Yahoo 2008 Annual Report Download - page 115

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Yahoo! Inc.
Notes to Consolidated Financial Statements—(Continued)
The Agreement also provides that Ms. Bartz will receive an annual base salary of $1 million, subject to annual
review for increases, and will be eligible to receive an annual bonus with a target amount of 200 percent of base
salary and a maximum amount of two times the target amount. The actual amount of the annual bonus will be
determined by the Compensation Committee based upon both the Company’s and Ms. Bartz’s performance for
the relevant year.
Also, pursuant to the Agreement, on January 30, 2009 the Compensation Committee granted Ms. Bartz a stock
option covering 5.0 million shares of the Company’s common stock, with a per share exercise price of $11.73
(the closing price of the common stock on the grant date) and a maximum term of seven years. The option
becomes exercisable, if at all, based on the attainment of average closing prices for the Company’s common
stock as reported on the NASDAQ Global Select Market for 20 consecutive trading days (except in certain
circumstances) prior to January 1, 2013 as follows: (i) one-third will vest at 150 percent of the exercise price;
(ii) one-sixth will vest at 175 percent of the exercise price; (iii) one-sixth will vest at 200 percent of the exercise
price; (iv) one-twelfth will vest at 225 percent of the exercise price; (v) one-twelfth will vest at 250 percent of the
exercise price; and (vi) one-sixth will vest at 300 percent of the exercise price. Any shares acquired upon
exercise of the option must be held until January 1, 2013, except in the event of death or a change in control.
Pursuant to the Agreement, on January 30, 2009, the Compensation Committee granted Ms. Bartz an award of
$2.5 million in cash and an award of restricted stock with a value of approximately $7.5 million on the date of
grant under the 1995 Plan to compensate Ms. Bartz for the forfeiture of the value of equity grants and post-
employment medical coverage from her previous employer. Each such award is scheduled to vest in four equal
installments on March 31, June 30, September 30, and December 26, 2009, as long as Ms. Bartz remains in the
service of the Company as of the vesting date. These awards (or after one year the net after-tax values of these
awards) are subject to certain clawback provisions in the event of a termination of Ms. Bartz’ employment for
cause or without good reason during the term of the Agreement.
Pursuant to the Agreement, on February 25, 2009, Ms. Bartz was granted stock options and restricted stock units
for 2009 with a value of approximately $8 million.
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