Yahoo 2007 Annual Report Download - page 143

• The Company would pay Mr. Nazem a lump sum payment equal to his base salary for the period from June 8,
2007 through December 31, 2007. Pursuant to this provision, the Company made a severance payment to
Mr. Nazem of $280,129.
• With respect to the stock options granted to Mr. Nazem on December 10, 2003, February 1, 2005 and May 31,
2006, each of these options, to the extent outstanding and unvested as of June 8, 2007, would become fully
vested on June 8, 2007. Mr. Nazem’s right to exercise the foregoing options, as well as the stock options
granted to Mr. Nazem on August 19, 1999 and October 13, 2000, would be extended for three years
following June 8, 2007 and such right to exercise generally would become effective in installments as to
30%, 30%, 20% and 20% of the shares subject to each option on each of June 8, 2007, and the 12-month,
24-month, and 30-month anniversaries of June 8, 2007, respectively. All of Mr. Nazem’s other options
would continue to vest only through June 8, 2007 and would be exercisable in accordance with their terms.
• Each of Mr. Nazem’s restricted stock and restricted stock unit awards, to the extent outstanding and unvested
as of May 30, 2007, would become fully vested on May 30, 2007.
• Mr. Nazem’s right to exercise any of his options following the termination of his employment is subject to his
compliance with certain restrictive covenants in favor of the Company set forth in the Nazem Separation
Agreement, including Mr. Nazem’s agreement not to engage in certain competitive activities for three years
following June 8, 2007 and Mr. Nazem’s agreement not to solicit any employees or contractors of the
Company. In addition, the Nazem Separation Agreement includes Mr. Nazem’s general release of claims
against the Company.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information as of December 31, 2007 with respect to shares of the Company’s
common stock that may be issued under the Company’s existing equity compensation plans, including the 1995
Stock Plan, the Directors’ Plan, and the Amended and Restated 1996 Employee Stock Purchase Plan (the “Purchase
Plan”). Each of these plans has been approved by the Company’s stockholders. The Company does not maintain
any equity incentive plans that have not been approved by stockholders.
Plan Category
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights
Weighted Average Exercise
Price of Outstanding Options,
Warrants and Rights
Number of Securities
Remaining Available
for Future Issuance
Equity compensation plans
approved by security holders
(1)
. . . 198,213,425
(2)
$30.08
(3)
96,943,326
(4)
(1)
Does not include options to purchase an aggregate of 7,403,975 shares of the Company’s common stock that the Company assumed through
acquisitions as of December 31, 2007. The weighted average exercise price of those outstanding options is $9.26 per share.
(2)
Does not include 5,098,394 shares of the Company’s common stock issued and outstanding pursuant to unvested restricted stock awards.
Includes 25,033,928 shares of the Company’s common stock that are subject to outstanding restricted stock unit awards and 719,122 shares
of the Company’s common stock that are subject to outstanding stock appreciation rights.
(3)
Calculated exclusive of outstanding restricted stock unit awards.
(4)
Of these shares, 68,897,389 were available for award grant purposes under the 1995 Stock Plan, 4,813,473 were available for award grant
purposes under the Directors’ Plan, and 23,232,464 were available under the Purchase Plan, as of December 31, 2007. Subject to certain
express limits of the 1995 Stock Plan, shares available under the 1995 Stock Plan generally may be used for any type of award authorized
under that plan including options, stock appreciation rights, restricted stock and other forms of awards granted or denominated in shares of
our common stock or units of our common stock. Pursuant to the 1995 Stock Plan, as amended and restated at the 2007 annual meeting,
shares that are issued in respect of any “full-value awards” (awards other than option and stock appreciation rights with an exercise or base
price that is no less than the fair market value of a share of common stock on the date the award is granted) under the 1995 Stock Plan counted
as 1.75 shares until June 11, 2007 and 2.00 shares beginning on June 12, 2007 against the 1995 Stock Plan’s share limit. Shares issued in
respect of “full-value awards” granted under the Directors’ Plan after the 2006 annual meeting count as 1.75 shares for every one share
actually issued in connection with the award.
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