EX-10.17(I)



 Exhibit 10.17(I) 

YAHOO! INC. 
 NOTICE OF
RESTRICTED STOCK UNIT GRANT 
 Marissa A. Mayer 
 You
have been granted an award of Restricted Stock Units by Yahoo! Inc. (the “Company”) as follows: 
  

			
	Date of Grant:	  	27-Feb-2014
		
	Total Number of Restricted	  	155,965
	Stock Units Granted:	  	
		
	Type of RSU:	  	U.S. Executive RSU (Mayer Version)
		
	Vesting Commencement Date:	  	27-Feb-2014
		
	Vesting Schedule:	  	

  

																					
	 Shares
	  	Vesting Date	 	  	Shares	 	  	Vesting Date	 	  	Shares	 	  	Vesting Date	 
	 51,989
	  	 	27-Feb-2015	 	  	 	4,333	 	  	 	27-Nov-2015	 	  	 	4,332	 	  	 	27-Jul-2016	 
	 4,332
	  	 	27-Mar-2015	 	  	 	4,332	 	  	 	27-Dec-2015	 	  	 	4,333	 	  	 	27-Aug-2016	 
	 4,332
	  	 	27-Apr-2015	 	  	 	4,332	 	  	 	27-Jan-2016	 	  	 	4,332	 	  	 	27-Sep-2016	 
	 4,333
	  	 	27-May-2015	 	  	 	4,333	 	  	 	27-Feb-2016	 	  	 	4,332	 	  	 	27-Oct-2016	 
	 4,332
	  	 	27-Jun-2015	 	  	 	4,332	 	  	 	27-Mar-2016	 	  	 	4,333	 	  	 	27-Nov-2016	 
	 4,332
	  	 	27-Jul-2015	 	  	 	4,332	 	  	 	27-Apr-2016	 	  	 	4,332	 	  	 	27-Dec-2016	 
	 4,333
	  	 	27-Aug-2015	 	  	 	4,333	 	  	 	27-May-2016	 	  	 	4,332	 	  	 	27-Jan-2017	 
	 4,332
	  	 	27-Sep-2015	 	  	 	4,332	 	  	 	27-Jun-2016	 	  	 	4,333	 	  	 	27-Feb-2017	 
	 4,332
	  	 	27-Oct-2015	 	  				  				  				  			

  

			
	Manner of Payment by Company:	  	Stock
		
	Governing Documents:	  	1995 Stock Plan (the “Plan”)
		  	RSU Award Agreement for U.S. Executives (Mayer Version)

 By your acceptance of this award through the Company’s online acceptance procedure (or by your signature and the
signature of the Company’s representative below): 
  

	 	•	 	you acknowledge receiving and reviewing the Governing Documents (listed above) and the Supplemental Documents (listed below); 

  

	 	•	 	you agree that the Restricted Stock Units are granted under and governed by the terms and conditions of the Governing Documents and you agree to be bound by the terms of this agreement and the Governing Documents, all
of which are hereby incorporated by reference into this agreement; and 









	 	•	 	you consent to the collection, use and transfer, in electronic or other form, of your personal data as described in the Governing Documents for the purpose of implementing, administering and managing your
participation in the Plan. 

 This agreement shall be construed and determined in accordance with the laws of the U.S. State of Delaware
(without giving effect to the conflict of laws principles thereof) and shall be deemed to have been executed and delivered by the parties hereto as of the Date of Grant. 
  

							
	GRANTEE:	 		 	YAHOO! INC.
				
	 [Click here to accept]
	 		 	By:	 	 /s/ Kenneth Goldman

	Signature	 		 		 	Kenneth Goldman
				
	 Marissa A. Mayer
	 		 	Title:	 	 Chief Financial Officer

	Name	 		 		 	
			
	Supplemental Documents:	 		 	Insider Trading Policy
		 		 	U.S. Prospectus








 YAHOO! INC. 

1995 STOCK PLAN 

RESTRICTED STOCK UNIT AWARD AGREEMENT 

FOR U.S. EXECUTIVES 

(Mayer Version) 
 Section 1. Grant
of Restricted Stock Unit Award 
  

	(a)	Grant of Restricted Stock Units (“RSUs”). Yahoo! Inc., a Delaware corporation (the “Company”), hereby grants to the grantee (the “Grantee”) named in the Notice of Restricted Stock
Unit Grant (the “Notice of Grant”) the total number of RSUs set forth in the Notice of Grant, on the terms and conditions set forth in this Restricted Stock Unit Award Agreement for U.S. Executives (Mayer Version) (this
“Agreement”) and as otherwise provided in the Yahoo! Inc. 1995 Stock Plan, as amended (the “Award”). 

  

	(b)	Incorporation of Plan; Capitalized Terms. The provisions of the Yahoo! Inc. 1995 Stock Plan, as amended (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 RSUs provided in Section 1(a) shall be subject to the following terms, conditions and restrictions: 

 

	(a)	Limitations on Rights Associated with RSUs. The RSUs 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
RSUs. 

  

	(b)	Restrictions. The RSUs 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 RSUs 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, on each vesting date specified in the vesting schedule set forth in the Notice of Grant, the number of RSUs set forth opposite such vesting date
shall vest and become non-forfeitable. 


  

			
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	(d)	Timing and Manner of Payment of RSUs. As soon as practicable after (and in no case more than seventy-four days after) the date any RSUs subject to the Award become non-forfeitable (the “Payment Date”),
such RSUs shall be paid by the Company delivering to the Grantee a number of Shares equal to the number of RSUs 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. The Grantee shall not be required to pay any cash consideration for the RSUs 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 RSUs that are so paid. Notwithstanding anything herein to the contrary, the Company shall have no obligation to issue Shares in payment of the RSUs 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; Leaves of Absence. 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, or should
the Grantee take a leave of absence from employment with the Company, Parent or any Subsidiary: 

  

	 	(i)	General. Except as expressly provided below in this Section 2(e) 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 RSUs granted hereunder, such portion of the RSUs held by the Grantee shall be automatically forfeited by the Grantee as of
the date of termination. (The date of any such termination of the Grantee’s employment or service is referred to in this Agreement as the “Termination Date.”) Neither the Grantee nor any of the Grantee’s successors, heirs,
assigns or personal representatives shall have any rights or interests in any RSUs that are forfeited pursuant to any provision of this Agreement. 

  

	 	(ii)	Termination Without Cause or Due to Death or Disability. Notwithstanding the foregoing clause (i) but subject to Section 2(g) below: 


 

	 	(A)	 Termination During Annual Vesting Period: subject to clause (ii)(B) below, in the event (1) the termination of the Grantee’s
employment is by the Company, Parent or Subsidiary without Cause (as such term is defined in the Grantee’s offer letter with the Company dated July 16, 2012 (the “Offer Letter”)) or due to the Grantee’s death or Total
Disability (as defined in the Plan) and the Grantee complies with the release and other requirements described in Section 2(j), (2) the Termination Date is not a scheduled vesting date and is six months or less before the next scheduled
vesting date, and (3) on the Termination Date the period of time between (x) the then-prior vesting date (or, if none, the date of grant specified in 



  

			
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the Notice of Grant (the “Date of Grant”) or any earlier vesting commencement date specified by the Administrator at the time of grant) and (y) the next scheduled vesting date is
six months or more, then the RSUs that are scheduled to vest on the next scheduled vesting date (to the extent then outstanding and unvested) shall vest and become non-forfeitable on the later of the Termination Date or the date the Grantee’s
full release of any and all claims against the Company as contemplated by Section 2(j) becomes irrevocable. Any RSUs that vest pursuant to this clause (ii)(A) shall be paid as soon as practicable after (and in no case more than seventy-four
days after) the Termination Date (provided, that if the period for the Grantee to consider and revoke any such release spans two different calendar years, payment of such RSUs will be made within such prescribed time period, but in the second of
those two years). Any RSUs that do not vest in accordance with the foregoing provisions of this clause (ii)(A) shall be automatically forfeited by the Grantee as of the Termination Date. For avoidance of doubt, this clause (ii)(A) will not apply to
any such termination (other than a termination due to the Grantee’s death or Total Disability) that occurs at any time within the 12-month period following a Change in Control (as defined below). 


 

	 	(B)	Front-Loaded Awards - Termination During Annual Vesting Period: notwithstanding the foregoing clause (ii)(A), in the event (1) the termination of the Grantee’s employment is by the Company, Parent or
Subsidiary without Cause or due to the Grantee’s death or Total Disability and the Grantee complies with the release and other requirements described in Section 2(j), and (2) this award is designated as “front loaded” in the
Notice of Grant, then the number of RSUs that vest upon the later of the Termination Date or the date the Grantee’s full release of any and all claims against the Company as contemplated by Section 2(j) becomes irrevocable shall equal the
quotient of (x) any RSUs that would have vested under clause (ii)(A) if this were not a front-loaded award, divided by (y) the number of years of annual awards this grant represents, as stated in the Notice of Grant. Any RSUs that vest
pursuant to this clause (ii)(B) shall be paid as soon as practicable after (and in no case more than seventy-four days after) the Termination Date (provided, that if the period for the Grantee to consider and revoke any such release spans two
different calendar years, payment of such RSUs will be made within such prescribed time period, but in the second of those two years). Any RSUs that do not vest in accordance with the foregoing provisions of this clause (ii)(B) shall be
automatically forfeited be the Grantee as of the Termination Date. For avoidance of doubt, this clause (ii)(B) will not apply to any such termination (other than a termination due to the Grantee’s death or Total Disability) that occurs at any
time within the 12-month period following a Change in Control. 


  

			
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	 	(iii)	Leaves of Absence. Unless otherwise expressly provided in a Company leave of absence vesting policy approved by the Administrator or otherwise by the Administrator, and subject to compliance with all applicable
laws relating to the Grantee’s employment by the Company, Parent or Subsidiary (as applicable), in the event the Grantee takes an authorized leave of absence from the Company, Parent or Subsidiary (as applicable), each vesting date specified in
the vesting schedule set forth in the Notice of Grant that has not occurred as of the commencement of such leave of absence shall be tolled for the number of calendar days in the period that the Grantee is on such leave of absence, beginning with
the commencement date of such leave of absence, but not beyond the maximum term of this Award as provided in the Plan (and any RSUs that have not vested and become non-forfeitable when such maximum term is reached shall be automatically forfeited by
the Grantee). (For example, if the scheduled vesting date is January 1, 2014 and, prior to that date the Grantee commences a leave of absence spanning 365 calendar days, the vesting date shall (unless otherwise expressly provided in a Company
leave of absence policy approved by the Administrator or otherwise by the Administrator) be tolled for 365 days and shall become January 1, 2015.) 

  

	(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 RSUs 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 (as defined below) prior to the date the RSUs have either become vested and non-forfeitable or have been forfeited
pursuant to this Agreement: 

  

	 	(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 such term is defined in the Offer Letter) and the Grantee complies with the release and other requirements described in Section 2(j), the RSUs subject to the
Award, to the 



  

			
	RSU Award Agreement for U.S. Executives (Mayer Version) (February 2014)	  	4










	 	
extent then outstanding and not vested, shall become fully vested and non-forfeitable as of the later of the Grantee’s Termination Date or the date any such release becomes final and
irrevocable. Any RSUs that vest pursuant to this clause (i) shall be paid as soon as practicable after (and in no case more than seventy-four days after) the Termination Date (provided, that if the period for the Grantee to consider and revoke
any such release spans two different calendar years, payment of such RSUs will be made within such prescribed time period, but in the second of those two years). 

  


	 	(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 40% or more of the
combined voting power of the Company’s then outstanding securities (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates); 


 

	 	(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 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. 


  

			
	RSU Award Agreement for U.S. Executives (Mayer Version) (February 2014)	  	5









 This Award of RSUs shall not be subject to the acceleration of vesting provisions of
Section 2.5 of the Amended and Restated Yahoo! Inc. Change in Control Employee Severance Plan for Level I and Level II Employees. 
  

	(h)	Income Taxes. Except as provided in the next three sentences, 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 RSUs
having a Fair Market Value equal to the taxes that the Company determines it or the Grantee’s employer is required to withhold under applicable tax laws with respect to the RSUs (with such withholding obligation determined based on any
applicable minimum statutory withholding rates) (“Net Share Settlement”). In the event that 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 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. Notwithstanding the foregoing, if the Grantee has been designated
by the Company’s Board of Directors as an “executive officer” (as such term is defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended) the Administrator may (but is under no obligation to) allow the Grantee,
during such times and under such terms as the Administrator may provide, to elect in advance whether tax withholding obligations in connection with the RSUs will be satisfied (1) by Net Share Settlement, or (2) by the Grantee making a
payment in cash to the Company (a “Cash Settlement”); and if the Grantee has a Cash Settlement election in effect on the Date of Grant as to other Company RSU awards, such election shall also apply to this Award, unless and until such
election is modified in accordance with its terms. 

  

	(i)	No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan, or the
Grantee’s acquisition or sale of the underlying Shares. The Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to
the Plan. 

  

	(j)	 Conditions of Accelerated Vesting; Exclusive Remedy. The accelerated vesting provisions specified in Sections 2(e) and 2(g) above are
conditioned on (1) the Grantee’s signing a full release of any and all claims against the Company in a release form acceptable to the Company (within the period specified in it by the Company, which in no event shall be more than fifty
days following the Grantee’s Termination Date) and the Grantee’s not revoking such release pursuant to any revocation rights afforded by applicable law, and (2) the Grantee’s compliance with the Grantee’s obligations under
his 



  

			
	RSU Award Agreement for U.S. Executives (Mayer Version) (February 2014)	  	6










	 	
or her Employee Confidentiality and Assignment of Inventions Agreement, or similar agreement. The Grantee agrees that such accelerated vesting benefits specified in this Agreement (and any
applicable severance benefits provided under a written agreement with the Company then in effect in accordance with its terms) will constitute the exclusive and sole remedy for any termination of the Grantee’s employment and the Grantee
covenants not to assert or pursue any other remedies, at law or in equity, with respect to the Grantee’s termination and/or employment. 


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. The Grantee understands and agrees that the vesting of Shares pursuant to Section 2 above is earned only by continuing in the employ or service of the Company at the will of
the Company (not through the act of being hired, being granted the RSUs or acquiring Shares under this Agreement). The Grantee further acknowledges and agrees that nothing in this Agreement, nor in the Plan which is incorporated in this Agreement by
reference, shall confer upon the Grantee any right with respect to continuation as an employee or consultant with the Company, a Parent or any Subsidiary, nor shall it interfere with or restrict in any way the right of the Company, a 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/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)	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.



  

			
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	(f)	Section 409A. This Agreement and the Award are intended to comply with or be exempt from, as the case may be, Section 409A of the Code so as to not result in any tax, penalty or interest thereunder.
This Agreement and the Award shall be construed and interpreted accordingly. Except for the Company’s tax withholding rights, the Grantee shall be solely responsible for any and all tax liability with respect to the Award. 


 

	(g)	Invalid Provision. The invalidity or unenforceability of any particular provision hereof 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. 

  

	(h)	Governing Law/Choice of Venue. 

  

	 	(i)	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), as
provided in the Plan. 

  

	 	(ii)	For the purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by the Award or this Agreement, the parties hereby submit and consent to the exclusive
jurisdiction of the State of California where this grant is made and/or to be performed and agree that such litigation shall be conducted only in the courts of Santa Clara County, California, or the federal court of the United States for the
Northern District of California, and no other courts. 

  

	(i)	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. 

  

	(j)	Recoupment. Notwithstanding any other provision herein, the recoupment or “clawback” policies adopted by the Administrator and applicable to equity awards, as such policies are in effect from time to
time, shall apply to the Award and any Shares that may be issued in respect of the Award. 

  

	(k)	Entire Agreement. This Agreement, the Notice of Grant, the Plan, and the Offer Letter 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. 

  

	(l)	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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	(m)	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. 


 

	(n)	Signature. This Agreement shall be deemed executed by the Company and the Grantee as of the Date of Grant upon execution by such parties (or upon the Grantee’s online acceptance) of the Notice of Grant.



  

			
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