EX-10.6



 Exhibit 10.6 

 
 



 
 «date» 
 «full_name» 
 «address_line_1» 

«city», «state» «zip_code» 
 Dear «first_name»: 
 On behalf of Yahoo! Inc. (“Yahoo!” or the
“Company”), I am pleased to inform you that Yahoo! will provide you with the severance protections described in this letter agreement (“Agreement”). This Agreement is being offered to you to provide both you and Yahoo! with
certainty in the event that your employment with Yahoo! is terminated by Yahoo! without Cause.1 You will not be entitled to any severance benefits under this Agreement if your employment is terminated with Cause, if you voluntarily resign from your employment with Yahoo! for any reason or if your
employment terminates due to your death or disability (except as related to Equity Awards and specifically described
below).2 

 

	1 	For purposes of this Agreement, “Cause” means termination of your employment by the Company based upon the occurrence of one or more of the following which,
with respect to clauses (1), (2) and (3) below, if curable, you have not cured within fourteen (14) days after you receive written notice from the Company specifying with reasonable particularity such occurrence: (1) your refusal
or material failure to perform your job duties and responsibilities (other than by reason of your serious physical or mental illness, injury or medical condition), (2) your failure or refusal to comply in any material respect with material
Company policies or lawful directives, (3) your material breach of any contract or agreement between you and the Company (including but not limited to this Agreement and the Employee Confidentiality and Assignment of Inventions Agreement
between you and the Company), or your material breach of any statutory duty, fiduciary duty or any other obligation that you owe to the Company, (4) your commission of an act of fraud, theft, embezzlement or other unlawful act against the
Company or involving its property or assets or your engaging in unprofessional, unethical or other intentional acts that materially discredit the Company or are materially detrimental to the reputation, character or standing of the Company, or
(5) your indictment or conviction or nolo contendere or guilty plea with respect to any felony or crime of moral turpitude. Following notice and cure as provided in the preceding sentence, upon any additional one-time occurrence of one or more
of the events enumerated in that sentence, the Company may terminate your employment for Cause without notice and opportunity to cure. However, should the Company choose to offer you another opportunity to cure, it will not be deemed a waiver of its
rights under this provision. 


	2 	In no event will you be considered to have terminated employment for purposes of this letter if your employment by Yahoo! (including a subsidiary or affiliate)
terminates and, immediately after such termination, you continue as an employee of another subsidiary or affiliate of Yahoo! (or Yahoo! Inc. if you had previously been employed by a subsidiary). 


  

					
	Severance Agreement (February 2013)	 	1	 	









 Severance. If your employment is terminated by Yahoo! without Cause (and
other than due to your death or disability (except as related to Equity Awards and specifically described below)) and you comply with the release and other requirements described in this Agreement, then you will be entitled to the benefits set forth
below this paragraph. Yahoo! will provide you with written notice that your employment will terminate (the “Termination Notice”). You may remain employed by Yahoo! for a period of time as determined by Yahoo!, in its sole discretion, after
the Termination Notice is provided (the “Notice Period”), but such period will not exceed             months. (For purposes of clarity, a Notice Period is not required, and the
Company may terminate your employment immediately at any time upon delivery of a Termination Notice without providing a Notice Period. You will not be entitled to the benefits described below if you resign from employment during the Notice Period
before the termination date determined by Yahoo!) The date your employment with Yahoo! terminates will be considered your “Termination Date.” 
  

	 	1.	Yahoo! will pay you the following amounts in cash as severance: 

  

	 	a.	an amount equal to your base salary (at the monthly rate in effect at the time the Termination Notice is provided to you) for a period of
            months less the number of months in the Notice Period (including partial months), such amount to be paid in a single lump sum; [For EVPs, use 12 months; for SVPs,
use 6 months.] 

  

	 	b.	a lump sum payment equal to             % of your annual target bonus for the year in which your Termination
Notice is provided; [For EVPs, use 100%; for SVPs, use 50%.] and 

  

	 	c.	If your Termination Date is between January 1 and the date that annual bonus payments are paid for the prior year (typically mid-March), or if your Termination
Date is after payment of such bonus but you were ineligible for such bonus as a result of receiving Termination Notice from Yahoo!, a lump sum payment of the annual bonus you would have been entitled to receive for the prior year if Yahoo! had not
provided you with Termination Notice. 

 The severance payments described above will be made
on or before the 60th business day following your
Termination Date, provided that if such period of 60 business days spans two calendar years, such payments will be made in the second of the two calendar years, and provided, further, that the bonus referred to in 1(c) above (if applicable) will be
paid at the same time bonuses for the applicable year are paid to the Company’s employees generally. 
 If your Termination
Date occurs in 2013, Yahoo! will also pay you a lump sum payment of a prorated bonus for 2013, determined by multiplying (i) the lesser of your annual target bonus for 2013 or the annual bonus you would have been entitled to receive for 2013 if
your employment had not terminated by (ii) a fraction, the numerator of which is the number of whole months of your active employment with Yahoo! during 2013 and the denominator of which is twelve (12). Such payment will be paid at the same
time bonuses for 2013 are paid to the Company’s employees generally. 
  

	 	2.	 Provided that you timely elect continued coverage under COBRA, Yahoo! will pay you an amount (a “Continuation Payment”) equal to your premium
for continued group health 



  

					
	Severance Agreement (February 2013)	 	2	 	










	 	
coverage for the period you continue COBRA coverage (up to a maximum of             months following your Termination Date), provided
that Yahoo!’s obligation to make such Continuation Payments will cease if you become eligible for coverage under the health plan of another employer or Yahoo! ceases to offer group medical coverage to its active executive employees or otherwise
is under no obligation to offer you COBRA continuation coverage (note: you are required to advise Yahoo! immediately upon becoming eligible for coverage under the health plan of another employer). [For EVPs, use 12 months; for SVPs, use 6
months.] 

  

	 	3.	[You will be entitled to accelerated vesting of your then-outstanding equity awards as provided under “Equity Awards” below.] [This
provision and the “Equity Awards” section below should be used for any executive who holds (1) any Yahoo! award granted prior to February 2013, and (2) any Yahoo! award granted on a non-executive form (regardless of when
granted).] 

  

	 	4.	[You will be entitled to accelerated vesting of your then-outstanding equity awards if and only to the extent provided in the applicable award
agreements.] [For executives who hold only executive form awards granted after January 2013, use this provision and delete the “Equity Awards” section below.]  


[Equity Awards. To the extent that you hold equity-based awards that are outstanding and unvested under
Yahoo!’s equity incentive plans as of the date of this Agreement (your “Outstanding Awards”), the award agreement that evidences each such Outstanding Award is hereby amended to include the following applicable severance
protections. 
  

	 	1.	Stock Options. If your employment with Yahoo! is terminated by Yahoo! without Cause or as a result of your death or Total Disability (as such term is defined in
the Yahoo! Inc. 1995 Stock Plan, as amended): 

  

	 	a.	Each of your Outstanding Awards that is a stock option that vests based solely on the passage of time will vest and become exercisable as follows: if the next scheduled
vesting installment of the stock option is an Annual Vesting Installment3 and is scheduled to vest within six months after your Termination Date, such vesting installment (but no other installment of the stock option) will vest on the later of your Termination Date or the date
your full release of any and all claims against Yahoo! becomes final and irrevocable. To the extent that your Outstanding Award already includes an accelerated vesting provision (for all or any portion of the award) that would apply in the event
your employment is terminated by Yahoo! without Cause (or similar term) other than in the 12 months following a change in control of the Company, then such existing provision shall continue to apply in accordance with its terms (and the preceding
sentence shall apply only with respect to a termination of employment due to your death or Total 

  

	3 	 For purposes of this Agreement, “Annual Vesting Installment” means a vesting installment of an award (including any stock option) that is
scheduled to occur six months or more after the immediately preceding vesting installment of the award (or, if there is no such preceding vesting installment, more than six months after the earlier of the date of grant of the award or any vesting
commencement date specified by the plan administrator). 



  

					
	Severance Agreement (February 2013)	 	3	 	










	 	
Disability). Any portion of the option that is not vested (after giving effect to the foregoing acceleration provision, if applicable) will terminate as of your Termination Date.


  

	 	b.	After giving effect to any applicable accelerated vesting, the vested portion of each of your Outstanding Awards that is a stock option will be exercisable for six
months following your Termination Date (or in the case of any portion of a performance option held open on the Termination Date, for six months following the date on which such portion would otherwise have become exercisable due to the
Company’s performance) or any longer period specified in the applicable option agreement, subject to the maximum term applicable to such option. 

  

	 	2.	Time-Based RSUs. If your employment with Yahoo! is terminated by Yahoo! without Cause or as a result of your death or Total Disability, each of your Outstanding
Awards that is a restricted stock unit award (“RSU”) that vests based solely on the passage of time will vest as follows: if the next scheduled vesting installment of the award is an Annual Vesting Installment and is scheduled to vest
within six months after your Termination Date, such vesting installment (but no other installment of the award) will vest on the later of your Termination Date or the date your full release of any and all claims against Yahoo! becomes final and
irrevocable. To the extent that your Outstanding Award already includes an accelerated vesting provision (for all or any portion of the award) that would apply in the event your employment is terminated by Yahoo! without Cause (or similar term)
other than in the 12 months following a change in control, then such existing provision shall continue to apply in accordance with its terms (and the preceding sentence shall apply only with respect to a termination of employment due to your death
or Total Disability). If the period for you to consider and revoke any release contemplated by the first sentence of this paragraph spans two different calendar years, payment of the accelerated RSUs will be made within the time prescribed for
payment by the applicable award agreement, but in the second of those two years. Any portion of the award that is not vested (after giving effect to the foregoing acceleration provision, if applicable) will terminate as of your Termination Date.


  

	 	3.	[Front-Loaded Awards. Notwithstanding paragraphs 1 and 2 immediately above, if your employment with Yahoo! is terminated by Yahoo! in
circumstances that would otherwise entitle you to accelerated vesting of all or a portion of an Outstanding Award pursuant to paragraph 1 or 2 above (other than the clause regarding continued application of an existing provision), and the award is
designated as “front loaded” in the applicable notice of grant (or in any applicable offer letter), then the number of options/RSUs subject to the award that vest (on the later of your Termination Date or the date your full release of any
and all claims against Yahoo! becomes final and irrevocable) will equal the quotient of (a) the portion of the award that would have vested under paragraph 1 or 2 above if the award were not a front-loaded award, divided by (b) the number
of years of annual awards that particular grant represents, as stated in the applicable notice of grant (or in any applicable offer letter). Any RSUs accelerated under this paragraph will be paid as described in paragraph 2 above. Any portion of the
award that is not vested (after giving effect to the foregoing acceleration provision, if applicable) will terminate as of your Termination Date.] [Include this paragraph 3 only if the executive holds an Outstanding Award that
has been designated as “front loaded.”] 


  

					
	Severance Agreement (February 2013)	 	4	 	









 In the event that a termination of your employment under the circumstances described above occurs and you
would be entitled to greater accelerated vesting of any Outstanding Award in the circumstances under the terms of another agreement with, or applicable plan of, the Company than under the applicable provisions of this Agreement, you will be entitled
to the accelerated vesting of the award provided in such other agreement or plan, and the provisions of this Agreement will be disregarded as to that award. In no event will you be entitled to accelerated vesting of an Outstanding Award under both
this Agreement and another agreement or plan. For purposes of clarity, this agreement does not limit any right that you may have to accelerated vesting of your awards in any other circumstances (for example, and without limitation, upon a change in
control) pursuant to the applicable agreement or plan. 
 You will be entitled to accelerated vesting of any then-outstanding equity awards that
are granted after the date of this Agreement as and to the extent provided in the applicable award agreements. 
 Except as expressly set
forth above, this Agreement does not modify any other terms of any of your Outstanding Awards. For avoidance of doubt, this Agreement does not modify any provisions of any Outstanding Awards that are RSUs that vest based on the Company’s
performance.] 
 Conditions of Severance; Exclusive Remedy. All benefits specified in this Agreement are conditioned on
(1) you signing a full release of any and all claims against Yahoo! in a release form acceptable to Yahoo! (within the period specified in it by the Company, which in no event shall be more than fifty days following your Termination Date) and
your not revoking such release pursuant to any revocation rights afforded by applicable law, and (2) your compliance with your obligations under your Employee Confidentiality and Assignment of Inventions Agreement, or similar agreement. To the
extent that you are otherwise entitled to Continuation Payments as provided above, such payments shall not be suspended during the period of time you consider such a release, but shall terminate immediately in the event that you do not timely
provide (or in the event that you revoke) such release. You agree that the benefits specified in this Agreement (and any applicable acceleration of vesting of an equity-based award in accordance with its terms) will constitute the exclusive and sole
remedy for any termination of your employment and you covenant not to assert or pursue any other remedies, at law or in equity, with respect to your termination and/or employment. 
 Tax Matters. 
 (a) Withholding. Yahoo! will withhold required
federal, state and local taxes from any and all payments contemplated by this Agreement. 
 (b) Section 280G. If any
payment or benefit received or to be received by you (including any payment or benefit received pursuant to this Agreement or otherwise) would be (in whole or part) subject to the excise tax imposed by Section 4999 of the Internal Revenue Code,
or any successor provision thereto, or any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, are hereafter collectively referred
to as the “Excise Tax”), then, any cash severance benefits contemplated by Section 1 under “Severance” above and any accelerated 

  

					
	Severance Agreement (February 2013)	 	5	 	









 
vesting of time-based RSUs, performance-based RSUs, and stock options will be reduced to the extent necessary to make such payments and benefits not subject to such Excise Tax, but only if such
reduction results in a higher after-tax payment to you after taking into account the Excise Tax and any additional taxes you would pay if such payments and benefits were not reduced. If a reduction in cash severance and/or acceleration of vesting is
so required, then, unless you elect a different order of reduction in advance (to the extent such an election may be made without resulting in any tax, penalty or interest under Code Section 409A), any cash severance payable in installment
payments will be reduced first (with the installments scheduled to be paid latest in time reduced first), then any cash severance payable as a lump sum shall be reduced, then any accelerated vesting of equity incentive awards will be reduced (with
time-based RSUs, performance-based RSUs, and stock options to be reduced in that order with the reduction made first as to the awards scheduled to vest latest in time). 
 (c) Responsibility for Taxes. Other than Yahoo!’s obligation and right to withhold federal, state and local taxes, you will be responsible for any and all taxes, interest, and penalties that
may be imposed with respect to the payments contemplated by this Agreement (including, but not limited to, those imposed under Internal Revenue Code Section 409A). To the extent that this Agreement is subject to Internal Revenue Code
Section 409A, you and Yahoo! agree that the terms and conditions of this Agreement will be construed and interpreted to the maximum extent reasonably possible, without altering the fundamental intent of this Agreement, to comply with and avoid
the imputation of any tax, penalty or interest under Code Section 409A. 
 Notwithstanding any provision of this letter to the contrary, if
you are a “specified employee” as defined in Section 409A of the U.S. Internal Revenue Code, you will not be entitled to any payments in connection with the termination of your employment until the date which is six months and one day
after your Termination Date (or, if earlier, the date of your death) and any payment otherwise due in such period will be made within the 30 day period following the six month anniversary of your Termination Date (or, if earlier, within the 30 day
period after the date of your death). The provisions of this paragraph will only apply if, and to the extent, required to comply with Code Section 409A. For purposes of Code Section 409A, each payment made under this letter is designated
as a “separate payment” within the meaning of Code Section 409A. 
 Change in Control Severance. Notwithstanding the
foregoing provisions, in the event that you are otherwise entitled to receive severance benefits in connection with a termination of your employment under both this Agreement and the Company’s Change in Control Employee Severance Plan, as
amended, or any successor plan thereto (the “CIC Plan”), you will receive either the cash severance and Continuation Payments provided under the CIC Plan or under this Agreement, whichever is greater, but in no event will you be entitled
to receive such benefits under both the CIC Plan and this Agreement. 
 By executing this Agreement, you and the Company agree that
Section 2.7 of the CIC Plan, as it applies to any benefits you may receive thereunder, is hereby amended, effective immediately, to provide that, if the period of 60 business days following the Severance Date (as defined in the CIC Plan)
referred to in such section spans two calendar years, the Benefit Commencement Date (as defined in the CIC Plan) will occur in the second of the two calendar years. 

  

					
	Severance Agreement (February 2013)	 	6	 	









 Amendment. Except as provided in the next sentence, this Agreement may be amended only by a written
agreement signed by both you and by an authorized officer of the Company. Effective as of December 31, 2015 or the end of any subsequent year, the Company may modify this Agreement in any manner, provided (1) the Company has notified you
of the pending modification at least ninety days in advance of the proposed effective date of such modification, and (2) your employment is not terminated by the Company prior to the effective date of any such modification in circumstances that
entitle you to severance under this Agreement. (In the event the Company modifies the “Equity Awards” section, above, corresponding amendments shall automatically occur to your Outstanding Awards, except as may otherwise be expressly
provided by the Company at the time of such modification. (For example, if the Company terminates this Agreement, the equity award amendments effected by the “Equity Awards” section above shall correspondingly be reversed.) You hereby
consent in writing to any such further amendment of your Outstanding Awards.) 
 Entire Agreement. This Agreement, together with the
agreements that evidence any equity-based awards granted to you by Yahoo!, constitute the entire agreement between you and Yahoo! with respect to the subject matter hereof and supersede any and all prior or contemporaneous oral or written
representations, understandings, agreements or communications between you and Yahoo! concerning such subject matter including, but not limited to, any provisions relating to severance and/or acceleration of equity detailed in your offer letter. The
CIC Plan and any Employee Confidentiality and Assignment of Inventions Agreement (or similar agreement) are outside the scope of the foregoing integration provision. 
 At-Will Employment. Nothing in this letter alters the at-will nature of your employment relationship with Yahoo! or creates a contract for employment for a specified period of time. Either you or
Yahoo! may terminate the employment relationship at any time, with or without cause and with or without advance notice. 

  

					
	Severance Agreement (February 2013)	 	7	 	









 IF THIS AGREEMENT IS ACCEPTABLE
TO YOU, PLEASE SIGN BELOW AND RETURN THE ORIGINAL TO
            BY [MONTH] [DAY], [YEAR].  
 Sincerely,

 YAHOO! INC. 
  

			
	By:	 	  

		 	    NAME
		 	    TITLE
		 	    Yahoo! Human Resources

 I accept and agree to the terms and conditions outlined in this Agreement. 

 

					
	  
	 		  	  

	                «full_name»	 		  	Date


  

					
	Severance Agreement (February 2013)	 	8