YHOO » Topics » Item 1.01 Entry into a Material Definitive Agreement.

This excerpt taken from the YHOO 8-K filed Jun 1, 2006.

Item 1.01               Entry into a Material Definitive Agreement.

 

The Board of Directors of Yahoo! Inc. (the “Company”) has previously adopted an amended and restated version of the Yahoo! Inc. 1996 Directors’ Stock Option Plan, which has been renamed the 1996 Directors’ Stock Plan (the “Restated Director Plan”).  At the Company’s annual meeting of stockholders held on May 25, 2006 (the “2006 Annual Meeting”), the Company’s stockholders approved the Restated Director Plan.  Among other things, the Restated Director Plan reflects the following amendments:

 

      Reduction in Option Grants. The number of shares of the Company’s common stock subject to annual grants of stock options to continuing non-employee directors under the Restated Director Plan has been reduced from 50,000 shares to 15,000 shares, and the number of shares subject to stock options granted to newly elected or appointed non-employee directors has been reduced from 100,000 shares to 30,000 shares.

 

      Vesting of Options. Stock options granted under the Restated Director Plan will vest in equal quarterly installments over a one-year period following the date of grant.

 

      Reduction of Option Term. The term of options granted under the Restated Director Plan has been reduced from ten years to seven years.

 

      Extension of Option Exercise Period. The period in which a non-employee director may exercise the vested portion of his or her option granted under the Restated Director Plan following the director’s termination of service has been increased from 90 days to one year.

 

      Awards of Restricted Stock Units. Continuing non-employee directors will be granted 5,000 restricted stock units each year. Newly appointed or elected non-employee directors will be granted 10,000 restricted stock units.  The restricted stock units will vest in equal quarterly installments over a one-year period following the date of grant and will generally be paid in an equal number of shares of the Company’s common stock on the earlier of the third anniversary of the grant date or the date the director ceases being a member of the Board of Directors (the “Board”).

 

      Share-Counting Rules for Restricted Stock Units. Any shares of the Company’s common stock issued in payment of restricted stock units granted under the Restated Director Plan will be counted against the plan’s share limit as 1.75 shares for every one share actually issued in payment of the restricted stock units.  For example, if 100 shares were issued in payment of stock units granted under the plan, 175 shares would be charged against the plan’s share limit.

 

These changes were effective with respect to the Company’s grants to its non-employee directors made in connection with the 2006 Annual Meeting.

 

The following summary of the Restated Director Plan is qualified in its entirety by reference to the text of the Restated Director Plan, which was previously filed as Annex B to the Company’s proxy statement dated April 14, 2006.

 

The Restated Director Plan is designed to work automatically and not to require administration; however, to the extent administration is necessary, it will be provided by the Board.

 

The maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the Restated Director Plan is 8,800,000.

 

The awards that may be granted under the Restated Director Plan are limited to nonqualified stock options and restricted stock units.  Awards may be granted under the Restated Director Plan only to members of the Board who are not officers or employees of the Company or of any parent or subsidiary of the Company (“non-employee directors”).  As described above, awards of stock options and restricted stock units are automatically granted to each newly appointed or elected non-employee director who has not previously served on the Board and to each non-employee director who is in office immediately following the Company’s regular annual meeting of stockholders in each year during the term of the Restated Director Plan and has been a member of the Board for at least six months

 

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as of the date of such annual meeting.  Non-employee directors who have been in office for less than six months as of the annual meeting dates will receive awards on a pro-rated basis.

 

The exercise price of each option granted pursuant to the Restated Director Plan is 100 percent of the fair market value of a share of the Company’s common stock on the date of grant of the option.  Each option granted pursuant to the Restated Director Plan has a maximum term of seven years from the date of grant of the option.  As described above, options and restricted stock units granted under the Restated Director Plan vest in equal quarterly installments over a one-year period following the date of grant.  Restricted stock units will generally be paid in an equal number of shares of the Company’s common stock on the earlier of the third anniversary of the grant date or the date the director ceases being a member of the Board, subject to any election by the director to defer the payment date.

 

A non-employee director may elect to have cash fees paid for his or her services as a director converted into an award of either stock options or restricted stock units granted under the Restated Director Plan.  If the director elects a stock option, the option will cover a number of shares of the Company’s common stock determined by multiplying his or her fee by three and dividing the product by the fair market value of a share of the Company’s common stock on the grant date.  If the director elects a restricted stock unit award, he or she will be credited with a number of restricted stock units equal to the amount of his or her fee divided by the fair market value of a share of the Company’s common stock on the grant date.  The exercise price of the stock option will be equal to the fair market value of a share of the Company’s common stock on the grant date.  Any stock option or restricted stock unit award granted on conversion of cash fees will be fully vested on the grant date.

 

As is customary in incentive plans of this nature, the share limit and the number and kind of shares available under the Restated Director Plan and any outstanding awards, as well as the exercise prices of awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholders.

 

This excerpt taken from the YHOO 8-K filed Mar 22, 2006.

Item 1.01               ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On March 17, 2006, the Board of Directors of Yahoo! Inc. (the “Company”), in connection with certain amendments to Company’s amended and restated bylaws, as discussed under Item 5.03 below, approved a new form of indemnification agreement attached as Exhibit 10.1 hereto (the “Amended Indemnification Agreement”).  In addition, the Board authorized the Company to enter into the Amended Indemnification Agreements with each of its directors and executive officers to replace the indemnification agreements currently in effect between the Company and each such director and executive officer.

 

The Amended Indemnification Agreement provides, among other things, that, subject to the procedures set forth in the Amended Indemnification Agreement: (i) the Company will indemnify the Indemnitee (as defined in the Amended Indemnification Agreement) to the fullest extent permitted by law in the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim (as defined in the Amended Indemnification Agreement) by reason of (or arising in part out of) an Indemnifiable Event (as defined in the Amended Indemnification Agreement); (ii) if requested by Indemnitee, and subject to certain exceptions, the Company will advance Expenses (as defined in the Indemnification Agreement) to the Indemnitee; (iii) if there is a Change of Control (as defined in the Amended Indemnification Agreement), the Company will seek the advice of independent legal counsel with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and advances under the Amended Indemnification Agreement or any provision of the Company’s charter or bylaws; (iv) the rights of the Indemnitee under the Amended Indemnification Agreement are in addition to any other rights the Indemnitee may have under the Company’s charter or bylaws or the Delaware General Corporation Law or otherwise; and (v) to the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, the Indemnitee will be covered to the maximum extent of the coverage available for any Company director or officer.  In addition, the Amended Indemnification Agreement establishes guidelines as to the defense and settlement of claims by the parties, the relevant burden of proof, reliance as a safe harbor, the period of limitations and security.

 

The foregoing summary of the Amended Indemnification Agreement is qualified in its entirety by reference to the full text of the Amended Indemnification Agreement attached as Exhibit 10.1 hereto and incorporated by reference herein.

 

This excerpt taken from the YHOO 8-K filed May 25, 2005.

Item 1.01  ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

 

1995 Stock Plan

 

The Board of Directors of Yahoo! Inc. (the “Company”) has previously adopted an amended and restated version of the Yahoo! Inc. 1995 Stock Plan (the “Restated 1995 Plan”).  At the Company’s annual stockholders meeting held on May 19, 2005, the Company’s stockholders approved the Restated 1995 Plan.  Among other things, the Restated 1995 Plan reflects amendments to the plan (i) to increase the number of shares of the Company’s common stock available for award grants under the Restated 1995 Plan by 80,000,000 shares, and (ii) to authorize the Company to grant awards under the Restated 1995 Plan intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code.

 

The following summary of the Restated 1995 Plan is qualified in its entirety by reference to the text of the Restated 1995 Plan, which was previously filed as Annex A to the Company’s proxy statement dated April 4, 2005, as well as the forms of awards which may be granted under the Restated 1995 Plan, a copy of each of which is filed as an exhibit to this report.

 

The Company’s Board of Directors (the “Board”) or one or more committees appointed by the Board administers the Restated 1995 Plan.  The Board has delegated general administrative authority for the Restated 1995 Plan to its Compensation Committee.  The Compensation Committee may delegate some or all of its authority with respect to the plan to another committee of directors, and certain limited authority to grant awards to employees other than executive officers may be delegated to one or more officers of the Company.

 

The administrator of the Restated 1995 Plan has broad authority under the Restated 1995 Plan to, among other things, select participants and determine the type(s) of award(s) that they are to receive, and determine the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award.

 

Persons eligible to receive awards under the Restated 1995 Plan include officers or employees of, and certain consultants and advisors to, the Company or any parent, subsidiary or affiliate of the Company.

 

To the extent that an award is settled in cash or a form other than shares, the shares that would have been delivered had there been no such cash or other settlement will not be counted against the shares available for issuance under the Restated 1995 Plan.  If shares are delivered pursuant to the exercise of a stock appreciation right or stock option, the number of underlying shares as to which the exercise related shall be counted against the applicable share limits of the Restated 1995 Plan, as opposed to only counting the shares actually issued.  Shares that are subject to or underlie awards which expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under the Restated 1995 Plan will again be available for subsequent awards under the Restated 1995 Plan.

 

The types of awards that may be granted under the Restated 1995 Plan include stock options, stock appreciation rights, restricted stock, performance stock and other forms of awards granted or denominated in the Company’s common stock or units of the Company’s common stock.

 

As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the Restated 1995 Plan and any outstanding awards, as well as the exercise or purchase prices of awards, and performance targets under certain types of performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholders.

 

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1996 Directors’ Stock Option Plan

 

The Board has previously adopted an amended and restated version of the Yahoo! Inc. 1996 Directors’ Stock Option Plan (the “Restated Director Plan”).  At the Company’s annual stockholders meeting held on May 19, 2005, the Company’s stockholders approved the Restated Director Plan.  The Restated Director Plan reflects an amendment to the plan to extend the term of the plan until April 1, 2015.

 

The following summary of the Restated Director Plan is qualified in its entirety by reference to the text of the Restated Director Plan, which was previously filed as Annex B to the Company’s proxy statement dated April 4, 2005.

 

The Board administers the Restated Director Plan.  As administrator of the Restated Director Plan, the Board has broad authority under the Restated Director Plan to, among other things, determine the fair market value of a share of the Company’s common stock and the exercise price of options granted under the Restated Director Plan, each in accordance with the terms of the Restated Director Plan, and to prescribe, amend and rescind rules relating to the Restated Director Plan.

 

The awards that may be granted under the Restated Director Plan are limited to stock options.  Stock options may be granted under the Restated Director Plan only to members of the Board who are not officers or employees of the Company or of any parent or subsidiary of the Company (“Non-Employee Directors”).

 

The maximum number of shares of the Company’s common stock that may be issued or transferred pursuant to awards under the Restated Director Plan is 8,800,000.

 

The Restated Director Plan provides for the following award grants to Non-Employee Directors:

 

                  Upon first being appointed or elected to the Board, a Non-Employee Director who has not previously served on the Board will be granted automatically a nonqualified stock option under the Restated Director Plan to purchase 100,000 shares of the Company’s common stock (the “Initial Grant”); and

                  Immediately following the Company’s regular annual meeting of stockholders in each year during the term of the Restated Director Plan, each Non-Employee Director then in office will be granted automatically a nonqualified stock option under the Restated Director Plan to purchase 50,000 shares of the Company’s common stock, provided the Non-Employee Director has been a member of the Board for at least six months as of the date of such annual meeting (a “Subsequent Grant”).

 

The exercise price of each option granted pursuant to the Restated Director Plan is 100 percent of the fair market value of a share of the Company’s common stock on the date of grant of the option. Each option granted pursuant to the Restated Director Plan has a maximum term of ten years from the date of grant of the option.  The Initial Grant generally becomes exercisable as to 1/48th of the total number of shares subject thereto at the end of each month following the date of grant of the option.  A Subsequent Grant generally becomes exercisable as to 25% of the total number of shares subject thereto on the first anniversary of the date of grant of the option and as to an additional 1/48th of the total number of shares subject thereto at the end of each month following such first anniversary.

 

As is customary in incentive plans of this nature, the share limit and the number and kind of shares available under the Restated Director Plan and any outstanding awards, as well as the exercise prices of awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholders.

 

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