporation of the
provisions of this Plan by reference in the document comprising the Offering or
otherwise) the period during which the Offering will be effective, which period
will not exceed 27 months beginning with the Offering Date, and the substance of
the provisions contained in Sections 5 through 8, inclusive. 







(b) If a Participant has more than one Purchase Right
outstanding under the Plan, unless he or she otherwise indicates in forms
delivered to the Company: (i) each form will apply to all of his or her Purchase
Rights under the Plan, and (ii) a Purchase Right with a lower exercise price (or
an earlier-granted Purchase Right, if different Purchase Rights have identical
exercise prices) will be exercised to the fullest possible extent before a
Purchase Right with a higher exercise price (or a later-granted Purchase Right
if different Purchase Rights have identical exercise prices) will be exercised.


(c) The Board will have the discretion to structure
an Offering so that if the Fair Market Value of the shares of Common Stock on
the first Trading Day of a new Purchase Period within that Offering is less than
or equal to the Fair Market Value of the shares of Common Stock on the Offering
Date, then (i) that Offering will terminate immediately as of that first Trading
Day, and (ii) the Participants in that terminated Offering will be automatically
enrolled in a new Offering beginning on the first Trading Day of the new
Purchase Period. 

5. ELIGIBILITY. 

(a) Purchase Rights may be granted only to Employees
of the Company or, as the Board may designate in accordance with Section 2(b),
to Employees of a Related Corporation or an Affiliate. Except as provided in
Section 5(b), an Employee will not be eligible to be granted Purchase Rights
unless, on the Offering Date, the Employee has been in the employ of the
Company, a Related Corporation or an Affiliate, as the case may be, for such
continuous period preceding that Offering Date as the Board may require, but in
no event will the required period of continuous employment be equal to or
greater than two years. In addition, the Board may (unless prohibited by law)
provide that no Employee will be eligible to be granted Purchase Rights under
the Plan unless, on the Offering Date, that Employee’s customary employment with
the Company, the Related Corporation or the Affiliate is more than 20 hours per
week and more than five months per calendar year or such other criteria as the
Board may determine consistent with Section 423 of the Code. 

(b) The Board may provide that each person who,
during the course of an Offering, first becomes an Eligible Employee will, on or
after the day on which that person becomes an Eligible Employee, receive a
Purchase Right under that Offering, which Purchase Right will thereafter be
deemed to be a part of that Offering. The Purchase Right will have the same
characteristics as any Purchase Rights originally granted under that Offering,
as described herein, except that: 

(i) the date on which that
Purchase Right is granted will be the “Offering Date” of that Purchase Right for
all purposes, including determination of the exercise price of that Purchase
Right; 

(ii) the period of the
Offering with respect to that Purchase Right will begin on its Offering Date and
end coincident with the end of the original Offering; and 

(iii) the Board may
provide that if that person first becomes an Eligible Employee within a
specified period of time before the end of the Offering, he or she will not
receive any Purchase Right under that Offering. 

(c) No Employee will be eligible for the grant of any
Purchase Rights if, immediately after any such Purchase Rights are granted, that
Employee owns stock possessing five percent or more of the total combined voting
power or value of all classes of stock of the Company or of any Related
Corporation (unless otherwise required by law). For purposes of this Section
5(c), the rules of Section 424(d) of the Code will apply in determining the
stock ownership of any Employee, and stock which that Employee may purchase
under all outstanding Purchase Rights and options will be treated as stock owned
by that Employee. 

(d) As specified by Section 423(b)(8) of the Code, an
Eligible Employee may be granted Purchase Rights only if those Purchase Rights,
together with any other rights granted under all Employee Stock Purchase Plans
of the Company and any Related Corporations, do not permit that Eligible
Employee’s rights to purchase stock of the Company or any Related Corporation to
accrue at a rate which exceeds $25,000 of Fair Market Value of such stock
(determined at the time such rights are granted, and which, with respect to the
Plan, will be determined as of their respective Offering Dates) for each
calendar year in which such rights are outstanding at any time. 

(e) Officers of the Company and any Designated
Company, if they are otherwise Eligible Employees, will be eligible to
participate in Offerings under the Plan. Notwithstanding the foregoing, the
Board may (unless prohibited by law) provide in an Offering that Employees who
are highly compensated Employees within the meaning of Section 423(b)(4)(D) of
the Code will not be eligible to participate. 

6. PURCHASE RIGHTS; PURCHASE PRICE. 

(a) On each Offering Date, each Eligible Employee
will be granted a Purchase Right under the applicable Offering to purchase up to
that number of shares of Common Stock purchasable either with a percentage or
with a maximum dollar amount, as designated by the Board but in either case not
exceeding 15%, of that Employee’s earnings (as defined by the Board in each
Offering) during the period that begins on the Offering Date (or such other date
as the Board determines for a particular Offering) and ends on the date stated
in the Offering, which date will be no later than the end of the Offering.








(b) The Board will establish one or more Purchase
Dates during an Offering on which Purchase Rights granted for that Offering will
be exercised and shares of Common Stock will be purchased in accordance with
that Offering. 

(c) In connection with each Offering made under the
Plan, the Board may specify (i) a maximum number of shares of Common Stock that
may be purchased by any Participant on any Purchase Date during that Offering,
(ii) a maximum aggregate number of shares of Common Stock that may be purchased
by all Participants pursuant to that Offering and/or (iii) a maximum aggregate
number of shares of Common Stock that may be purchased by all Participants on
any Purchase Date under the Offering. If the aggregate purchase of shares of
Common Stock issuable upon exercise of Purchase Rights granted under the
Offering would exceed any such maximum aggregate number, then, in the absence of
any Board action otherwise, a pro rata (based on each Participant’s accumulated
Contributions) allocation of the shares of Common Stock available will be made
in as nearly a uniform manner as will be practicable and equitable. 

(d) The purchase price of shares of Common Stock
acquired pursuant to Purchase Rights will be not less than the lesser of:


(i) an amount equal to 85%
of the Fair Market Value of the shares of Common Stock on the Offering Date; or


(ii) an amount equal to
85% of the Fair Market Value of the shares of Common Stock on the applicable
Purchase Date. 

7. PARTICIPATION; WITHDRAWAL; TERMINATION. 

(a) An Eligible Employee may elect to authorize
payroll deductions as the means of making Contributions by completing and
delivering to the Company, within the time specified in the Offering, an
enrollment form provided by the Company. The enrollment form will specify the
amount of Contributions not to exceed the maximum amount specified by the Board.
Each Participant’s Contributions will be credited to a bookkeeping account for
that Participant under the Plan and will be deposited with the general funds of
the Company except where applicable law requires that Contributions be deposited
with a third party. If permitted in the Offering, a Participant may begin
Contributions with the first payroll occurring on or after the Offering Date
(or, in the case of a payroll date that occurs after the end of the prior
Offering but before the Offering Date of the next new Offering, Contributions
from that payroll will be included in the new Offering). If permitted in the
Offering, a Participant may thereafter reduce (including to zero) or increase
his or her Contributions. If required under applicable law or if specifically
provided in the Offering, in addition to or instead of making Contributions by
payroll deductions, a Participant may make Contributions through the payment by
cash or check prior to a Purchase Date. 

(b) During an Offering, a Participant may cease
making Contributions and withdraw from the Offering by delivering to the Company
a withdrawal form provided by the Company. The Company may impose a deadline
before a Purchase Date for withdrawing. Upon withdrawal, that Participant’s
Purchase Right in that Offering will immediately terminate and the Company will
distribute to that Participant all of his or her accumulated but unused
Contributions. A Participant’s withdrawal from that Offering will have no effect
upon his or her eligibility to participate in any other Offerings under the
Plan, but the Participant will be required to deliver a new enrollment form to
participate in future Offerings. 

(c) Unless otherwise required by applicable law,
Purchase Rights granted pursuant to any Offering under the Plan will terminate
immediately if the Participant either (i) is no longer an Employee for any
reason or for no reason or (ii) is otherwise no longer eligible to participate.
The Company will distribute to that individual all of his or her accumulated but
unused Contributions. 

(d) During a Participant’s lifetime, Purchase Rights
will be exercisable only by that Participant. Purchase Rights are not
transferable by a Participant, except by will, by the laws of descent and
distribution, or, if permitted by the Company, by a beneficiary designation as
described in Section 10. 

(e) The Company has no obligation to pay interest on
Contributions, unless otherwise required by applicable law. 

8. EXERCISE OF PURCHASE RIGHTS. 

(a) On each Purchase Date, each Participant’s
accumulated Contributions will be applied to the purchase of shares of Common
Stock, up to the maximum number of shares of Common Stock permitted by the Plan
and the applicable Offering, at the purchase price specified in the Offering. No
fractional shares will be issued unless specifically provided for in the
Offering. 







(b) If any amount of accumulated Contributions
remains in a Participant’s account after the purchase of shares of Common Stock
on the final Purchase Date of an Offering and the remaining amount is less than
the amount required to purchase one share of Common Stock, then the remaining
amount will be held in that Participant’s account for the purchase of shares of
Common Stock under the next Offering under the Plan, unless the Participant
withdraws from or is not eligible to participate in that Offering, in which case
such amount will be distributed to the Participant after the final Purchase
Date, without interest (unless otherwise required by applicable law). If the
amount of Contributions remaining in a Participant’s account after the purchase
of shares of Common Stock on the final Purchase Date of an Offering is at least
equal to the amount required to purchase one whole share of Common Stock, then
the remaining amount will not roll over to the next Offering and will instead be
distributed in full to the Participant after the final Purchase Date, without
interest (unless otherwise required by applicable law). 

(c) No Purchase Rights may be exercised to any extent
unless the shares of Common Stock to be issued upon that exercise under the Plan
are covered by an effective registration statement pursuant to the Securities
Act and the Plan is in material compliance with all applicable laws. If on a
Purchase Date the shares of Common Stock are not so registered or the Plan is
not in such compliance, no Purchase Rights will be exercised on that Purchase
Date, and the Purchase Date will be delayed until the shares of Common Stock are
subject to an effective registration statement and the Plan is in material
compliance, except that the Purchase Date will in no event be more than 27
months from the Offering Date. If, on the Purchase Date, as delayed to the
maximum extent permissible, the shares of Common Stock are not registered and
the Plan is not in material compliance with all applicable laws, no Purchase
Rights will be exercised and all accumulated but unused Contributions will be
distributed to the Participants without interest. 

9. COVENANTS OF THE COMPANY.


The Company will seek to
obtain from each federal, state, foreign or other regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
grant Purchase Rights and issue and sell shares of Common Stock thereunder. If,
after commercially reasonable efforts, the Company is unable to obtain the
authority that counsel for the Company deems necessary for the grant of Purchase
Rights or the lawful issuance and sale of Common Stock under the Plan, and at a
commercially reasonable cost, the Company will be relieved from any liability
for failure to grant Purchase Rights and/or to issue and sell Common Stock upon
exercise of such Purchase Rights. 

10. DESIGNATION OF BENEFICIARY. 

(a) The Company may, but is not obligated to, permit
a Participant to submit a form designating a beneficiary who will receive any
shares of Common Stock and/or Contributions from the Participant’s account under
the Plan if the Participant dies before those shares and/or Contributions are
delivered to the Participant. The Company may, but is not obligated to, permit
the Participant to change the designation of beneficiary. Any designation and/or
change must be on a form approved by the Company. 

(b) If a Participant dies, and in the absence of a
valid beneficiary designation, the Company will deliver any shares of Common
Stock and/or Contributions to the executor or administrator of the estate of the
Participant. If no executor or administrator has been appointed (to the
knowledge of the Company), the Company, in its sole discretion, may deliver such
shares of Common Stock and/or Contributions to the Participant’s spouse,
dependents or relatives, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate. 

11. ADJUSTMENTS UPON CHANGES IN COMMON STOCK; CORPORATE
TRANSACTIONS. 

(a) On a Capitalization Adjustment, the Board will
appropriately and proportionately adjust: (i) the class(es) and maximum number
of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es)
and maximum number of securities by which the share reserve is to increase
automatically each year pursuant to Section 3(a), (iii) the class(es) and number
of securities subject to, and the purchase price applicable to outstanding
Offerings and Purchase Rights, and (iv) the class(es) and number of securities
that are the subject of the purchase limits under each ongoing Offering. The
Board will make these adjustments, and its determination will be final, binding
and conclusive. 

(b) On a Corporate Transaction, then: (i) any
surviving corporation or acquiring corporation (or the surviving or acquiring
corporation’s parent company) may assume or continue outstanding Purchase Rights
or may substitute similar rights (including a right to acquire the same
consideration paid to the stockholders in the Corporate Transaction) for
outstanding Purchase Rights, or (ii) if any surviving or acquiring corporation
(or its parent company) does not assume or continue such Purchase Rights or does
not substitute similar rights for such Purchase Rights, then the Participants’
accumulated Contributions will be used to purchase shares of Common Stock within
ten business days prior to the Corporate Transaction under the outstanding
Purchase Rights, and the Purchase Rights will terminate immediately after such
purchase. 







12.
AMENDMENT, TERMINATION OR
SUSPENSION OF THE PLAN.


(a) The Board may amend the Plan at any time in any
respect the Board deems necessary or advisable. However, except as provided in
Section 11(a) relating to Capitalization Adjustments, stockholder approval will
be required for any amendment of the Plan for which stockholder approval is
required by applicable law or listing requirements, including any amendment that
either (i) materially increases the number of shares of Common Stock available
for issuance under the Plan, (ii) materially expands the class of individuals
eligible to become Participants and receive Purchase Rights, (iii) materially
increases the benefits accruing to Participants under the Plan or materially
reduces the price at which shares of Common Stock may be purchased under the
Plan, (iv) materially extends the term of the Plan, or (v) expands the types of
awards available for issuance under the Plan, but in each of (i) through (v)
above only to the extent stockholder approval is required by applicable law or
listing requirements. 

(b) The Board may suspend or terminate the Plan at
any time. No Purchase Rights may be granted under the Plan while the Plan is
suspended or after it is terminated. 

(c) Any benefits, privileges, entitlements and
obligations under any outstanding Purchase Rights granted before an amendment,
suspension or termination of the Plan will not be materially impaired by any
such amendment, suspension or termination except (i) with the consent of the
person to whom such Purchase Rights were granted, (ii) as necessary to comply
with any laws, listing requirements, or governmental regulations (including,
without limitation, the provisions of Section 423 of the Code and the
regulations and other interpretive guidance issued thereunder relating to
Employee Stock Purchase Plans) including without limitation any such regulations
or other guidance that may be issued or amended after the Effective Date, or
(iii) as necessary to obtain or maintain favorable tax, listing, or regulatory
treatment. To be clear, the Board may amend outstanding Purchase Rights without
a Participant’s consent if such amendment is necessary to ensure that the
Purchase Right and/or the Plan complies with the requirements of Section 423 of
the Code. 

13. CODE SECTION 409A; TAX QUALIFICATION. 

(a) Purchase Rights granted under the 423 Component
are intended to be exempt from the application of Section 409A of the Code under
Treasury Regulation Section 1.409A-1(b)(5)(ii). Purchase Rights granted under
the Non-423 Component to U.S. taxpayers are intended to be exempt from the
application of Section 409A of the Code under the short-term deferral exception
and any ambiguities will be construed and interpreted in accordance with such
intent. Subject to Section 13(b) hereof, Purchase Rights granted to U.S.
taxpayers under the Non-423 Component will be subject to such terms and
conditions that will permit such Purchase Rights to satisfy the requirements of
the short-term deferral exception available under Section 409A of the Code,
including the requirement that the shares subject to a Purchase Right be
delivered within the short-term deferral period. Subject to Section 13(b)
hereof, in the case of a Participant who would otherwise be subject to Section
409A of the Code, to the extent the Board determines that a Purchase Right or
the exercise, payment, settlement or deferral thereof is subject to Section 409A
of the Code, the Purchase Right will be granted, exercised, paid, settled or
deferred in a manner that will comply with Section 409A of the Code, including
U.S. Department of Treasury regulations and other interpretive guidance issued
thereunder, including without limitation any such regulations or other guidance
that may be issued after the adoption of the Plan. Notwithstanding the
foregoing, the Company will have no liability to a Participant or any other
party if the Purchase Right that is intended to be exempt from or compliant with
Section 409A of the Code is not so exempt or compliant or for any action taken
by the Board with respect thereto. 

(b) Although the Company may endeavor to (i) qualify
a Purchase Right for favorable tax treatment under the laws of the United States
or jurisdictions outside of the United States or (ii) avoid adverse tax
treatment (e.g., under Section 409A of the Code), the Company makes no
representation to that effect and expressly disavows any covenant to maintain
favorable or avoid unfavorable tax treatment, notwithstanding anything to the
contrary in this Plan, including Section 13(a) hereof. The Company will be
unconstrained in its corporate activities without regard to the potential
negative tax impact on Participants under the Plan. 

14. EFFECTIVE DATE OF PLAN.


The Plan will become
effective on the IPO Date. No Purchase Rights will be exercised unless and until
the Plan has been approved by the stockholders of the Company, which approval
must be within 12 months before or after the date the Plan is adopted (or if
required under Section 12(a) above, materially amended) by the Board.


15. MISCELLANEOUS PROVISIONS.


(a) Proceeds from the sale of shares of Common Stock
pursuant to Purchase Rights will constitute general funds of the Company.


(b) A Participant will not be deemed to be the holder
of, or to have any of the rights of a holder with respect to, shares of Common
Stock subject to Purchase Rights unless and until the Participant’s shares of
Common Stock acquired upon exercise of Purchase Rights are recorded in the books
of the Company (or its transfer agent). 







(c) The Plan and Offering do not constitute an
employment contract. Nothing in the Plan or in the Offering will in any way
alter the at will nature of a Participant’s employment, if applicable, or be
deemed to create in any way whatsoever any obligation on the part of any
Participant to continue in the employ of the Company or a Related Corporation or
an Affiliate, or on the part of the Company or a Related Corporation or an
Affiliate to continue the employment of a Participant. 

(d) The provisions of the Plan will be governed by
the laws of the State of California without resort to that state’s conflicts of
laws rules. 

(e) If any particular provision of the Plan is found
to be invalid or otherwise unenforceable, the provision will not affect the
other provisions of the Plan, but the Plan will be construed in all respects as
if the invalid provision were omitted. 

16. DEFINITIONS. 

As used in the Plan, the
following definitions will apply to the capitalized terms indicated below:


(a) “423 Component” means
the part of the Plan, which excludes the Non-423 Component, pursuant to which
Purchase Rights that satisfy the requirements for Employee Stock Purchase Plans
may be granted to Eligible Employees. 

(b) “Affiliate” means any
branch or representative office of a Related Corporation, as determined by the
Board, whether now or hereafter existing. 

(c) “Board” means the Board
of Directors of the Company. 

(d) “Capital Stock” means
each and every class of common stock of the Company, regardless of the number of
votes per share. 

(e) “Capitalization Adjustment” means any change that is made in, or other events that occur with
respect to, the Common Stock subject to the Plan or subject to any Purchase
Right after the Effective Date without the receipt of consideration by the
Company through merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend, dividend in property other than cash, large
nonrecurring cash dividend, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or other similar
equity restructuring transaction, as that term is used in Financial Accounting
Standards Board Accounting Standards Codification Topic 718 (or any successor
thereto). Notwithstanding the foregoing, the conversion of any convertible
securities of the Company will not be treated as a Capitalization Adjustment.


(f) “Code” means the U.S.
Internal Revenue Code of 1986, as amended. 

(g) “Committee” means a
committee of one or more members of the Board to whom authority has been
delegated by the Board.

(h) “Common Stock” means,
as of 5:00 p.m. Eastern time on September 22, 2016, the common stock of the Company, having 1 vote per
share.

(i) “Company” means Yelp
Inc., a Delaware corporation. 

(j) “Contributions” means
the payroll deductions and other additional payments specifically provided for
in the Offering that a Participant contributes to fund the exercise of a
Purchase Right. A Participant may make additional payments into his or her
account if specifically provided for in the Offering, and then only if the
Participant has not already had the maximum permitted amount withheld during the
Offering through payroll deductions. 

(k) “Corporate Transaction”
means the occurrence, in a single transaction or in a series of related
transactions, of any one or more of the following events: 

(i) the consummation of a
sale or other disposition of all or substantially all, as determined by the
Board in its sole discretion, of the consolidated assets of the Company and its
Subsidiaries; 

(ii) the consummation of a
sale or other disposition of at least 50% of the outstanding securities of the
Company; 

(iii) the consummation of
a merger, consolidation or similar transaction following which the Company is
not the surviving corporation; or 







(iv) the consummation of a
merger, consolidation or similar transaction following which the Company is the
surviving corporation but the shares of Common Stock outstanding immediately
preceding the merger, consolidation or similar transaction are converted or
exchanged by virtue of the merger, consolidation or similar transaction into
other property, whether in the form of securities, cash or otherwise.


(l) “Designated Non-423 Corporation” means any Related Corporation or Affiliate selected by the Board as
eligible to participate in the Non-423 Component. 

(m) “Designated Company” means a Designated
Non-423 Corporation or Designated 423 Corporation. 

(n) “Designated 423 Corporation” means any Related Corporation selected by the Board as eligible to
participate in the 423 Component. 

(o) “Director” means a
member of the Board. 

(p) “Eligible Employee”
means an Employee who meets the requirements set forth in the document(s)
governing the Offering for eligibility to participate in the Offering, provided
that the Employee also meets the requirements for eligibility to participate set
forth in the Plan. 

(q) “Employee” means any
person, including an Officer or Director, who is treated as an employee in the
records of the Company or a Related Corporation (including an Affiliate).
However, service solely as a Director, or payment of a fee for such services,
will not cause a Director to be considered an “Employee” for purposes of the
Plan. 

(r) “Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued
under an “employee stock purchase plan,” as that term is defined in Section
423(b) of the Code. 

(s) “Exchange Act” means
the U.S. Securities Exchange Act of 1934, as amended. 

(t) “Fair Market Value”
means, as of any date, the value of the Common Stock determined as follows:


(i) If the Common Stock is
listed on any established stock exchange or traded on any established market,
the Fair Market Value of a share of Common Stock will be the closing sales price for the stock as quoted on such exchange or
market (or the exchange or market with the greatest volume of trading in the
Common Stock) on the date of determination, as
reported in such source as the Board deems reliable. Unless otherwise provided
by the Board, if there is no closing sales price for the Common Stock on the
date of determination, then the Fair Market Value will be the closing sales
price on the last preceding date for which such quotation exists. 

(ii) In the absence of
such markets for the Common Stock, the Fair Market Value will be determined by
the Board in good faith in compliance with applicable laws. 

(iii) Notwithstanding the
foregoing, for any Offering that commences on the IPO Date, the Fair Market
Value of the shares of Common Stock on the Offering Date will be the price per
share at which shares are first sold to the public in the Company’s initial
public offering as specified in the final prospectus for that initial public
offering. 

(u) “IPO Date” means the
date of the underwriting agreement between the Company and the underwriter(s)
managing the initial public offering of the Common Stock, pursuant to which the
Common Stock is priced for the initial public offering. 

(v) “Non-423 Component”
means the part of the Plan, which excludes the 423 Component, pursuant to which
Purchase Rights that are not intended to satisfy the requirements for Employee
Stock Purchase Plans may be granted to Eligible Employees. 

(w) “Offering” means the
grant to Eligible Employees of Purchase Rights, with the exercise of those
Purchase Rights automatically occurring at the end of one or more Purchase
Periods. The terms and conditions of an Offering will generally be set forth in
the “Offering
Document” approved by the
Board for that Offering. 

(x) “Offering Date” means a
date selected by the Board for an Offering to commence. 

(y) “Officer” means a
person who is an officer of the Company or a Related Corporation within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder. 







(z) “Participant” means an
Eligible Employee who holds an outstanding Purchase Right. 

(aa) “Plan” means this Yelp
Inc. 2012 Employee Stock Purchase Plan, including both the 423 and Non-423
Components, as amended from time to time. 

(bb) “Purchase Date” means
one or more dates during an Offering selected by the Board on which Purchase
Rights will be exercised and on which purchases of shares of Common Stock will
be carried out in accordance with that Offering. 

(cc) “Purchase Period” means
a period of time specified within an Offering, generally beginning on the
Offering Date or on the first Trading Day following a Purchase Date, and ending
on a Purchase Date. An Offering may consist of one or more Purchase Periods.


(dd) “Purchase Right” means
an option to purchase shares of Common Stock granted pursuant to the Plan.


(ee) “Related Corporation”
means any “parent corporation” or “subsidiary corporation” of the Company
whether now or subsequently established, as those terms are defined in Sections
424(e) and (f), respectively, of the Code. 

(ff) “Securities Act” means
the U.S. Securities Act of 1933, as amended. 

(gg) “Trading Day” means any
day on which the exchange(s) or market(s) on which shares of Common Stock are
listed, including but not limited to the NYSE, Nasdaq Global Select Market, the
Nasdaq Global Market, the Nasdaq Capital Market or any successors thereto, is
open for trading.