Yahoo 2010 Annual Report Download - page 113

In addition, the Severance Agreement provides that if an executive’s employment terminates and the executive is
entitled to severance as described above, then:
• any portion of the executive’s outstanding stock options and time-based restricted stock unit awards
granted prior to the date of the Severance Agreement that is scheduled to vest within six months
following such a termination of the executive’s employment will vest on the termination date; and
• the executive’s outstanding restricted stock unit awards granted prior to the date of the Severance
Agreement that vest based on the Company’s achievement of annual financial goals (but not awards that
vest based on total stockholder return) will vest as to any stock units credited under the award based on
Company performance for any year prior to the year in which the termination occurs, and if the executive
is employed with the Company for at least six months of the year in which the termination occurs, the
award will vest as to a prorated portion of the stock units that would have been credited under the award
based on the Company’s performance for that year.
Any equity awards granted to the executive on or after the date of the Severance Agreement will accelerate on
such a termination as and to the extent provided in the applicable award agreements.
In each case, the executive’s right to receive the severance benefits described above is contingent on the
executive’s executing and not revoking a release of claims in favor of the Company and complying with the
executive’s obligations under any confidentiality or similar agreement with the Company. The Company’s
Change in Control Employee Severance Plan for Level I and Level II Employees (the “CIC Plan”) will continue
in effect. If an executive is entitled to benefits triggered by a termination of employment under the CIC Plan (or
another plan or agreement) and the executive’s Severance Agreement, the executive will be entitled to the greater
benefit (but not both benefits).
Ms. Bartz’s 2009 employment agreement provides that, if the terms of any standard equity grants made to other
senior executives, issued at the same time and of the same type of grants as grants to Ms. Bartz, contain terms
that would be more favorable to Ms. Bartz, she should have the benefit of such terms. Accordingly, in connection
with the approval of the Severance Agreements, the Compensation Committee approved a letter agreement with
Ms. Bartz amending her 2010 stock option and 2010 time-based RSU award (the “Bartz Letter Amendment”) to
provide that, in the event the Company terminates Ms. Bartz’s employment without cause (as defined in the
applicable agreements, and other than during the 12 months following a change in control), such awards will vest
according to their terms, but at a minimum, any portions of the awards that are scheduled to vest within six
months following the termination date will vest on the termination date.
The foregoing summary of the terms of the Severance Agreement and related award amendments is qualified in
its entirety by the provisions of the Severance Agreement and the Bartz Letter Amendment.
Stock Trading Plan
In February 2011, David Filo, co-founder and Chief Yahoo of the Company, established a plan for the trading of
Yahoo! common stock. Under the plan, Mr. Filo will sell up to 2.8 million shares of Yahoo! common stock in
accordance with a prearranged trading schedule over a twelve-month period beginning in May 2011. The shares
will be sold on the open market at prevailing market prices. This plan is intended to comply with Rule 10b5-1
under the Securities Exchange Act of 1934 and Yahoo!’s Rule 10b5-1 Trading Plan Policy.
111