EXHIBIT 10.33


 


YAHOO! INC.


1995 STOCK PLAN

(AS AMENDED AND RESTATED MAY 19, 2005)


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


THIS
RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of                       ,
2005 (the “Date of Grant”), is made by and between Yahoo! Inc., a Delaware
corporation (the “Company”), and                         (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;


 


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 (the “Award”) 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/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.


 


(b)                                 Restrictions.  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 


 


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of descent and
distribution, during the Restricted Unit Period.  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  [Time-based vesting:
Except as may be otherwise provided herein, the Restricted Stock Units subject
to the Award shall become non-forfeitable on the third anniversary of the Date
of Grant.]


 


[Performance-based
vesting: Except as may otherwise be provided herein, the
Restricted Stock Units subject to the Award shall become non-forfeitable upon
the satisfaction of the performance-based objectives and conditions set forth
on Exhibit A hereto. 
Notwithstanding anything to the contrary in this Section 2(c), in
no event shall any such restrictions lapse prior to the first anniversary of
the Date of Grant.]


 


(d)                                 Timing and Manner of Payment of Restricted Stock
Units.


 


[Award
paid in cash: As soon as practicable after the date any
Restricted Stock Units subject to the Award become non-forfeitable (the “Payment
Date”), such Restricted Stock Units shall be paid in a lump sum cash payment
equal in the aggregate to the Fair Market Value of a Share on the Payment Date
multiplied by the number of such Restricted Stock Units that become
non-forfeitable upon that Payment Date. 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.]


 


[Award
paid in Stock: As soon as practicable 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.  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 Affiliates 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 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 Stock Exchange.]


 


[Award
paid in Cash or Stock at Company’s Option: 
As soon as practicable after the date any Restricted
Stock Units subject to the Award become non-forfeitable (the “Payment Date”),
such Restricted Stock Units shall be paid, at the Company’s option, (i) in
a lump sum cash payment equal in the aggregate to the Fair Market Value of a
Share on the Payment Date multiplied by the number of such Restricted Stock
Units that become non-forfeitable upon that Payment Date or (ii) 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.  If the Restricted Stock Units are paid in Shares,
the Company shall issue the Shares either (i) in 


 


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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
Affiliates 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.  In the event of the termination of Grantee’s
employment or service with the Company, Parent, Subsidiary or any Affiliate 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.(1)  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.


 


(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)(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. The Grantee shall pay to the
Company at the time the Grantee recognizes taxable income in respect of the
Restricted Stock Units an amount equal to the taxes the Company determines it
is required to withhold under applicable tax laws with respect to the
Restricted Stock Units.  Such payment may
be made by any of, or a combination of, the following methods:  (i) cash or check; (ii) out of any
amounts payable in cash to Grantee under Section 2(d) hereof; (iii) out
of the Grantee’s current compensation; (iv) if permitted by the
Administrator in its discretion, surrender of shares of Common Stock of the
Company which 


 










(1) [In accordance with Section 12(b) of
the Plan, the Administrator may provide, in its sole discretion, that upon the
termination of the Grantee’s Continuous Status as an Employee or Consultant (i) without
Cause, (ii) by the Grantee for Good Reason, or (iii) due to the
Grantee’s death or Total Disability, the Restricted Stock Units shall become
fully or partially non-forfeitable on the date of such termination.]  [Time-based
awards only.]


 


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(a) either have been
owned by the Grantee for more than six (6) months as of 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 amount required to be
withheld; or (v) if permitted by the Administrator in its discretion, by
electing to have the Company withhold from the Grantee any Shares otherwise
payable to the Grantee pursuant to Section 2(d) hereof having a Fair
Market Value equal to the minimum statutory amount required to be withheld in
connection with the payment of the Restricted Stock Units.  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 (the “Tax
Date”).


 


All
elections by the Grantee to have Shares withheld or repurchased to satisfy tax
withholding obligations shall be made in writing in a form acceptable to the
Administrator and shall be subject to the following restrictions:


 


(i)                                     the
election must be made on or prior to the applicable Tax Date;


 


(ii)                                  once
made, the election shall be irrevocable as to the particular Shares as to which
the election is made;


 


(iii)                               all
elections shall be subject to the consent or disapproval of the Administrator;
and


 


(iv)                              if
the Grantee is subject to Section 16 of the Exchange Act, the election
must comply with the applicable provisions of Rule 16b-3 promulgated under
the Exchange Act and shall be subject to such additional conditions or
restrictions as may be required thereunder to qualify for the maximum exemption
from Section 16 of the Exchange Act with respect to Plan transactions.


 


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.


 


(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, a Subsidiary or any Affiliate or shall interfere with or
restrict in any way the right of the Company, Parent, Subsidiary or any
Affiliate, 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.


 


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(c)                                  Bound by Plan.  By signing this Agreement, the Grantee
acknowledges that he/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.


 


(g)                                 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.


 


(h)                                 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.


 


(i)                                     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.


 


(j)                                     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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IN
WITNESS WHEREOF, this Agreement has been executed and delivered by the parties
hereto as of the         day of                ,
2005.


 


	
   

  	
  YAHOO! INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  [Insert Name]

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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EXHIBIT A


 


PERFORMANCE-BASED
OBJECTIVES AND CONDITIONS


 


A-1