0001193125-11-050000 Sample Contracts

YAHOO! INC.
Restricted Stock Unit Award Agreement • February 28th, 2011 • Yahoo Inc • Services-computer integrated systems design • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of , 201 (the “Date of Grant”), is made by and between Yahoo! Inc., a Delaware corporation (the “Company”), and (the “Grantee”).

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YAHOO! INC.
Performance Restricted Stock Unit Award Agreement • February 28th, 2011 • Yahoo Inc • Services-computer integrated systems design • Delaware

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of , 20 (the “Date of Grant”), is made by and between Yahoo! Inc., a Delaware corporation (the “Company”), and Carol Bartz (the “Grantee”).

YAHOO! INC.
Restricted Stock Unit Award Agreement • February 28th, 2011 • Yahoo Inc • Services-computer integrated systems design • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), dated as of [ , 20 ] (the “Date of Grant”), is made by and between Yahoo! Inc., a Delaware corporation (the “Company”), and Carol Bartz (the “Grantee”).

«date» «full_name» «address_line_1» «city», «state» «zip_code» Dear «first_name»:
Yahoo Inc • February 28th, 2011 • Services-computer integrated systems design

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!, or if your employment terminates due to your death or disability.2

Yahoo! Inc. Letterhead]
Stock Option Agreement • February 28th, 2011 • Yahoo Inc • Services-computer integrated systems design

Reference is made to the Stock Option Agreement (the “Option Agreement”) and the Restricted Stock Unit Award Agreement (the “RSU Agreement”), each dated February 25, 2010, between you and Yahoo! Inc. (the “Company”). The purpose of this letter agreement is to amend each of the Option Agreement and the RSU Agreement, effective immediately, as set forth below.

YAHOO! INC.
Performance Restricted Stock Unit Award Agreement • February 28th, 2011 • Yahoo Inc • Services-computer integrated systems design • Delaware

THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of , 20 (the “Date of Grant”), is made by and between Yahoo! Inc., a Delaware corporation (the “Company”), and (the “Grantee”).

Yahoo! Inc. Letterhead]
Award Agreement • February 28th, 2011 • Yahoo Inc • Services-computer integrated systems design

This letter agreement does not modify any other terms of the Award Agreement or the Amendment except as expressly set forth above (including, without limitation, the crediting of any Restricted Stock Units to you with respect to the 2009 and 2010 Performance Years and the vesting and payment provisions applicable to any such units).

Yahoo! Inc. Letterhead]
Restricted Stock Unit Award Agreement • February 28th, 2011 • Yahoo Inc • Services-computer integrated systems design

This letter agreement does not modify any other terms of the Award Agreement except as expressly set forth above (including, without limitation, the crediting of any Restricted Stock Units to you with respect to the 2010 Performance Year and the vesting and payment provisions applicable to any such units).

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