Yahoo 2014 Annual Report Download - page 140
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equal number of shares of the Company’s common stock on the earlier of the end of the one-year
vesting period or the date the director ceases to be a member of the Board (subject to any deferral
election that may be made by the director).
Non-employee directors are also permitted to elect an award of restricted stock units or a stock
option under the Directors’ Plan in lieu of a cash payment of their quarterly Board retainer and any
cash fees for serving on committees of the Board. Such stock options or restricted stock unit awards
granted in lieu of cash fees are fully vested on the grant date.
From time to time, the Company also assumes stock-based awards in connection with corporate
mergers and acquisitions, which awards become payable in shares of the Company’s common stock.
Employee Stock Purchase Plan.The Employee Stock Purchase Plan allows employees to purchase
shares of the Company’s common stock through payroll deductions of up to 15 percent of their
compensation subject to certain Internal Revenue Code limitations. Prior to November 2012, the price
of common stock purchased under the plan was equal to 85 percent of the lower of the fair market
value of the common stock on the commencement date of each 24-month offering period or the
specified purchase date. Beginning in November 2012, the Employee Stock Purchase Plan was
modified to consist of three-month offering periods. The price of the common stock purchased under
the plan after November 2012 will be equal to 90 percent of the lower of the fair market value of the
common stock on the commencement date of each three-month offering period or the specified
purchase date. Beginning in the first quarter of 2015, the Company will discontinue the offering of the
Employee Stock Purchase Plan to its employees.
The Employee Stock Purchase Plan provides for the issuance of a maximum of 75 million shares of
common stock, of which 12 million shares were available as of December 31, 2014. For the years
ended December 31, 2012, 2013, and 2014, stock-based compensation expense related to the activity
under the plan was $31 million, $16 million, and $12 million, respectively. As of December 31, 2014,
there was $2 million of unamortized stock-based compensation expense related to the Company’s
Employee Stock Purchase Plan, which will be recognized over a weighted average period of 0.1 years.
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