1995 STOCK PLAN
(AS AMENDED AND RESTATED MAY 19, 2005)
STOCK APPRECIATION RIGHTS AWARD AGREEMENT
THIS STOCK APPRECIATION RIGHTS AWARD AGREEMENT (the “Agreement”), dated
as of ______________, 2006 (the “Date of Grant”), is made by and between Yahoo! Inc., a Delaware
corporation (the “Company”), and ___________________ (the “Grantee”).
WHEREAS, the Company has adopted the Yahoo! Inc. 1995 Stock Plan, as amended (the
“Plan”), pursuant to which the Company may grant Stock Appreciation Rights (“SARs”);
WHEREAS, the Company desires to grant to the Grantee the number of SARs provided for
NOW, THEREFORE, in consideration of the recitals and the mutual agreements herein
contained, the parties hereto agree as follows:
Section 1. Grant of Stock Appreciation Rights Award
(a) Grant of Stock Appreciation Rights. The Company hereby grants to the Grantee
___________ SARs (the “Award”) at a grant price per SAR of $0.00 per share (the “Grant Price”). The Award
is granted on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.
(b) Incorporation of Plan; Capitalized Terms. The provisions of the Plan are hereby
incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be
construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this
Agreement shall have the definitions set forth in the Plan. The Administrator shall have final authority to interpret
and construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision
shall be binding and conclusive upon the Grantee and his/her legal representative in respect of any questions
arising under the Plan or this Agreement.
Section 2. Terms and Conditions of Award