-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EIRL/odUaE2LVRSsrC83vE0xbMv56ykfWUJZeBsKTcRKYh9uqBDBNF6edDHikYNV 47cA7VcuaJ6emHgBnf9gnA== 0001179110-10-004034.txt : 20100301 0001179110-10-004034.hdr.sgml : 20100301 20100301174818 ACCESSION NUMBER: 0001179110-10-004034 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100225 FILED AS OF DATE: 20100301 DATE AS OF CHANGE: 20100301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHNEIDER HILARY CENTRAL INDEX KEY: 0001208736 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28018 FILM NUMBER: 10646521 MAIL ADDRESS: STREET 1: 701 FIRST AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: YAHOO INC CENTRAL INDEX KEY: 0001011006 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 770398689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: YAHOO! INC. STREET 2: 701 FIRST AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4083493300 MAIL ADDRESS: STREET 1: 701 FIRST AVENUE CITY: SUNNYVALE STATE: CA ZIP: 94089 4 1 edgar.xml FORM 4 - X0303 4 2010-02-25 0 0001011006 YAHOO INC YHOO 0001208736 SCHNEIDER HILARY 701 FIRST AVENUE SUNNYVALE CA 94089 0 1 0 0 EVP, Yahoo! Americas Common Stock 2010-02-25 4 A 0 32550 0 A 296923 D Common Stock 2010-02-25 4 A 0 32550 0 A 329473 D Common Stock 2010-02-25 4 A 0 32550 0 A 362023 D Common Stock 2010-02-25 4 F 0 3744 15.24 D 358279 D Common Stock 2010-02-25 4 S 0 64813 15.21 D 293466 D Employee Stock Option (right to buy) 15.24 2010-02-25 4 A 0 105040 A 2017-02-25 Common Stock 105040 105040 D Represents a grant of restricted stock units under the Yahoo! Inc. 1995 Stock Plan. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of Yahoo! Inc. ("Company") common stock. One-fourth (1/4) of the units are scheduled to vest on each of the first, second, third and fourth anniversaries of the date of grant as long as the reporting person remains in the service of the Company through the respective vesting date. Represents a grant of performance-based restricted stock units. The target number of units subject to the award is presented in the table. Subject to certain continued employment requirements, the units are scheduled to vest following the third anniversary of the date of grant if the Company meets certain total shareholder return objectives. The number of units that vest may be 0% to 200% of the target number of units, depending upon performance. The maximum number of units that may vest is 65,100 (200% of the target number). Vested restricted stock units will be paid in an equal number of shares of Yahoo! Inc. common stock. Represents a grant of performance-based restricted stock units. The target number of units subject to the award is presented in the table. Subject to certain continued employment requirements, the units are scheduled to vest on the third anniversary of the date of grant if the Company meets certain annual financial performance objectives. The number of units that vest may be 0% to 200% of the target number of units, depending upon performance. The maximum number of units that may vest is 65,100 (200% of the target number). Vested restricted stock units will be paid in an equal number of shares of Yahoo! Inc. common stock. Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of 10,130 restricted stock units granted to the Reporting Person on February 25, 2009. One-fourth (1/4) of this executive incentive stock option is scheduled to vest and become exercisable on each of the first, second, third and fourth anniversaries of the date of grant, as long as the reporting person remains in the service of the Company through the respective vesting date. Not Applicable. /s/ Michael J. Callahan, attorney-in-fact for Hilary Schneider 2010-03-01 EX-24.TXT 2 ex24schneider.txt POWER OF ATTORNEY - SCHNEIDER POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Michael J. Callahan, Timothy R. Morse and Aman Kothari, signing singly, his true and lawful attorney-in-fact to: (1) Execute for and on behalf of the undersigned Forms 3, 4 and 5 with respect to securities of Yahoo! Inc., in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended and the rules thereunder (the "1934 Act"); (2) Perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Form 3, 4 or 5 and the timely filing of such form with the United States Securities and Exchange Commission and any other authority, including the execution of an application for EDGAR codes on Form ID; and (3) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion. The undersigned hereby grants to each such attorney- in-fact full power and authority to do and perform each and every act whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully as such attorney-in-fact could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Section 16 of the 1934 Act. This Power of Attorney shall be effective as of the date written below, and unless sooner revoked, shall terminate upon the fifth (5th) anniversary of the date written below. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of October 27, 2009. Signature: /s/ Hilary Schneider Print Name: Hilary Schneider -----END PRIVACY-ENHANCED MESSAGE-----