These excerpts taken from the YHOO 10-K filed Feb 27, 2009.
Subject to Sections 2(e) and 2(g) of this Agreement, the Restricted Stock Units shall vest and become non-forfeitable with respect to the Applicable Percentage of the Target Number of Restricted Stock Units set forth in the chart below based on the Companys Actual TSR Percentile for the Performance Period (as each such term is defined below); provided, however, that in no event shall the Applicable Percentage exceed two hundred percent (200%):
The Applicable Percentage will be interpolated on a linear basis between the levels stated in the chart above. For example, if the Actual TSR Percentile for the Performance Period were the 60th percentile, then the Applicable Percentage would be 112.5%. Any Restricted Stock Units that do not vest based on the performance requirements set forth in this Exhibit A (and which have not previously terminated pursuant to the terms of this Agreement) will automatically terminate as of the Final Committee Determination. The number of Restricted Stock Units that vest based on performance will be determined by the Administrator following the end of the Performance Period and payment of vested Restricted Stock Units will be made in the period provided for in Section 2(d) of this Agreement. Any such determination by the Administrator shall be final and binding.
For purposes of the Award, the following definitions shall apply: