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Contract Marissa Mayer Yahoo

Contract Marissa Mayer Yahoo

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Published by OmRau
Contract Marissa Mayer Yahoo
Contract Marissa Mayer Yahoo

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Published by: OmRau on Jul 20, 2012
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EX-10.1 2 d384719dex101.htm EMPLOYMENT OFFER LETTER
Exhibit 10.1Execution CopyYahoo! Inc.701 First AvenueSunnyvale, California
July 16, 2012Marissa MayerDear Marissa:On behalf of Yahoo! Inc. (“Yahoo!” or the “Company”), I am pleased to offer you the position of President and Chief ExecutiveOfficer, reporting to the Company’s Board of Directors (the “Board”), working at the Company’s headquarters at 701 First Avenue inSunnyvale, California. You will be appointed to the Board upon your commencement of employment. Your appointments are subjectto approval by the Board and your compensation package as outlined herein is subject to approval of the Compensation Committee of the Board (“Compensation Committee”). For purposes of this letter, your first day of work at Yahoo! will be considered your“Employment Start Date.” Your Employment Start Date will be July 17, 2012.
Base Salary.
Your starting annual base salary will be $83,333.33 per month ($1,000,000.00 annually), less applicable taxes,deductions and withholdings, paid semi-monthly and subject to annual review. Yahoo!’s regularly scheduled pay days are currently onthe 10 and 25 of every month.
Incentive Compensation.
You also will be eligible to participate in the annual Executive Incentive Plan (“EIP”), with a targetincentive of 200% of your annual base salary (the “Target Award”), and a 2012 maximum of 400% of your annual base salary if youexceed your targets, pro-rated based on the period of time you are employed at Yahoo! in an EIP eligible position during the relevantCompany fiscal year, less applicable taxes, deductions, and withholdings. Target incentives do not constitute a promise of payment. Toqualify for the EIP
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incentive bonus, you must remain employed with the Company through the date that the incentive bonus is paid (as specified in theEIP). Your actual EIP payout will depend on Yahoo! financial performance and, to the extent applicable, the CompensationCommittee’s assessment of your individual performance, and any EIP payout is subject to, and governed by, the terms andrequirements of the EIP document. EIP bonuses are usually paid in March or April of the year after the fiscal year for which they areearned.
Annual Equity Awards
. Subject to approval by the Compensation Committee, as a senior leader of Yahoo!, with respect to the 2012performance year, you will be entitled to receive equity awards under the Yahoo! Inc. 1995 Stock Plan (the “Stock Plan”) with anaggregate award value of $12 million (the “2012 Annual Grant”), with fifty percent (50%) of such 2012 Annual Grant in the form of Restricted Stock Units (the “2012 RSUs”) and the remaining fifty percent (50%) of such 2012 Annual Grant in the form of options topurchase the Company’s common stock (the “2012 Stock Options”). The 2012 RSUs shall be awarded to you on Yahoo!’s firstregularly scheduled grant date after your Employment Start Date, which is July 26, 2012 (the “Next Grant Date”). The number of 2012Stock Options shall be calculated on the Next Grant Date in accordance with the Company’s option valuation practices, and subject toapplicable adjustments in the event of stock splits, stock dividends or other similar capital transactions between calculation and grant.The 2012 Stock Options shall be granted on one of the Company’s regularly scheduled grant dates in 2012, currently contemplated tobe in November, 2012. The 2012 RSUs shall vest equally on the first, second and third anniversaries of the Next Grant Date, and the2012 Stock Options shall vest in three equal tranches on the twelve-month, eighteen-month and thirty-month anniversaries of the NextGrant Date, provided that, in each case, you are employed by the Company on the applicable vesting date or as otherwise providedherein, and provided that you satisfy the financial and other performance criteria established at the time of grant by the CompensationCommittee after consultation with you. In the event your
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employment is terminated by the Company without Cause, due to disability (as defined under the Company’s applicable long termdisability plan), by you with Good Reason or as a result of your death, any 2012 RSUs which would have vested within the six monthsafter such termination shall immediately vest, and any 2012 Stock Options that would have vested in the six months followingtermination of employment if the applicable performance criteria was satisfied, shall remain subject to satisfaction of suchperformance criteria and, if such criteria is satisfied, vest as if you were employed on such vesting date. All other 2012 RSUs and 2012Stock Options shall be immediately forfeited, as shall all unvested 2012 RSUs and 2012 Stock Options in the case of a Causetermination by the Company or a voluntary resignation by you without Good Reason. The 2012 RSUs will provide for automatic useof a portion of the 2012 RSUs to cover minimum tax withholding so that you will not need to make any cash payments to cover suchtax withholding.
Make-Whole Restricted Stock Units.
You will also receive a make-whole grant of restricted stock units under the Stock Plan with anaggregate award value of $14 million (“Make-Whole RSUs”), such grant to be made to you on the Next Grant Date. The Make-WholeRSUs will vest as follows: (a) one fifth of four million dollars of Make-Whole RSUs will vest on the 17 day of each month of 2012starting in August and be paid out by the end of such month; (b) one twelfth of seven million dollars of Make-Whole RSUs will veston the 17 day of each month in 2013 and be paid out by the end of the month in which they vest; and (c) one twelfth of three milliondollars of Make-Whole RSUs will vest on the 17 day of each month in 2014 and be paid out by the end of the month in which theyvest; provided in each case that you are employed by the Company on the applicable vesting date or, if earlier, will vest (and be paidout) (i) upon the termination of your employment by the Company without Cause, (ii) due to your resignation for
For purposes of the Make-Whole RSUs, the One-Time Retention Award (as provided herein with regard to severance benefits) andthe 2012 Annual Grant, “Cause” shall mean termination of your employment with the Company based upon the occurrence of oneor more of the following which, with respect to clauses (1), (2) and (3) below, if curable, and clause (5) below (but only if cure ispermitted under its proviso), you have not cured within fourteen (14) days after you receive written notice from the Companyspecifying with reasonable particularity such occurrence: (1) your refusal or material failure to perform your job duties andresponsibilities (other than by reason of your serious physical or mental illness, injury, or medical condition), (2) your failure orrefusal to comply in any material respect with material Company policies or lawful directives of the Board, (3) your material breachof any contract or agreement between you and the Company (including but not limited to this letter agreement and any EmployeeConfidentiality and Assignment of Inventions Agreement or similar agreement between you and the Company), or your materialbreach of any statutory duty, fiduciary duty or any other obligation that you owe to the Company, (4) your commission of an act of fraud, theft, embezzlement or other unlawful act against the Company or involving its property or assets, (5) your engaging inunprofessional, unethical or other intentional acts that materially discredit the Company or are materially detrimental to thereputation, character or standing of the Company, provided that, if such act or engagement is not willful misconduct and curable (asdetermined in the good faith discretion of the Board), you will be given the opportunity to cure as provided above, or (6) yourindictment or conviction or plea of 
nolo contendre
or guilty plea with respect to any felony or crime of moral turpitude.
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